Update on CSS stake sale and acquisition of rights

Roadside Real Estate PLC

03 May 2024

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

Roadside Real Estate plc

("Roadside" or the "Company")

Update on Cambridge Sleep Sciences stake sale and acquisition of rights

Roadside (AIM: ROAD) announces that its subsidiary, Cambridge Sleep Sciences ("CSS") the science-based sleep technology business behind SleepEngine®, has completed the acquisition of the remaining intellectual property rights held by Cambridge Sound Technologies Ltd ("CST") (the "Acquisition"). In exchange, CST will surrender rights to a royalty agreement with CSS worth 8.0% of CSS's future revenues.

The consideration for the Acquisition will be settled through the issue, by CSS, of 476 new ordinary shares in CSS, together with the grant of a £100,000 December 2026 CSS loan note by way of deferred consideration to Colin Aston-James, the inventor of SleepEngine® and owner of CST.

Following the transaction, CSS will have a total issued share capital of 9,966 ordinary shares.

Impact on partial sale of CSS shareholding to CGV

As a consequence of the Acquisition and the elimination of CSS's royalty payments to CST, the terms of the Company's partial sale of its stake in CSS to CGV Ventures 1 Ltd ("CGV") announced on 20 March 2024 (the "Transaction") have been amended to the benefit of Roadside.

Previously, CGV had agreed to purchase 952 shares in CSS at £6,302.53 per share, it has now agreed to purchase 1,000 shares at £7,500.00 per share, increasing the total consideration due to Roadside to £7.5 million.

The Company is pleased to confirm that the £7.5 million consideration has been received by Roadside and is on account. The Transaction will complete on 3 May 2024 at which point the 1,000 CSS shares will be transferred to CGV. Post-completion of the Acquisition and the Transaction, Roadside's shareholding in CSS will reduce to 6,140 CSS shares, representing approximately 61.4% of CSS's enlarged issued share capital.

As previously announced, the Board continues to evaluate the best corporate setting to maximise shareholder value from its investment in CSS. There can be no certainty that any de-merger or sale of CSS will ultimately be made or as to the value of any such possible transaction.

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For more information

Roadside Real Estate plc Charles Dickson, Executive Chairman	c/o Montfort
Cavendish Capital Markets Limited (Nomad and Joint Corporate Broker) Carl Holmes / Simon Hicks / Fergus Sullivan (Corporate Finance) Tim Redfern (ECM)	[phone]
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Corporate Broker) Mark Young Jonathan Wilkes-Green Catriona Neville	[phone]
Montfort Olly Scott Georgia Colkin	[phone]

About Roadside

Roadside is a real estate business focused on building and scaling a high-quality portfolio of modern roadside retail assets, including modern EV charging infrastructure.

About Cambridge Sleep Sciences Ltd

Cambridge Sleep Sciences Ltd, is a legacy Life Sciences investment of which Roadside Real Estate plc holds a 75% interest. CSS develops technology which improves natural sleep. Using the principles of neuroscience and cutting-edge technology to enhance brain activity during sleep, its innovative solutions aim to improve health, wellbeing and enhance quality of life.

Its SleepEngine® technology has been developed and refined over a decade by a team of researchers, scientists, sound engineers and medical experts. This unique technology produces sounds which emulate the waves created by the brain during sleep cycles. The sleep sounds guide the user's brain through the sequence of healthy sleep cycles, helping them fall asleep and achieve the quality of sleep they need in a consistent and optimal way.

Find out more at: www.cambridgesleepsciences.com

 

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