Signing of £48 million put option agreement

Roadside Real Estate PLC

26 June 2025

 

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.

26 June 2025

ROADSIDE REAL ESTATE PLC

("Roadside," the "Company" or the "Group)

Signing of £48 million put option agreement

Roadside, (AIM: ROAD) the roadside real estate business, announces that it has signed a put-option agreement with CGV Ventures 1 Ltd that will enable the Company to realise a minimum of £48 million from the future sale of its remaining 48.2% interest in Cambridge Sleep Sciences Ltd ("CSS").  This follows the announcement on 18 February 2025 of the successful results of a second clinical trial of CSS's SleepEngine technology, demonstrating its effectiveness in helping to improve the quality of adult sleep.

Under the agreement, Roadside has the right to sell its remaining 48.2% interest in CSS to CGV Ventures 1 Ltd ("CGV") in certain periods between 1 September 2026 and 30 September 2027 for consideration of not less than £48 million, subject to any Roadside shareholder approval required at the time of exercise. Up to 50% of Roadside's current interest in CSS can be sold to CGV in the period from 1 September 2026 to 30 September 2026, with the remaining interest capable of being sold in the period from 1 September 2027 to 30 September 2027.  Roadside has paid CGV a nominal consideration of £1 for the option. Cash will flow when each sale completes.

The Company retains flexibility to explore alternative exit routes and intends to complete the divestment whilst aiming to maximise value for shareholders.  Assuming the option agreement is exercised for the minimum consideration of £48 million, Roadside would recognise a profit on disposal of its remaining interest in CSS that exceeds £7 million in aggregate across the financial periods ending 30 September 2026 and 30 September 2027.

Effect on Roadside

The Board currently anticipates that the majority of the proceeds from the anticipated CSS exit will be used to fund Roadside's ongoing transition into a high-growth operational real estate platform. This strategic milestone will therefore significantly strengthen Roadside's balance sheet and support the execution of our focused Roadside growth strategy.

Charles Dickson, Chief Executive Officer commented:

"Signing the option to realise a minimum of £48 million from our investment in CSS marks a major milestone for Roadside. Following exercise, it will provide us with increased financial strength and strategic flexibility to accelerate our core focus of acquiring and developing high-quality operational roadside real estate assets.

"We look forward to sharing further updates as we move ahead, as well as updates on the anticipated exercise of the put option."

Enquiries:

For further information, please contact:

Roadside Real Estate Plc
Steve Carson, Non-Executive Chairman
Charles Dickson, Chief Executive Officer
Douglas Benzie, Chief Financial Officer
Montfort
Ann-marie Wilkinson Isabella Leathley	Tel: [phone] Tel: [phone]
Cavendish Capital Markets Limited (Nomad and Broker)
Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance) Tim Redfern (ECM)	Tel: [phone]
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Broker)
Mark Young Jonathan Wilkes-Green Catriona Neville	Tel: [phone]

 

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