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.
- Ends
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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)
|
+44 (0)20 7220 0500
|
Stifel Nicolaus Europe Limited
(Financial Adviser and Joint Corporate Broker)
Mark Young
Jonathan Wilkes-Green
Catriona Neville
|
+44 (0)20 7710
7600
|
Montfort
Olly Scott
Georgia Colkin
|
+44 (0)78 1234 5205
|
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