LONDON: Roadside Real Estate (AIM: ROAD) has exchanged an unconditional share purchase agreement to sell 952 shares in its subsidiary, Cambridge Sleep Sciences, (“CSS”) for £6,302.53 per share to CGV Ventures 1 Ltd..
The total consideration of £6.0 million implies a significant upside to the Company’s retained shareholding in CSS.
The consideration would be wholly paid in cash by not later than 25 April 2024, at which point the Transaction will complete and the shares will be transferred to CGV.
CGV Ventures 1 Ltd. is a US-based Venture Capital fund which specialises in taking minority positions in innovative healthcare companies.
Upon completion of the Transaction, Roadside’s shareholding in CSS would reduce from 75.0% to 65.0%. Roadside originally invested £2.7 million in CSS in March 2020, in the form of a loan note, which would remain outstanding following completion of the Transaction.
Since Roadside continues to own more than 50% of the equity in CSS, CSS would continue to be consolidated into Roadside’s accounts.
In the year ended 2 July 2022, CSS achieved revenue of c.£0.20 million, a loss before tax of c.£0.85 million after allocation of central costs and CSS’s gross assets were held at a total carrying value of c.£0.75 million, (net of intercompany positions).
Roadside intends to use the proceeds from the Transaction to reduce the Company’s debt, following its refinancing announcement on 19 December 2023 as well as for general working capital.
On 11 September 2023, the Company announced that it was evaluating the best corporate setting to maximise shareholder value from its investment in CSS. The Board continues to explore the potential for a trade sale and de-merger, but there can be no certainty that any transaction will ultimately be made nor on its value.
Charles Dickson, Executive Chairman, said: “Whilst the Company is now focused on roadside real estate, we are delighted with the progress that CSS and its management team have made. We welcome CGV as a shareholder in CSS and remain focused on finding the right corporate setting for CSS to reach its full potential.”