REG - Roadside Real Estate - Final results for the period ended 30 Sep 2023
03/05/2024 07:00
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RNS Number : 0941N 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", the "Group" or the "Company")
Final results for the period ended 30 September 2023
Roadside, (AIM: ROAD) announces its audited results for the period to 30
September 2023, following a year in which it has refocused its strategy on
roadside real estate to institutionalise a new sub-sector of the real estate
market, established a joint venture with Meadow Partners LLP, ("Meadow") to
implement this strategy and progressed its disposal programme.
Charles Dickson, Executive Chairman of Roadside, said:
"We have made significant progress in realigning our business to focus on
creating an exciting £250m portfolio of roadside real estate assets under
management in desirable locations that cater to the needs of local communities
and businesses.
"Much of our immediate £100m target asset pipeline is under negotiation, and
we have an exciting roster of prospective tenants keen to occupy our planned
acquisition sites, which will feature a combination of Drive-Thru,
Foodvenience, Local Logistics, Trade Counters and Electric Vehicle charging
stations.
"We were especially pleased to complete the development of two wholly owned
sites in Wellingborough and Maldon, marking the first significant milestones
in the implementation of our strategy.
"By the end of the 2024 calendar year we expect to have deployed substantially
all of the £100m capital allocation agreed with Meadow, rapidly assembling an
institutional quality portfolio, increasing the Company's management and
development fee earnings.
'We have taken full control of SleepEngine® IP, successfully sold a minority
stake in Cambridge Sleep Sciences ("CSS") for £7.5m in cash post year end,
demonstrating the value of CSS and creating significant liquidity for the
Group.
"We look forward to sharing updates as we move ahead."
Financial highlights
2023 2022 Change
15 months 12 months
Revenue from continuing operations* (£m) 0.1 4.3 -4.2
Operating profit from continuing operations* (£m) -5.3 1.4 -6.7
Loss after tax** (£m) -10.2 -9.5 -0.7
Net -decrease/increase in cash (£m) 0.0 -0.4 +0.4
Basic earnings per share (pence) -7.00 -6.68 -0.32
Net assets/-liabilities per share (pence) -12.44 -5.37 -7.07
* Continuing operations is real estate. Roadside has sold Workshop Coffee and
wound down Centurian Automotive. The disposal of Barkby Pubs is progressing
and the Board continues to assess the best way to maximise the value of the
Group's remaining stake in CSS, therefore these businesses have been presented
as discontinued operations.
** The loss after tax of £10.2m includes a £2.6m decrease in fair value of
investment property and £2.3m loss from discontinued operations.
Operational highlights
Real Estate
• The Group's focus is to build and scale a high-quality, substantial portfolio
of modern, ESG compliant roadside real estate investments
• Construction completed at Wellingborough and Maldon and the Company will
retain both assets
• Wellingborough was valued at £3.9m at the period end and has contracted rent
of £237,000 per annum from tenants including Greggs Plc, Formula One
Autocentres Ltd., City Plumbing Supplies Holdings Ltd and C. Brewers &
Sons Ltd
• Maldon was valued at £4.8m at the period end and has contracted rent of
£280,000 per annum with contracted tenants being Costa Coffee Ltd., Formula
One Autocentres Ltd, Toolstation Ltd and City Electrical Factors Ltd.
• After the period end, the Company acquired three sites via its joint venture
with Meadow in Stoke, Gosport and Coventry. Roadside contributed 3% of the
acquisition cost for each site in line with the joint venture agreement and
will earn ongoing asset management fees as well as its share of rental income
Discontinued operations
As previously announced in July 2022, the Board determined to dispose of the
Group's non-real estate businesses and investments and has made the following
progress in the period under review:
• CSS has made significant progress with its Software-as-a-Service license-based
business model and agreed several global licensing deals. It continues to
expand its pipeline of new licensee opportunities. A strategic review of the
business is underway with the aim of evaluating the most appropriate corporate
setting and structure for the company in the best interests of Roadside's
shareholders. There can be no certainty that any offer or sale will ultimately
be made for CSS or the value of any such proposed deal
• Workshop Coffee was sold to its management team on 31 July 2023 for receivable
consideration of £480,000, which has been satisfied in full
• Centurian Automotive wound-down trading activity from January 2023 and the
final remaining stock vehicles were sold after the period end
• Barkby Pubs reduced its operations during the period, with the disposal of one
freehold and lease surrenders agreed with the landlord of two other pubs. Two
further leasehold sites have been sold post year end and we anticipate that
the final group of four pubs will be sold in due course
The results of Workshop Coffee, Centurian Automotive, Barkby Pubs and
Cambridge Sleep Sciences are presented as discontinued operations in the
results for the period to 30 September 2023.
Outlook
• The Group intends to scale its roadside commercial property business with
capital provided by its joint venture with Meadow
• The Group has established an extensive immediate £100m pipeline of targets
and has expanded its medium term target pipeline by a further £150m to
c.£250m
• The Group has improved liquidity following the issue of a loan note in April
2024, refinancing and extending its debt facilities alongside the proceeds
from the CSS stake sale.
Change of accounting reference date
As previously announced, the Company has changed its accounting reference date
to 30 September. Accordingly, the accounting period presented is for the
period from 3 July 2022 to 30 September 2023.
Restoration of Trading and Posting of Annual Report
With the announcement of its Final Results for the period ended 30 September
2023, the Company has requested that trading in its ordinary shares on AIM be
restored with effect from 7.30 a.m. on 3 May 2024.
In accordance with AIM Rule 20, the 2024 annual report is available to view on
the Company's website: https://www.roadsideplc.com/investors
(https://www.roadsideplc.com/investors) and will be posted to shareholders
later today.
Enquiries:
Roadside Real Estate PLC
Charles Dickson, Executive Chairman
c/o Montfort
Montfort
Olly Scott +44 (0)78 1234 5205
Georgia Colkin +44 (0)75 4284 6844
Cavendish Capital Markets Limited (Nomad and Broker) +44 (0)20 7220 0500
Carl Holmes / Simon Hicks / Fergus Sullivan (Corporate Finance)
Tim Redfern (ECM)
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Corporate Broker) +44 (0)20 7710 7600
Mark Young
Jonathan Wilkes-Green
Catriona Neville
About Roadside Real Estate PLC
Roadside Real Estate is focused on building and scaling a high-quality
portfolio of modern assets.
Chairman's statement
The Group has made good progress on its strategy to focus on roadside real
estate and dispose of non-core investments. To reflect the significant
progress towards this strategy, the Group changed its name to Roadside Real
Estate plc in January 2024.
Strategic focus
As previously outlined, following admission to trading in AIM in January 2020,
Covid impacted heavily on the Group's hospitality and other businesses. It,
thus, emerged from these early years with a renewed focus on its real estate
business.
During the period to 30 September 2023, the business completed its first
roadside real estate development at Wellingborough, which was followed by
completion of a second site in Maldon.
We are also pleased to be working with our joint venture partner, Meadow, to
develop a roadside real estate portfolio by acquiring high-quality sites where
we can meet the requirements and demands of both local communities and
businesses by offering a mix of Drive Thru, Foodvenience, Local Logistics and
Trade Counter Businesses, alongside EV charging facilities.
With access to the capital required, the joint venture can institutionalise a
new asset class within the real estate sector.
The JV's first acquisition was completed in October 2023 at Stoke. This asset
has scope for several accretive investment opportunities, not least the
installation of much-needed EV charging infrastructure.
Outlook
Roadside is focused on two further development assets in Swindon and Spalding
and looks forward to updating shareholders in due course.
The JV has an prospective roadside real estate investment pipeline in excess
of £100m, which we are confident will attract high-quality nationwide
tenants, underpinning reliable, long term income streams. We believe this JV
has the opportunity to create a portfolio worth c.£250m over time. Roadside
will contribute and own at least 3% of the joint venture and will earn both
development fees and ongoing asset management fees for the joint venture's
assets.
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. However, it is encouraging that
the Company has realised value from its investment and secured vital IP rights
that underpin CSS's future prosperity.
Finally, I would once again like to recognise our most important asset: our
people, who have demonstrated solidarity and commitment across the Group.
Despite substantial changes within the business and the impact of events
outside our control, I have been hugely impressed and proud of the attitudes
shown across all of our teams. We now look forward to rolling-out our real
estate strategy and unlocking its potential for success.
Business and Financial Review
Roadside Real Estate
Roadside sources and develops commercial property schemes across the United
Kingdom, specialising in roadside developments including mixed-use trade and
retail parks with retail warehouses, logistics, storage, industrial, leisure
and quick food service.
Recent acquisition and development deals have been impacted by macro-economic
conditions, including inflation and higher interest rates. This has resulted
in a decrease in fair value of £2.6m in the period. However, this has also
created excellent acquisition opportunities and there remains a strong
interest in the Group's upcoming schemes from tenants.
The commercial property development pipeline was completed during the year,
with two schemes completed at Wellingborough and Maldon.
Wellingborough
The asset is located on Dennington Road and has excellent links to local
communities in Northampton and Kettering, main arterial A-roads and the M1.
The site was purchased in January 2021 for £540,000 subject to planning and
was 90% pre-let prior to construction works commencing to reposition the site
in line with the Company's investment criteria.
The asset's total rentable space of 14,100 sq.ft. is occupied by Greggs (as a
Drive Thru), Formula One Autocentres, City Plumbing Supplies and a branch of
Brewers Decorator Centre, producing a total rental income of £237,000 per
annum. These tenants meet our demanding occupier criteria by virtue of their
strong structural underpinnings, brands and covenants. The asset benefits from
a WAULT of over 12 years, with index-linked rental agreements.
Following completion, the asset has an EPC rating of A and its sustainability
credentials will shortly be further enhanced by the completion of four
Ultra-fast EV charging bays, creating a new income stream for the asset and
delivering new customer footfall for tenants. Wellingborough was valued at
£3.9m at the period end.
Maldon
The Maldon development is situated just off the A414 Wycke Hill in a prime
location next to Wycke Hill business park and near the town of Maldon, where
1,500 new dwellings are currently under development. It was purchased in
October 2021 for £2.2m. The asset's total rentable space of 14,200 sq ft will
be occupied by a Costa Coffee (as a Drive Thru), Formula One Autocentres,
Toolstation, City Electrical Factors and Be-EV producing a total rental income
of £280,000 per annum, 78% of which is index-linked with caps and collars.
These tenants meet the Company's demanding occupier criteria by virtue of
their strong structural underpinnings, brands and covenants. Following
completion, the asset has an EPC rating of 'A' and the site has been further
enhanced with the addition and completion of four Ultra-fast EV charging bays.
Maldon was valued at £4.8m at the period end.
Due to an increase in yield expectations in line with higher interest rates,
we recognised a decrease in the fair value of our investment properties of
£2.9m in the period.
Joint venture with Meadow Partners LLP
The Group explored a variety of options to fund its strategy amidst a
challenging capital markets environment. The Board concluded that the JV
offered the best structure to support the successful implementation of its
strategy, maximising the creation of sustainable shareholder value. The
formation of the JV creates a well-capitalised vehicle capable of rapidly
deploying investment in target assets.
The JV focuses on acquiring sites where it can offer consumers a mix of Drive
Thru, Foodvenience, Local Logistics and Trade Counter businesses alongside
opportunities to increase EV charging facilities.
The JV intends to create a modern roadside portfolio worth over £250m through
acquisition, asset management and development, including opportunities across
the portfolio for electric vehicle charging infrastructure.
Meadow is a real estate private equity manager based in New York and London
with US$6.2bn gross AUM. It specialises in middle-market real estate
transactions across all sub-sectors and risk profiles. Its partners have been
responsible for the acquisition and ongoing asset management of over US$30bn
of real estate assets located in the United States, Europe and Asia.
Meadow will initially own and fund 97% of the JV while Roadside will own and
fund 3%.
Investments / discontinued operations
CSS has made significant progress on its Software-as-a-Service license-based
business model and agreed several global licensing deals. A strategic review
of the business is underway with the aim of maximising value at exit.
An unconditional sale agreement equivalent to 10% of CSS was agreed after the
period end date and the Board continues to assess the best way to maximise the
value of the Group's remaining stake.
Three pubs were exited during the period, and two further exits were completed
after the period end. The Board intends to exit the remaining four sites in
due course.
Workshop Coffee was sold during the period and the operations of Centurian
Automotive were wound down.
As a result of this, the financial result of CSS, Barkby Pubs, Workshop Coffee
and Centurian Automotive has been presented as discontinued operations, which
generated a loss of £2.4m during the year.
Liquidity and Going Concern
Following a re-assessment of its strategy and opportunities, the Group is now
focused on its real estate business, which it believes will generate the best
returns in the long term. This decision significantly reduces the cash
investment previously required for the growth of CSS and the cash outflows
experienced by Centurian Automotive, Workshop Coffee and Barkby Pubs. Roadside
has retained its completed property developments located at Wellingborough and
Maldon. The focus is now on building a roadside real estate portfolio held in
a JV with Meadow Partners LLP. This ensures available capital for deployment
and will provide a reliable and recurring cash flow from future development
and management fees.
Despite significant progress being made, the disposal of the discontinued
operations has not yet completed, therefore the Board has prepared a
profitability and cash flow forecast to May 2025 that includes all Group
companies and reflects a severe but plausible downturn scenario.
The Directors consider a going concern basis of preparation to be appropriate
for the preparation of these financial statements. The Group expects all
discontinued operations to be fully disposed of by the end of the current
financial year. The Group's cash flow forecast for the next 12 month period
to May 2025 includes the expected timing and quantum of cashflows arising from
the discontinued operations as well as the new Group structure, neither of
which are certain. In the event that the Group is unable to achieve its
forecasts it may be dependent on borrowing facilities or additional funding.
This condition indicates that a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern.
The Group currently has the following third-party debt:
Tarncourt: The Tarncourt facility is a related party facility owed to a
vehicle controlled by the Dickson Family. The facility was extended after the
period end to April 2026, with no payments required until that date.
HSBC: The Group banks with HSBC across the majority of its companies. The bank
has been supportive in providing working capital facilities (overdraft and
CBIL) to meet the Company's requirements. The HSBC overdraft and CBIL was
repaid in full post year end, and the Group does not depend on any further
funding from HSBC.
Other facilities: There are several smaller legacy borrowings in place within
the Group's subsidiaries. The cash flow forecast assumes these facilities are
repaid in accordance with their contractual terms.
Prior to completion of the CGV stake sale the Group had net cash available of
approximately £0.2m as at 1st May 2024 and an additional £2.0m available
under the Tarncourt facility.
Roadside is in the final stages of its strategic restructuring, which will
result in its focus being solely on real estate. The Company aims to retain
its commercial property developments, providing a reliable source of recurring
income and cash flow, as well as high quality investment property assets with
equity value that can be unlocked via sale if needed.
Group statement of profit or loss and other comprehensive income
Period ended 30 September 2023
Period ended Year ended
30 Sep 23 2 Jul 22
£'000s £'000s
Continuing operations
Revenue 60 4,309
Cost of sales - -1,808
Gross profit 60 2,501
Other operating income 78 -
Administrative expenses -2,856 -2,301
Movement in fair values -2,610 1,250
Loss from continuing operations -5,328 1,450
Finance expense -2,487 -708
Finance income - 55
Loss from continuing operations before tax -7,815 797
Income tax credit - 21
Loss for the year from continuing operations -7,815 818
Discontinued operations
Loss for the year from discontinued operations -2,368 -10,332
Loss and total comprehensive income for the period -10,183 -9,514
Loss for the year is attributable to:
Non-controlling interest included in discontinued operations -142 -190
Owners of Roadside Real Estate Plc -10,041 -9,324
-10,183 -9,514
Pence Pence
Loss per share for profit attributable to the owners of Roadside Real Estate
Plc
Basic loss per share from continuing operations -5,45 0.59
Basic loss per share from discontinued operations -1.55 -7.27
-7.00 -6.68
Group consolidated statement of financial position
As at 30 September 2023
As at As at
30 Sep 23 2 Jul 22
£'000s £'000s
Assets
Non-current assets
Property, plant and equipment 30 2,454
Intangible assets - 31
Right-of-use assets - 2,539
Investment property 8,700 4,652
Other non-current assets - 83
Total non-current assets 8,730 9,759
Current assets
Inventory 385 1,883
Trade and other receivables 438 648
Contract assets - 13
Prepayments 250 262
Other current assets 62 39
Cash and cash equivalents 2,045 33
Total current assets 3,180 2,878
Assets of disposal groups held for sale 5,000 5,060
Total current assets 8,180 7,938
Total assets 16,910 17,697
Liabilities
Current liabilities
Trade payables -1,269 -2,136
Borrowings -17,359 -4,016
Lease liabilities - -491
Other current liabilities -1,111 -5,350
Total current liabilities -19,739 -11,993
Liabilities of disposal groups held for sale -6,440 -7,077
Total current liabilities -26,179 -19,070
Non-current liabilities
Borrowings -8,597 -3,708
Lease liabilities - -2,571
Provisions - -48
Total non-current liabilities -8,597 -6,327
Total liabilities -34,776 -25,397
Net liabilities -17,866 -7,700
Equity
Share capital 1,237 1,233
Share premium 5,443 5,430
Merger reserve -422 -422
Issued equity 6,258 6,241
Retained losses -23,446 -14,655
Fair value reserve - 1,250
Equity attributable to the owners of Barkby Group Plc -17,188 -7,164
Non-controlling interest -678 -536
Total equity -17,866 -7,700
Group statement of cash flows
For the period ended 30 September 2023
Period ended Year ended
30 Sep 23 2 Jul 22
£'000s £'000s
Cash flows from operating activities
Loss before tax from continuing operations -7,815 797
Loss before tax from discontinued operations -2,434 -10,415
Loss before tax -10,249 -9,618
Adjustments to reconcile loss before tax to net cash flows
Depreciation of property, plant and equipment and right-of-use assets 1,081 789
Amortisation of intangible assets 198 169
Impairment of goodwill - 8,037
Loss on disposal of property, plant and equipment 199 166
Fair value movement in investment property 2,610 -1,250
Finance income - -55
Finance expense 3,257 1,551
Working capital changes
Decrease in trade receivables, contract assets and prepayments 386 91
Decrease in inventories 4,614 694
(Decrease)/increase in trade and other payables -5,503 3,374
Total working capital changes -503 4,159
Interest paid -1,533 -514
Interest received - 55
Income tax paid 66 -25
-1,467 -484
Net cash flow from operating activities -4,874 3,464
Cash flows from investing activities
Disposal of investments - 1,920
Purchase of investment property -6,658 -3,402
Purchase of property, plant and equipment -267 -1,628
Purchase of intangible assets - -38
Net cash used in investing activities -6,925 -3,148
Cash flows from financing activities
Proceeds from issue of shares 4 100
Proceeds from borrowings 18,597 9,424
Repayment of borrowings -6,165 -9,666
Repayment of lease liabilities -617 -581
Net cash raised in financing activities 11,819 -723
Net increase/(decrease) in cash and cash equivalents 20 -407
Cash and cash equivalents at the beginning of the financial period -628 -221
Cash and cash equivalents at the end of the financial period -608 -628
Cash and cash equivalents of continuing operations at the end of the financial -623 -617
period
Cash and cash equivalents of discontinued operations at the end of the 15 -11
financial period
Statement of changes in equity
For the period ended 30 September 23
Share capital Share Merger Reserve Fair value reserve Profit and loss reserve Non-controlling interest Total equity
premium
£'000s £'000s £'000s £'000s £'000s £'000s £'000s
Balance at 2 July 2022 1,233 5,430 -422 1,250 -14,655 -536 -7,700
Loss after income tax and total comprehensive income for the period - - - - -10,041 -142 -10,183
Transfer from fair value reserve - - - -1,250 1,250 - -
Restricted shares issued 4 13 - - - - 17
Balance at 30 September 2023 1,237 5,443 -422 - -23,446 -678 -17,866
Notes to the financial statements
1. Company information
The consolidated financial statements of Roadside Real Estate plc for the
period ended 30 September 2023 were authorised for issue in accordance with a
resolution of the directors on 2 May 2024. Roadside Real Estate plc is a
public limited company incorporated and domiciled in the UK. The company's
number is 07139678 and the registered office is located at 115b Innovation
Drive, Milton,
Abingdon, Oxfordshire OX14 4RZ.
The Group's principal continuing activities consist of real estate investment.
During the period ended 30 September 2023, the Group decided to dispose of
Barkby Pubs (a pub portfolio) and during the prior year ended 2 July 2022 the
Group decided to dispose of Workshop Coffee (a speciality coffee roaster),
Centurian Automotive (a premium used car dealership) and Cambridge Sleep
Sciences, (owner of SleepHub and SleepEngine) which are therefore shown as
discontinued activities in these financial statements.
2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial
statements are set out below. These policies have been consistently applied to
all the periods presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended UK adopted Accounting
Standards and Interpretations issued by the International Accounting Standards
Board ('IASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted. At present, no new or amended
Accounting Standards or Interpretations are expected to have an impact on the
reported results in the future.
Basis of preparation
These consolidated financial statements of Roadside Real Estate plc (or "the
Group") have been prepared in accordance with UK adopted International
Accounting Standards.
Accounting periods
The financial statements have been prepared covering the financial period
ended 30 September 2023. The financial period is an extended 15 month period,
and in accordance with the Group's policy of drawing up financial statements
to the nearest Saturday, consists of a 65 week period ending on 30 September
2023 (2022: 52 weeks and 2 days ending on 2 July 2022). The change to a
September year end was to align year ends for all subsidiaries. The Group's
consolidated financial statements cover the financial period from 3 July 2022
to 30 September 2023. Therefore, the current and prior periods presented are
not comparable.
Historical cost convention
The financial statements have been prepared under the historical cost
convention, except for certain assets and liabilities that are held at fair
value and are detailed in the Group 's accounting policies. The consolidated
financial statements are presented in Pounds Sterling, which is Roadside Real
Estate plc's functional and presentation currency and all values are rounded
to the nearest thousand (£'000s)
unless otherwise stated.
Critical accounting estimates
The preparation of the financial statements requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities
of all subsidiaries of Roadside Real Estate plc ('company' or 'parent entity')
as at 30 September 2023 and the results of all subsidiaries for the period
then ended. Roadside Real Estate plc and its subsidiaries together are
referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and recognized gains on transactions
between entities in the Group are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method
of accounting. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the
non-controlling
interest acquired is recognized directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown
separately in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of changes in equity of the
Group. Losses incurred by the Group are only attributed to the non-controlling
interest to the extent to which they can be recovered from those parties.
Discontinued operations
The Group classifies discontinued operations within a disposal group held for
sale if their carrying values will be recovered principally through a sale
transaction rather than through their continuing use. Disposal groups
classified as held for sale are measured at the lower of their carrying amount
and fair value less costs to sell. Costs to sell are the incremental costs
directly attributable to the disposal of a
disposal group, excluding finance costs and income tax expense. The criteria
for classifying a disposal group as held for sale is regarding as having been
met only when a sale is highly probable and the disposal group is available
for immediate sale in its present condition. Actions required to complete the
sale should indicate that it is unlikely that significant changes to the sale
will be made or that the decision to sell will be reversed. Management must be
committed to the plan to sell the asset and the sale is expected to be
completed within one year from the date of classification.
A disposal group qualifies as discontinued operations of it is a component of
an entity that either has been disposed of, or is classified as held for sale
and:
• Represents a separate major line of business
• Is part of a single co-ordinated plan to dispose of a separate major line
of business.
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount as profit or loss after tax from
discontinued operations in the statement of profit or loss and comprehensive
income. All other notes to the financial statements include amounts for
continuing operations unless otherwise stated.
Following decisions of the Board, the Group issued a Trading and Strategy
update announcing that the Board had resolved to sell the Barkby Pubs,
Cambridge Sleep Sciences and Centurian Automotive businesses. The Group has
therefore committed to a plan to sell Barkby Pubs and Cambridge Sleep
Sciences, which are available for immediate sale and programmes to locate
buyers for each business have been initiated. The directors expect to sell the
businesses within the next financial year ended 30 September 2024.
Centurian Automotive wound down its operations during the year, with some
final vehicle stock held at 30 September 2023, which was all sold by the date
of signing the accounts. The Group will therefore retain the subsidiary entity
and on this basis the assets and liabilities of Centurian Automotive Ltd have
been retained within the continuing operations lines of the Statement of
Financial Position. The trading result for the period was presented within
discontinued operations.
In addition, the comparative information in the statement of profit or loss
and total comprehensive income has been re-presented to show these businesses
as discontinued for the year ended 2 July 2022.
3. Post Balance Sheet Events
Tarncourt Facility
Following the issue of the loan note described below, £8.6m of the Tarncourt
facility was rolled into the loan note issue. The remaining facility was
repaid and a new facility was put in place providing funds of up to £7.5m
until expiry on 30 April 2026.
Loan Note
The Group issued a loan note on 27 March 2024 for the value of £10m. The loan
note carries a rolled up interest rate of 14% and is repayable on 31 March
2026. £8.6m of the existing Tarncourt facility, including accrued interest,
was rolled into the loan note.
Other Loans
Post year end related parties controlled by Charles Dickson have provided
additional funding.
Sale of stake in Cambridge Sleep Sciences
Roadside previously agreed to sell 952 ordinary shares in CSS on 20 March
2024, representing 10% of CSS's issued share capital. The Group has now agreed
to sell 1,000 shares at £7,500.00 per share, reducing Roadside's ownership
from 75% to 61.4% and increasing the total cash consideration to £7.5m. The
Group can confirm that the £7.5m consideration has been received and is on
account. The transaction will complete on 3 May 2024.
Joint venture with Meadow Partners LLP
Roadside formed a joint venture with Meadow Partners LLP in October 2023. The
purpose of the JV is to acquire and develop a portfolio of UK-based roadside
real estate assets and enable Roadside to implement a fully funded strategy to
institutionalise a new asset class within the real estate sector. Roadside
will initially fund and own 3% of the joint venture investments. Further
information on the joint venture is provided in the Strategic Report.
Change of Name
The parent company and Group changed its name from Barkby Group Plc to
Roadside Real Estate Plc in January 2024. The board considers that no other
material post balance sheet events occurred between the end of the period and
the date of publication of this report.
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. END FR DDGDUIDGDGSDRecent news on Roadside Real Estate
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