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REG - Roadside Real Estate - Interim results for the period to 31 March 2024

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RNS Number : 0554U  Roadside Real Estate PLC  27 June 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 "Company" or the "Group)

 

 

Interim results for the period to 31 March 2024

 

 

Roadside, (AIM: ROAD) the roadside real estate business, announces its
unaudited interim results for the six month period to 31 March 2024.

 

The Company continued to focus on its roadside real estate strategy via its
joint venture, (the "JV") with Meadow Partners LLP, ("Meadow") whilst
executing its disposal strategy.

 

Charles Dickson, Executive Chairman, commented:

"Having refinanced the business we are now actively pursuing the assembly of
our institutional quality roadside real estate portfolio, with c.£100 million
imminent pipeline via the above mentioned JV. We have a quality 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.

 

"By the end of the 2024 calendar year, we expect to have deployed much of the
£100 million capital allocation agreed with Meadow, subject to diligence and
commercial negotiation, increasing the Company's management and development
fee earnings, whilst noting that there is no certainty as to the total quantum
and timing of deployment.

 

"Our two wholly-owned sites in Wellingborough and Maldon are now fully let and
we completed three JV acquisitions during the first half of the current
financial year, being assets in Stoke, (£5.3 million) Gosport, (£2.8
million) and Coventry, (£3.3 million). The assets were acquired in line with
the agreed JV funding split whereby Meadow own and fund 97% of the JV while
Roadside own and fund 3%."

 

"We look forward to sharing further updates as we move ahead."

 

Financial highlights

Results from continuing operations for the six months to 31 March 2024 were

 

                                        Six months to 31 Mar 24^  15 months to 30 Sep 23

                                        £m                        £m
 Revenue                                0.13                      0.06
 Operating profit*                      3.97                      (5.33)
 Net profit from continuing operations  3.38                      (7.82)
 Loss from discontinued operations **   (0.18)                    (2.37)

* Operating profit from continuing operations and other income from CSS stake
sale

** Comprising Workshop Coffee, Cambridge Sleep Sciences, ("CSS") and Centurian
Automotive

^ Unaudited

 

 ·             Other income of £6.0 million was recognised in relation to a partial sale of
               Roadside's investment in Cambridge Sleep Sciences.
 ·             Net cash available, including undrawn facilities as at 31 March 2024 was £1.6
               million.

 

 

 

Operational highlights

 

Real Estate

 ·             Roadside's focus is to build and scale a high-quality, substantial portfolio
               of modern, ESG compliant roadside real estate investments.
 ·             In its wholly-owned developments:

               o  Wellingborough is valued at £3.9 million 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.

               o  Maldon is valued at £4.8 million and has contracted rent of £286,000 per
               annum with tenants including Costa Coffee Ltd., Formula One Autocentres Ltd.,
               Toolstation Ltd. and City Electrical Factors Ltd.
 ·             Through its JV with Meadow, the Company has acquired three sites in Stoke,
               Gosport and Coventry in the six months ended 31 March 2024. Roadside
               contributed 3% of the acquisition cost for each site in line with the JV
               agreement and will earn ongoing asset management fees as well as its share of
               rental income.

Investment Disposals

 ·             Following the disposal of Workshop Coffee and wind down of Centurian
               Automotive in the prior year, the Group anticipates completing the disposal of
               the four remaining pub units in Q3 2024. This will leave CSS as the Group's
               only non-real estate investment.  A further announcement will be made once
               the disposal of the remaining pubs is completed.

 

Update on CSS

 ·             Following the non-exclusive global licensing deal with Mammoth International
               Ltd., CSS received two purchase orders representing £200,000 of license
               revenue during the period.
 ·             CSS also signed several new licenses during the period, including a
               development licence with China's TPV Technologies Ltd., ("TPV") to explore
               ways of integrating its technology into TPV's consumer electronics brands,
               (which include Philips, Agon and Great Wall Technology Company) and
               development licenses with Ultrahuman Healthcare Pvt Ltd. and Footfalls Smartex
               Ltd., which both wish to integrate SleepEngine® into their wearable personal
               health sensor platforms.
 ·             In March, the Group announced an unconditional partial sale of a stake
               equivalent to 10% of the share capital of Cambridge Sleep Sciences for
               initially £6.0million in cash to CGV Ventures Ltd, ultimately rising to
               £7.5million post-period end, demonstrating the value of CSS and creating a
               significant liquidity event for the Group which has helped strengthen its
               balance sheet.  The Company also completed a refinancing in April by the
               issue of £9million loan notes and the repayment of certain outstanding
               loans.  Pursuant to the refinancing and the receipt of funding from the CSS
               stake sale the Company has £7million of available cash resources and funding
               lines as at 26 June 2024.
 ·             £6.0 million of proceeds from the 10% sale of CSS were recognised as other
               income in the interim results, reflecting satisfaction of the unconditional
               sale conditions during that period.
 ·             Subsequent to the period end an additional £1.5million of proceeds were
               recognised aligned to the acquisition of all IP rights, bringing the total
               consideration received to £7.5million. The additional £1.5million will be
               reflected in our full year audited accounts for the year ending 30 September
               2024.
 ·             Roadside retains 61.4% ownership of CSS, which it intends to sell in due
               course.

 

 

Outlook

 

Roadside is focussed on scaling its pipeline and is in negotiations on a
significant number of target assets via the JV with Meadow.

 

- Ends -

 

Enquiries:

 

 Roadside Real Estate PLC

 Charles Dickson, Executive Chairman

 c/o Montfort Communications

 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)

 Mark Young                                                                     +44 (0)20 7710 7600

 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

 

I am pleased to present the interim results for the period ended 31 March
2024.

 

Roadside 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.

 

Liquidity

As at 31 March 2024, the Group had net cash available of £1.6 million
including a working capital facility provided by Tarncourt, a related party
vehicle controlled by the Dickson family.  Post-period end, following the
receipt of funding from the CSS stake sale, and the refinancing of certain
loans, the Company has £7m of available cash resources and funding lines as
at 26 June 2024.

 

Future strategy

Roadside continues to focus on its real estate business.

 

The Company has retained its two commercial developments located at
Wellingborough and Maldon, which were completed in the year to September 2023
and are now fully let to tenants.

 

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 needs of 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 JV can institutionalise a new asset
class within the real estate sector.

 

The JV's first acquisition was completed in October 2023 in Stoke for £5.3
million. This asset has scope for several accretive investment opportunities,
not least the installation of much-needed EV charging infrastructure.
Subsequently, the JV acquired an asset in Gosport for a total cost of £2.8
million and a third asset in Coventry for £3.3 million, both completing in
March 2024.

 

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 a prospective roadside real estate investment pipeline in excess of
£100 million, which we are confident will attract high-quality nationwide
tenants, underpinning reliable, long term income streams. We believe the JV
has the opportunity to create a portfolio worth c.£250million over time.
Roadside will contribute and own at least 3% of the JV and will earn both
development fees and ongoing asset management fees for the JV'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 demerger 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.

 

 

Charles Dickson

Executive Chairman

26 June 2024

 

 

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Six months ended 31 March 2024

 

                                                                    Six months ended  Six months ended  Period ended

31-Dec-22
30-Sep-23
                                                                    31-Mar-24

                 Unaudited         Audited
                                                                    Unaudited
                                                                    £'000             £'000             £'000
 Continuing Operations
 Revenue                                                            132               3,396             60

 Cost of sales                                                      0                 (2,441)           0

 Gross profit                                                       132               955               60

 Administration expenses                                            (2,158)           (2,464)           (2,856)
 Other income                                                       6,000             98                78
 Movement in fair values                                            0                 0                 (2,610)

 Profit/(Loss) from continuing operations                           3,974             (1,411)           (5,328)

 Finance expense                                                    (595)             (630)             (2,487)

 Profit/(Loss) from continuing operations before tax                3,379             (2,041)           (7,815)

 Income tax                                                         0                 0                 0

 Profit/(Loss) for the period from continuing operations            3,379             (2,041)           (7,815)

 Discontinued operations
 Loss for the period from discontinued operations                   (176)             (724)             (2,368)
 Profit/(Loss) and total comprehensive income for the period        3,203             (2,765)           (10,183)

 Profit/(Loss) for the period is attributable to:
 Non-controlling interests included in discontinued operations      (135)             (63)              (142)
 Owners of Roadside Real Estate Plc                                 3,338             (2,702)           (10,041)
                                                                    3,203             (2,765)           (10,183)

 

The above Statement of Profit or Loss and Other Comprehensive Income should be
read in conjunction with the accompanying notes.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2024

 

                                                     As at       As at       As at

                                                     31-Mar-24   30-Dec-22   30-Sep-23

                                                     Unaudited   Unaudited   Audited
                                               Note  £'000       £'000       £'000
 Non-current assets
 Property, plant and equipment                       27          2,615       30
 Right-of-use assets                                 0           3,105       0
 Investment property                                 8,700       7,635       8,700
 Non-current assets                                  0           86          0
                                                     8,727       13,441      8,730
 Current assets
 Inventory                                           666         1,437       385
 Trade and other receivables                         6,463       64          438
 Contract assets                                     0           85          0
 Other current assets                                155         69          62
 Prepayments                                         154         311         250
 Cash and cash equivalents                     4     2,101       704         2,045
                                                     9,539       2,670       3,180
 Assets of disposal groups held for sale             3,311       4,225       5,000
 Total current assets                                12,850      6,895       8,180

 Total assets                                        21,577      20,336      16,910

 Current liabilities
 Trade and other payables                            (1,702)     (1,722)     (1,269)
 Other current liabilities                           (2,299)     (4,852)     (1,111)
 Current Borrowings                            5     (18,065)    (3,934)     (17,359)
 Current Lease liabilities                           0           (550)       0
                                                     (22,066)    (11,058)    (19,739)
 Liabilities of disposal groups held for sale        (4,954)     (6,210)     (6,440)
 Total current liabilities                           (27,020)    (17,268)    (26,179)

 Non-current liabilities
 Non-current borrowings                        5     (9,220)     (10,402)    (8,597)
 Provisions                                          0           (48)        0
 Non-current Lease liabilities                       0           (3,083)     0
                                                     (9,220)     (13,533)    (8,597)

 Total liabilities                                   (36,240)    (30,801)    (34,776)

 Net assets/(liabilities)                            (14,663)    (10,465)    (17,866)

 Equity
 Share capital                                 6     1,237       1,233       1,237
 Share premium                                       5,443       5,430       5,443
 Merger reserve                                      (422)       (422)       (422)
 Fair value reserve                                  0           1,250       0
 Retained losses                                     (20,108)    (17,357)    (23,446)
 Non-controlling interest                            (813)       (599)       (678)
                                                     (14,663)    (10,465)    (17,866)

 

 Net Liabilities per Share (pence)      -10.2p  -7.3p  -12.4p

 

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

Six months ended 31 March 2024

 

                                                                                Six months ended  Six months ended  Period

ended
                                                                                31-Mar-24         31-Dec-22

                 30-Sep-23
                                                                                Unaudited         Unaudited

                                                                                                                    Audited
                                                                                £'000s            £'000s            £'000
 Cash flows from operating activities
 Profit/(Loss) before tax from continuing operations                            3,379             -2,041            -7,815
 Loss before tax from discontinued operations                                   -176              -724              -2,434
 Loss before tax                                                                3,203             -2,765            -10,249
 Adjustments to reconcile loss before tax to net cash flows
 Depreciation of property, plant and equipment and right-of-use assets          244               307               1,081
 Amortisation of intangible assets                                              32                31                198
 Loss on disposal of property, plant and equipment                              -                 -                 199
 Fair value movement in investment property                                     -                 -                 2,610
 Net finance expense                                                            764               630               3,257
 Movement in working capital                                                    -4,691            163               -503
 Net interest paid                                                              -549              -630              -1,533
 Income tax paid                                                                0                 -                 66
 Net cash flow from operating activities                                        -997              -2,264            -4,874
 Cash flows from investing activities
 Purchase of investments                                                        -411              -                 -
 Purchase of investment property                                                -                 -2,983            -6,658
 Purchase of property, plant and equipment                                      -10               -283              -267
 Net cash used in investing activities                                          -421              -3,266            -6,925
 Cash flows from financing activities
 Proceeds from issue of shares                                                  -                 -                 4
 Proceeds from borrowings                                                       3,201             7,159             18,597
 Repayment of borrowings                                                        -1,871            -547              -6,165
 Repayment of lease liabilities                                                 -175              -266              -617
 Net cash raised/-used in financing activities                                  1,155             6,346             11,819
 Net increase/(decrease) in cash and cash equivalents                           -263              816               20
 Cash and cash equivalents at beginning of period                               -608              -628              -628
 Cash and cash equivalents at end of period                                     -871              188               -608

 Cash and cash equivalents of continuing operations at the end of the period    -1,033            150               -623
 Cash and cash equivalents of discontinued operations at the end of the period  162               38                15

 

 

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Six months ended 31 March 2024

 

                                                                        Share capital  Share premium  Merger reserve  Fair value reserve  Profit and loss reserve  Non-controlling interest  Total Equity
                                                                        £'000          £'000          £'000           £'000               £'000                    £'000                     £'000
 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    0              0              0               0                   (2,702)                  (63)                      (2,765)

 At 31 December 2022                                                    1,233          5,430          (422)           1,250               (17,357)                 (599)                     (10,465)

 Loss after income tax and total comprehensive income for the period    0              0              0               0                   (7,339)                  (79)                      (7,418)
 Transfer from fair value reserve                                       0              0              0               (1,250)             1,250                    0                         0
 Transactions with owners in their capacity as owners:
 Restricted shares issued                                               4              13             0               0                   0                        0                         17

 At 30 September 2023                                                   1,237          5,443          (422)           0                   (23,446)                 (678)                     (17,866)

 Profit after income tax and total comprehensive income for the period  0              0              0               0                   3,338                    (135)                     3,203

 At 31 March 2024                                                       1,237          5,443          (422)           0                   (20,108)                 (813)                     (14,663)

 

The above statement of changes in equity should be read in conjunction with
the accompanying notes.

 

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1.   GENERAL

These unaudited consolidated interim financial statements are for the six
months ended 31 March 2024, (1 October 2023 to 31 March 2024). They do not
include all the information required for full annual financial statements and
should be read in conjunction with the consolidated financial statements for
the period ended 30 September 2023, (3 July 2022 to 30 September 2023) which
were prepared in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006.

 

The statutory accounts for the period ended 30 September 2023 have been filed
with the Registrar of Companies. Those accounts have received an unqualified
audit report. The audit report drew attention to a material uncertainty in
relation to going concern. The audit conclusion was not modified in respect of
this matter and the auditors concluded that the Directors use of the going
concern basis of accounting in the preparation of the financial statements was
appropriate.

 

 

2.   ACCOUNTING POLICIES

The principal accounting policies and methods of computation have remained
unchanged from those used in the preparation of the financial statements for
the period ended 30 September 2023 and are expected to be used for the
financial statements for the year ending 30 September 2024.

 

Going Concern and Liquidity

Following a re-assessment of strategic focus and opportunities, Roadside's
strategy 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 Cambridge
Sleep Sciences and the cash outflows experienced by Centurian Automotive,
Workshop Coffee and Barkby Pubs.

 

Roadside has retained its wholly-owned and completed developments in
Wellingborough and Maldon. The focus is now on building a roadside real estate
portfolio, developing its wholly-owned sites at Swindon and Spalding alongside
those assets held and to be held in the JV with Meadow. The JV ensures
available capital for deployment and will provide a reliable and recurring
cash flow from development and management fees going forward.

 

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 June 2025 that includes all group
companies and reflects a severe but plausible downturn scenario. We expect all
discontinued operations to be fully disposed of by the end of the current
financial year.

 

Key considerations of the severe but plausible worst-case scenario are as
follows:

 

Real Estate

The commercial developments at Maldon and Wellingborough are completed and
fully occupied under long term leases with tenants benefiting from strong
covenants. This provides strong certainty of future cash flow.

 

On 31 October 2023, the Group announced the formation of a joint venture with
Meadow Partners LLP, to acquire and develop a portfolio of UK-based roadside
real estate assets.

 

Meadow is a real estate private equity manager based in New York and London
with US$6.2 billion gross assets under management. It specialises in middle
market real estate transactions across all sub-sectors and risk profiles. The
JV will focus 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 joint venture intends to create a modern roadside portfolio worth over
£250 million over a 30-month investment period through acquisition, asset
management and development, including opportunities across the portfolio for
electric vehicle charging infrastructure.

 

The joint venture has a prospective Roadside Real Estate investment pipeline
in excess of £100 million as more stock comes to the market and additional
approaches are being made to the Company by vendors. Tenant demand for these
sites is strong, attracting high-quality nationwide operators, underpinning
reliable, long term income streams.

 

Other businesses

Roadside has discontinued its pubs operations. The Directors anticipate the
sale to take place in the financial year ending 30 September 2024.

 

Centurian Automotive activities ceased during the financial period ended 30
September 2023. A small number of legacy stock vehicles were disposed of after
the period end, leaving no remaining stock at the date of signing.

 

Roadside signed an unconditional stake sale equivalent to 10% ownership of CSS
during the period.  Roadside retains 61.4% ownership of CSS, which it intends
to sell in due course to maximise shareholder value.

 

Group overhead

Following the strategic focus on real estate and the discontinuation of other
activities, the Group's central costs will decrease significantly going
forward.

 

Debt and borrowings

The Group refinanced certain borrowings after the period end as follows:

·      Tarncourt: The Tarncourt facility is a related party facility
owed to an entity controlled by the Dickson family. The facility was extended
to 1 April 2026 after the period end, with no payments required until that
date.  Following the issue of secured loan notes after the period end as
outlined below, the Tarncourt facility was reduced to £7.5m.

·      HSBC: The Group banks with HSBC across the majority of its
companies. HSBC 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 after the interim period and the cash flow
forecast does not depend on any further funding from HSBC.

·      Together: The Group has borrowing facilities with a specialist
lender, Together Financial Services Limited, used to finance the commercial
property developments at Maldon and Wellingborough. The facilities were
extended after the period end to March 2025 with only interest payable until
the redemption date.

·      Other facilities: There are a number of smaller legacy borrowings
in place within the Group's subsidiaries. The Group's cash flow forecast
assumes these facilities are repaid in accordance with their contractual
terms.

·      Centurian stocking finance: Centurian utilises short-term
stocking finance facilities secured against specific vehicles. This facility
is in the process of being repaid and no further funding has been drawn.

·      Loan note: The Group issued £9.0m of secured loan notes after
the period end.  The loan note proceeds were used to repay the HSBC
facilities and set off existing Tarncourt debts.

 

As at the date of issue of the interim results, the Group had approximately
£7.0 million of available cash resources and funding lines.

 

Summary

Roadside is in the final stages of its strategic restructuring, which will
result in its focus being solely on real estate. The Group 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. Based on its
profitability and cash flow forecasts that incorporate assumptions reflecting
a severe, (but plausible) downturn scenario, the Directors consider this going
concern basis of preparation to be appropriate for these financial statements.

 

However, the Directors have identified uncertainties in the assessment that
principally relate to:

·      The timing of the disposal/cessation of the remaining pub
businesses

·      The timing and quantum of the ongoing cash flows relating to CSS

·      The timing of refinancing of the Group's senior debt facility

 

If the cash flow receipts above are below expectations or are delayed there
exists a material uncertainty which may cast doubt over the ability of the
Group to continue as a going concern.

 

Management has identified activities that mitigate the risk being:

1.   Sale of the remaining interest in CSS

2.   Utilising the headroom in the Tarncourt facility

 

Notwithstanding the material uncertainty identified, the Directors have
concluded the going concern basis of preparation to be appropriate. The
financial statements do not include any adjustments which could arise in the
event that the Group was not a going concern.

 

Revenue recognition

Real estate revenue principally consists of the development and ultimately the
sale of real estate sites. Revenue is recognised at an amount that reflects
the consideration to which the Group is expected to be entitled in exchange
for transferring goods or services to a customer. For each contract with a
customer, the Group: identifies the contract with a customer; identifies the
performance obligations in the contract; determines the transaction price
which takes into account estimates of variable consideration and the time
value of money; allocates the transaction price to the separate performance
obligations on the basis of the relative stand-alone selling price of each
distinct good or service to be delivered; and recognises revenue when or as
each performance obligation is satisfied in a manner that depicts the transfer
to the customer of the goods or services promised.

 

Variable consideration within the transaction price, if any, reflects changes
to specifications required by customers and any other contingent events. Such
estimates are determined using either the 'expected value' or 'most likely
amount' method. The measurement of variable consideration is subject to a
constraining principle whereby revenue will only be recognised to the extent
that it is highly probable that a significant reversal in the amount of
cumulative revenue recognised will not occur. The measurement constraint
continues until the uncertainty associated with the variable consideration is
subsequently resolved.

 

Other Income

Other income relates to the partial sale of a stake equivalent to 10% of the
share capital of Cambridge Sleep Sciences.  £6.0 million of disposal
proceeds were recognised as other income in the unaudited interim results,
reflecting satisfaction of the unconditional sale conditions during that
period.  Subsequent to the period end an additional £1.5 million of proceeds
were recognised aligned to the acquisition of all IP rights, bringing the
total consideration received for the sale of 10% of CSS to £7.5 million.
The additional £1.5 million will be reflected in our full year accounts for
the year ending 30 September 2024.

 

Discontinued operations

A disposal group qualifies as discontinued operations if 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 on 29 September 2023 announcing that the Board had resolved to sell
Barkby Pubs, Cambridge Sleep Sciences and Centurian Automotive businesses. The
Group has therefore committed to plans 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 12 months.

 

Centurian Automotive has wound-down its operations. The Group will therefore
retain the subsidiary entity and on this basis the remaining 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.

 

 

3.   PROFIT / (LOSS) PER SHARE

 

                                                                                     31-Mar-24        31-Dec-22        30-Sep-23

                                                                                     Unaudited        Unaudited        Audited
                                                                                     £'000s           £'000s           £'000s
 Profit after tax from continuing operations                                         3,379            (2,041)          (7,815)
 Profit/(Loss) after tax from discontinued operations                                (176)            (724)            (2,368)
 Total loss after income tax                                                         3,203            (2,765)          (10,183)

 Non-controlling interest (discontinued operations)                                  135              63               142
 Loss after income tax from continuing operations attributable to the owners of      3,379            (2,041)          (7,815)
 Roadside Real Estate PLC
 Loss after income tax from discontinued operations attributable to the owners       (41)             (661)            (2,226)
 of Roadside Real Estate PLC
 Total loss after income tax attributable to the owners of Roadside Real Estate      3,338            (2,702)          (10,041)
 Plc

                                                                                     Pence            pence            pence
 Basic profit / (loss) per share from continuing operations                          2.35             (1.42)           (5,45)
 Basic profit / (loss) per share from discontinued operations                        (0.03)           (0.46)           (1.55)
                                                                                     2.32             (1.89)           (7.00)

 Weighted average number of shares                                                   Number           Number           Number
 Weighted average number of ordinary shares used in calculating basic earnings       143,677,804      143,261,138      143,390,543
 per share

 

 

4.   CASH AND CASH EQUIVALENTS

 

                                                                                   31-Mar-24     31-Dec-22     30-Sep-23

                                                                                   Unaudited     Unaudited     Audited
                                                                                   £'000s        £'000s        £'000s
 Cash at bank                                                                      2,101         623           2,045
 Cash in transit                                                                   0             78            0
 Petty cash                                                                        0             3             0
                                                                                   2,101         704           2,045

 Reconciliation to cash and cash equivalents at the end of the financial period
 The above figures are reconciled to cash and cash equivalents at the end of
 the period as shown in the statement of cash flows as follows:
 Balances as above                                                                 2,101         704           2,045
 Bank overdraft                                                                    -3,134        -554          -2,668
 Balance of cash and cash equivalents per statement of cash flows                  -1,033        150           -623

 

 

5.   BORROWINGS

 

                               Balance at  Proceeds of borrowings  Repayments  Balance at

                               30-Sep-23                                       31-Mar-24
                               £'000s      £'000s                  £'000s      £'000s
 Bank overdrafts               2,668       466                     -           3,134
 Bank loans                    7,736       -                       -1,184      6,552
 Other loans                   6,500       -                       -235        6,265
 Loans from related parties    9,051       2,735                   -452        11,334
 Total borrowings              25,955      3,201                   -1,871      27,285
 Reported as
 Current liabilities           17,359                                          18,065
 Non-current liabilities       8,596                                           9,220
 Total borrowings              25,955                                          27,285

 

 

6.   SHARE CAPITAL

 

Issued and fully paid:

                                                31-Mar-24      30-Sep-23      31-Mar-24  30-Sep-23
                                                No. of shares  No. of shares  £'000s     £'000s

 Ordinary shares of £0.00860675675675676 each   143,677,804    143,677,804    1,237      1,237

 

 

7.   OPERATING SEGMENTS

Following the decision during the prior period to dispose of Barkby Pubs,
there is now only one identified operating segment, which is Real Estate.
Therefore no separate operating segments are disclosed.

 

 

8.   COPIES OF INTERIM REPORT

Copies of the interim report are available to the public from the Company at
115B Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ and are
available on the website at www.roadsideplc.com.

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