ROAD Roadside Real Estate Plc

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

Operational highlights

Real Estate

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:

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

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 and will be posted to shareholders later today.

Enquiries:

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.

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.