REG - AIM Tapir Holdings Ltd - Schedule One Update - Tapir Holdings Ltd

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RNS Number : 5164V  AIM  06 March 2026

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Tapir Holdings Ltd ("Tapir" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 Registered Office:

 Craigmuir Chambers

 Road Town

 Tortola

 VG 1110

 British Virgin Islands

 Business Address:

 Belize Bank Centre

 Suite 201, Second Floor,

 Coney Drive

 Belize City

 Belize

 COUNTRY OF INCORPORATION:

 British Virgin Islands

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 www.tapirholdingsltd.com

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 The Company is a strategic investment holding company incorporated on 24
 January 2024 as a company limited by shares in accordance with the laws of the
 British Virgin Islands.

 The Company's sole asset is its 10.04 per cent. equity stake (net of treasury
 shares) in Rendeavour Holdings Limited ("Rendeavour"), which is held through
 its wholly owned subsidiary Tapir Venture Holdings Ltd.

 Rendeavour is a private limited liability company incorporated in Bermuda and
 is a leading investor in East and West African urban development projects and
 is one of the largest diversified pan-African land platforms, focused on
 providing high quality infrastructure, planning and urban management to create
 satellite cities in East and West Africa.

 On Admission, the Company will be an 'Investing Company' as defined by the AIM
 Rules for Companies. Following Admission, the Company will seek to provide
 Shareholders with an attractive total return achieved primarily through
 capital appreciation of investments held by the Company. The Company will seek
 to achieve its investment objective through further investments in Rendeavour
 and in other related and unrelated development projects or unquoted companies
 with suitable synergy across Africa, with a view to becoming a holding company
 for regional operating entities which have as their primary purpose a
 commercial activity or an industrial activity, or a combination of such
 activities.

 The investment characteristics that the Company will consider for any
 opportunity to contribute to long term value include the following:

 i.    the business has a focus on Africa;

 ii.    the business has high operational expertise or brand position
 creating barriers to entry of new competitors, and therefore has the ability
 to convert customers to longer term agreements;

 iii.   the business is underperforming financially, however operational
 modification will likely achieve substantially improved performance and
 profitability;

 iv.  the business possesses recurring contractual revenues under multi-year,
 long term agreements with low annual erosion of the contract base;

 v.   the business has positive cash flow potential with low recurring
 capital expenditure needs;

 vi.  the business operates within a fragmented competitive landscape where
 there is potential to execute consolidation of operations and acquisitions, to
 leverage of economies of scale and to apply service model replication across
 multiple clients;

 vii.  the business operates in sectors where regulatory compliance pressures
 and environmental change provide opportunities for outsourcing services to
 specialist providers;

 viii. the business operates in markets where there is opportunity to bundle
 related services to achieve operational efficiencies or scale, and improved
 profitability for the Company.

 The Company may be both an active and a passive investor depending on the
 nature of the individual investment, with a strategic focus on those
 investments described above. Where control is acquired, the Company will seek
 to implement necessary management, process or other business changes needed to
 achieve the Company's objectives and business strategy.

 There will be no prescribed minimum or maximum holding period for any
 investment, however, to achieve its commercial purpose the Company expects
 that investments will be held for the medium to long-term. Any minority
 investments shall be those where the Company believes there is opportunity for
 it to participate in the financial and operating decisions of the investment
 with a view to contributing to long-term value. The Company does not place any
 limitations on the size of the investments it will seek. There is no minimum
 or maximum number of investments which the Company may make.

 It is anticipated that returns to Shareholders will be delivered primarily
 through an appreciation in the Company's share price as it develops as a
 commercial holding company rather than through capital distributions via
 regular dividends. Whilst there may be opportunities to spin out businesses in
 the form of distributions in specie to Shareholders or make sales of specific
 investments and therefore contemplate returns via special dividends such
 opportunities would only be explored in exceptional and opportunistic
 circumstances where such action would be in the best interests of Shareholders
 as the primary purpose of the Company is to hold and grow its investments as
 it seeks to become a recognised and established commercial operation in
 Africa.

 Under the AIM Rules for Companies, any material changes to the Investing
 Policy will require the prior consent of the Company's shareholders at a
 general meeting. Any variation to the Company's investment objective and
 policy or restrictions will be made only following approval of the Board
 subject to compliance with the AIM Rules for Companies.
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Name and nominal value of the securities: shares of nil par value in the
 capital of the Company ("Shares").

 Number of Shares on Admission: 247,164,866 Shares

 There are no restrictions as to the transfer of the Shares.

 No Shares will be held in treasury on Admission.

 The Company is not subject to the UK City Code on Takeovers and Mergers or any
 similar legislation under the laws of the British Virgin Islands. Shareholders
 should note, however, that the Company does have drag and tag provisions in
 its constitution which will be described on the Company's website and in its
 Admission Document.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: n/a

 Anticipated market capitalisation on Admission: approximately £67 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 89.1%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 Tapir Holding Ltd (TPH.BH) listed on the Bermuda Stock Exchange on 11 March
 2024.

 On Admission, the Shares will remain admitted to trading on the Bermuda Stock
 Exchange following Admission, but the Bermuda Stock Exchange will become the
 secondary listing and AIM the primary listing for the Shares.

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Existing Directors

 Michael Anthony Ashcroft ('Lord Ashcroft') - Non-Executive Chair

 Frank Alan Mosier Jr. - Independent Non-Executive Director

 Philip Thomas Osborne - Executive Director

 Melquisedec 'Mel' Flores-Urbina - Executive Director and Finance Director

 Proposed Directors (to be appointed on Admission)

 Dr. Jerome Paul Booth - Senior Independent Non-Executive Director

 Rachel Bernadette Addison Horsley - Independent Non-Executive Director

 Philip Charles Johnson - Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

Shareholder                        % holding
 Michael Anthony Ashcroft(1)        76.25
 Lockington Investments Limited(2)  11.39

 

 (1) Lord Ashcroft's holding is held through (i) 25,745,300 shares in his name,
 (ii) 160,449,749 shares held by Strand Associates Group Limited, a company
 wholly owned by Lord Ashcroft, and (iii) 2,273,755 shares held by Redmayne
 (Nominees) Limited as nominee on behalf of Bainsville Commercial Inc, a
 company wholly owned by Lord Ashcroft.

 (2) These shares in the Company are held by Vidacos Nominees Limited, a
 nominee account on behalf of Lockington Investments Limited an entity
 controlled by Frank Mosier, of which Frank Mosier has a beneficial interest in
 27,814,658 Shares.

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         31 December

 (ii)        Unaudited interim results for the 6 months to 30 June 2025

 (iii)       30 June 2026 (audited results for the 12 months to 31
 December 2025)

 30 September 2026 (unaudited results for the 6 months ended 30 June 2026)

 30 June 2027 (audited results for the 12 months to 31 December 2026)

 EXPECTED ADMISSION DATE:

 11 March 2026

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Panmure Liberum Limited

 Ropemaker Place, Level 12

 25 Ropemaker Street

 London EC2Y 9LY

 NAME AND ADDRESS OF BROKER:

 Panmure Liberum Limited

 Ropemaker Place, Level 12

 25 Ropemaker Street

 London EC2Y 9LY

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which will contain full details about the applicant
 and the admission of its securities, will be available on the Company's
 website.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 6 March 2026

 NEW/ UPDATE:

 UPDATE

 

(1) Lord Ashcroft's holding is held through (i) 25,745,300 shares in his name,
(ii) 160,449,749 shares held by Strand Associates Group Limited, a company
wholly owned by Lord Ashcroft, and (iii) 2,273,755 shares held by Redmayne
(Nominees) Limited as nominee on behalf of Bainsville Commercial Inc, a
company wholly owned by Lord Ashcroft.

 

(2) These shares in the Company are held by Vidacos Nominees Limited, a
nominee account on behalf of Lockington Investments Limited an entity
controlled by Frank Mosier, of which Frank Mosier has a beneficial interest in
27,814,658 Shares.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December

(ii)        Unaudited interim results for the 6 months to 30 June 2025

(iii)       30 June 2026 (audited results for the 12 months to 31
December 2025)

30 September 2026 (unaudited results for the 6 months ended 30 June 2026)

30 June 2027 (audited results for the 12 months to 31 December 2026)

 

EXPECTED ADMISSION DATE:

 

11 March 2026

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Panmure Liberum Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London EC2Y 9LY

 

NAME AND ADDRESS OF BROKER:

 

Panmure Liberum Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London EC2Y 9LY

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

6 March 2026

 

NEW/ UPDATE:

 

UPDATE

 

 

 

 

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