Half Year Results and Proposed Open Offer
Tapir Holdings Ltd. reported its unaudited half-year results for the period ended June 30, 2026, showing an increase in its investment in associate Rendeavour to $270,889,900 and total shareholders' equity to $269,961,948. The company also announced its intention to launch an underwritten open offer of £15 million at 40 pence per share, with proceeds to be used for further investments and working capital. The proposed underwriting is to be provided by the Company's Non-Executive Chair and largest shareholder.
| Half year to 30 Jun 2026 | Now | Year before | Change |
|---|---|---|---|
| Operating profit | (£0.2m) | (£0.6m) | |
| Net income | (£0.9m) | £0.0m | |
| Cash from operations | (£0.4m) | (£0.1m) | |
| Cash | £0.1m | – |
Figures as reported, converted to £ where needed – see all financials.
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF TAPIR HOLDINGS LTD. PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Tapir Holdings Ltd
("Tapir" or the "Company")
Half Year Results for the Period ended 30 June 2026 and Proposed Open Offer
Tapir Holdings Ltd (AIM: TAPH; BSX: TAPH) ("Tapir" or the "Company"), a strategic investment holding company focused on medium to long term capital appreciation through investments in African real estate, land and urban development projects, currently anchored by a 10 per cent. equity stake in Rendeavour Holding Limited ("Rendeavour"), a leading investor in East and West African urban development projects, today announces its unaudited half year results for the six months ended 30 June 2026 and the Company's intention to launch an open offer of new ordinary shares (the "Open Offer").
Half Year Results for the six months ended 30 June 2026
Financial & Operational Highlights
- Core Asset Appreciation: Total investment in associate (Rendeavour) increased to $270,889,900, up from $260,668,157 at 31 December 2025, driven by structural equity gains, operational performance, and strategic share additions.
- Strong Asset Growth: Total Shareholders' Equity expanded to $269,961,948 as of 30 June 2026 (31 December 2025: $260,567,191), reflecting a $9.39 million (3.6%) net increase over the six-month period.
- Net Asset Value Growth: Net Asset Value ("NAV") per ordinary share increased to US$1.09 (GBP 0.82) as of 30 June 2026 (31 December 2025: US$1.05 / GBP 0.78).
- Significant Capital Reserve Expansion: Capital reserves increased by $11,804,530 following a favorable court ruling at the Rendeavour level, which transferred equity from non-controlling interests directly into equity reserves.
- Share of Associate Income: Recognized $659,728 as Tapir's equity share of associate income for the period.
- Other Comprehensive Loss: Recognized a loss of $1,158,917 in other comprehensive loss, representing Tapir's share of exchange differences on translation of foreign operations.
Financial Review
- The primary driver of the period's bottom-line performance related to net movements in the accounting valuation of Tapir's core holding in Rendeavour.
- During the six months ended 30 June 2026, the Company maintained disciplined expense management, incurring operating expenses of $227,697 (of which $144,331 relates to AIM listing costs) alongside interest income of $455.
- Despite the net loss reported in the statement of comprehensive income, due primarily to a non-cash dilution adjustment from share issuances at the associate level, Tapir's balance sheet remains robust, supported by high-quality underlying holdings, significant growth in equity reserves, and a lean liability structure.
Proposed Open Offer
It is intended that the Company will undertake an underwritten Open Offer of £15 million which will be made available to qualifying shareholders at a price of 40 pence per new open offer share of no par value each in the Company (the "Issue Price") (the "Open Offer Shares"). It is intended that the underwriting for the Open Offer will be provided at the Issue Price by Lord Ashcroft KCMG PC, the Company's Non-Executive Chair and largest shareholder (the "Proposed Underwriting"). The Proposed Underwriting would constitue a related party transaction for the purposes of AIM Rule 13.
The proposed Open Offer is expected to launch on or around 30 September 2026. A circular to be published in relation to the Open Offer will include, among other things, a description of the reasons for the Open Offer and the terms and conditions of the Open Offer.
It is expected that the proceeds of the Open Offer will be used to finance further investments in accordance with the Company's Investment Policy and provide for ongoing working capital including funds to repay current short term related party unsecured loan facility balances between the Company and Moongate Holdings Group Limited.
It is intended, under the Open Offer, that qualifying shareholders of existing ordinary shares who are in qualifying jurisdictions and on the register of members of the Company on the record date, will be invited to apply for their basic entitlement and excess shares under an excess application facility in a manner customary for open offers undertaken by London listed companies.
In the event that the Open Offer is not fully subscribed for by existing shareholders, the Company will seek subscribers for the Open Offer Shares not taken up, or depending on the applications of such subscribers, Lord Ashcroft KCMG PC may subscribe for the remaining available Open Offer Shares under the Proposed Underwriting. Further details will be outlined in the Circular.
Unaudited Interim Financial Results for the Six Months Ended 30 June 2026
Independent Audit Status
The financial information contained within these interim financial results for the six months ended 30 June 2026 is unaudited and has not been reviewed by the Company's independent external auditors pursuant to International Standard on Review Engagements (UK) 2410 or equivalent standards.
Consolidated Statement of Comprehensive Income
For the period ended 30 June 2026
| Unaudited six months ended 30 June 2026 US$ | Una udited six months ended 30 June 2025 US$ | |
|---|---|---|
| Continuing operations: | ||
| Interest income | 455 | 2,362 |
| Operating expenses: | ||
| Bank service charges | (2,983) | (1,080) |
| Professional fees | (215,553) | (753,304) |
| Other expenses | (6,169) | (25,042) |
| Interest expense | (2,992) | - |
| Total expenses | (227,697) | (779,426) |
| Operating loss | (227,242) | (777,064) |
| Share of associate results and valuation movement Share of income of associate | 659,728 | 788,200 |
| Uplift on discount purchase of associate shares | 594,779 | - |
| Dilution loss on investment in associate | (2,278,121) | - |
| Net share of associate (loss) income | (1,023,614) | 788,200 |
| Net (loss) income | (1,250,856) | 11,136 |
| Other comprehensive (loss) income | (1,158,917) | 140,300 |
| Total comprehensive (loss) income | (2,409,773) | 151,436 |
Consolidated Balance Sheet
As at 30 June 2026 (compared to year as at 31 December 2025
| Unaudited as at 30 June 2026 US$ | Audited as at 31 December 2025 US$ | |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Investment in associate | 270,889,900 | 260,668,157 |
| Total non-current asset | 270,889,900 | 260,668,157 |
| Current Assets | ||
| Cash and cash equivalents | 116,599 | 664,487 |
| Total current assets | 116,599 | 664,487 |
| Total assets | 271,006,499 | 261,332,644 |
| Liabilities | ||
| Accounts payable | 441,559 | 765,453 |
| Due to related party | 602,992 | - |
| Total liabilities | 1,044,551 | 765,453 |
| Equity | ||
| Paid in capital | 87,830,852 | 87,830,852 |
| Capital reserves | 35,298,130 | 23,493,600 |
| Other comprehensive income | 8,509,261 | 9,668,178 |
| Retained earnings | 138,323,705 | 139,574,561 |
| Total equity | 269,961,948 | 260,567,191 |
| Total equity and liabilities | 271,006,499 | 261,332,644 |
Statement of Changes in Shareholders' Equity
For the six months ended 30 June 2026 (compared to year ended 31 December 2025)
| Paid in Capital US$ | Capital Reserves US$ | Other Comprehensive Income US$ | Retained Earnings US$ | Total Shareholders' Equity US$ | |
|---|---|---|---|---|---|
| Balance at 31 December 2024 | 87,830,852 | - | 7,816,400 | 116,329,620 | 211,976,872 |
| Prior period adjustment | - | - | - | 7,743,742 | 7,743,742 |
| Movement in capital reserves | - | 23,493,600 | - | - | 23,493,600 |
| Net Income | - | - | - | 15,501,199 | 15,501,199 |
| Other comprehensive income for the year | - | - | 1,851,778 | - | 1,851,778 |
| Balance at 31 December 2025 | 87,830,852 | 23,493,600 | 9,668,178 | 139,574,561 | 260,567,191 |
| Movement in capital reserves | - | 11,804,530 | - | - | 11,804,530 |
| Net loss | - | - | - | (1,250,856) | (1,250,856) |
| Other comprehensive loss for the period | - | - | (1,158,917) | - | (1,158,917) |
| Balance at 30 June 2026 | 87,830,852 | 35,298,130 | 8,509,261 | 138,323,705 | 269,961,948 |
| Statement of Cash Flows | |||||
| For the period ended 30 June 2026 | |||||
| Unaudited six months ended 30 June 2026 US$ | Unaudited six months ended 30 June 2025 US$ | ||||
| Cash flows from operating activities | |||||
| Net (loss) income for the period | (1,250,856) | 11,136 | |||
| Adjustment for non-cash items: | |||||
| Uplift in value of investment in associate | (594,779) | - | |||
| Dilution loss of investment in associate | 2,278,121 | - | |||
| Share of associate income | (659,728) | (788,200) | |||
| Finance cost (accrued interest expense) | 2,992 | - | |||
| (Decrease)increase in accounts payable | (323,894) | 693,385 | |||
| Net cash used in operating activities | (548,144) | (83,679) | |||
| Cash flows from investing activities Acquisition of additional interest in associate | (599,744) | - | |||
| Net cash flows (used) in investing activities | (599,744) | - | |||
| Cash flows from financing activities | |||||
| Proceeds from related party loan | 600,000 | - | |||
| Net cash flows from financing activities | 600,000 | - | |||
| Net decrease in cash and cash equivalents | (547,888) | (83,679) | |||
| Cash and cash equivalent at the beginning of p eriod | 664,487 | 553,234 | |||
| Cash and cash equivalent at the end of the period | 116,599 | 469,555 | |||
General information
Tapir Holdings Ltd. (the "Company") is a strategic investment company incorporated in the British Virgin Islands (2140946) on 24 January 2024. Its primary objective is to invest in either one or more quoted or unquoted businesses.
The Company's entire issued share capital consisting of 247,164,866 shares of nil par value is traded on AIM, a market operated by London Stock Exchange plc under the ticker symbol "TAPH". The Company's ISIN is VGG8676K1049 and its UK SEDOL is BW9KGQ2. The shares are also admitted to trading on the Bermuda Stock Exchange (Ticker Symbol: TPH.BH) which is now the secondary listing with AIM as the primary listing for the shares.
The Company is domiciled in The British Virgin Islands and its registered office is: Craigmuir Chambers, Road Town, Tortola, British Virgin Islands.
Basis of preparation and statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 (Interim Financial Reporting) and International Financial Reporting Standards (IFRS) as adopted by the European Union. They do not include all the information and disclosures required for full annual financial statements and should be read in conjunction with the Company's annual consolidated financial statements for the year ended 31 December 2025, which were prepared in accordance with IFRS. The accounting policies applied are consistent with those followed in the preparation of the prior annual financial statements.
Going concern
At 30 June 2026, the Company had net current liabilities of $324,960. This position primarily reflects trade payables. The existence of net current liabilities indicates that the Group is dependent on managing its short-term cash flows and securing sufficient working capital to meet its obligations as they fall due.
In assessing the appropriateness of the going concern basis, the Company have reviewed cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. To mitigate the liquidity position, the Company maintains a legally binding, committed loan facility agreement with Moongate Holdings Group Limited ("Moongate"), a related party.
As of the reporting date, this facility has a remaining undrawn amount of US$400,000, which exceeds the net current liability position. Under the terms of the agreement, the facility is available until at least 1 December 2027, and can be drawn upon at the Company's discretion to fund working capital requirements. Moongate has confirmed its continued support.
Based on the availability of this facility and the projected cash flows, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Accounting policies
The principal accounting policies applied in preparation of the Company's interim consolidated financial statements are the same as those used in the preparation of the Company Consolidated Financial Statements for the year ended 31 December 2025 as published on the London Stock Exchange on 24 June 2026.
Investment in associate
Tapir accounts for its investment in Rendeavour using the equity method in accordance with IAS 28. Tapir considers it has significant influence over Rendeavour by reason of the Company's participation in the financial and operating policy decisions of Rendeavour without the power to control or jointly control those policies.
During the six months ended 30 June 2026, Tapir acquired an additional 470 shares in Rendeavour for $599,744. This purchase was at a discount to the prevailing share valuation, generating a valuation uplift of $594,779. Concurrently, an equity issuance by Rendeavour to another shareholder diluted Tapir's total equity interest from 10.04% to 10.00%. In accordance with IAS 28, this reduction in percentage holding is accounted for as a partial deemed disposal, resulting in a non-cash dilution loss of $2,278,121.
Tapir recognized $11,804,530 as a capital reserve adjustment representing its 10.00% equity share of a direct reserve adjustment recognized in the financial statements of Rendeavour. Following a favourable court ruling during the period, Rendeavour reassigned equity from non-controlling interests (NCI) directly into its parent capital reserves. In accordance with IAS 28 paragraph 10, Tapir accounts for its proportionate share of movements in the associate's reserves directly through equity in the consolidated statement of changes in equity, rather than through profit or loss
Investment in Associate Movement
| Unaudited as at 31 June 2026 US$ | Audited as at 31 December 2025 US$ | |
|---|---|---|
| Carrying amount at 1 January | 260,668,157 | 211,436,888 |
| Period per adjustment ("True-up") | - | 7,743,742 |
| Cost of share acquisition | 599,744 | - |
| Uplift in value of share acquisition | 594,779 | - |
| Capital contribution of land | - | 23,493,600 |
| Capital reserve adjustment | 11,804,530 | - |
| Share of profit | 659,728 | 16,443,412 |
| Share of other comprehensive (loss)income | (1,158,917) | 1,851,778 |
| Dilution loss on investment in associate | (2,278,121) | - |
| Dividends received | - | (301,262) |
| Carrying amount at end of period | 270,889,900 | 260,668,157 |
Impairment of financial assets
The primary asset of Rendeavour in which the Company holds an equity investment consists of land held for development and sale and land held for capital appreciation and sale. Both lands are revalued annually by independent expert valuers, and the results are used to adjust the fair value of the lands at each financial year end of the associate.
The fair value of Rendeavour's lands also reflects foreign exchange gains or losses associated with the carrying value of the lands. The Company monitors the net effect of movements in the revaluation of the lands and the related foreign exchange conversion at each year end to determine if there is any indication of impairment.
A significant or prolonged decline in the fair value of the lands as measured above would be evidence that the fair value of the Company's investment in Rendeavour is impaired. If any such evidence exists, the impairment is recognized in profit or loss.
Other Comprehensive (loss)income
Other comprehensive (loss)income represents the Company's equity pick-up of Rendeavour's exchange differences on translation of foreign operations and revaluation of leasehold land which is shown on Rendeavour's Consolidated Statement of Comprehensive Income under other comprehensive income to be reclassified to profit and loss in subsequent periods.
Related party transactions
On 1 December 2025, the Company entered into a two-year loan agreement with Moongate Holdings Group Limited ("Moongate"), a company associated with Lord Ashcroft, for an unsecured facility of up to $1 million, repayable on or before 1 December 2027. The Moongate loan agreement states that interest accrues at 7% per annum and is payable together with the principal at maturity and the Company may draw down on the facility in minimum tranches of $250,000. There are no loan covenants included in the Moongate loan agreement. At 30 June 2026 the amount owing is $602,992, which includes accrued interest expenses of $2,992.
Summarized financial Information of associate
In accordance with IFRS 12 paragraph 21(b), the Group has determined that Rendeavour is material to its consolidated financial statements, based on both quantitative and qualitative assessments. The summarized financial information presented below reflects the full 100% financial position and performance of Rendeavour rather than the Company's proportionate share. All figures are in US$000. Unaudited as at 31 June 2026 US$'000 Audited as at 31 December 2025 US$'000 Current assets 282,457 302,628 Non-current assets 3,651,547 3,647,785 Total assets 3,934,004 3,950,413 Current liabilities 126,692 126,267 Non-current liabilities 272,542 238,385 Total liabilities 399,234 364,652 Net assets of the associate 3,534,770 3,585,761 Less: non-controlling interest (825,871) (989,465) Net assets attributable to parent 2,708,899 2,596,296 Comprehensive (loss)income (Loss)profit for the period (11,347) 196,027 Other comprehensive (loss) income (14,205) 25,262 Total comprehensive (loss)income (25,552) 221,289 (Loss)profit attributable to parent* (4,971) 182,223 Non-controlling interest (20,581) 39,066 Comprehensive (loss)income (25,552) 221,289 Dividends received - 301 *Profit attributable to parent comprises of $6,571 of profit for the year and $11,542 of other comprehensive loss on exchange differences on translation of foreign operations. Reconciliation to carrying amount Unaudited as at 31 June 2026 US$'000 Audited as at 31 December 2025 US$'000 Net assets attributable to parent 2,708,899 2,596,296 Company's share in % 10% 10.04% Company's share in net assets 270,900 260,668 Board Approval These unaudited interim consolidated financial statements were formally reviewed, approved, and authorized for publication by the Board of Directors of Tapir Holdings Ltd. on 2 September 2026.
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