Corporate Profile & Background

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 with registered number 2140946. The Company’s registered office is at Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands and it is domiciled in the British Virgin Islands.

Upon incorporation, Impellam Group plc, a public limited company incorporated in the UK, was the sole subscriber for the Company’s initial share capital. Impellam Group plc, now Impellam Group Limited, has since re-registered as a private company limited by shares (“Impellam”).

On 13 December 2023, the board of directors of Impellam announced that it had reached agreement on the terms and conditions of a recommended acquisition pursuant to which the entire issued share capital of Impellam would be acquired, by means of a scheme of arrangement. In connection with the acquisition, the board of Impellam determined to declare a special dividend of, in aggregate, GBP 25 million to be settled by way of a dividend in specie to its shareholders of the shares in two newly incorporated subsidiaries of Impellam, one of which was the Company.

The payment of the Company dividend in specie was made to Impellam shareholders on 11 March 2024, and the Company’s shares were subsequently admitted for listing on the Bermuda Stock Exchange (TPH.BH) on 11 March 2024. At this time, the Company’s sole asset was the GBP 12.5 million cash deposit received from Impellam which was subsequently converted into US Dollars.

Following the dividend in specie, the Company’s stated strategy has been to actively pursue investment opportunities in both quoted and unquoted companies in the business sector. In early 2024, the Board of the Company identified the acquisition of a 10.04 per cent. equity stake (net of treasury shares) in Rendeavour Holding Limited (“Rendeavour”), Africa’s largest urban land developer, as a suitable potential investment consistent with the Company’s then investment strategy.

On 2 July 2024, the Company announced that it has successfully completed the acquisition of a 10.04 per cent. equity stake (net of treasury shares) in Rendeavour, comprising of 102,155 ordinary shares of USD 0.001 par value each, which were acquired by the Company’s wholly owned subsidiary, Tapir Venture Holdings Ltd. (“Tapir Venture”), for a total consideration of USD 87,512,102.30 (the “Acquisition”).

The 10.04 per cent. equity stake (net of treasury shares) purchased by the Company in Rendeavour was acquired through a combination of the subscription by Tapir Venture of new ordinary shares in Rendeavour and the purchase of interests held in Rendeavour by four separate shareholders.

The Company regards itself as a holding company with its primary activity being commercial activity (as evidenced through its active participation in its Rendeavour holding). On Admission, the Group will be an “investing company” for the purposes of the AIM Rules for Companies. Following Admission, and going forward, the Company’s investment strategy will include potential further investments in Rendeavour and also in other related and unrelated development projects or unquoted and quoted companies with suitable synergy across Africa. The Company will only review potential opportunities that have a clear strategic rationale and that are in line with the Company’s Investing Policy.

Africa is experiencing one of the fastest rates of urbanisation globally, with its population projected to double by 2050 and over 60 per cent. expected to live in cities. This demographic shift is expected to drive increased demand for housing, infrastructure, and sustainable urban planning. The Directors believe that this rapid expansion represents both a challenge and a significant investment opportunity, as most of Africa’s future cities will be built within the next three decades.

Currently, the Company represents an opportunity to gain an exposure to its current sole investment Rendeavour, a leading investor in East and West African urban development projects and one of the largest diversified pan-African land platforms focused on providing high quality infrastructure, planning and urban management in Kenya, the Democratic Republic of Congo, Ghana, and Nigeria; the overriding objective of such projects being to transform Africa’s urban future through well-planned developments to create the foundation for satellite cities that reverse the current trend of unplanned development and urban congestion in Africa, and provide economic opportunity and job creation.