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Annual Report & Accounts 2009 - Directors' Report
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T YR AT ECH, INC. / ANNUAL R EPORT 20 0 9 Directors' Report (CONTINUED) DIRECTORS' INTERESTS The directors at 31 December 2009 and their beneficial interests in the share capital of the Group, other than with respect to options to acquire ordinary shares (which are detailed in the analysis of options included in the Directors' Remuneration Report) are as follows: 21 June 2010 (or earlier date of resignation) Common Shares of US$0.001 Each 31 December 2009 (or earlier date of resignation) Common Shares of US$0.001 Each 1 January 2009 (or later date of appointment) Common Shares of US$0.001 Each G.N. Vernon Nil Nil Nil R.D. Armstrong 572,059 572,059 543,059 K.E. Bigsby 172,161 172,161 172,161 A.J. Reade 3,759,308 69,200 Nil B.M. Riley 1,255,556 Nil Nil K.D. Noonan Nil Nil Nil D.P. Szostak Nil Nil Nil P. Regan 566,674 Nil Nil Directors' Indemnity Insurance The Group has taken out insurance to indemnify, against third party proceedings, the Directors of the Group whilst serving on the Board of the Group and of any subsidiary, associate or joint venture. This cover indemnifies all employees of the Group who serve on the boards of all subsidiaries. These qualifying third party indemnity policies subsisted throughout the year and remain in place at the date of this report. CAPITAL STRUCTURE The capital structure of the Group comprises common shares of US$0.001 each. There are no specific restrictions on the transfer of shares by any shareholder. There are no significant agreements to which the Group is a party that take effect, alter or terminate upon a change in control of the Group following a takeover bid. Subsequent to the year end the Company issued 24,443,888 of new common shares of US$0.001 each for a gross cash consideration of £2.2 million US$3.2 million and £1.9 million US$2.8 million net of cash expenses. A further 749,112 of new common shares of US$0.001 each were issued in settlement of other expenses of £67,420 US$99,781. These shares are subject to a lock up agreement of six months, which expires on 20 November 2010. SUBSTANTIAL SHAREHOLDINGS At 21 June 2010, the Group has been advised, in accordance with DTR 5 (Disclosure and Transparency Rules), of the following shareholdings amounting to 3% or more of the ordinary share capital of the Group. Number Percentage Laurus/Valens Group 10,542,681 22.3% State Street Nominees 5,086,799 10.8% Sustainable Asset Management Water Fund 4,444,444 9.4% A.J. Reade 3,759,308 8.0% S.C. Randall 2,750,000 5.8% Ora (Guernsey) Ltd. 2,624,178 5.6% LF Essex House Corp. 2,267,504 4.8% Bank of New York Nominees 2,220,300 4.7% AUDITORS A resolution to reappoint Grant Thornton LLP, a U.S. limited liability partnership, as auditors and to authorize the Directors to determine their remuneration will be proposed at the Annual General Meeting. DIRECTORS' STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS The Directors who were members of the Board at the time of approving this report are listed on page 14. Having made enquiries of fellow Directors and of the Group's auditors, each of these Directors confirms that: • To the best of his knowledge and belief, there is no information relevant to the preparation of their report of which the Group's auditors are unaware; and • Each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Group's auditors are aware of that information. By order of the Board ALAN READE Executive Chairman 21 June 2009