Directors' Report
(CON TINUE D)
Dir ectors Indemnit y 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 and office
holders 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.
Capit al Str ucture
The capital structure of the Group comprises 51,837,468 common
shares of US $0.001 par value each.
There are no specific restrictions on the transfer of shares by
any shareholder save that shares trading under the symbol
TYR are subject to certain restrictions under US securities
law which prevent them from being sold to persons in the
US except in reliance on certain exceptions under the US
Securities Act 1933.
During the year ended 31 December 2010, the Company
issued 29,088,000 of new common shares for gross proceeds
of US $5.5 million, US $4.8 million net of cash expenses. A further
749,112 of new common shares were issued in settlement
of other issuance expenses of US $0.1 million. These shares are
subject to a lock up agreement of six months, which expired
on 20 November 2010.
Substanti al Shareholdi ngs
At 1 February 2011, 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
Sustainable Asset Management 6,667,744 12.9%
Vanderbilt University 5,086,799 9.8%
Standard Life Inv Ltd 4,905,581 9.5%
Fiske Nominees 4,453,889 8.6%
A.J. Reade 4,071,808 7.9%
Ora Capital 3,810,178 7.4%
Legal & General 1,961,872 3.8%
Related Part y Transacti ons
In addition to the transaction with Vanderbilt University set
out in the notes to the financial statements, certain subscriptions
in connection with the Company's placing in May 2010
constituted related party transactions within the meaning of
the London Stock Exchange's AIM Rules for Companies. Alan
Reade subscribed for 3,690,249 common shares, Barry Riley
subscribed for 1,255,555 common shares and Patrick Regan
subscribed for 566,893 common shares. In addition, SAM
Sustainable Asset Management, a substantial shareholder,
subscribed for 4,444,444 common shares. The price paid for
the shares was 9p per share.
Audit ors
A resolution to reappoint Grant Thornton LL P, a US limited
liability partnership, as auditors and to authorize the Directors
to determine their remuneration will be proposed at the
Annual General Meeting.
Dir ectors' St atement as to Disclosure of
Informati on to Audit ors
The Directors who were members of the Board at the time of
approving this report are listed on page 12. 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
• E ach 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
20 June 2011
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