TYRATECH • ANNUAL REPORT 2014 • PAGE 12
D i r e c t o r 's Rep o r t ( c o n t ' d )
following American Vanguard's acquisition of GemChem, a
national and international chemical distribution company he cofounded
in 1991. From 1977 to 1982, he worked for AMVAC in a
variety of sales, purchasing, and production control capacities.
Previously, as a Vice President and Director of R.W. Greeff & Co.
from 1982 to 1991, Mr. Wintemute oversaw the national and
international distribution of key AMVAC chemical products.
Mr. Wintemute holds a Bachelor of Science degree from the
University of California, San Diego.
DIRECTORS' INTERESTS
The Directors had beneficial interests in the share capital of the
Company, other than with respect to options to acquire ordinary
shares (which are detailed in the analysis of options included in
the Directors' Remuneration Report) as follows:
1 June, 2015 1 January, 2014
(or earlier date (or later date
of resignation) of appointment)
Common Shares Common Shares
of $0.001 each of $0.001 each
A.J. Reade 12,733,616 10,486,358
B.M. Riley 3,198,413 2,455,556
J. Hills 1,240,757 565,500
E. Wintemute – –
B. Jactel 2,002,424 1,365,204
DIRECTORS INDEMNITY INSURANCE
The Company has taken out insurance to indemnify, against
third party proceedings, the Directors of the Company whilst
serving on the Board of the Company and of any subsidiary,
associate or joint venture. This cover indemnifies all employees of
the Company 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 Company comprises common shares
of $0.001 par value each.
Common shares in the capital of the Company are not
registered under the US Securities Act of 1933 (Securities Act), as
amended, the US Securities Exchange Act of 1934, as amended,
or under any US state securities laws. As such, on issue common
shares are "restricted securities" as defined in Rule 144 under
the Securities Act and may not be resold in the United States
absent registration under the Securities Act and any applicable
securities laws of any U.S. State or pursuant to exemptions under
the Securities Act and such laws. On issue common shares will be
in certificated form with an appropriate form of restrictive legend
and subject, in the case of shares subscribed and held by nonaffiliates
of the Company to a one year distribution compliance
period under Regulation S under the Securities Act. During the
distribution compliance period such common shares may only
be traded through the delivery of physical certificates outside
of the United States in offshore transactions to non-US Persons
and otherwise in compliance with the Securities Act and any
applicable securities laws of any state of the United States.
Common shares subscribed and held by non-affiliates of the
Company will be eligible to have the restrictive legend removed
from their certificates representing such shares following the first
anniversary of the issue of such shares and, on completion of an
appropriate letter of transmittal available from the Company for
migration of such shares to the Company's unrestricted line of
stock. A depositary interest facility is available that permits trades
in shares in the Company's unrestricted line of stock to be settled
electronically through CREST rather than by delivery of physical
certificates.
American Vanguard Corporation, a substantial shareholder of
the Company, entered into a Relationship Agreement with the
Company on 18 March 2013 pursuant to which it is subject to
a 2-year orderly market lock-up period (following the expiry of
a 180 day lock-up period which commenced on the date of
the agreement and which has now expired). During the orderly
market lock-up period American Vanguard Corporation and its
associates are prohibited from transferring or otherwise disposing
of any securities in the Company other than to an associate of
American Vanguard Corporation to the extent permitted under
the Relationship Agreement or through a sale brokered by the
Company's nominated adviser in order to maintain an orderly
market in the common shares.
