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AIM RULE 26 INFORMATION

The Information included within this section of the website is disclosed in accordance with AIM Rule 26. (Information as of 06 October 2008)

Description of Business

The Group is a developer, owner and operator of ethanol production facilities in the United States. In 2005, the Group acquired an approximate 85 per cent. controlling interest in IRE, a US company, which subsequently constructed the Plant, a dry mill ethanol plant with nameplate capacity of 50 million gallons per annum (“mgpa”) at Rochelle, Northern Illinois. The Plant occupies a site which enjoys strong geographic advantages for ethanol production and distribution. The Plant, which is the principal operating asset of the Group, commenced ethanol production in December 2006, and since then has become fully operational with performance ahead of expectations. Through its operations at Rochelle, the Group produces ethanol and dried distillers grains with soluble's (“DDGS”), which are a co-product of corn-based ethanol production that are used as animal feed. The Group sells ethanol in the US market and DDGS principally in the Asian market.

For more Information please see the recent circular part 1 page 9 onwards

Company Directors

The Executive Directors Comprise:

Richard Ruebe, President and CEO

Richard joined IRE in September 2006.  Richard has nearly 30 years of general business experience in the US, specializing in the optimization of manufacturing operations.  Prior to taking his position with IRE, Richard was President and Chief Executive Officer of Hollinee LLC, a fiberglass and non-wovens filter manufacturing company which had nine manufacturing facilities in the US and Europe and over 750 employees.  Prior to this role, Richard served as Vice President of Operations and Chief Financial Officer of Interlake Material Handling Inc, a company with sales of $300M.  In this role, Richard managed four plants and the construction of a Greenfield facility in Mexico.  Previously, Richard worked for Boots Pharmaceuticals, part of the Boots UK global business, and Zenith Electronics Inc. in several financial roles.  Richard has an MBA and BS in Accounting from the University of Illinois, and earned his CPA in earlier roles as a public accountant.

 

 

Executive Officers:  

Vincent Kwasniewski, Vice President of Business

Development and Commercial Director, GTL Resources USA

Vince joined the GTL Resources team in July 2007 as COO and General Manager of Illinois River Energy. At IRE, Vince successfully led IRE in doubling plant capacity, improving operational performance amidst difficult challenges, and tightly managing risk in wildly volatile commodity markets. In February 2010, Vince moved into his present position to lead business development efforts at GTL Resources while continuing to oversee risk management and commercial activity at IRE.  Prior to joining the Company, Vince was Commercial Manager for marine logistics at Innovene USA LLC, the petrochemicals subsidiary of BP based in Chicago with a worldwide marine logistics network supporting $30B of global sales in 2006.  From 1999 through 2004, Vince progressed from an operations planning & business analyst position to value chain manager and finally to a director of operations planning for the North American olefins business within BP Chemicals, a producer of commodity building block petrochemicals principally used in the manufacture of plastics.  After completing graduate studies in 1991 and until 1999, Vince served as a senior researcher with Amoco working on the development of advanced separations technology and catalysis in the olefins business and on plant support, modeling, and process development in the refining business.  Vince holds four patents.  He earned his Ph.D. in Chemical Engineering from the University of Minnesota in 1991 and his Bachelors of Science with Highest Distinction in Chemical Engineering from Northwestern University in 1983.

 

Amir Saeed, Group CFO

Amir has over 20 years of experience in performing a variety of Accounting, Reporting and Control Related functions for Fortune 500 companies.  His industry experience includes Oil & Gas, Financial Services, Consumer Products and Telecommunications. Prior to taking his position with GTL Resources, Amir spent eight years at BP, in various Control positions within the Finance organization. In these roles, Amir made significant contributions in the areas of Accounting, Control and People Development.  Amir’s last role at BP was heading the Control function for BP’s Retail Operations in the US, where he was charged with ensuring the accurate Accounting and Reporting of $1Bn in proceeds, resulting from the divestment of BP’s Retail Assets. Amir’s academic achievements include obtaining a Bachelors and Masters Degree in Accounting from the University Of Illinois, graduating with Highest Honors and Distinction. In addition, Amir earned his CPA from the State of Illinois.

 

 

Non-Executive Chairman:

Julia Henderson, Non-Executive Chairman

Julia Henderson has 20 years’ experience of advising UK quoted growth companies across a broad range of sectors. She left ANZ Merchant Bank in 1989 to become a founder member of Beeson Gregory Limited (now Evolution Securities). Having resigned from Beeson Gregory in 2001 she formed her own consultancy and acts as a consultant and independent adviser to private and quoted companies. Julia was previously a non-executive director of TTG Europe plc. In June 2007, Julia joined the board of Alkane Energy plc.

 

Non-Executive Directors:

Martha Schlicher, Non-Executive Director

Martha brings over 20 years of direct agricultural industry management experience to GTL  having held leadership roles at Monsanto, the National Corn-to-Ethanol Research Center (NCERC) and Renewable Agricultural Energy, Inc. Martha oversaw the commissioning and start-up of the NCERC and its conversion to an industry-serving facility for the commercial testing of renewable fuel technologies.  In this role she became a key advisor to industrial, trade, governmental, and investment groups on the potential of renewable fuels and the assessment of renewable fuel technologies.  Prior to this position, Martha served in leadership roles for 15 years at Monsanto Company.  Her accomplishments included leading Monsanto’s $1B Midwest sales and marketing organization, overseeing the agricultural business’s global crop technology pipeline, and directing worldwide regulatory sciences.  Martha worked directly for Monsanto’s Agricultural Company President, leading agricultural strategy and merger activities. Martha has a B.S. degree in Chemistry from Indiana University, a Ph.D. in Organic Chemistry from the University of Illinois and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.  Martha serves as a Trustee for the St. Louis Academy of Science, as an industry advisor to the International Center for Advanced Renewable Energy Research at Washington University in St. Louis, and as a Technical Advisor to the NCERC. 

 

Graham Wickham, Non-Executive Director

Graham Wickham has over 25 years’ experience in the London financial markets, specialising in investment analysis and corporate finance. Graham joined what was Hoare Govett, now ABN Amro Hoare Govett, in 1970 as an investment analyst and left in 1973 to join Williams de Broe. At Williams de Broe Graham worked on floating and financing small companies on the London Stock Exchange’s main market and on AIM. Graham has held a number of positions as non-executive director, including Double Exposure, an independent television production company which was successfully sold.

 

Michael Nobbs, Non-Executive Director

Michael Nobbs has a thirty year track record in investment banking, with a focus on corporate and project finance. He was a Managing Director and senior credit officer for Citigroup/Citibank and Group Finance Director for Tishman International Companies, a major global real estate development and investment business. In his career, Michael has participated in many capital raisings, both debt and equity, and in the areas of securitisation, initial public offerings, and corporate acquisitions. He has held positions in London, New York and Los Angeles. Today, Michael acts as an Independent Company Director and Investment advisor. In addition to GTL and IRE, Michael is on the Boards of Ithaca Energy, Sound Oil, Plasco Energy, Mart Resourses, Inc., and Leeder Financial Services.  These entities are listed on AIM, the TVX or the TSX, or are still Private pending IPO.He chairs a variety of Committees, including Remuneration, Audit, Governance and Investment. He is resident in the USA, but travels extensively in the UK, Asia and Canada.

Corporate Governance

As an AIM company, the Company is not obliged to, and does not currently fully, comply with the corporate governance regime in the UK, as is set out in the Combined Code on Corporate Governance. The Company intends to continue to comply with the Combined Code so far as is practicable and appropriate for a public company of its size and nature.

The Company operates with a remuneration committee and an audit committee. The remuneration committee comprises Michael Nobbs, Graham Wickham and Julia Henderson, and is chaired by Michael Nobbs. It reviews the scale and structure of the executive directors’ remuneration and the term of their service contracts. The remuneration and terms and conditions of the non-executive directors are set by the Board. No Director may participate in any meeting at which discussions or decisions regarding his/her own remuneration take place. The remuneration committee also administers the Company’s share incentive schemes.

The audit committee comprises Graham Wickham, Michael Nobbs and Julia Henderson, and is chaired by Graham Wickham. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditors’ reports relating to the accounts and internal control systems.

The Directors do not consider that given the size of the Board, it is appropriate to have a nomination committee. However, this will be kept under regular review by the Board.

The Company takes all reasonable steps to ensure compliance by the Directors and applicable employees with the provisions of the AIM Rules relating to dealing with securities of the Company and has adopted a share dealing code for this purpose.

Country of Incorporation

GTL Resources PLC is incorporated in England and Wales with Registered Number 2811366. The Groups only manufacturing operation is conducted by it US 87% subsidiary Illinois River Energy LLC which is incorporated and operates within the USA.

Registered Office

GTL Resources PLC
45 Moorfields
London EC2Y 9AE UK

Key Advisers to the Company

Nominated Adviser

Arbuthnot Securities Limited

Arbuthnot House
20 Ropemaker Street
London EC2Y 9AR

Broker

Arbuthnot Securities Limited

Arbuthnot House
20 Ropemaker Street
London EC2Y 9AR

Company Secretary

Norose Compnay Secretarial Services Ltd.
3 More London Riverside
London SE1 2AQ

Auditors

PKF (UK) LLP
Regent House
Clinton Avenue
Nottingham, NG5 1AZ

Registrars

Computershare Investor Services PLC
PO BOX 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH

Solicitors

Norton Rose LLP
3 More London Riverside
London SE1 2AQ

Documentation

Announcements

Securities Information

The Ordinary £0.01 Share of GTL Resources PLC are listed on the AIM Market of the London Stock Exchange, they are not traded on any other exchanges or platforms and the Group has no other traded securities.

The total issued share capital of the Company is 31,988,745 Ordinary £0.01 Shares and 31,988,745 Deferred £0.99 Shares.

The rights of the Deferred Shares are very limited – they do not carry voting rights and carry no rights to dividends and only have rights to return of capital after very substantial sums have first been paid to the holders of Ordinary Shares.  As such, the value in the issued shares is vested in the Ordinary Shares and not the Deferred Shares.  Only the Ordinary Shares will be traded on AIM.  The terms of issue of the Deferred Shares enable the Company to acquire them for nominal consideration and for the Company to transfer such behalf of the holders.

19.51% of these Ordinary and Deferred Shares are not in public hands.

Significant shareholdings

At 30 June, 2009 the following interests of shareholders holding 3% or more of the ordinary share capital of the Company, had been notified to the Company:

Sharholders Numbers of ordinary Shares %
Gartmore Invt Mgmt 6,672,332 20.86%
Tudor Capital (UK) LP 3,053,186 9.54%
UBS AG (London) 2,368,066 7.40%
Phillips, S 1,965,483 6.14%
Royal London Asset Mgmt 1,900,000 5.94%
RAB Capital 1,316,575 4.12%
Majedie Invts 1,130,153 3.53%

 

There are no restrictions on the transfer of AIM securities.