Directors’ Report

 

The Directors are pleased to present their annual report for NTR plc (“the Company”) and its subsidiaries (together “the Group”) together with the audited financial statements for the year ended 31 March 2010.

 

Principal Activities of the Group
The principal activities of the Group comprise:

 

Renewable Energy

Wind Energy. NTR has a 61.99% subsidiary interest in Wind Capital Group, LLC. Based in the American Midwest, Wind Capital Group is becoming a leading wind developer in the United States. Wind Capital Group Company has successfully developed seven wind farm projects in the central United States, totalling 913 MW. Wind Capital Group considers the local communities around its projects to be the key foundation of a successful development and places great emphasis on community relations and cooperation with farmers, ranchers, landowners and local leaders. The Lost Creek Wind Project, the first wind project completely owned and operated by Wind Capital Group, commenced operations in May 2010. Featuring the combined experience of Wind Capital Group and its investors, strong community support, partnerships and the ability to use local resources, the 150 megawatt (MW) wind project is the largest wind farm in the state of Missouri to date.

 

Solar Energy. NTR’s investments comprise a 52.04% shareholding in Stirling Energy Systems Limited (the parent company of Stirling Energy Systems, Inc. and Tessera Solar North America, Inc).

 

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Stirling Energy Systems, Inc. (SES) is a pioneer in the design and development of Concentrated Solar Power generation equipment. The company’s unique technology, the SunCatcher, combines a mirrored concentrator dish with a high-efficiency Stirling engine, designed to convert sunlight to electricity. The SunCatcher system aims to cost-effectively deliver the highest efficiency solar solution at a fraction of the water requirements of competing technologies.

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Tessera Solar North America, Inc. is an independent power company that brings the benefits of the SunCatcher to states across North America. Headquartered in Houston, Texas, Tessera Solar has contracts to build and operate large solar power projects with major Californian utilities.

 

Ethanol. Green Plains Renewable Energy, Inc. (“GPRE”) is a NASDAQ listed vertically-integrated ethanol producer based in Omaha, Nebraska. NTR has a 35.82% associate holding in GPRE. GPRE currently has 6 plants located in Bluffton, Indiana, Central City, Nebraska, Obion, Tennessee, Ord, Nebraska, Shenandoah, Iowa and Superior, Iowa. It also operates an independent third party ethanol marketing business, Green Plains Trade, for which it has 360 million gallons of annual production under contract.

 

On 28 September 2010, GPRE announced that it has entered into a definitive agreement to acquire Global Ethanol, LLC, which owns two operating ethanol plants located in Lakota, Iowa and Riga, Michigan which have a combined annual production capacity of approximately 157 million gallons (“mmgy”). The acquisition will increase GPRE’s production capacity by 31% to approximately 657 mmgy. Once the transaction is closed, GPRE will market and distribute more than one billion gallons of ethanol production on an annual basis. After this transaction, NTR will have a 31.4% associate holding in GPRE.

 

GPRE provides agribusiness services through its subsidiary, Green Plains Grain, which is a full-service agribusiness organisation that specialises in grain, agronomy, and petroleum products in Iowa, southwestern Minnesota and
western Tennessee.

 

GPRE has a majority interest in a biofuel terminal operator, Blendstar, based in Houston, Texas.

 

GPRE is party to a joint venture called BioProcessAlgae, to commercialise algae production technology. BioProcessAlgae received a grant from the Iowa Office of Energy Independence for US$2.1 million, to build a pilot project at Green Plains’ ethanol plant in Shenandoah, Iowa.


Sustainable Waste Management

Waste Management. Greenstar is a leading integrated private sector waste management company with operations currently in Ireland and North America.

 

 
- Established in 1999, Greenstar Ireland is Ireland’s leading provider of environmental, waste management and recycling solutions. Greenstar operates material recovery facilities throughout Ireland, including the country’s largest and most sophisticated automated recycling facility which can divert between 70-85% of waste from landfill. It also operates three EPA licensed, state-of-the-art residual landfill facilities. Greenstar recently completed the acquisition of Veolia Environmental Services (Ireland) Limited.
- Greenstar North America, headquartered in Houston, Texas, is a leading recycling-led waste management company in North America, with a focus on the recycle processing, commodity upgrading and commodity trading sectors of the solid waste market. It has operations across the Midwest, Southwest and Northeast of the United States. It currently processes 2 million tons/year in North America, with 14 material recovery facilities and 10,000 managed retail and commercial locations. It offers innovative recycling solutions for paper, plastic, glass and metals.
- On 8 June 2010, an agreement was reached with Montagu Private Equity and Global Infrastructure Partners, the controlling shareholders of Biffa, for the sale of Greenstar UK. The sale was completed in August 2010.


Other Infrastructure

Water and Wastewater Treatment. The Group holds a 38.45% interest in Celtic Anglian Water Limited (CAW), which is the largest private provider of operations & maintenance solutions (O&M) for water infrastructure in Ireland. CAW operates and maintains the Ringsend Wastewater Treatment Plant for Dublin City Council, which is amongst the largest and most advanced wastewater treatment plants in Europe and also operates drinking water & wastewater treatment facilities for other towns and cities around Ireland, including Sligo & Waterford. CAW is also a leading provider of water metering, billing, revenue collection & call centre services. CAW competitively tenders for O&M and Design, Build and Operate contracts under the Irish government’s National Development Plan, for the delivery of new and upgraded water and wastewater infrastructure, providing local authorities with cost effective services, enhancing the environments in which it works, and protecting the public health in the communities which it serves.

 

Toll Roads. National Toll Roads is the leading developer and operator of toll roads in Ireland. In partnership with Celtic Roads Group, it has been successful in securing three significant Public Private Partnership concession contracts as part of the government’s National Development Plan. These contracts to design, build, finance and operate new toll roads have been undertaken by National Toll Roads along with its shareholder partners.

 

During the year, the Directors decided to sell certain subsidiaries of its Roads division. At 31 March 2010, these subsidiaries were being actively marketed. In September 2010, an agreement was reached to sell East-Link Limited, a wholly owned subsidiary of National Toll Roads Limited, together with NTR plc’s shareholding in CRG Dundalk, to DIF Infrastructure II, a Dutch based investment fund. In addition, National Toll Roads Limited’s Operation and Maintenance division will be sold to Egis Road Operation S.A., a subsidiary of Egis Projects S.A., an international developer of infrastructure projects and services. The transactions are subject to the necessary approvals.

 

Telecommunications. NTR holds a 19.8% stake in the Imagine Communications Group, which is a communications provider with offices in Ireland, the Netherlands and the USA. The Irish business delivers superior value and service across the Imagine, Gaelic Telecom & Irish Broadband brands in both the residential and business markets. During the year, Imagine commenced the roll-out of its WiMax network, which is capable of delivering high quality voice calls and high speed bandwidth.

 

Results, Dividends and State of Affairs
The Group recorded a loss for the financial year of €285.5 million (2009 – €45.6 million).

 

A final dividend of 4.94 cent per ordinary share was paid in September 2009. An interim dividend of 2.28 cent per ordinary share was paid in January 2010. A final dividend of 4.94 cent per ordinary share is recommended by the Directors, while no transfers to other reserves are proposed.

 

Shareholders’ funds attributable to equity shareholders of the parent at 31 March 2010 amounted to €604.6 million, a decrease of €229.3 million since 31 March 2009.


Future Developments
NTR is engaged in a significant phase of development in renewable energy through its investments in wind energy (Wind Capital Group), solar energy (Stirling Energy Systems), bio-ethanol (Green Plains Renewable Energy) and in sustainable waste management in North America and Ireland (Greenstar). NTR will continue to evaluate further investment opportunities, in line with the Group’s corporate strategy.

 

Further information in relation to the future development of the Group is provided in the Chief Executive’s Review.

 

Directors and Secretary
Eamon Bolger retired as Company Secretary on 5 July 2010. The Board would like to thank Eamon for his many years of service to the Group. Caroline Bergin was appointed as Company Secretary on 5 July 2010.

 

Michael McNicholas was appointed as an executive director on 9 September 2010.

 

In accordance with the Articles of Association, Tom Roche and Michael Walsh retire from the Board by rotation, and being eligible, offer themselves for re-election at the Annual General Meeting. In accordance with the Articles of Association, Directors co-opted by the Board during the year must submit themselves to shareholders for election at the Annual General Meeting following their co-option. Accordingly, Michael McNicholas retires and offers himself for election at the Annual General Meeting. In recommending each of these Directors for re-election, the Board is satisfied that their performance continues to be effective and demonstrates commitment to their roles.

 

In accordance with the recommendation of the FRC Combined Code, there are no directors’ service contracts with notice periods exceeding 12 months or with provisions for pre-determined compensation on termination which exceed one year.

 

Directors’ and Secretary’s Interests
Interests of the Directors and Secretary and their families in the ordinary share capital of the Company at 31 March 2010 and 2009 were as follows:

 

Shares

  31 March 2010
No of Shares
31 March 2009
No of Shares
     
Jim Barry 5,907,845 4,938,148
Brian Kearney 179,933 179,933
Christopher Nash 94,815 94,815
Tom Roche 3,268,622* 3,268,622*
Donal Tierney 150,376 150,376
Michael Walsh 2,379,264 1,894,416
Eamon Bolger (Secretary) 159,111 77,674

 

* In addition to the above holding, Tom Roche and his family have voting control over Woodford Capital Limited. Through its subsidiaries, this company held 39.05% of the share capital of the Company at 31 March 2010.

 

The share price at 31 March 2010 was €2.10 per share. The range during the year was €1.30 per share to €3.30 per share.

 

Share Options issued under the executive share option scheme

 

  At 1 April
2009
Granted
during year
Exercised
during year
At 31
March 2010
Exercise
Price
Exercise
Dates
             
Jim Barry - - - - - -
Brian Kearney 200,000 - - 200,000 1.25 2010 - 2013
Christopher Nash 200,000 - - 200,000 5.50 2010 - 2016
Tom Roche 300,000 - - 300,000 1.25 2010 - 2013
Donal Tierney - - - - - -
Michael Walsh - - - - - -
Eamon Bolger (Secretary) - - - - - -

 

Certain directors participate in an Executive Share Award Scheme, the terms of which are described in note 33 to the financial statements. Each award specifies a maximum monetary value to be settled in shares and the number of shares which vest will be determined at each vesting date based on the prevailing share price.

 

Potential share awards under the Executive Share Award Scheme

 

  Maximum
potential
awards
At 1 April 2009
(Share
price €1.65)
Vested
during
period
(Share
price €1.65)
Lapsed
during
period
(Share
price €1.65)
Changes in
potential
awards due
to share price
movements
Maximum
potential
awards
At 31
March 2010
(Share
price €2.10)
           
Jim Barry 12,121,212 (969,697) (242,424) (2,337,662) 8,571,429
Brian Kearney - - - - -
Christopher Nash - - - - -
Tom Roche - - - - -
Donal Tierney - - - - -
Michael Walsh 6,060,606 (484,848) (121,212) (1,168,832) 4,285,714
Eamon Bolger (Secretary) 2,121,212 (169,697) (42,424) (409,091) 1,500,000

 

Neither the Directors nor the Company Secretary nor their respective families had a beneficial interest in the share capital or debentures of any subsidiary, joint venture or associate of the Company at 31 March 2010.

 

Other than the changes mentioned above, there were no other changes in the above interests between 31 March 2010 and
1 November 2010.

 

With the exception of the related party transactions as described in Note 5 to the Group financial statements, there were no contracts or arrangements entered into during the year in which any Director was materially interested and which were significant in relation to the Group’s business.

 

Substantial Shareholdings
In addition to those interests disclosed under Directors’ and Secretary’s Interests, as at 1 November 2010, the Company had received notification of the following interests in its ordinary share capital:

 

  No. of Shares %
     
Dreamport Limited * 78,855,413 38.61
One Fifty One Capital Limited 48,701,410 23.85

 

* Dreamport Limited is a wholly owned subsidiary of Woodford Capital Limited. Tom Roche and his family have voting control over Woodford Capital Limited.

 

Apart from these holdings, the Company has not been notified at 1 November 2010 of any interest of 3 per cent or more in its ordinary share capital.

 

Research and Development
The majority of the Group’s expenditure on research and development is in relation to assets in development, details of which are given in the financial statements.

 

Accounting Records
The Directors are responsible for ensuring that proper books and accounting records are kept by the Company as required by Section 202 of the Companies Act, 1990. The measures which the Directors have taken to ensure that proper accounting records are kept are the adoption of suitable policies for recording transactions, assets and liabilities, the appropriate use of computer and documentary systems and the appointment of personnel with appropriate qualifications, experience and expertise. The Company accounting records are kept at Burton Court, Burton Hall Drive, Sandyford, Dublin 18.

 

Subsidiaries
The information required by the Companies Acts 1963 to 2009 in relation to subsidiary undertakings is set out in Note 34 to the Group financial statements.

 

Political Donations
No political donations were made by the Group during the year, which require disclosure in accordance with the Electoral Acts 1997 to 2002.

 

Auditor
In accordance with section 160 (2) of the Companies Act 1963, the auditor, KPMG will continue in office.

 

Annual General Meeting
The Annual General Meeting of the Company will be held at The Conrad Hotel, Earlsfort Terrace, Dublin 2 on 8 December 2010 and your attention is drawn to the circular and the Notice of the Meeting enclosed with this report which sets out details of matters to be considered at the Annual General Meeting.

 


On behalf of the Board,

 

Tom Roche

Director

Jim Barry

Director

 

1 November 2010