EXHIBIT 3.23
Memorandum
of Association
of TREFN ENGINEERING LIMITED
1. The name of the Company is TREFN ENGINEERING LIMITED.
2. The Registered Office of the Company will be situate in England
3. The objects for which the Company is established are:
(A) To carry on the trade or business of precision engineers,
fabricating engineers, shuttering engineers and general
engineering contractors of every and any description, including
the business of founders, smiths, machinists, manufacturers and
patentees, gauge, tool and instrument makers, electrical and
electronic engineers; to act as principal contractors and sub
contractors, and to carry out work on the premises of the Company
or on the premises of persons having dealings with the Company; to
carry on the business of manufacturers and dealers in precision
instruments, meters and equipment of all kinds; and to carry on
any other trade or business, whatever of a like and similar
nature.
(B) To guarantee or give security for the payment or performance of
any debts, contracts or obligations of any person, firm or
company, for any purpose whatsoever, and to act as agents for the
collection, receipt or payment of money and generally to act as
agents for and render services to customer and others and
generally to give any guarantee, security or indemnity.
(C) To carry on any other trade or business which can, in the opinion
of the Board of Directors be advantageously carried on by the
Company.
(D) To purchase, take on lease or in exchange, hire or otherwise
acquire and hold for any estate or interest any lands, buildings,
easements, rights, privileges, concessions, patents, patent
rights, licences, secret processes, machinery, plant,
stock-in-trade, and any real or personal property of any kind
necessary or convenient for the purposes of or in connection with
the Company's business or any branch or department thereof.
(E) To erect, construct, lay down, enlarge, alter and maintain any
shops, stores, factories, buildings, works, plant and machinery
necessary or convenient for the Company's business, and to
contribute to or subsidize the erection, construction and
maintenance of any of the above.
(F) To acquire by original subscription, tender, purchase or otherwise
and hold, sell, deal with or dispose of any Shares, Stocks,
Debentures, Debenture Stocks, Bonds, Obligations and Securities,
guaranteed by any Company constituted or carrying on business in
any part of the world and Debentures, Debenture Stock, Bonds,
Obligations and Securities guaranteed by any Government or
Authority, Municipal, Local or otherwise, whether at home or
abroad, and to subscribe for the same either conditionally or
otherwise and to guarantee the subscription thereof and to
exercise and enforce all rights and powers conferred by the
ownership thereof.
(G) To borrow money and raise money and secure or discharge any debt
or obligation of or binding on the Company in such manner as may
be thought fit and in particular by mortgages of or charges upon
the undertaking and all or any of the real or heritable and
personal or moveable property (present and future) and the
uncalled capital for the time being of the Company or by the
creation and issue of debentures, debenture stock or other
obligations or securities of any description.
(H) To guarantee support and/or secure either with or without
consideration the payment of any debentures, debenture stock,
bonds, mortgages, charges, obligations, interest, dividends,
securities, moneys or shares or the performance of contracts or
engagements of any other company or person and in particular (but
without prejudice to the generality of the foregoing) of any
company which is, for the time being, the company's holding
company as defined by Section 154 of the Companies Act 1948 or
another subsidiary, as defined by the said section of the
company's holding company or otherwise associated with the company
in business and to give indemnities and guarantees of all kinds
and by way of security as aforesaid either with or without
consideration to mortgage and charge the undertaking and all or
any of the real and personal property and assets present or
future, to issue debentures and debenture stock and collaterally
or further to secure any securities of the company by a Trust Deed
or other assurance and to enter into partnership or any joint
purse arrangement with any person, persons, firm or company.
(I) To make advances to customers and others with or without security,
and upon such terms as the Company may approve, and to guarantee
the dividends, interest and capital of the shares, stocks or
securities of any company of or in which this Company is a member
or is otherwise interested.
(J) To receive money on deposit or loan upon such term as the Company
may approve, and generally to act as bankers for customers and
others.
(K) To apply for, purchase or otherwise acquire and hold any patents,
brevets invention, licences, concessions, copyrights and the like,
conferring any right to
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use or publish any secret or other information and to use,
exercise, develop or grant licences in respect of the property,
rights, information so acquired.
(L) To take part in the formation, management, supervision or control
of the business or operation of any Company or undertaking and for
that purpose to appoint and remunerate any Directors, Accountants
or experts or agents.
(M) To employ experts to investigate and examine into the condition,
prospects, value, character, and circumstances of any business
concerns and undertakings and generally of any assets, property or
rights.
(N) To establish or promote or concur in establishing or promoting any
other Company whose objects shall include the acquisition or
taking over of all or any of the assets or liabilities of this
Company or the promotion of which shall be in any manner
calculated to advance directly or indirectly the objects or
interests of this Company and to acquire, hold, dispose of shares,
stocks, or securities issued by or any other obligations of any
such Company.
(O) To draw, make, accept, endorse, negotiate, discount and execute
promissory notes, bills of exchange, and other negotiable
instruments.
(P) To invest and deal with the moneys of the Company not immediately
required for the purposes of the business of the Company in or
upon such investments and in such manner as the Company may
approve.
(Q) To pay for any property or rights acquired by the Company either
in cash or fully or partly paid up shares, with or without
preferred or deferred or special rights or restrictions in respect
of dividend repayment of capital, voting or otherwise, or by any
securities which the Company has power to issue, or partly in one
mode and partly in another, and generally on such terms as the
Company may determine.
(R) To accept payment for any property or rights sold or otherwise
disposed of or dealt with by the Company, either in cash, by
installments or otherwise, or in fully or partly paid-up shares or
stock of any company or corporation, with or without preferred or
deferred or special rights or restrictions in respect of dividend,
repayment of capital, voting or otherwise, or in debentures or
mortgages or other securities of any company or corporation or
partly in one mode and partly in another, and generally on such
terms as the Company may determine, and to hold, dispose of or
otherwise deal with any shares, stock or securities so acquired.
(S) To amalgamate with or enter into any partnership or arrangement
for sharing profits, union of interests, reciprocal concessions or
co-operation with any company, firm or person carrying on or
proposed to carry on any business within
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the objects of this Company or which is capable of being carried
on so as directly or indirectly to benefit this Company, and to
acquire and hold, sell, deal with or dispose of any shares, stock
or securities of or other interests in any such company, and to
guarantee the contracts or liabilities of, subsidize or otherwise
assist, any such company.
(T) To purchase or otherwise acquire, take over and undertake all or
any part of the business, property, liabilities and transactions
of any person, firm or company carrying on any business the
carrying on of which is calculated to benefit this Company or to
advance its interests, or possessed of property suitable for the
purposes of the Company.
(U) To sell, improve, manage, develop, turn to account, exchange, let
on rent, royalty, share of profits or otherwise, grant licenses,
easements and other rights in or over, and in any other manner
deal with or dispose of undertaking and all or any of the property
and assets for the time being of the Company for such
consideration as the Company may think fit.
(V) To grant pensions, allowances, gratuities and bonuses to officers
or ex-officers, employees or ex-employees of the Company or its
predecessors in business or the dependents of such persons and to
establish and maintain or concur in maintaining trusts, funds or
schemes, (whether contributory or non-contributory), with a view
to providing pensions or other funds for any such persons as
aforesaid or their dependents.
(W) To aid in the establishment and support of, any schools and any
educational, scientific, literary, religious or charitable
institutions or trade societies, whether such institutions or
societies be solely connected with the business carried on by the
Company or its predecessors in business or not, and to institute
and maintain any club or other establishment.
(X) To distribute among the members in specie any property of the
Company, or any proceeds of sale or disposal of any property of
the Company, but so that no distribution amounting to a reduction
of capital be made except with the sanction (if any) for the time
being required by law.
(Y) To do all or any of the above things in any part of the world, and
either as principals, agents, trustees, contractors or otherwise,
and either alone or in conjunction with others, and either by or
through agents, trustees, subcontractors or otherwise.
(Z) To do all such other things as are incidental or conducive to the
above objects or any of them.
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It is hereby declared that the objects of the Company as specified in
each of the foregoing paragraphs of this clause shall be separate and
distinct objects of the Company and shall not be in any way limited by
reference to any other paragraphs or the order in which the same occur.
4. The liability of the members is limited.
5. The share capital of the Company is L5,000 divided into 5,000
shares of L1 each.
We, the several persons whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association,
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names.
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Names, Addresses and Descriptions of Subscribers Number of Shares taken by each Shareholder
DAVID ORDISH One
22-24 Cowper Street
City Road
London EC2A 4AP.
Company Director
DEREK PATTISON One
22-24 Cowper Street
City Road
London EC2A 4AP.
Company Director.
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Dated this - 2nd day of October 1978
Witness to the above Signatures
RACHEL FUTERMAN
22-24 Cowper Street
City Road
London EC2A 4AP.
Company Director.
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