EXHIBIT 3.25
THE COMPANIES ACTS 1948 to 1984
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
TREFN ENGINEERING (METAL TREATMENTS DIVISION) LIMITED
1. The name of the Company is TREFN ENGINEERING (METAL TREATMENTS DIVISION)
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 all or any of the businesses of precision engineers,
repairers, reconditioners, maintainers, servicers, fitters, installers,
manufacturers, designers, assemblers, grinders, importers, exporters, hirers,
letters on hire, distributors, and agents for the sale of, and dealers in
machine and other tools and jigs, dies and fixtures of all kinds, and of, and in
engineering equipment, plant, machinery, components, accessories and supplies of
every description, engineering consultants, production planners, prototype
designers, draughtsmen, and technicians, designers, distributors, factors,
manufacturers and merchants of, and dealers in mouldings, shapings, weldings,
pressings, assemblies, repetition work and machined castings, iron, steel and
brass founders, converters and moulders, millwrights, grinders, metallurgists,
boilermakers, smiths and fitters, wiredrawers, tube makers, tin-plate workers,
sheet metal manufacturers, workers and dealers, tinners, galvanisers, platers,
annealers and enamellers, pattern makers, foundrymen, plastic workers and
moulders, motor, mechanical, electrical, civil and general engineers,
proprietors and letters on hire, designers, builders and repairers of, and
dealers in motor and other vehicles, garage and petrol filling station
proprietors, carriers, haulage and transport contractors, electrical and
mechanical plant movers, railway, forwarding, passenger and freight agents,
insurance and general commission agents and general merchants; and to buy, sell,
manufacture, repair, alter, manipulate, and otherwise deal in apparatus, plant,
machinery, fittings, furnishings and implements, tools, materials products,
articles and things capable of being used for the purpose of the foregoing
businesses or any of them, or likely to be required by customers of, or persons
having dealings with the Company.
(b) To carry on any other trade or business whatever which can in the
opinion of the Board of Directors be advantageously carried on in connection
with or ancillary to any of the businesses of the Company.
(c) To purchase or by any other means acquire and take options over
any property whatever, and any rights or privileges of any kind over in respect
of any property.
(d) To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere any
patents, patent rights, brevets d'invention, licences, secret processes, trade
marks, designs, protections and concessions and to disclaim, alter, modify, use
and turn to account and to manufacture under or grant licences or privileges in
respect of the same, and to expend money in experimenting upon, testing and
improving any patents, inventions or rights which the Company may acquire or
propose to acquire.
(e) To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.
(f) To improve, manage, construct, repair, develop, exchange, let on
lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licences, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights ot the Company.
(g) To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to hold or
otherwise deal with any investments made.
(h) To lend and advance money or give credit on such terms as may seem
expedient and with or without security to customers and others, to enter into
guarantees, contracts of indemnity and suretyships of all kinds, to receive
money on deposit or loan upon any terms and to secure or guarantee the payment
of any sums of money or the performance of any obligation by any company, firm
or person including any holding company, subsidiary or fellow subsidiary company
in any manner.
(i) To borrow and raise money in any manner and to secure the
repayment of any money borrowed, raised or owing by mortgage, charge, standard
security, lien or other security upon the whole or any part of the Company's
property or assets (whether present or future), including its uncalled capital,
and also by a similar mortgage, charge, standard security, lien or security to
secure and guarantee the performance by the Company of any obligation or
liability it may undertake or which may become binding on it.
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(j) To draw, make, accept, endorse, discount, negotiate, execute and
issue cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
(k) To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade or other authority for enabling the Company
to carry any of its objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or application which may seem calculated directly or indirectly to
prejudice the Company's interests.
(l) To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.
(m) To subscribe for, take, purchase, or otherwise acquire, hold,
sell, deal with and dispose of, place and underwrite shares, stocks, debentures,
debenture stocks, bonds, obligations or securities issued or guaranteed by any
other company constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.
(n) To control, manage, finance, subsidise, co-ordinate or otherwise
assist any company or companies in which the Company has a direct or indirect
financial interest, to provide secretarial, administrative, technical,
commercial and other services and facilities of all kinds for any such company
or companies and to make payments by way of subvention or otherwise and any
other arrangements which may seem desirable with respect to any business or
operations of or generally with respect to any such company or companies.
(o) To promote any other company for the purpose of acquiring the
whole or any part of the business or property or undertaking or any of the
liabilities of the Company, or of undertaking any business or operations which
may appear likely to assist or benefit the Company or to enhance the value of
any property or business of the Company, and to place or guarantee the placing
of, underwrite, subscribe for, or otherwise acquire all or any part of the
shares or securities of any such company as aforesaid.
(p) To sell or otherwise dispose of the whole or any part of the
business or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for shares,
debentures, or securities of any company purchasing the same.
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(q) To act as agents or brokers and as trustees for any person, firm
or company, and to undertake and perform sub-contracts.
(r) To remunerate any person, firm or company rendering services to
the Company either by cash payment or by the allotment to him or them of shares
or other securities of the Company credited as paid up in full or in part or
otherwise as may be thought expedient.
(s) To pay all or any expenses incurred in connection with the
promotion, formation and incorporation of the Company, or to contract with any
person, firm or company to pay the same, and to pay commissions to brokers and
others for underwriting, placing, selling, or guaranteeing the subscription of
any shares or other securities of the Company.
(t) To support and subscribe to any charitable or public object and
to support and subscribe to any institution, society, or club which may be
for the benefit of the Company or its Directors or employees, or may be
connected with any town or place where the Company carries on business; to
give or award pensions, annuities, gratuities, and superannuation or other
allowances or benefits or charitable aid and generally to provide advantages,
facilities and services for any person who are or have been Directors of, or
who are or have been employed by, or who are serving or have served the
Company, or any company which is a subsidiary of the Company or the holding
company of the Company or a fellow subsidiary of the Company or the
predecessors in business of the Company or any such subsidiary, holding or
fellow subsidiary company and to the wives, widows, children and other
relatives and dependants of such persons; to make payments towards insurance;
and to set up, establish, support and maintain superannuation and other funds
or schemes (whether contributory or non-contributory) for the benefit of any
of such persons and of their wives, widows, children and other relatives and
dependants; and to set up, establish, support and maintain profit sharing or
share purchase schemes for the benefit of any of the employees of the Company
or of any such subsidiary, holding or fellow subsidiary company and to lend
money to any such employees or to trustees on their behalf to enable any such
purchase schemes to be established or maintained.
(u) To distribute among the Members of the Company in kind any
property of the Company of whatever nature.
(v) To procure the Company to be registered or recognised in any part
of the world.
(w) To do all or any of the things aforesaid in any part of the world
and either as principals, agents, contractors or otherwise, and by or through
agents, brokers, sub-contractors or otherwise and either alone or in conjunction
with others.
(x) To do all such other things as may be deemed incidental or
conducive to the attainment of the Company's objects or any of them.
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The objects set forth in each sub-clause of this Clause shall not be
restrictively construed but the widest interpretation shall be given thereto,
and they shall not, except where the context expressly so requires, be in any
way limited or restricted by reference to or inference from any other object
or objects set forth in such sub-clause or from the terms of any other
sub-clause or from the name of the Company. None of such sub-clauses or the
object or objects therein specified or the powers thereby conferred shall be
deemed subsidiary or ancillary to the objects or powers mentioned in any
other sub-clause, but the Company shall have as full a power to exercise all
or any of the objects conferred by and provided in each of the said
sub-clauses as if each sub-clause contained the objects of a separate
company. The word "company" in this Clause, except where used in reference
to the Company, shall be deemed to include any partnership or other body of
persons, whether incorporated or unincorporated and whether domiciled in the
United Kingdom or elsewhere.
4. The liability of the Members is limited.
5. The share capital of the Company is L1,000,000 divided into 1,000,000
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 Subscriber
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Michael Richard Counsell, One
15, Pembroke Road,
Bristol. BS99 7DX
Commercial Manager.
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Christopher Charles Hadler, One
15, Pembroke Road
Bristol. BS99 7DX
Commercial Manager.
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Dated 1/6/82.
Witness to the above Signatures - Dawn Bennett,
15, Pembroke Road
Bristol. BS99 7DX
Clerk.
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