EXHIBIT 3.27
Company No.: 2854848
SPECIAL
RESOLUTION The Companies Act 1985
Private Company Limited by Shares
of SPEED 3818 LIMITED
At an Extraordinary General Meeting of the above-named Company duly convened and
held at Classic House, 174-180 Old Street, London ECIV 9BP on 4th October, 1993.
the subjoined SPECIAL RESOLUTION was duly passed, viz:
RESOLUTION
That the existing Clause 3(A) of the Memorandum of Association of the Company be
deleted, and that the attached Clause 3(A) be substituted in its place.
Signed:
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For and on behalf of
Waterlow Nominees Limited
THE COMPANIES ACTS 1985
(AS AMENDED BY THE COMPANIES ACT 1989)
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
TREFN FABRICATIONS LIMITED
(As amended by Special Resolution passed on 4th October 1993)
1. The Company's name is (1) Trefn Fabrications Limited
2. The Company's registered office is to be situated in England and Wales
3. The Company's objects are:
(A) To carry on the trade or business of engineers, founders, smiths,
machinists, manufacturers and patentees; to enter into any contracts in
relation to, and to erect, construct, maintain, alter, repair, pull down
and restore either alone or jointly with any other companies or persons
works of all descriptions, including wharves, docks, piers, railways,
tramways, waterways, roads, bridges, warehouses, factories, mills,
engines, machinery, railway carriages and wagons, ships and vessels of
every description, gas works, electric works, water works, drainage and
sewage works and buildings of every description; to purchase or otherwise
acquire houses, offices, workshops, buildings, and premises and any fixed
and movable machinery, tools, engines, boilers, plant, implements,
patterns, stock in trade, patents and patent rights, convenient to be
used in or about the trade or business of engineers, founders, smiths or
machinists.
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* The name of the Company was changed from Speed 3818 Limited on
15th October 1993
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The Companies Act, 1985
(As amended by the Companies Act 1989)
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PRIVATE COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
of
SPEED 3818 LIMITED
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l. The Company's name is "SPEED 3818 LIMITED".
2. The Company's registered office will be situated in England and Wales.
3. The Company's objects are:
(A) (i) To carry on business as a general commercial company.
(ii) To carry on any trade or business whatsoever and to do all
such things as are incidental or conducive to the carrying
on of any trade or business by it.
(iii) To undertake all or any of the following objects.
(B) 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.
(C) To acquire by purchase, lease, exchange, hire or otherwise, or to
hold for any estate or interest, any land, 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.
(D) To erect, alter or maintain any buildings, plant and machinery
necessary or convenient for the Company's business and to
contribute to or subsidise the erection, construction and
maintenance of any of the above.
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(E) To acquire by subscription or otherwise and hold, sell, deal with,
make a market in or dispose of any shares, stocks, debentures,
debenture stock, or other securities of any kind whatsoever,
guaranteed by any company constituted or carrying on business in
any part of the world and debentures, debenture stock and other
securities of any kind 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.
(F) To receive money on deposit or otherwise either without security
or secured by debentures, debenture stock (perpetual or
terminable), mortgage or other security charged on the undertaking
or on all or any of the assets of the Company including uncalled
capital, and generally to act as bankers.
(G) To borrow and raise money in any manner and to secure with or
without consideration the repayment of any money borrowed, raised,
or owing by mortgage, charge, debenture, debenture stock, bond,
standard security, lien, or any other security of whatsoever
nature 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, debenture, debenture
stock, bond, standard security, indemnity, lien or security of
whatsoever nature to secure and guarantee the performance by the
Company or any other company or person (including, but without
prejudice to the generality of the foregoing) the holding company
of the Company or any company which is a subsidiary of such
holding company within, in each case, the meaning of Section 736
and Section 736(A) of the Companies Act 1985 (the "Act"), as
amended by the Companies Act 1989, of any obligation or liability
it or such person or company may undertake or which may become
binding upon it or such person or company, and 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.
(H) To lend money with or without security, and to invest money of the
Company 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 the Company is
a member or is otherwise interested, and generally as the
Directors think fit.
(I) To apply for, purchase or otherwise acquire and hold or use any
patents, licences, concessions, copyrights and the like,
conferring any right to use or publish any secret or other
information and to use, exercise, develop or grant licences in
respect of the property, rights of possession so acquired.
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(J) 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,
consultants, experts or agents.
(K) To employ experts, consultants and valuers to investigate and
examine the condition, prospects, value, character and
circumstances of any business concerns and undertakings and
generally of any assets, property or rights.
(L) 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 the
Company or the promotion of which shall be in any manner
calculated to advance directly or indirectly the objects or the
interests of the Company and to acquire, hold or dispose of
shares, stocks or securities issued by or any other obligations of
any such other company.
(M) To draw, accept, make, endorse, discount, execute, issue and
negotiate promissory notes, bills of exchange, bills of lading,
warrants, debentures and other negotiable instruments.
(N) To invest and deal with the monies 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.
(O) To pay for any property or rights acquired by the Company either
in cash or by the issue of 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.
(P) 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, stocks or securities so acquired.
(Q) To enter into arrangements for joint working in business or
amalgamate with or enter into any partnership or arrangement for
sharing profits, union of interests, reciprocal concession or
cooperation with any company, firm or person carrying on or
proposing to carry on any business within the objects of the
Company or
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which is capable of being carried on so as directly or
indirectly to benefit the Company.
(R) To purchase or otherwise acquire, take over an undertake all or
any part of the business, property, liabilities and transactions
of any person, or company carrying on any business the carrying on
of which is calculated to benefit the Company or to advance its
interests, or possessed of property suitable for the purposes of
the Company.
(S) To sell, improve, manage, develop, turn to account, exchange, let
on rent, royalty, share of profits or otherwise, grant licences,
easements and other rights in or over, and in any other manner
deal with or dispose of the 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.
(T) To provide for the welfare of persons employed or formerly
employed by the Company and 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 of
any associated company of the Company or its predecessors in
business or the dependents of such persons and to establish and
maintain or concur in establishing and 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.
(U) To subscribe to or otherwise aid 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.
(V) To distribute in specie assets of the Company properly
distributable amongst the members, 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.
(W) To purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, officers, employees
or auditors of the Company against any liability incurred by such
persons in respect of any act or omission in the actual or
purported execution and or discharge of their duties and or in the
exercise of their powers and or otherwise in relation to their
duties, powers or officers in relation to the Company, and to such
extent as may be permitted by law or otherwise to indemnify or to
exempt any such person against or from any such liability.
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(X) To do all or any of the things hereinbefore authorised, either
alone or in conjunction with others, or as factors, trustees or
agents for others, or by or through factors, trustees or agents.
(Y) Subject to, and always in compliance with, the provisions of
Sections 155 to 158 (inclusive) of the Act (if and so far as such
provisions shall be applicable), to give, whether directly or
indirectly, any kind of financial assistance (as defined in
Section 152(1)(a) of the Act) for any such purpose as is specified
in Section 151(1) and/or Section 151(2) of the Act.
(Z) To do all such other things (whether similar to any of the
foregoing or not) as are incidental to or which the Company may
think conducive to the above objects or any of them.
The objects set forth in any sub-clause of this clause shall not be
restrictively construed but the widest interpretation shall be given
thereto, and they shall not, except when the context expressly so
requires, be in any way limited to 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 by 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 full power to exercise all or any of the powers and to achieve
or to endeavor to achieve all or any of the objects conferred by and
provided in any one or more of the said sub-clauses.
4. The liability of the Members is limited.
5. The Share Capital of the Company is L1,000 divided into 1,000 shares of
L1 each.
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WE, the subscribers to this Memorandum of Association, wish to be formed
into a Company pursuant to this Memorandum; and we agree to take the
number of shares shown opposite our respective names.
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NAMES AND ADDRESSES OF SUBSCRIBERS No. of Shares taken by each Subscriber
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For and on behalf of One
WATERLOW NOMINEES LIMITED
Classic House
174-180 Old Street
LONDON
EC1V 9BP
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For and on behalf of One
WATERLOW SECRETARIES LIMITED
Classic House
174-180 Old Street
LONDON
EC1V 9BP
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Dated the 1st day of June, 1993.
WITNESS to the above Signatures:
ZOE DOLPHIN
Classic House
174-180 Old Street
LONDON
EC1V 9BP
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