EXHIBIT 3.21
The Companies Act, 1943
-----------------
COMPANY LIMITED BY SHARES
-----------------
MEMORANDUM OF ASSOCIATION
of
PLESSEY DIAC LIMITED
-----------------
l. The Name of the Company is "DIAC (AIRCRAFT) LIMITED".
2. The Registered Office of the Company will be situated in England.
3. The Objects for which the Company is established are:
(A) To carry on all or any of the businesses of Designers,
Manufacturers, Fitters, and Repairers of and Dealers in
Components, Parts, Engines, Machinery, and other accessors,
supplies, and apparatus of every description used or required in
connection with Prototype and experimental Aircraft, Aircraft of
all types, Aeronautical Experts in all branches of the Aircraft
Industry, Aeronautical, Electrical, Motor, Consulting, Mechanical
and General Engineers, Engineering Contractors and Designers,
Electricians, Tool Makers, Metal Workers, Machinists, Wood
Workers, Wireworkers, Galvanisers, and Painters, Proprietors of
Aerodromes, Hangars, Landing Places, Piers, Jetties, Repairing and
Petrol Filling Stations, Garages, Boat Houses, Factories and
Works, and to promote, assist, and encourage by investigation,
experiment, and all other means whatsoever, aircraft construction
in all its branches.
(B) To manufacture, buy, sell, let on hire, repair, alter, adapt, and
deal in all kinds of engines, plant, machinery tools, implements,
apparatus, accessories, storage articles, substances, materials,
produce and things capable of being used in connection with the
foregoing businesses or any of them or solely to be required by
customers of or persons having dealings with the Company.
(C) To carry on any other business (whether manufacturing or
otherwise) which may seem to the Company capable of being
conveniently carried on in connection with
1
the above objects, or calculated directly or indirectly to
enhance the value of or render more profitable any of the
Company's property.
(D) To purchase or by any other means acquire any freehold, leasehold,
or other property for any estate or interest whatever, and any
rights, privileges or easements over or in respect of any
property, and any buildings, offices, factories, mills, works,
wharves, roads, railways, tramways, machinery, engines, rolling
stock, vehicles, plant, live and dead stock, barges, vessels, or
things, and any real or personal property or rights whatsoever
which may be necessary for, or may be conveniently used with, or
may enhance the value of any other property of the Company.
(E) To build, construct, maintain, alter, enlarge, pull down, and
remove or replace any buildings, offices, factories, mills, works,
wharves, roads, railways, tramways, machinery, engines, walls,
fences, banks, dams, sluices, or watercourses and to clear sites
for the same or to join with any person, firm, or company in doing
any of the things aforesaid, and to work, manage, and control the
same or join with others in so doing.
(F) 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, trade marks, designs, protections, and concessions which
may appear likely to be advantageous or useful to the Company, and
to 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 and testing and in improving or seeking to
improve any patents, inventions, or rights which the Company may
acquire or propose to acquire.
(G) To acquire and 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 this 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 cooperation, or for limiting competition
or for mutual assistance with 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.
(H) To improve, manage, cultivate, develop, exchange, let on lease or
otherwise, mortgage, charge, sell, dispose of, turn to account,
grant rights and privileges in
2
respect of, or otherwise deal with all or any part of the property
and rights of the Company.
(I) To invest and deal with the moneys of the Company not immediately
required in such shares or upon such securities and in such manner
as may from time to time be determined.
(J) To lend and advance money or give credit to such persons, firms,
or companies and on such terms as may seem expedient, and in
particular to customers of and others having dealings with the
Company, and to give guarantees or become security for any such
persons, firms, or companies.
(K) To borrow or raise money in such manner as the Company shall think
fit, and in particular by the issue of Debentures or Debenture
Stock (perpetual or otherwise), and to secure the repayment of any
money borrowed, raised, or owing, by mortgage, charge, or lien
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 or lien to secure and guarantee
the performance by the Company of any obligation or liability it
may undertake.
(L) To draw, make, accept, endorse, discount, execute, and issue
promissory notes, bills of exchange, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
(M) To apply for, promote, and obtain any Act of Parliament,
Provisional Order, or Licence of the Board 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 expedient,
and to oppose any proceedings or applications which may seem
calculated directly or indirectly to prejudice the Company's
interests.
(N) To enter into any arrangements with any Governments or authorities
supreme, municipal, local, or otherwise, or any companies, firms,
or persons that may seem conducive to the attainment of the
Company's objects or any of them, and to obtain from any such
Government, authority, company, firm, or person any charters,
contracts, decrees, rights, privileges, and concessions which the
Company may think desirable, and to carry out, exercise, and
comply with any such charters, contracts, decrees, rights,
privileges, and concessions.
(O) To subscribe for, take, purchase, or otherwise acquire and hold
shares or other interests in or securities of any other company
having objects altogether or in part similar to those of this
Company or carrying on any business capable of being carried on so
as directly or indirectly to benefit this Company.
3
(P) To act as agents or brokers and as trustees for any person, firm,
or company, and to undertake and perform sub-contracts, and also
to act in any of the businesses of the Company through or by means
of agents, brokers, sub-contractors, or others.
(Q) To remunerate any person, firm, or company rendering services to
this Company, either by cash payment or by the allotment to him or
them of Shares or securities of the Company credited as paid up in
full or in part or otherwise as may be thought expedient.
(R) 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,
Debentures, Debenture Stock, or securities of this Company.
(S) To support and subscribe to any charitable or public object, and
any institution, society, or club which may be for the benefit of
the Company or its 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 to any persons who are or
have been Directors of, or who are or have been employed by, or
who are serving or have served the Company, and to the wives,
widows, children, and other relatives and dependents 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 dependents.
(T) To promote any other company for the purpose of acquiring the
whole or any part of the business or property and undertaking any
of the liabilities of this Company, or of undertaking any business
or operations which may appear likely to assist or benefit this
Company or to enhance the value of any property or business of
this Company, and to place or guarantee the placing of,
underwrite, subscribe to, or otherwise acquire all or any part of
the shares or securities of any such company as aforesaid.
(U) 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.
(V) To distribute among the Members of the Company in kind any
property of the Company, and in particular any shares, debentures,
or securities of other
4
companies belonging to this Company or of which this Company may
have the power of disposing.
(W) To procure the Company to be registered or recognised in any
Dominion or Dependency and in any Foreign Country or place.
(X) To do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of them.
It is hereby expressly declared that each Sub-Clause of this Clause shall be
construed independently of the other Sub-Clauses hereof, and that none of the
objects mentioned in any Sub-Clause shall be deemed to be merely subsidiary to
the objects mentioned in any other Sub-Clause.
4. The Liability of the Members is Limited.
5. The Share Capital of the Company is One Thousand Pounds, divided into
One Thousand Shares of One Pound each.
5
WE, the several persons whose Names, Addresses, and Descriptions 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.
- ----------------------------------------------------------------------------
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS No. of Shares taken
by each Subscriber
- ----------------------------------------------------------------------------
WILFRED THOMPSON NEWTON One
105 Kingswood Road
Bromley, Kent,
Engineer
- ----------------------------------------------------------------------------
KURT WHITBY One
30 Fitzjames Avenue
Croydon, Surrey
Timber Merchant
- ----------------------------------------------------------------------------
TOTAL SHARES TAKEN Two
- ----------------------------------------------------------------------------
Dated the 1st day of July, 1955.
WITNESS to the above Signatures:
DEREK D. WILLIAMSON
6