No 3558202
THE COMPANIES ACTS 1985 TO 1989
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
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NIM HOLDINGS LIMITED
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A. The Company's Name is NIM HOLDINGS LIMITED
B. The Company's Registered Office is to be situated in England and Wales.
C. The Company's objects are:
1. Without prejudice to the objects hereinafter specified to carry
on business as a General Commercial Company.
2. To carry an any other business which may seem to the Company to
be capable of being conveniently or advantageously carried on
in connection or conjunction with any business of the Company
with a view directly or indirectly to enhancing the value of or
to render profitable or more profitable any of the Company's
property, assets or rights or expertise.
3. To purchase or otherwise acquire and undertake all or any part
of the business property and liabilities of any company, firm,
person or body carrying on or proposing to carry on any
business which the Company is authorized to carry on or
possessed of property suitable for the purposes of the Company.
4. To purchase or otherwise acquire take on lease or in exchange,
let or hire any real or personal property or assets or any
rights or privileges which the Company may think necessary or
convenient or capable of being profitably dealt with in such
manner as may be thought fit.
5. To amalgamate or enter into any partnership or into any
arrangement or other association for sharing profits union of
interests, co-operation, joint adventure, reciprocal concession
or otherwise with any company, firm, person or body carrying on
or engaged in or about to carry on or engage in any business or
transactions which the Company is authorized to carry on or
engage in or any business transaction capable of being
conducted so as directly or indirectly to benefit the Company.
6. To subscribe, underwrite, purchase or otherwise acquire shares
or stock in or securities or investments of any nature
whatsoever and to subsidize or otherwise assist any such
company and with or without guarantee to sell, hold, re-issue
or otherwise deal with such shares, investments, stock or
securities and any rights or options in respect thereof and to
buy and sell foreign exchange.
7. To build, develop, construct, maintain, alter, enlarge, pull
down, remove or replace any buildings, works, factories, roads,
structures or facilities of all kinds and plant and machinery
necessary or convenient for the business of the Company and to
join with any person, firm or company in doing any of the
things aforesaid.
8. To enter into any arrangements with any Government or
Authorities supreme, municipal, local or otherwise and to
obtain from any such Government or Authority all rights,
concessions, authorizations and privileges that may seem
conducive to the Company's objects or any of them.
9. To obtain the grant of, purchase or otherwise acquire any
concessions, contracts, licenses, grants, trade marks,
copyrights or rights of any kind, patents, inventions,
privileges, exclusive or otherwise, authorities, monopolies,
undertakings or businesses, or any right or option in relation
thereto, and to perform and fulfill the terms and conditions
thereof, and to carry the same into effect, operate thereunder,
develop, grant licenses thereunder, and turn to account,
maintain or sell, dispose of, and deal with the same in such
manner as the Company may think expedient.
10. To apply for, promote and obtain any provisional order, Act of
Parliament or charter 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.
11. To promote or join in the promotion of any company for the
purpose of acquiring all or any of the business, property,
assets, rights and liabilities of any company whether or not
having objects similar to those of the Company or for any other
purpose which may seem directly or indirectly calculated to
benefit the Company and to place or guarantee the placing of,
underwrite, subscribe for or otherwise acquire all or any part
of the shares, debentures or other securities of any such other
company.
12. To enter into any arrangements or contracts with any person,
firm or company for carrying on the whole or any part of the
business of the Company, and to fix and determine their
remuneration, which may be by way of money payment, allotment
of shares (either fully or partly paid) or otherwise.
13. To sell, exchange, lease, grant licenses, dispose of, turn to
account or otherwise deal with the whole of the undertaking,
property, assets, rights and effects of the Company or any part
thereof for such consideration as may be considered expedient
and in particular shares, stock or other securities whether
fully or partly paid up.
14. To pay for any rights or property acquired by the Company, and
to remunerate any person, firm or company rendering services to
the Company whether by cash payment or by the allotment of
shares, debentures or other securities of the Company credited
as paid up in full or in part or in any other manner
whatsoever, and to pay all or any of the preliminary expenses
of the Company and of any company formed or promoted by the
Company.
15. To invest the monies of the Company not immediately required
for any other purpose of the Company by the purchase of the
shares or securities of any company or by the purchase of any
interest in land or buildings or in such other manner as shall
from time to time be considered expedient.
16. To guarantee the payment of any debentures, debenture stock,
bonds, mortgages, charges, obligations, interest, dividends,
securities, monies or shares or the performance of contracts or
engagements of any other company, firm or person and to give
indemnities and guarantees of all kinds and to enter into
partnership or any joint purse arrangement with any person,
firm or Company having objects similar to those of the Company
or any of them.
17. To guarantee or give indemnities or provide security whether by
personal obligation or covenant or by mortgaging or charging
all or any part of the undertaking, property and assets both
present and future and uncalled capital of the Company, or by
all or any of such methods, the performance of any contracts or
obligations of any person, firm or company whatsoever.
18. To advance, lend or deposit money or give credit to or with any
company, firm or person on such terms as may be thought fit and
with or without security.
19. To draw, make, accept, endorse, discount, execute and issue,
and to buy, sell and deal with bills of exchange, promissory
notes, debentures, bills of lading, warrants and other
negotiable or transferable instruments or securities.
20. To raise or borrow and to secure or discharge any debt or
obligation of the Company, and to receive money on deposit or
loan in such a manner and on such terms as may seem expedient
and in such manner as may be thought fit and in particular by
mortgages and charges and the issue of debentures or debenture
stock or other securities of any description upon all or any
part of the undertaking, property, assets and rights of the
Company both present and future including any uncalled capital
of the Company.
21. To establish and maintain or contribute to any scheme for the
acquisition by trustees of shares in the Company or its holding
company to be held by or for the benefit of employees
(including any Director holding a salaried employment or
office) of the Company or (so far as for the time being
permitted by law) any of the Company's subsidiaries and to lend
money (so far as aforesaid) to any such employees to enable
them to acquire shares of the Company or its holding company
and to formulate and carry into effect any scheme for sharing
profits with any such employees.
22. To establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or
super-annuation funds for the benefit of, and to give or
procure the giving of donations, gratuities, pensions,
allowances or emoluments to any persons who are or were at any
time in the employment or service of the Company or of any
company which is a subsidiary of the Company or any such
holding company or otherwise is allied to or associated with
the Company, or who are or were at any time directors or
officers of the Company or of any such other company, and the
wives, widows, families and dependants of any such persons; to
establish and subsidize and subscribe to any institutions,
associations, clubs or funds calculated to be for the benefit
of or to advance the interests and well-being of the Company or
of any such other company and make payments to or towards the
insurance of any such person and do any of the matters
aforesaid either alone or in conjunction with any such other
company as aforesaid.
23. To purchase and maintain insurance for or for the benefit of
any person or persons who are or were at any time directors,
officers or employees or auditors of the Company, or of any
other company which is its holding company, or any company
which is associated with the Company, or of any subsidiary
undertaking of the Company or trustees of any pension fund in
which any employees of the Company or of any such other company
or subsidiary undertaking are interested, including (without
prejudice to the generality of the foregoing) insurance 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 or purported exercise of
their powers and/or otherwise in relation to their duties,
powers or offices in relation to the Company or any such other
company, subsidiary undertaking or pension fund and to such
extent as may be permitted by law to indemnify or to exempt any
such person against or from any such liability; for the
purposes of this clause "holding company" and "subsidiary
undertaking" shall have the same meanings as in the Companies
Act 1985 as amended by the Companies Act 1989.
24. To distribute among the members of the Company in specie or
otherwise any property or assets of the Company subject to any
consent required by law.
25. To procure the registration, recognition or incorporation of
the Company in or under the laws of any territory outside
England.
26. To issue any securities which the Company has power to issue
for any other purpose by way of security or indemnity or in
satisfaction of any liability undertaken or agreed to be
undertaken by the Company.
27. To guarantee or otherwise support or secure, either with or
without the Company receiving any consideration or advantage
and whether by personal covenant or by mortgaging or charging
all or any part of the undertaking, property, assets, rights
and revenues (present and future) and uncalled capital of the
Company, or by both such methods or by any other means
whatsoever, the discharge and performance respectively of the
liabilities and obligations of and the repayment or payment of
any moneys whatsoever by any person, firm or company, including
(but not limited to):
(i) the discharge and performance respectively of any
liabilities and obligations whatsoever of, and the
repayment or payment of any moneys whatsoever by, any
company which is for the time being or is likely to become
the Company's holding company or a subsidiary of the
Company or another subsidiary of the Company's holding
company (the terms "holding company" and "subsidiary"
having the meanings given to them by Section 736 of the
Companies Act 1985) or otherwise associated with the
Company in business; and
(ii) the discharge and performance respectively of any
liabilities and obligations incurred in connection with or
for the purpose of the acquisition of shares in the
Company or in any company which is for the time being the
Company's holding company insofar as the giving of any
such guarantee or other support or security is not
prohibited by law; and
(iii) the repayment or payment of the principal amounts of,
and premiums, interest and dividends on, any borrowings
and securities.
28. To the extent that the same is permitted by law to give
financial assistance for the purpose of the acquisition of
shares in the Company or in the Company's holding company (as
that term is defined by Section 736 of the Companies Act 1985)
for the time being and for the purpose of reducing or
discharging a liability incurred for the purpose of such an
acquisition and to give such assistance by means of a gift,
loan or guarantee, indemnity, the provision of security or
otherwise howsoever permitted by law.
29. To do all or any of the things and matters aforesaid in any
part of the world, and either as principals, agents,
contractors, trustees or otherwise, and by or through
subsidiary companies, agents, sub-contractors or trustees or
otherwise, and either alone or in conjunction with others.
30. To do all such other things as may be considered to be
incidental or conducive to any of the above objects.
And 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 and 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 the terms of any other sub-
clause or the order in which the same occur or by the name of
the Company.
A. The liability of the Members is limited.
B. The Authorized Share Capital of the Company is <pound-sterling>1,000
divided into 1,000 Ordinary Shares of <pound-sterling>1 each.
Note: Clauses 3 (27) and (28) inserted by special resolution dated 2 July 1998
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.
NAMES and ADDRESSES of SUBSCRIBERS Number of Shares taken by each
Subscriber
EMMANUEL COHEN
ONE
2{nd} Floor
80 Great Eastern Street
London EC2A 3JL
VIOLET COHEN
ONE
2{nd} Floor
80 Great Eastern Street
London EC2A 3JL
Company Director
Total shares taken
TWO
DATED the 28{TH} DAY OF APRIL 1998
WITNESS to the above signatures:
RM COMPANY SERVICES LIMITED
2{nd} Floor
80 Great Eastern Street
London EC2A 3JL
Company Formation Agent