No 964668
THE COMPANIES ACTS 1948 to 1967
________________________
COMPANY LIMITED BY SHARES
________________________
MEMORANDUM OF ASSOCIATION
OF
_____________________________________________
NORWICH INJECTION MOULDERS LIMITED
_____________________________________________
1. The Name of the Company is "NORWICH INJECTION MOULDERS LIMITED".
2. The Registered Office at 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 Plastic Injection
Moulders, Manufacturers, Designers, Producers, Merchants,
Marketers, Importers, Exporters, Distributors, Agents for and
Dealers in Plastic, Polythene, Synthetic Fibres, Polyurethane
and all other synthetics, chemicals and substances and Plastic
Products, Materials and Utensils of all kinds, fabricated from
Injection Moulded, Extruded and Vacuum Formed Plastic and Glass
Fibre Materials and for and in Plastic Paints and Coverings of
every description; to undertake all operations in connection
with the processing and application thereof, to carry on the
business of Manufacturers and Designers of and Dealers in
Household, Domestic, Commercial and Industrial Goods, Parts,
Components and Articles of every description; Electrical,
Mechanical, Motor and General Engineers and Contractors,
Builders and Decorators, Garage Proprietors, Transport
Contractors; and to carry out researches, investigations and
experimental work of every description in relation to the
objects of the Company.
(B) To buy, sell, manufacture, and deal in plant, machinery,
vehicles, tools, materials and things of all kinds capable of
being used in connection with the above-mentioned businesses,
or any of them, or likely 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 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
whatsoever, 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 authorized 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 limiting competition, or for mutual assistance with any
such person, firm or company, or for subsidizing 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.
(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 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.
(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 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 such
persons and of their wives, widows, children, and other
relatives and dependants.
(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 for, 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 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 recognized in any
part of the world.
(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.
(Y) 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.
(Z) 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.
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 <pound-sterling>100 divided into
One Hundred Shares of <pound-sterling>1 each.
Note: Clauses 3(Y) and (Z) inserted by special resolution dated 2 July
1998
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.
N{*} of Shares
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS taken by each
Subscriber
Roy C Keen ONE
Wilec House
82 City Road
London EC1
Commercial Manager
M J Hope ONE
Wilec House
82 City Road
London EC1
Commercial Manager
TOTAL SHARES TAKEN TWO
Dated this 20th day of October 1969
Witness to the above Signatures:
D S Hodgson
Wilec House
82 City Road
London EC1