FORM NO. 2
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BERMUDA
THE COMPANIES ACT 1981
ALTERED MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(l) and (2))
MEMORANDUM OF ASSOCIATION
OF
E-PUB (HOLDINGS) LIMITED
Hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARE
(Yes/No) SUBSCRIBED
Ian P. Pilgrim No British 1
Garth Lorimer-Turner No British 1
Patricia Colmet Yes British 1
All of: Bermuda Commercial Bank Building
44 Church Street
Hamilton HM12, Bermuda
do hereby respectively agree to take such number of shares as may be allotted to
us respectively by the provisional directors of the Company, not exceeding the
number of shares for which we have respectively subscribed and to satisfy such
calls as may be made by the directors, provisional directors or promoters of the
Company in respect of the shares alloted to us respectively.
3. The Company is to be a exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situated in Bermuda not exceeding in
all, including following parcels
N/A
5. The authorised share capital of the Company is US $1,400,000 divided into
shares of US $0.05/each. The minimum subscribed share capital of the
Company is US $14,000.
6. The objects for which the Company is formed and incorporated are-
(i) to carry on business as an investment holding company and to acquire
and hold property, both real and personal, including, but without
prejudice to the generality of the foregoing, shares, stocks,
debentures, debenture stock, scrip, bonds, mortgages, obligations,
loan notes and securities of any kind issued or guaranteed by any
company, corporation or undertaking of whatever nature and wherever
constituted or carrying on business, and shares, stocks, debentures,
debenture stock, scrip, bonds, mortgages, obligations, loan notes and
securities of any kind issued or guaranteed by any government,
sovereign ruler, commissioners, trust, local authority or other public
body, whether in Bermuda or elsewhere, and to vary, transpose, dispose
of or otherwise deal with from time to time as may be considered
expedient any of the Company's investments for the time being;
(ii) to acquire any such shares and other securities as are mentioned in
paragraph (i) by subscription, syndicate participation, tender,
purchase, exchange or otherwise and to subscribe for the same, either
conditionally or otherwise, and to guarantee the issue of or
subscription for any such security by any company, corporation or
undertaking whatsoever;
(iii) to acquire and hold in its corporate name any estate or interest in
land outside of these Islands, acquired as an investment pursuant to
paragraph (i), and to manage the investments, sell, exchange,
mortgage, lease and otherwise deal in and dispose of the same and any
interest or rights therein as the Company shall from time to time
determine;
(iv) to co-ordinate the administration, policies, management supervision
control, research, planning, trading and any and all other
activities of any company or companies now or hereafter incorporated
or acquired which may be or may became a company, wherever
incorporated, which is or becomes a holding company or a subsidiary
of, or affiliated with, the Company within the meanings respectively
assigned to those terms in The Companies Act 1981 or, with the prior
written approval of the Minister of Finance, any company or companies
now or hereafter incorporated or acquired with which the Company may
be or may become associated; and
(v) as set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to the Act.
7. (i) The Company shall have the power to issue preferred shares redeemable
at the option of the holder in accordance with the provisions of
Section 42 of the Act; and
(ii) The Company shall have the power to purchase or otherwise acquire
shares of the Company in accordance with the provisions of Section 42A
of the Act.
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof-
/s/Roderick M. Forrest /s/S. Abbott
- ------------------------------ --------------------------------
Roderick M. Forrest
/s/Ian P. Pilgrim /s/S. Abbott
- ------------------------------ --------------------------------
Ian P. Pilgrim
/s/Patricia Colmet /s/S. Abbott
- ------------------------------ --------------------------------
Patricia Colmet
(Subscribers) (Witnesses)
SUBSCRIBED this 30th day of June, 1997.
STAMP DUTY (to be affixed)
THE COMPANIES ACT 1981
SECOND SCHEDULE
(Section 11 (2))
Subject to section 4A, a Company may by reference include in its memorandum any
of the following objects, that is to say the business of:
(a) insurance and re-insurance of all kinds;
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil fuels and
precious stones of all kinds and their preparation for sale or use;
(f) exploring for, the drilling for, the moving, transporting and refining
petroleum and hydro carbon products including oil and oil products;
(g) scientific research including the improvement, discovery and development of
processes, inventions, patents and designs and the construction,
maintenance and operation of laboratories and research centres;
(h) land, sea and air undertakings including the land, ship and air carriage of
passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(j) acquiring, owning, selling, chartering, repairing or dealing in ships and
aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) developing, operating, advising or acting as technical consultants to any
other enterprise or business;
(p) farmers, livestock breeders and keepers, graziers, butchers, tanners and
processors of and
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dealers in all kinds of live and dead stock, wool, hides, tallow, grain,
vegetables and other produce.
(q) acquiring by purchase or otherwise and holding as an investment inventions,
patents, trade marks, trade names, trade secrets, designs and the like;
(r) buying, selling, hiring, lettering and dealing in conveyances of any sort;
(s) employing, providing, hiring out and acting as agent for artists, actors,
entertainers of all sorts, authors, composers, producers, directors,
engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise hold, sell, dispose of and deal in real
property situated outside Bermuda and in personal property of all kinds
wheresoever situated;
(u) to enter into any guarantee, contract of indemnity or suretyship and to
assure, support or secure with or without consideration or benefit the
performance of any obligations of any person or persons and to guarantee
the fidelity of individuals filling or about to fill situations of trust or
confidence; and
(v) to be and carry on the business of a mutual fund within the meaning of
section 156A.
Provided that none of these objects shall enable the company to carry on
restricted business activity as set out in the Ninth Schedule except with the
consent of the Minister.
THE COMPANIES ACT 1981
(Section 11(1))
Subject to any provision of the law, a company limited by shares shall without
reference in its memorandum have the powers set out in the First Schedule unless
any of such powers are excluded by its memorandum.
FIRST SCHEDULE
A Company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum:
1 to acquire or undertake the whole or any part of the business, property
and liabilities of any person carrying on any business that the company is
authorised to carry on;
2. to apply for register, purchase, lease, acquire, hold, use, control,
licence, sell, assign or dispose of patents, patent rights, copyrights,
trade marks, formulae, licences, inventions, processes, distinctive marks
and similar rights;
3. to enter into partnership or into any arrangement for sharing of profits,
union of interest, co-operation, joint venture, reciprocal concession or
otherwise with any person carrying on or engaged in or about to carry on or
engage in any business or transaction that the company is authorised to
carry on or engage in or any business or transaction capable of being
conducted so as to benefit the company;
4. to take or otherwise acquire and hold securities in any other body
corporate having objects altogether or in part similar to those of the
company or carrying on any business capable of being conducted so as to
benefit the company;
5. subject to section 96 to lend money to any employee or to any person having
dealings with the company or with whom the company proposes to have
dealings or to any other body corporate any of whose shares are held by the
company;
6. to apply for, secure or acquire by grant, legislative enactment,
assignment, transfer, purchase or otherwise and to exercise, carry out and
enjoy any charter, licence, power, authority, franchise, concession, right
or privilege, that any government or authority or any body corporate or
other public body may be empowered to grant, and to pay for, aid in and
contribute toward carrying it into effect and to assure any liabilities or
obligations incidental thereto;
7. to establish and support or aid in the establishment and support of
associations, institutions, funds or trusts for the benefit of employees or
former employees of the company or its predecessors, or the dependants or
connections of such employees or former employees, and towards insurance or
for any object similar to those set forth in this paragraph, and to
subscribe or guarantee money for charitable, benevolent, educational or
religious objects or for any exhibition or for any public, general or
useful objects;
8. to promote any company for the purpose of acquiring to taking over any of
the property and liabilities of the company or for any other purpose that
may benefit the company;
9. to purchase, lease, take in exchange, hire or otherwise acquire any
personal property and any rights or privileges that the company considers
necessary or convenient for the purposes of its business;
10. to construct, maintain, alter, renovate and demolish any buildings or
works necessary or convenient for its objects;
11. to take land in Bermuda by way of lease or letting agreement for a term not
exceeding fifty years, being land "bona fide" required for the purposes of
the business of the company and with the consent of the Minister granted in
his discretion to take land in Bermuda by way of lease or letting agreement
for a term not exceeding twenty-one years in order to provide accommodation
or recreational facilities for its officers and employees and when no
longer necessary for any of the above purposes to terminate or transfer the
lease or letting agreement;
12. except to the extent, if any, as may be otherwise expressly provided in its
incorporating Act or memorandum and subject to the provisions of this Act
every company shall have power to invest the moneys of the Company by way
of mortgage of real o personal property and every description in Bermuda or
elsewhere and to sell exchange, vary, or dispose of such mortgage as the
company shall from time to time determine;
13. to construct, improve, maintain, work, manage, carry out or control any
roads, ways, tramways, branches or sidings, bridges, reservoirs,
watercourses, wharves, factories, warehouses, electric works, shops, stores
and other works and conveniences that may advance the interests of the
company and contribute to, subsidise or otherwise assist or take part in
the construction, improvement, maintenance, working, management, carrying
out or control thereof;
14. to raise and assist in raising money for, and aid by way of bonus, loan,
promise, endorsement, guarantee or otherwise, any person and guarantee the
performance or fulfilment of any contracts or obligations of any person,
and in particular guarantee the payment of the principal of and interest on
the debt obligations of any such person;
15. to borrow or raise or secure the payment of money in such manner as the
company may think fit;
16. to draw, make, accept, endorse, discount, execute and issue bills of
exchange, promissory notes, bills of lading, warrants and other negotiable
or transferable instruments;
17. when properly authorised to do so, to sell, lease, exchange or otherwise
dispose of the undertaking of the company or any part thereof as an
entirety or substantially as an entirety for such consideration as the
company thinks fit;
18. to sell, improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with the property of the company in the ordinary
course of its business;
19. to adopt such means of making known the products of the company as may seem
expedient, and in particular by advertising, by purchase and exhibition of
works of art or interest, by publication of books and periodicals and by
granting prizes and rewards and making donations;
20. to cause the company to be registered and recognised in any foreign
jurisdiction, and designate persons therein according to the laws of that
foreign jurisdiction or to represent the company and to accept service for
and on behalf of the company of any process or suit;
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21. to allot and issue fully paid shares of the company in payment or part
payment of any property purchased or otherwise acquired by the company or
for any past services performed for the company;
22. to distribute among the members of the company in cash, kind, specie or
otherwise as may be resolved, by way of dividend, bonus or in any other
manner considered advisable, any property of the company, but not so as to
decrease the capital of the company unless the distribution is made for the
purpose of enabling the company to be dissolved or the distribution, apart
from this paragraph, would be otherwise lawful;
23. to establish agencies and branches;
24. to take or hold mortgages, hypothecs, liens and charges to secure payment
of the purchase price, or of any unpaid balance of the purchase price, of
any part of the property of the company of whatsoever kind sold by the
company, or for any money due to the company from purchasers and others and
to sell or otherwise dispose of any such mortgage, hypothec, lien or
charge;
25. to pay all costs and expenses of or incidental to the incorporation and
organisation of the company;
26. to invest and deal with the moneys of the company not immediately required
for the objects of the company in such manner as may be determined;
27. to do any of the things authorised by this sub-section and all things
authorised by its memorandum as principals, agents, contractors, trustees
or otherwise, and either alone or in conjunction with others;
28. to do all such other things as are incidental or conducive to the
attainment of the objects and the exercise of the powers of the company.
Every company may exercise its powers beyond the boundaries of Bermuda to the
extent to which the laws in force where the powers are sought to be exercised
permit.
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