THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
TXU EUROPE LIMITED
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1. The Company's name is *TXU Europe Limited.
2. The Company's registered office is to be situated in England
and Wales
3. The Company's objects are:
(a) (i) the object of the Company is to carry on business
as a general commercial company;
(ii) without prejudice to the generality of clause
3(a)(i) of this Memorandum of Association, and the
powers of the Company derived from Section 3A of
the Companies Act 1985 to 1989, the Company has
power to do all or any of the following objects or
any of them;
(b) to carry on any other trade or business whatever, which
can in the opinion of the Directors be advantageously
carried on in connection with or ancillary to any of
the businesses of the Company;
(c) to purchase, take on lease or in exchange, hire or
otherwise acquire and hold for any estate or interest
in any lands, building, 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 or any branch or department
thereof;
(d) to erect, construct, lay down, or enlarge, alter and
maintain any roads, railways, tramways, sidings,
bridges, reservoirs, shops, stores, factories,
buildings, works, 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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* The name of the Company was changed from ERRORFREE LIMITED to
TU FINANCE (No. 1) LIMITED on 26 February 1998 by Special
Resolution passed on 25 February 1998, from TU FINANCE (No. 1)
LIMITED to TXU EASTERN HOLDINGS LIMITED on 17 December 1998 by
Special Resolution passed on 16 December 1998 and from TXU
EASTERN HOLDINGS LIMITED on 12 August 1999 by Special Resolution
passed on 6 August 1999.
(e) to borrow or raise or secure the payment of money for
the purposes of or in connection with the Company's
business, and for the purposes of or in connection with
the borrowing or raising of money by the Company to
become a member of any building society;
(f) to mortgage and charge the undertaking and all or any
of the real and personal property and assets, present
or future, and all or any of the uncalled capital for
the time being of the Company and to issue at par or at
a premium or discount, and for such consideration and
with and subject to such rights, powers, privileges and
conditions as may be thought fit, debentures or
debenture stock, either permanent or redeemable or
repayable, and collaterally or further to secure any
securities of the Company by a trust deed or other
assurances;
(g) to issue and deposit any securities which the Company
has power to issue by way of mortgage, and also by way
of security for the performance of any contracts or
obligations of the Company or of its customers or other
persons or corporations having dealings with the
Company, or in whose businesses or undertakings the
Company is interested, whether directly or indirectly;
(h) to receive money on deposit or loan upon such terms as
the Company may approve, and to guarantee the
obligations and contracts of customers and others;
(i) to lend money to any company, firm or person and to
give all kinds of indemnities and either with or
without the Company receiving any consideration or
advantage, direct or indirect, for giving, any such
guarantee, to guarantee either by personal convenant or
by mortgaging or charging all or any part of the
undertaking property and assets present and future and
uncalled capital of the Company or by both such
methods, the performance of the obligations and the
payment of the capital or principal (together with any
premium) of and dividends or interest on any debenture
stocks, shares or other securities of any company, firm
or person and in particular (but without limiting the
generality of the foregoing) any company which is for
the time being the Company's holding or subsidiary
company as defined by Section 736 of the Companies Act
1985 or otherwise associated with the Company in
business and whether or not this Company receives
directly or indirectly any consideration or advantage
therefrom;
(j) to establish and maintain or procure the establishment
and maintenance of any non-contributory or contributory
pension or superannuation funds for the benefit of, and
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 for the time
being the Company's holding or subsidiary company as
defined by Section 736 of the Companies Act 1985 or
otherwise associated with the Company in business or
who are or were at the time directors or officers of
the Company or of any such other company as aforesaid,
and the wives, widows, families and dependents of any
such persons, and also to establish and subsidise or
subscribe to any institutions, associations, clubs or
fund calculated to be for the benefit of or to advance
the interests and well-being of the Company or of any
such other company as aforesaid, or of any such persons
as aforesaid, and to make payments for or towards the
insurance of any such persons as aforesaid, and to
subscribe or guarantee money for charitable or
benevolent objects or for any exhibition or for any
public, general or useful object; and to establish, set
up, support and maintain share purchase schemes or
profit-sharing schemes for the benefit of any employees
of the Company or of any company which is for the time
being the Company's holding or subsidiary company as
defined by Section 736 of the Companies Act 1985 and to
do any of the matters aforesaid; either alone or in
conjunction with any such other company as aforesaid;
(k) to draw, make, accept, endorse, negotiate, discount and
execute promissory notes, bills of exchange and other
negotiable instruments;
(l) to invest and deal with the moneys of the Company not
immediately required for the purposes of its business
in or upon such investments or securities and in any
such manner as may from time to time be determined;
(m) to pay for any property or rights acquired by the
Company, either in cash or in 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;
(n) 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 of any company or
corporation, with or without deferred or preferred or
special rights or restrictions in respect of dividend,
repayment of capital, voting or otherwise, or in
debentures or mortgage debentures or debenture stock,
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, stock or securities so acquired;
(o) to enter into any partnership or joint-purse
arrangement or arrangement for sharing profits union of
interests or co-operation with any company, firm or
person carrying on or proposing to carry on any
business within the objects of this Company and to
acquire and hold, sell, deal with or dispose of shares,
stock or securities of and to subsidise or otherwise
assist any such company;
(p) to establish or promote or concur in establishing or
promoting any other company whose objects shall include
the acquisition and taking over of all or any of the
assets and liabilities of the Company or the promotion
of which shall be in any manner calculated to advance
directly or indirectly the objects or interests of this
Company, and to acquire and hold or dispose of shares,
stock or securities and guarantee the payment of
dividends, interest or capital of any shares, stock or
securities issued by or any other obligations of any
such company;
(q) to purchase or otherwise acquire and undertake all or
any part of the business, property, assets, liabilities
and transactions of any person, firm or company
carrying on any business which this Company is
authorised to carry on;
(r) 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;
(s) to amalgamate with any other company whose objects are
or include objects similar to those of this Company,
whether by sale or purchase (for fully or partly paid-
up shares or otherwise) of the undertaking, subject to
the liabilities of this or any such other company as
aforesaid, with or without winding up, or by sale or
purchase (for fully or partly paid-up shares or
otherwise) of all or a controlling interest in the
shares or stock of this or any such other company as
aforesaid, or by partnership, or any arrangement of the
nature of partnership, or in any other manner;
(t) to subscribe or guarantee money for or organise or
assist any national, local, charitable, benevolent,
public, general or useful object, or for any exhibition
or for any purpose which may be considered likely
directly or indirectly to further the objects of the
Company or the interest of its members;
(u) to distribute among the members in specie any property
of the Company, or any proceeds of sale and disposal of
any property of the Company, 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;
(v) to give such financial assistance, directly or
indirectly, for the purpose of the acquisition of
shares in the Company or the Company's holding company
as defined by Section 736 of the Companies Act 1985 or
for the purpose of reducing or discharging any
liability incurred by any person for the purpose of the
acquisition of shares in the Company or the Company's
holding company as defined by Section 736 of the
Companies Act 1985 as may be lawful;
(w) to do all or any of the above things in any part of the
world, and either as principals, agents, trustees,
contractors or otherwise, and either alone or in
conjunction with others, and either by or through
agents, trustees, subcontractors or otherwise;
(x) to do all such things as are incidental or conducive to
the above objects or any of the them.
And it is hereby declared that the objects of the Company as
specified in each of the foregoing paragraphs of this
clause (except only if and so far as otherwise expressly
provided in any paragraphs) shall be separate and distinct
objects of the Company and shall not be in any way limited
by reference to any other paragraph or the name of the
Company.
4 The liability of the members is limited.
5 The Company's share capital is *L100 divided into 100
Deferred Shares of L1 each and US$3,000,000,000
divided into 3,000,000,000 Ordinary Shares of US$1 each.
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* The Share Capital of the Company was increased from L1,000
to L2,000,000,000 by Ordinary Resolution passed 26 February
1998.
By Special Resolution passed on 22 May 1998, the authorised
share capital of the Company was changed to L100 and
US$3,000,000,000 by the cancellation of 1,999,999,900
Ordinary Shares of L1 each in the authorised but unissued
share capital, by the creation of 3,000,000,000 new Ordinary
Shares of US$1 and by the conversion of 100 issued Ordinary
Shares of L1 each into 100 Deferred Shares of L1 each.
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.
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NAMES, ADDRESSES AND NUMBER OF SHARES
DESCRIPTIONS OF SUBSCRIBERS TAKEN BY EACH SUBSCRIBER
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LUCIENE JAMES LIMITED One
83 Leonard Street
London EC2A 4QS
Limited Company
THE COMPANY REGISTRATION AGENTS One
LIMITED
83 Leonard Street
London EC2A 4QS
Limited Company
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DATED 29 January 1998
WITNESS to the above signatures:-
FREDERICK PAUL CURTIS
8 Moreton Road South
Luton LU2 0JL
Company Registration Agent