EXHIBIT 3.25
THE COMPANIES ACTS 1985 AND 1989
----------------------------------------
PRIVATE COMPANY LIMITED BY SHARES
----------------------------------------
MEMORANDUM OF ASSOCIATION
OF
HERBALIFE EUROPE LIMITED(1)
1. The Company's name is "HERBALIFE EUROPE LIMITED".
2. The Company's registered office is to be situated in England and Wales.
3. The Company's objects are:
(A) (i) To mix, process, manufacture, acquire, import, market, publicise,
promote, supply, sell, distribute, dispose of, and/or otherwise deal in
herbs, vitamins, minerals, proteins, oils, fats, carbohydrates (and any
combinations thereof) and other foods and nutritious substances and
dietary and food supplements and soaps, creams, oils, gels, lotions,
toiletries and other health and beauty products and medicines.
(ii) To carry on business as manufacturers, builders and suppliers of and
dealers in goods of all kinds, and as mechanical, general, electrical,
marine, radio, electronic, aeronautical, chemical, petroleum, gas civil
and constructional engineers, and manufacturers, importers and exporters
of, dealers in machinery, plant and equipment of all descriptions and
component parts thereof, forgings, castings, tools, implements, apparatus
and all other articles and things.
(iii) To act as an investment holding company and to co-ordinate the
business of
- ----------
1 The Company was incorporated with the name Fennelglade Limited on 22
February 1996. Its name was changed to Herbalife Europe Limited pursuant
to a special resolution passed on 2 May 1996.
any companies in which the Company is for the time being interested, and
to acquire (whether by original subscription, tender, purchase exchange or
otherwise) the whole of or any part of the stock, shares, debentures,
debenture stocks, bonds and other securities issued or guaranteed by a
body corporate constituted or carrying on business in any part of the
world or by any government, sovereign ruler, commissioners, public body or
authority and to hold the same as investments, and to sell, exchange,
carry and dispose of the same.
(iv) To carry on the businesses in any part of the world as importers,
exporters, buyers, sellers, distributors and dealers and to win, process
and work produce of all kinds.
(B) To carry on the following businesses, namely, contractors, garage
proprietors, filling station proprietors, owners and charterers of road
vehicles, aircraft and ships and boats of every description, lightermen
and carriers of goods and passengers by road, rail, water or air,
forwarding, transport and commission agents, customs agents, stevedores,
wharfingers, cargo superintendents, packers, warehouse storekeepers, cold
store keepers, hotel proprietors, caterers, publicans, consultants,
advisers, financiers, bankers, advertising agents, insurance brokers,
travel agents, ticket agents and agency business of all kinds and
generally to provide entertainment for and render services of all kinds to
others and to carry on any other trade or business which can in the
opinion of the directors be advantageously carried on by the Company in
connection with or ancillary to any of the businesses of the Company.
(C) To buy, sell, manufacture, repair, alter, improve, manipulate, prepare for
market, let on hire, and generally deal in all kinds of plant, machinery,
apparatus, tools, utensils, materials, produce, substances, articles and
things for the purpose of any of the businesses specified in clause 3, or
which may be required by persons having, or about to have, dealings with
the Company.
(D) To build, construct, maintain, alter, enlarge, pull down, remove and
replace any buildings, shops, factories, offices, works, machinery and
engines, and to work, manage and control these things.
(E) To enter into contracts, agreements and arrangements with any person for
the carrying out by that person on behalf of the Company of any object for
which the Company is formed.
(F) To acquire, undertake and carry on the whole or any part of the business,
property and liabilities of any person carrying on any business which may
in the opinion of the directors be capable of being conveniently carried
on, or calculated directly or
2
indirectly to enhance the value of or make profitable any of the Company's
property or rights, or any property suitable for the purposes of the
Company.
(G) To enter into any arrangement with a government or authority, whether
national, international, supreme, municipal, local or otherwise, that may
in the opinion of the directors be conducive to any object of the Company,
and to obtain from that government or authority any right, privilege or
concession which in the opinion of the directors is desirable, and to
carry out, exercise and comply with that arrangement, right, privilege or
concession.
(H) To apply for, purchase and by other means acquire, protect, prolong and
renew any patent, patent right, brevet d'invention, licence, secret
process, invention, trade mark, service mark, copyright, registered
design, protection, concession and right of the same or similar effect
or nature, and to use, turn to account, manufacture under and grant
licences and privileges in respect of those things, and to spend money
in experimenting with, testing, researching, improving and seeking to
improve any of those things.
(I) To acquire an interest in, amalgamate with and enter into partnership
or any arrangement for the sharing of profits, union of interests,
co-operation, joint venture, reciprocal concession or otherwise with
any person, or with any employees of the Company. To lend money to,
guarantee the contracts of, and otherwise assist that person or those
employees, and to take and otherwise acquire an interest in that
person's shares or other securities and to sell, hold, re-issue, with
or without guarantee, and otherwise deal with those shares or other
securities.
(J) To lend money to, subsidise and assist any person, to act as agents for
the collection, receipt and payment of money and generally to act as
agents and brokers for and perform services for any person, and to
undertake and perform sub-contracts.
(K) To enter into any guarantee or contract of indemnity or suretyship, and
to provide security, including, without limitation, the guarantee and
provision of security for the performance of the obligations of and the
payment of any money (including, without limitation, capital,
principal, premiums, dividends, interest, commissions, charges,
discount and any related costs or expenses whether on shares or other
securities) by any person including, without limitation, any body
corporate which is for the time being the Company's holding company,
the Company's subsidiary, a subsidiary of the Company's holding company
or any person which is for the time being a member or otherwise has an
interest in the Company or is associated with the Company in any
business or venture, with or without the Company
3
receiving any consideration or advantage (whether direct or indirect), and
whether by personal covenant or mortgage, charge or lien over all or part
of the Company's undertaking, property, assets or uncalled capital
(present and future) or by other means. For the purposes of paragraph (K)
"guarantee" includes any obligation, however described, to pay, satisfy,
provide funds for the payment or satisfaction of (including, without
limitation, by advance of money, purchase of or subscription for shares or
other securities and purchase of assets or services), indemnify against
the consequences of default in the payment of, or otherwise be responsible
for, any indebtedness of any other person.
(L) To promote, finance and assist any person for the purpose of acquiring all
or any of the property, rights and undertaking or assuming the liabilities
of the Company, and for any other purpose which may in the opinion of the
directors directly or indirectly benefit the Company, and in that
connection to place, guarantee the placing of, underwrite, subscribe for,
and otherwise acquire all or any part of the shares or other securities of
a body corporate.
(M) To pay out of the funds of the Company all or any expenses which the
Company may lawfully pay of or incidental to the formation,
registration, promotion and advertising of and raising money for the
Company and the issue of its shares or other securities, including,
without limitation, those incurred in connection with the advertising
and offering of its shares or other securities for sale or
subscription, brokerage and commissions for obtaining applications for
and taking, placing, underwriting or procuring the underwriting of its
shares or other securities.
(N) To remunerate any person for services rendered or to be rendered to the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
(O) To purchase, take on lease, exchange, hire and otherwise acquire any real
or personal property and any right or privilege over or in respect of it.
(P) To receive money on deposit on any terms the directors think fit.
(Q) To invest and deal with the Company's money and funds in any way the
directors think fit.
(R) To lend money and give credit with or without security.
(S) To borrow, raise and secure the payment of money in any way the directors
think fit, including, without limitation, by the issue of debentures and
other securities,
4
perpetual or otherwise, charged on all or any of the Company's property
(present and future) or its uncalled capital, and to purchase, redeem and
pay off those securities.
(T) To remunerate any person for services rendered or to be rendered in
placing, assisting and guaranteeing the placing and procuring the
underwriting of any share or other security of the Company or of any
person in which the Company may be interested or proposes to be
interested, or in connection with the conduct of the business of the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as
paid up in full or in part.
(U) To subscribe for, acquire and hold (in each case absolutely or
conditionally) shares, debentures and other securities of any person and
to co-ordinate, finance and manage the business and operation of any
person in which the Company has an interest.
(V) 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.
(W) To sell, lease, exchange, let on hire and dispose of any real or
personal property and the whole or part of the undertaking of the
Company, for such consideration as the directors think fit, including,
without limitation, for shares, debentures or other securities, whether
fully or partly paid up, of any person, whether or not having objects
(altogether or in part) similar to those of the Company. To hold any
shares, debentures and other securities so acquired, and to improve,
manage, develop, sell, exchange, lease, mortgage, dispose of, grant
options over, turn to account and otherwise deal with all or any part
of the property and rights of the Company.
(X) To adopt any means of publicising and making known the businesses,
services and products of the Company as the directors think fit,
including, without limitation, advertisement, publication and distribution
of notices, circulars, books and periodicals, purchase and exhibition of
works of art and interest and granting and making of prizes, rewards and
donations.
(Y) To support, subscribe to and contribute to any charitable or public
object and any institution, society and club which may be for the
benefit of the Company or persons who are or were directors, officers
or employees of the Company, its predecessor in business, any
subsidiary of the Company or any person allied to or associated with
the Company, or which may be connected with any town or place
5
where the Company carries on business. To subsidise and assist any
association of employers or employees and any trade association. To grant
pensions, gratuities, annuities and charitable aid and to provide
advantages, facilities and services to any person (including any director
or former director) who may have been employed by or provided services to
the Company, its predecessor in business, any subsidiary of the Company or
any person allied to or associated with the Company and to the spouses,
children, dependants and relatives of those persons and to make advance
provision for the payment of those pensions, gratuities and annuities by
establishing or acceding to any trust, scheme or arrangement (whether or
not capable of approval by the Commissioners of Inland Revenue under any
relevant legislation) the directors think fit, to appoint trustees and to
act as trustee of any trust, scheme or arrangement, and to make payments
towards insurance for the benefit of those persons and their spouses,
children, dependants and relatives.
(Z) To establish and contribute to any scheme for the purchase or
subscription by trustees of shares or other securities of the Company
to be held for the benefit of the employees of the Company, any
subsidiary of the Company or any person allied to or associated with
the Company, to lend money to those employees or to trustees on their
behalf to enable them to purchase or subscribe for shares or other
securities of the Company and to formulate and carry into effect any
scheme for sharing the profits of the Company with employees.
(AA) To apply for, promote and obtain any Act of Parliament and any order or
licence of any government department or authority (including, without
limitation, the Department of Trade and Industry) to enable the Company to
carry any of its objects into effect, to effect any modification of the
Company's constitution and for any other purpose which the directors think
fit, and to oppose any proceeding or application which may in the opinion
of the directors directly or indirectly prejudice the Company's interests.
(BB) To establish, grant and take up agencies, and to do all other things the
directors may deem conducive to the carrying on of the Company's business
as principal or agent, and to remunerate any person in connection with the
establishment or granting of an agency on the terms and conditions the
directors think fit.
(CC) To distribute among the shareholders in specie any of the Company's
property and any proceeds of sale or disposal of any of the Company's
property and for that purpose to distinguish and separate capital from
profits, but no distribution amounting to a reduction of capital may be
made without any sanction required by law.
6
(DD) To purchase and maintain insurance for the benefit of any person who is or
was an officer or employee of the Company, a subsidiary of the Company or
a company in which the Company has or had an interest (whether direct or
indirect) or who is or was trustee of any retirement benefits scheme or
any other trust in which any officer or employee or former officer or
employee is or has been interested, indemnifying that person against
liability for negligence, default, breach of duty or breach of trust or
any other liability which may lawfully be insured against.
(EE) To amalgamate with any other person and to procure the Company to be
registered or recognised in any part of the world.
(FF) Subject to the Act, to give (whether directly or indirectly) any kind of
financial assistance (as defined in section 152(1)(a) of the Act) for any
purpose specified in section 151(1) or section 151(2) of the Act.
(GG) To do all or any of the things provided in any paragraph of clause 3:
(i) in any part of the world;
(ii) as principal, agent, contractor, trustee or otherwise;
(iii) by or through trustees, agents, subcontractors or otherwise; and
(iv) alone or with another person or persons.
(HH) To do all things that are in the opinion of the directors incidental or
conducive to the attainment of all or any of the Company's objects, or the
exercise of all or any of its powers.
(II) The objects specified in each paragraph of clause 3 shall, except where
otherwise provided in that paragraph, be regarded as independent objects,
and are not limited or restricted by reference to or inference from the
terms of any other paragraph or the name of the Company. None of the
paragraphs of clause 3 or the objects or powers specified or conferred in
or by them is deemed subsidiary or ancillary to the objects or powers
mentioned in any other paragraph. The Company has as full a power to
exercise all or any of the objects and powers provided in each paragraph
as if each paragraph contained the objects of a separate company.
(JJ) In clause 3, a reference to:
(i) a "person" includes a reference to a body corporate, association or
7
partnership whether domiciled in the United Kingdom or elsewhere and
whether incorporated or unincorporated;
(ii) the "Act" is, unless the context otherwise requires, a reference to
the Companies Act 1985, as modified or re-enacted or both from time to
time; and
(iii) a "subsidiary" or "holding company" is to be construed in accordance
with section 736 of the Act.
4. The liability of the members is limited.
5. The Company's share capital is L100 divided into 100 shares of L1 each.
8
I, being the sole subscriber to this memorandum of association, wish to be
formed into a company pursuant to this memorandum; and I agree to take the
number of shares in the capital of the company shown opposite my name.
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF SUBSCRIBER Number of shares
taken by the sole
Subscriber
- --------------------------------------------------------------------------------
CHANTAL ELIZABETH BRACKENBURY ONE
For and on behalf of
Legibus Nominees Limited
200 Aldersgate Street
London EC1A 4JJ
- --------------------------------------------------------------------------------
DATED the day of , 1996.
WITNESS to the above Signature:
DENISE WARD
200 Aldersgate Street
London EC1A 4JJ
9