EXHIBIT 3.1.1
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 2)
PLC
INCORPORATED ON 20TH DECEMBER, 2002
NO. 4623188
ALLEN & OVERY
LONDON
lCM:638436.2
2
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 2) PLC
1. The Company's name is "Permanent Financing (No. 2) PLC" (the "Company").
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. The Company's objects are:
(1) to carry on business as a general commercial company;
(2) to carry on any trade or business whatsoever;
(3) to do all such things as are, in the opinion of the directors,
incidental or conducive to the carrying on of any trade or
business by it;
(4) to do all such things as the directors consider to be
desirable or for the benefit of the Company;
(5) to lend money and give credit with or without security and to
deposit money with any person and to carry on the business of
a banking, finance, or insurance company;
(6) to borrow or raise money by any method and to obtain any form
of credit or finance in any way the directors think fit,
(whether secured or unsecured), including, without limitation,
by the issue of debentures and other securities, perpetual or
otherwise, and to secure the payment or repayment of any money
credit or finance by any mortgage, charge, pledge, lien or
other security of any kind over all or any of the Company's
property (present and future) or its uncalled capital, and to
purchase, redeem and pay off such borrowings, money, finance,
credit, or securities;
(7) to purchase or by any other means acquire, hold, dispose of,
write, enter into or otherwise deal with swaps, options,
warrants, futures, forward contracts, contracts for
differences and any other type of financial instrument;
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(8) to guarantee in any manner, or to enter into any indemnity or
other arrangement in relation to, the discharge, observance or
performance of any liabilities of any person, including, but
without limitation, any body corporate which is a holding
company, a subsidiary or a fellow subsidiary of the Company
and to secure any such guarantee, indemnity or arrangement or
the discharge, observance and performance of any liabilities
of any person by any mortgage, charge, pledge, lien or other
security of any kind over the whole or any part of the
undertaking and assets of the Company including its uncalled
capital;
(9) to give any financial assistance that may lawfully be given
in connection with the acquisition of shares in the Company or
any other company which is its holding company;
(10) to sell, transfer or otherwise dispose of all or any part of
the undertaking, assets and liabilities of the Company;
(11) to provide or arrange for pensions, lump sum payments,
gratuities, life, health, accident and other insurances and
other benefits (pecuniary or otherwise) of every kind to or
for the benefit of any individuals who are or have been
directors of, or employed by, or who provide or have provided
services to or for, the Company or any body corporate which is
or has been a subsidiary, holding company or fellow subsidiary
of the Company or otherwise connected with the Company or the
predecessors in business of the Company or of any such
subsidiary, holding company or fellow subsidiary or connected
company and to or for the benefit of the present or former
spouses, children and other relatives and dependants of such
individuals and others who have or formerly had with any such
individuals any relationship of such a kind as the directors
may approve; and for those purposes to establish or
participate in any fund or scheme, to effect or contribute to
any form of insurance and to enter into any other arrangements
of any kind which the directors may approve;
(12) to support and subscribe to any institution or association
which may be for the benefit of the Company or its directors
or employees or connected with any town or place where the
Company carries on business, to support and subscribe to any
charitable or public object whatsoever;
(13) to act as trustee, personal representative, director or agent
of any kind and for any purpose;
(14) to exercise any power of the Company for any consideration of
any kind or for no consideration;
and it is declared that:
(a) this clause shall be interpreted in the widest and most
general manner and without regard to the eiusdem generis rule
or any other restrictive principle of interpretation;
(b) each of the above subclauses shall, unless it expressly
provides to the contrary, be deemed to set out a separate,
distinct and independent object of the Company and not a power
ancillary or incidental to the objects set out in any other
subclause;
(c) subclauses (2) to (14) are without prejudice to the generality
of the objects and powers conferred by subclause (1) and no
subclause shall be in any way limited or restricted by
reference to or inference from any other subclause;
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(d) in this clause:
(i) "assets" includes property, rights and interests of
every description, whether present or future, actual
or contingent and wherever situate;
(ii) "dispose of", in relation to an asset, includes
surrendering or extinguishing it, and also creating
or granting it or any interest or right out of or in
respect of it;
(iii) "liabilities" includes debts and obligations of every
description, whether present or future, actual or
contingent; and
(iv) "person" includes any partnership or other body of
persons, whether corporate or unincorporate, and any
country, territory, public authority and
international organisation.
5. The liability of each member is limited.
6. The Company's share capital is L50,000 divided into 50,000 shares of
L1 each.
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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 names.
NUMBER OF
SHARES TAKEN
NAME AND ADDRESS OF SUBSCRIBER BY SUBSCRIBER
Permanent Holdings Limited 1
Blackwell House
Guildhall Yard
London EC2V 5AE
Jonathan E. Keighley
per pro SFM Directors Limited
as Director
for and on behalf of
Permanent Holdings Limited
/s/ Jonathan E. Keighley
------------------------
Jonathan E. Keighley
Director
SFM Corporate Services Limited
Blackwell House
Guildhall Yard 1
London EC2V 5AE
James Macdonald
/s/ James G.S. Macdonald
------------------------
for and on behalf of James G.S. Macdonald
SFM Corporate Services Limited DIRECTOR
-------------
Total shares taken 2
-------------
Dated 21 November, 2002.
Witness to the above signatures:
/s/ Ryan William O'Rourke
-------------------------
Ryan William O'Rourke
45 ST Leonards Court
London SW14 7NG
21 November, 2002
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Company number
4623188
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 2) PLC (THE "COMPANY")
PRELIMINARY
1. Except as otherwise provided in these articles, the
regulations contained in Table A shall apply to the Company.
For the purposes of these articles, Table A means Table A in
the Schedule to the Companies (Tables A to F) Regulations
1985, as amended by the Companies (Tables A to F) (Amendment)
Regulations 1985.
2. (1) In these articles, unless the contrary intention appears:
(a) 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;
(b) the "Statutes" means the Act and every other statute,
statutory instrument, regulation or order for the
time being in force concerning companies registered
under the Act; and
(c) "subsidiary" or "holding company" is to be construed
in accordance with section 736 of the Act; and
(d) words importing the singular number include the
plural number and vice versa, words importing one
gender include all genders and words importing
persons include bodies corporate and unincorporated
associations.
(2) Headings to these articles are inserted for convenience and
shall not affect construction.
SHARE CAPITAL
3. (1) The authorised share capital of the Company is L50,000
divided into 50,000 shares of L1 each.
(2) Subject to the provisions of the Act and to any direction to
the contrary which may be given by ordinary or other
resolution of the Company, any unissued shares of the
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Company (whether forming part of the original or any increased
capital) shall be at the disposal of the Directors who may
offer, allot, grant options over or otherwise dispose of them
to such persons, at such times and for such consideration and
upon such terms and conditions as they may determine.
(3) The directors are generally and unconditionally authorised, in
accordance with section 80 of the Act, to exercise all the
powers of the Company to allot relevant securities. The
maximum nominal amount of relevant securities that may be
allotted under this authority shall be the nominal amount of
the unissued share capital at the date of incorporation of the
Company, this amount being 49,998.
(4) The authority contained in paragraph (3) shall expire on the
day five years after the date of the incorporation of the
Company but the Company may, before the authority expires,
make an offer or agreement which would or might require
relevant securities to be allotted after it expires.
(5) The directors are given power to allot for cash equity
securities (as defined for the purposes of section 89 of
the Act) pursuant to the general authority conferred on them
by paragraphs (3) and (4) under section 80 of the Act as if
section 89(1) of that Act did not apply to the allotment.
This power shall expire on the day five years after the date
of incorporation of the Company but the Company may, before
this power expires, make an offer or agreement which would or
might require equity securities to be allotted after it
expires.
GENERAL MEETINGS
4. (1) A general meeting or a meeting of any class of members of the
Company may consist of a conference between members some or
all of whom are in different places provided that each member
who participates is able:
(a) to hear each of the other participating members
addressing the meeting; and
(b) if he so wishes, to address all of the other
participating members simultaneously,
whether directly, by conference telephone or by any other form
of communications equipment (whether in use when these
articles are adopted or not) or by a combination of those
methods.
(2) A quorum is deemed to be present if those conditions are
satisfied in respect of at least the number of members
required to form a quorum.
(3) A meeting held in this way is deemed to take place at the
place where the largest group of participating members is
assembled or, if no such group is readily identifiable, at the
place from where the chairman of the meeting participates.
(4) A resolution put to the vote of a meeting shall be decided by
each member indicating to the chairman (in such manner as the
chairman may direct) whether the member votes in favour of or
against the resolution or abstains. Regulation 46 of Table A
shall be amended accordingly.
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(5) References in this article to members shall include their duly
appointed proxies and, in the case of corporate members, their
duly authorised representatives.
SHAREHOLDERS' RESOLUTIONS
5. A resolution in writing signed or approved by letter,
facsimile, telegram or telex by or on behalf of all the
members of the Company who would be entitled to vote on it if
it had been proposed at a general meeting or at a meeting of
any class of members of the Company shall be as valid and
effectual as if it had been passed at a general meeting or at
such class meeting (as the case may be) duly convened and
held. The resolution may be contained in one document or in
several documents in like form each stating the terms of the
resolution accurately and signed by or on behalf of one or
more of the members. Regulation 53 of Table A shall not apply.
VOTES OF MEMBERS
6. (1) A proxy appointed by a member of the Company under section 372
of the Act may vote on a show of hands as well as on a poll,
but no person present shall be entitled to more than one vote
on a show of hands except as provided in regulation 50 of
Table A. Regulation 54 of Table A shall be amended
accordingly. A proxy appointed to attend and vote instead of a
member shall have the same right as the member to speak at the
meeting.
(2) The instrument appointing a proxy and any authority under
which it is executed (or such copy of the instrument or the
authority or both as the directors may approve) may be
deposited at the place where the meeting or adjourned meeting
is to be held at any time before the time for holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote. This provision is in addition and
without prejudice to the provisions of paragraphs (a), (b) and
(c) of regulation 62 of Table A and the last provision of
regulation 62 shall be amended accordingly.
DIRECTORS
7. (1) The holders of a majority of the ordinary shares in the
Company in issue may appoint any person as a director of the
Company and may remove any director. Any appointment or
removal shall be made in writing signed by the holders of the
majority of the ordinary shares in the Company in issue and,
in the case of a body corporate holding any of those shares,
the signature of any officer or other duly appointed
representative shall suffice. Any appointment or removal shall
take effect when it is lodged at the office or produced at any
meeting of the directors.
(2) In addition to the circumstances set out in regulation 81 of
Table A the office of a director shall be vacated if he is
removed from that office in accordance with this article.
(3) The directors may appoint any person who is willing to act to
be a director, either to fill a casual vacancy or as an
additional director.
(4) The directors shall not be subject to retirement by rotation
and regulations 73 to 80 (inclusive) and the last sentence of
regulation 84 of Table A shall not apply.
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(5) No director shall vacate his office or be ineligible for
re-appointment as a director, nor shall any person be
ineligible for appointment as a director, by reason only of
his having attained a particular age.
(6) No special notice is required of any resolution appointing or
approving the appointment of such a director nor is any notice
required to state the age of the person to whom the resolution
relates.
ALTERNATE DIRECTORS
8. (1) In addition to the persons mentioned in regulation 65 of Table
A, any director may appoint a director of any holding company
of the Company or of any other subsidiary of that holding
company or any person approved by a majority of the other
directors to act as an alternate director.
(2) An alternate director shall be entitled to receive notice of
all meetings of the directors, to attend and to vote at any
meeting at which the director appointing him is not personally
present and at that meeting to exercise and discharge all the
functions, powers and duties of his appointor as a director
and for the purposes of the proceedings at that meeting the
provisions of these articles shall apply as if he was a
director. Regulation 66 of Table A shall not apply.
(3) Every person acting as an alternate director shall have one
vote for each director for whom he acts as alternate, in
addition to his own vote if he is also a director, but he
shall count as only one for the purpose of determining whether
a quorum is present. The last sentence of each of regulations
88 and 89 of Table A shall not apply.
(4) Any person appointed as an alternate director shall vacate his
office as an alternate director if the director by whom he has
been appointed ceases to be a director or removes him or on
the happening of any event which, if he is or were a director,
causes or would cause him to vacate that office. Regulation 67
of Table A shall not apply.
(5) An alternate director shall alone be responsible to the
Company for his acts and defaults and shall not be deemed to
be the agent of the director appointing him. Regulation 69 of
Table A shall not apply.
POWERS OF DIRECTORS
9. (1) The powers of the directors mentioned in regulation 87 of
Table A shall be exercisable as if the word "executive" (which
appears before the word "office") were deleted.
(2) Without prejudice to any other of their powers, the directors
may exercise any of the powers conferred by the Statutes to
make provision for the benefit of persons employed or formerly
employed by the Company or any of its subsidiaries in
connection with the cessation or the transfer to any person of
the whole or part of the undertaking of the Company or any of
its subsidiaries.
PROCEEDINGS OF DIRECTORS
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10. Provided that he has disclosed to the directors the nature and
extent of any material interest of his, a director may vote as
a director on a resolution concerning any matter in which he
has, directly or indirectly, an interest or duty and, if he
votes, his vote shall be counted and he shall be counted in
the quorum when that resolution or matter is under
consideration. Regulations 94 to 96 (inclusive) of Table A
shall not apply.
11. Notices of meetings of the directors shall be given to all
directors and to any alternate directors appointed by them.
Regulation 88 of Table A shall be amended accordingly.
12. Regulation 93 of Table A (written resolutions of directors)
shall apply as if the word "signed" included "approved by
letter, facsimile, telegram or telex".
13. (1) A meeting of the directors may consist of a conference
between directors some or all of whom are in different places
provided that each director who participates is able:
(a) to hear each of the other participating directors
addressing the meeting; and
(b) if he so wishes, to address all of the other
participating directors simultaneously,
whether directly, by conference telephone or by any other form
of communications equipment (whether in use when these
articles are adopted or not) or by a combination of those
methods.
(2) A quorum is deemed to be present if those conditions are
satisfied in respect of at least the number of directors
required to form a quorum, subject to the provisions of
article 10.
(3) A meeting held in this way is deemed to take place at the
place where the largest group of participating directors is
assembled or, if no such group is readily identifiable, at the
place from where the chairman of the meeting participates.
SEAL
14. (1) The Company may exercise the powers conferred by the
Statutes with regard to having official seals and those powers
shall be vested in the directors.
(2) The directors shall provide for the safe custody of every seal
which the Company may have.
(3) A seal shall be used only by the authority of the directors or
a duly authorised committee but that authority may consist of
an instruction or approval given by letter, facsimile,
telegram, telex or telephone by a majority of the directors or
of the members of a duly authorised committee.
(4) The directors may determine who shall sign any instrument to
which a seal is applied, either generally or in relation to a
particular instrument or type of instrument, and may also
determine, either generally or in any particular case, that
such signatures shall be dispensed with or affixed by some
mechanical means.
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(5) Unless otherwise decided by the directors:
(a) certificates for shares, debentures or other
securities of the Company to which a seal is applied
need not be signed; and
(b) every other instrument to which a seal is applied
shall be signed by at least one director and the
secretary or by at least two directors.
(6) Certificates for shares, debentures or other securities of the
Company need not be sealed with the seal but may be signed on
behalf of the Company by at least one director and the
secretary or by at least two directors or by such other person
or persons as may be authorised by the directors for that
purpose. Regulation 6 of Table A shall be amended accordingly.
Regulation 101 of Table A shall not apply.
NOTICES
15. (1) The Company may give any notice to a member either personally
or by sending it by prepaid airmail or first class post or
telex or facsimile transmission to the member at his
registered address or by leaving it at that address. In the
case of joint holders of a share, all notices shall be given
to the joint holder whose name stands first in the register of
members in respect of the joint holding and notice so given
shall be sufficient notice to all the joint holders.
(2) Regulation 112 of Table A shall not apply and regulation 116
shall apply as if the words "within the United Kingdom" did
not appear.
16. (1) Proof that:
(a) an envelope containing a notice was properly
addressed, prepaid and posted (by airmail or first
class post, where available); or
(b) a telex or facsimile transmission setting out the
terms of a notice was properly despatched
shall be conclusive evidence that the notice was given. A
notice shall be deemed to be given at the expiry of 24 hours
after the envelope containing it was so posted or, in the case
of telex or facsimile transmission, when despatched.
(2) Regulation 115 of Table A shall not apply.
INDEMNITY
17. (1) Subject to the provisions of and to the extent permitted by
the Statutes, every director or other officer (excluding an
auditor) of the Company shall be indemnified out of the assets
of the Company against any liability incurred by him in the
actual or purported execution or discharge of his duties or
the exercise or purported exercise of his powers or otherwise
in relation to or in connection with his duties, powers or
office, but:
(a) this indemnity shall not apply to any liability to
the extent that it is recovered from any other
person; and
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(b) the indemnity is subject to such officer taking all
reasonable steps to effect such recovery, so that the
indemnity shall not apply to the extent that an
alternative right of recovery is capable of being
enforced.
(2) Regulation 118 of Table A shall not apply.
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NAME AND ADDRESS OF SUBSCRIBER
Permanent Holdings Limited
Blackwell House
Guildhall Yard
London, EC2V 5AE
Jonathan E. Keighley
per pro SFM Directors Limited
as Director
/s/ Jonathan E. Keighley
------------------------
for and on behalf of Jonathan E. Keighley
Permanent Holdings Limited Director
SFM Corporate Services Limited
Blackwell House
Guildhall Yard
London, EC2V 5AE
/s/ James G.S. Macdonald
------------------------
James G.S. Macdonald
Director
James Macdonald
for and on behalf of
SFM Corporate Services Limited
Dated 21 November, 2002.
Witness to the above signature:
/s/ Ryan William O'Rourke
-------------------------
Ryan William O'Rourke
45 ST Leonards Court
London SW14 7NG
21 November, 2002