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Exhibit 3.26
No. 2899075
THE COMPANIES ACTS 1985 AND 1989
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
of
SPARKLING SPRING WATER UK LIMITED
1. The name of the Company is "sparkling Spring Water UK Limited".
2. The registered office of the Company will be situated in England and
Wales.
3. The object of the Company is to carry on business as a general commercial
company. In particular, but without prejudice to the generality of the
foregoing, the Company has the following objects:
(a) (i) To manufacture, buy, sell, improve, treat, preserve, fine
aerate, mineralise, bottle and otherwise deal in spring mineral and
aerated waters and other liquids of every description and to carry
on all or any of the business of manufacturers, bottlers, merchants
and distributors of and dealers in spring mineral and aerated waters
and other liquids of every description.
(ii) To purchase, lease or otherwise acquire bottles, drums and
other containers for water and other liquids and supply the same to
customers.
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(iii) To supply maintenance, cleaning and sanitation services.
(b) To purchase, take on lease or in exchange, hire or otherwise acquire
and hold, for any estate or interest, and manage any lands,
buildings, servitudes, easements, rights, privileges, concessions,
machinery, plant, stock-in-trade and any heritable or moveable real
or personal property of any kind.
(c) To purchase or otherwise acquire, dispose of, protect, extend and
renew any patents, registered designs, trade marks, and service
marks (whether registered or not) copyright, design right or any
similar property rights including those subsisting in inventions,
designs, drawings, performances, computer programs, semi-conductor
topographies, confidential information, business names, goodwill and
the style of presentation of goods or services and applications for
protection thereof which may seem to the Company capable of being
used for any of the purposes of the Company, or the acquisition of
which may seem calculated directly or indirectly to benefit the
Company and to use, exercise, develop, receive or grant licenses in
respect of or otherwise turn to account any of the same for any
purpose whatsoever, whether manufacturing or otherwise, which the
Company may think calculated directly or indirectly to achieve these
objects.
(d) To form, promote, subsidize and assist companies, syndicates or
other bodies of all kinds and to issue on commission or otherwise
underwrite, subscribe for and take or guarantee the payment of any
dividend or interest on any shares, stocks, debentures or other
capital or securities or
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obligations of any such companies, syndicates or other bodies, and
to pay or provide for brokerage commission and underwriting in
respect of any such issue.
(e) To enter into partnerships or into any arrangement for sharing
profits, union of interests, co-operation or otherwise with any
person or company for the purpose of carrying on business within any
of the objects of the Company.
(f) To carry on any other business which may seem to the Company capable
of being conveniently carried on in connection with the above or
calculated directly or indirectly to enhance the value of or render
profitable any of the Company's property or rights.
(g) To purchase or otherwise acquire and undertake all or any part of
the business, property, liabilities and transactions of any person,
body or company carrying on any business which this Company is
authorized to carry on, or possessed of property, assets or rights
suitable for any of the objects of the Company.
(h) To develop, work, improve, manage, lease, mortgage, charge, pledge,
turn to account or otherwise deal with all or any part of the
property, assets or rights of the Company, to surrender or accept
surrender of any lease or tenancy or rights, and to sell or deal
with the property, assets, business, rights or undertaking of the
Company, or any part thereof, and on such terms and for such
consideration as the Company may think fit, and including for cash
or shares, debentures or securities of any other company.
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(i) To build, construct, erect, maintain, alter, replace or remove any
buildings, works, offices, erections, plant, machinery, tools,
equipment or otherwise as may seem desirable for any of the
businesses or in the interests of the Company, and to manufacture,
buy, sell, lease or otherwise acquire and generally deal in any
plant, tools, machinery, goods or things of any description which
may be conveniently dealt with in connection with any of the
Company's objects.
(j) To manage and conduct the affairs of any companies, firms, bodies
and persons carrying on business of any kind whatsoever, and in any
part of the world.
(k) To enter into, carry on and participate in financial transactions
and dealings and operations of all kinds and to take any steps which
may be considered expedient for carrying into effect such
transactions, dealings and operations including, without prejudice
to the generality of the foregoing, borrowing and lending money and
entering into contracts and arrangements of all kinds.
(l) To borrow or raise money in such manner as the company shall think
fit and in particular by the issue (whether at par or at a premium
discount and for such consideration as the Company may think fit) of
bonds, debentures or debenture stock (payable to bearer or
otherwise), mortgages or charges, shares or other securities,
perpetual or otherwise, and, if the Company thinks fit, charged upon
all or any of the Company's property (both present and future) and
undertaking including its uncalled capital and further, if so
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thought fit, convertible into any stock or shares or securities of
the Company or any other company, and collaterally or further to
secure any obligations of the Company by a trust deed or other
assurance or pledge.
(m) 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 part of the
undertaking, property, assets and rights present and future and
uncalled capital of the Company or by both such methods or by any
other means whatsoever, the liabilities and obligations of and the
payment of any moneys whatsoever (including but not limited to
capital, principal, premiums, interest, dividends, costs and
expenses on any stocks, shares or securities) by any person, firm or
company whatsoever including but not limited to any company which is
for the time being the holding company or a subsidiary (both as
defined by section 736 Companies Act 1985) of the Company or of the
Company's holding company or is controlled by the same person or
persons as control the Company or is otherwise associated with the
Company in its business.
(n) To grant indemnities of every description and to undertake
obligations of every description.
(o) To make, draw, accept, exchange, endorse, negotiate, execute and
issue promissory notes, bills of exchange or other negotiable
instruments or payment orders and to receive money on deposit or
loan.
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(p) To pay all or any expenses incurred in connection with the formation
and promotion and incorporation of the Company and to pay commission
to and remunerate any person or company for services rendered in
underwriting or placing, or assisting to underwrite or place, any of
the shares in the Company's capital or any debentures or other
securities of the Company, or in or about the formation or promotion
of the Company or the conduct of its business.
(q) To pay for any property or rights acquired by the Company in such
manner as the Company may think fit, including payment either in
cash or fully or partly paid-up shares with or without preferred or
deferred rights in respect of dividend or repayment of capital 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.
(r) To accept payment for any property or rights sold or otherwise
disposed of or dealt with by the Company in such manner as the
Company may think fit, including payment either in cash, by
installments or otherwise, or in fully or partly paid-up share of
any company or corporation, with or without deferred or preferred
rights in respect of dividend or repayment of capital 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.
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(s) While the Company remains a private company, and subject to the
provisions of the Companies Act 1985, to:
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(t)
(u)
(v)
(w)
(x) To procure the Company or any branch or representative of it to be
registered or recognized in any country or place abroad or with any
applicable regulatory authority.
(y) To obtain any provisional or other order or Act of Parliament of the
United Kingdom or of the legislature of any other State or
jurisdiction for enabling the Company to carry any of its objects
into effect, or for effecting any modifications to the Company's
constitution, or for any other purpose which may seem expedient, and
to oppose or make representations in connection with any proceeding,
proposal or application which may seem calculated, directly or
indirectly, to prejudice the Company's interests.
(z) To appoint any person or persons, firm or firms, company or
companies to be the attorney or agent of the Company and to act as
agents, managers, secretaries, contractors or in similar capacity.
(aa) To insure the life of any person who may, in the opinion of the
Company, be of value to the Company as having or holding for the
Company
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interests, goodwill or influence or other assets and to pay the
premiums on such insurance.
(ab) To establish and maintain or procure the establishment and
maintenance of contributory or non-contributory pension or
superannuation funds of the benefit of the person referred to below,
to grant emoluments, pensions, allowances, donations, gratuities,
loans and bonuses to such persons and to make payments for or
towards insurance on the life or lives of such persons; to
establish, subsidize, subscribe to or otherwise support any
institution, association, society, club, other establishments, or
fund, the support of which may, in the opinion of the Company, be
calculated directly or indirectly to benefit the Company or any such
persons, or may be connected with any place where the Company
carries on business: to institute and maintain any institution,
association, society, club or other establishment of profit-sharing
scheme, share incentive scheme or employees' share scheme calculated
to advance the interests if the Company or to benefit such persons;
to institute and maintain or assist in the institution or
maintenance of any scheme calculated to promote the purchase or
holding of shares of or securities in the Company by the public, any
section thereof or such persons; and, subject to the provisions of
the Act, to lend money or make payments to, or guarantee or give an
indemnity in respect of, or to give any financial or other
assistance to, any such person, or trustees on their behalf or any
other person, for the purposes of, or to facilitate the institution
or maintenance of, any such
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schemes; to join, participate in and subsidize or assist any
association of employers or employees or any trade association; and
to subscribe or guarantee money for charitable or benevolent objects
or for any public, general or useful object or for any exhibition;
the said persons are any persons who are or were at any time in the
employment or service of the Company or of any of its businesses or
of any company which was or is for the time being the holding
company or a subsidiary (both as defined by section 736 Companies
Act 1985) of the Company or of the company's holding company or is
otherwise associated with the Company or any of its businesses or
who are or were at any time directors or officers of the Company or
of such other company or business aforesaid, or holding or who hold
or who held any salaried employment or office in the Company or such
other company or business, and the families (including former
spouses) of them or any person who is or was dependent on them.
(ac) To purchase and maintain insurance for the benefit of any persons
who are or were at any time directors, officers or employees of the
Company or any other company which is a subsidiary or subsidiary
undertaking of the Company or in which the Company has any interest,
whether direct or indirect, or who are or were at any time trustees
of any pension fund in which any employee of the Company or of any
other such company or subsidiary undertaking are or have been
interested indemnifying such persons against liability for
negligence, default, breach of duty or breach of trust or any other
liabilities which may be lawfully insured against.
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(ad)
(ae)
(af)
It is hereby declared that:
(i)
(ii)
4. The liability of the members is limited.
5. The share capital of the Company is (pound)100 divided into 100 Ordinary
Shares of (pound)1 each.
NOTE: By Ordinary Resolution of the Shareholders passed on 3rd June 1994 the
authorized share capital of the Company was increased from (pound)100
divided into 100 Ordinary Shares of (pound)1 each to (pound)1,990,000
divided into 1,990,000 Shares of (pound)1 each by the creation of
1,989,900 new Ordinary Shares of (pound)1 each.
We, the entity whose name, address and description is subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of
Association and we agree to take the number of shares in the capital of
the company set opposite our name.
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Number of
Shares taken
NAME, ADDRESS AND DESCRIPTION by Subscriber
OF SUBSCRIBER (in words)
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Norton Rose Limited, One
Blackfriars House,
P.O. Box 570,
19 New Bridge Street,
London EC4V 6DH Paul Edelstyn
(authorized signatory)
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DATED this 7th February 1994
WITNESS to the above Signature:
Matthew Rutter,
Blackfriars House
P.O. Box 570,
19 New Bridge Street,
London EC4V 6DH
Trainee Solicitor
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NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
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Norton Rose Limited, One
Blackfriars House,
P.O. Box 570,
19 New Bridge Street,
London EC4V 6DH Paul Edelstyn
(authorized signatory)
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DATED this 7th February 1994
WITNESS to the above signature:
Matthew Rutter,
Blackfriars House
P.O. Box 570,
19 New Bridge Street,
London EC4V 6DH
Trainee Solicitor
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Annex A
THE COMPANIES ACTS 1985 and 1989
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COMPANY LIMITED BY SHARES
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SPECIAL RESOLUTION
of
SPARKLING SPRING WATER UK LIMITED
Passed on 7th June 1994
AT an Extraordinary General Meeting of the above-named Company, duly
convened, and held on 7th June 1994, the following Resolution was duly passed as
a Special Resolution:
SPECIAL RESOLUTION
THAT the Articles of Association be amended by the addition of the following new
Article 2.6:
2.6 (a) No dividend shall be declared or paid by the Company during the
Security Period (as defined in the Credit Agreement) without the
prior written consent of the Bank (as defined in the Credit
Agreement).
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(b) For the purposes of this Article 2.6, "Credit Agreement" means
the credit agreement of even date as the date of adoption of this
Article 2.6 and made between the Company (1) and National
Westminster Bank plc (as the Bank) (2)".
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Chairman