1
Exhibit 3.27
The Companies Act 1985
------------------------------
Company Limited By Shares
------------------------------
MEMORANDUM OF ASSOCIATION
of
AQUAPORTE (UK) LIMITED
1. The name of the company is "AQUAPORTE (UK) LIMITED"
2. The registered office of the Company will be situated in
England.
3. The objects for which the Company is established are:
(1) To carry on all or any of the following businesses:
Representatives, agents, factors, distributors,
importers, exporters, manufacturers and wholesale and
retail dealers for or on behalf of any individual,
company, firm or other body or as principals in and
about every kind of marketable product, process,
materials and services of whatever description, and for
these purposes to negotiate and handle contracts and
agreements of all kinds, to act as representatives and
agents of and for any individual, company, firm,
association, authority, organization or other body in
any part of the work and for any purpose whatever, to
tender for and to place contracts, investments and other
rights, to act for and to provide all kinds of services,
agencies and consultancies to all or any parties or
prospective parties to any contract or other agreement,
and to carry on business as advertising
2
and publicity agents, sales promoters, marketing and
market research specialists, direct selling and mail
order specialists, exhibition and display contractors
and promoters, merchandising agents, warehousers,
storers, packers, customs house brokers, shipping and
forwarding agents, clearing agents, wharfingers,
insurance brokers, carriers, hauliers and providers of
all kinds of facilities in connection with or ancillary
to any of the above businesses and all other businesses
at the discretion of the Directors.
(2) To buy, sell, export, manufacture and deal in all kinds
of goods, stores and equipment whether in connection
with any of the above activities or otherwise and to act
as agents for all purposes.
(3) To apply for, purchase or otherwise acquire any patents,
licenses, concessions, privileges and like rights,
conferring a non-exclusive or exclusive or limited right
to use, or any secret or other information as to any
invention which may seem 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, grant
licenses in respect of, or otherwise turn to account,
the rights and information so acquired.
(4) To sell, improve, manage, develop, lease, mortgage, let,
charge, dispose of, turn to account, or otherwise deal
with all or any part of the undertaking or property or
rights of the Company, and to sell the undertaking of
the Company, or any part thereof for such consideration
as the Company may think fit, and in particular for
cash, shares, debentures or debenture stock
2
3
or other obligations, whether fully paid or otherwise,
of any other company.
(5) To carry on the business of commission agents, factors,
general merchants and dealers in every description of
goods, exporters and importers, concessionaires,
wholesale and retail traders, carriers, warehousemen,
designers, advertising contractors or agents, or
trustees, brokers or agents for any company.
(6) To manufacture, refine, repair, purchase, sell, export,
import, deal in or let on hire all kinds of goods,
substances and other articles which may be advantageous
to the Company or which any of the customers or other
companies having dealings with the Company may from time
to time require.
(7) To carry on any other activity and do anything of any
nature which may seem to the Company capable of being
conveniently carried on or done by the Company in
connection with the above, or may seem to the Company
calculated directly or indirectly to benefit the
Company.
(8) To purchase, take on lease or license or in exchange,
apply for, hire, renew or otherwise acquire and hold for
any estate or interest, and to sell, let, license or
otherwise dispose of, in whole or in party, any lands,
buildings, machinery, rights, stock-in-trade, business
concerns, chooses in action, and any other real and
personal property of any kind including all of the
assets of the Company and to perform any services or
render any consideration and to construct, equip, alter
and maintain any buildings, works and
3
4
machinery necessary or convenient for the Company's
business and in each case for any consideration which
may be thought fit.
(9) To enter into partnership or any other arrangement for
sharing profits or joint adventure or co-operation with
any company carrying on, engaged in or about to carry on
or engage in any business or transaction capable of
being conducted so as directly or indirectly to benefit
the Company, and to subsidize or otherwise assist any
such company.
(10) To invest and deal with moneys of the Company not
immediately required in or upon such investments (other
than shares in the Company) and in such manner as may
from time to time seem expedient.
(11) To lend money to such companies with or without security
and otherwise on such terms as may seem expedient.
(12) To guarantee, grant indemnities in respect of, support
or secure, whether 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 contracts or obligations
and the repayment or payment of the principal and
premium of an interest and dividends on any securities
or obligations of any company whether having objects or
engaged or intending to engage in business similar to
those of the Company or not.
(13) To borrow and raise money and to secure or discharge any
debt or obligation of or binding on the Company in such
manner as may be thought fit an din particular by
mortgages and charges upon the undertaking and all or
any of the property and assets (present and future) and
the uncalled
4
5
capital of the Company, or by the creation and issue on
such terms as may be thought expedient of securities of
any description.
(14) To draw, make, accept, endorse, discount, execute and
issue promissory notes, bills of exchange, shipping
documents and other negotiable or transferable
instruments, and to buy, sell and deal in foreign
currencies.
(15) To grant pensions, allowances, gratuities and bonuses to
existing or former employees and officers (including
Directors) of the Company or of any company in which the
Company (directly or through other companies) holds
shares or of any predecessor in business of the Company
or of its holding company, or to their dependents or
relations or connections, and to make payments towards
insurance for any such purpose, and to establish or
support trusts, funds or schemes (whether contributory
or non-contributory) for any such purposes or any other
institutions, trusts, funds, schemes, clubs and
conveniences calculated to benefit any such persons.
(16) To promote or assist in promoting any company or
companies in any part of the world and to subscribe for
shares therein or other securities thereof for the
purpose of carrying on any business which the Company is
authorized to carry on or for any other purpose which
may seem directly or indirectly calculated to benefit
the Company.
(17) To amalgamate with any other company in any manner
whatsoever (whether with or without a liquidation of the
Company).
(18) To procure the Company to be registered or recognized in
any country or place in any part of the world.
5
6
(19) To compensate for loss of office any Directors or other
officers of the Company and to make payments to any
persons whose office, employment or duties may be
terminated by virtue of any transaction in which the
Company is engaged.
(20) To pay out of the funds of the Company the costs,
charges and expenses of any incidental to the formation
and registration of the Company or any company promoted
by the Company, the issue of the capital of the Company
or any such other company, the negotiations between the
promoters preliminary to the formation of the Company,
the acquisition by the Company of any property or assets
and the accomplishment of all or any formalities which
the Company may think necessary or proper in connection
with any of the matters aforesaid.
(21) To insure with any other company against losses,
damages, risks and liabilities of all kinds which may
affect the Company.
(22) To act as directors or managers of, or to appoint
directors or managers of, any subsidiary company or any
other company in which the Company is or may be
interested.
(23) To contribute by donation, subscription, guarantee or
otherwise to any public, general, charitable or other
useful object whatever.
(24) To distribute among the members in specie any property
of the Company, or any proceeds of sale or 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.
6
7
(25) 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, sub-contractors, trustees, subsidiaries or
otherwise.
(26) To do all such other things as are incidental or
conducive to the above objects or any of them.
It is hereby declared that the word "company" in this clause shall
(except where referring to the Company) be deemed to include any
person or partnership or other body of persons, whether incorporated
or not incorporated, and whether domiciled in Great Britain or
elsewhere. The intention is that the objects specified in each
paragraph of this clause shall, except where otherwise expressed, be
in nowise limited or restricted by reference to or inference from
the terms of any other paragraph, form the name of the Company or
from the order in which such objects are stated, but may be carried
out in as full and ample a manner and shall be construed in as wide
a sense as if each of the said paragraphs defined the objects of a
separate and independent company.
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.
- ----------
* Pursuant to an Ordinary Resolution passed on ?th April 1995, the Authorized
Share Capital was increased to (pound)40,000, divided into 40,000 Ordinary
shares of (pound)1 each.
7
8
WE, the several persons whose names and addresses 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.
- --------------------------------------------------------------------------------
NAMES, ADDRESSES AND NUMBER OF SHARES TAKEN
DESCRIPTIONS OF SUBSCRIBERS BY EACH SUBSCRIBER
- --------------------------------------------------------------------------------
ROBERT JOHN WINDMILL One
Inveresk House
1 Aldwych
London WC2R OHF
Solicitor
BETTY PATRICIA DOREEN BAILEY One
Inveresk House
1 Aldwych
London WC2R OHF
CHARTERED SECRETARY
- --------------------------------------------------------------------------------
Dated this 7th day of December 1988.
Witness to the above Signatures:
JOHN STEIN
Inveresk House
1 Aldwych
London WC2R OHF
SOLICITOR
8