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Exhibit 3.34
This document contains a print of the New Article of Association of Natural
Water Limited as adopted by Special Resolution passed on 26th July 1994.
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Director
THE COMPANIES ACTS 1985 AND 1989
P R I V A T E C O M P A N Y L I M I T E D B Y S H A R E S
COMPANY NUMBER 149165
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NEW
ARTICLES OF ASSOCIATION
OF
NATURAL WATER LIMITED
(Incorporated 21 February, 1994)
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McGRIGOR DONALD
Pacific House
70 Wellington Street
Glasgow G2 6SB
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THE COMPANIES ACTS 1985 AND 1989
P R I V A T E C O M P A N Y L I M I T E D B Y S H A R E S
NEW
ARTICLES OF ASSOCIATION
OF
NATURAL WATER LIMITED
(Adopted by Special Resolution passed on 26th July 1994)
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PRELIMINARY
1. The Regulations contained in 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 ("Table A") so far as not excluded or
modified by the following Articles shall apply to the Company.
2. Regulations 5, 8, 24, 33, 64, 73 to 75 inclusive, 80, 94, 95 and 118 of
Table A shall not apply to the Company and the following Regulations
thereof shall be modified.
Regulation 6 by the deletion of the words "sealed with the seal" and the
substitution of the words "executed in terms of section 36B of the Act";
Regulation 32 by the deletion of paragraph (a) and the consequential
re-lettering of the subsequent paragraphs and the addition to the original
paragraph (b) of the words "but so that any such consolidation and/or
division shall not result in any member becoming entitled to fractions of
a share";
Regulation 32 by the deletion of paragraph (a) and the consequential
re-lettering of the subsequent paragraphs and the addition to the original
paragraph (b) of the words "but so that any such consolidation and/or
division shall not result in any member becoming entitled to fractions of
a share;
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Regulation 40 by the addition at the end of the second sentence of the
words "provided that if the Company shall have duly one member, one member
present in person or by proxy shall be a quorum";
Regulation 46 by the deletion of paragraphs (a) to (d) inclusive and the
substitution of the words "by the chairman or by any person present
entitled to vote upon the business to be transacted;";
Regulation 50 by the addition of the word "not" between the words "shall"
and "be";
Regulation 54 by the addition of the words "or by proxy" between the words
"vote," and "shall" and the words "fully paid" between the words "every"
and "share";
Regulation 66 by the addition of the words "(subject to his giving the
Company an address within the United Kingdom at which notice may be served
upon him)" between the words "shall" and "be";
Regulation 67 by the deletion of the words from "but" until the end;
Regulation 72 by the addition of the words "Any committee shall have
power, unless the Directors direct otherwise, to co-opt as a member or
members of the committee for any specific purpose any person, or persons,
not being a Director of the company." At the end;
Regulation 76 by the deletion of the words "other than a director retiring
by rotation", "or reappointed" and "or reappointment" each time they
appear;
Regulation 77 by the deletion that the words "(other than a director
retiring by rotation at the meeting)", "or reappointment" and "or
reappointed" each time they appear;
Regulation 78 by the deletion of the words "and may also determine the
rotation in which any additional directors are to retire";
Regulation 79 by the deletion of the second and third sentences;
Regulation 82 by the addition of the words "by way of directors' fees"
between the words "remuneration" and "as";
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Regulation 84 by the addition of the words "Unless the contrary shall be
provided in the terms of his appointment" at the beginning of the third
sentence and the deletion of the fourth sentence;
Regulation 85(c) by the addition of the words ", subject to the terms of
any contract of employment between the Company and the Director," between
the words "shall and "not"; and
Regulation 88 by the addition of the word "not" between the words "shall"
and "have" in the fifth sentence; and
Regulation 115 by the deletion of the number "48" and the substitution of
the number "24".
Unless otherwise required by the context of the Articles, words or
expressions which are defined in Table A shall have the same meaning in
the Articles.
Unless otherwise required by the context of the Articles, words importing
the singular only shall include the plural and vice versa; words importing
any gender shall include the other genders; and words importing natural
persons shall include corporations and vice versa.
SHARE CAPITAL
2.1 The share capital of the Company as at the date of adoption of these
Articles is #25,110 divided into 100 Ordinary Shares of #1 each ("the
Ordinary Shares") and 25,000 Redeemable Non-Voting Preference Shares of #1
each ("the Preference Shares").
The rights attaching to the Ordinary Shares and the Preference Shares
respectively shall be as follows:
(A) AS REGARDS INCOME
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(i) The distributable profits of the company in respect of any
financial year (insofar as they are sufficient) shall be
applied first in paying to the holders of the Preference
Shares a fixed noncumulative preferential net cash dividend
(hereinafter called "the Preference Dividend") at the rate
(calculated on the nominal amount paid up thereon) of eight
per centum per annum of the nominal value of each of the
Preference Shares held by them. Such Preference Dividend shall
accrue from day to day with effect from the date of issue and
shall be paid annually on 31st April ("the due date") in
respect of the financial year to 31st January preceding, the
first Preference dividend to be paid on 31st April, 1995 in
respect of the financial year to 31st January, 1995. The
Preference Dividend shall (notwithstanding any other
provisions of these Articles and in particular notwithstanding
that there has not been a recommendation of the Directors or
resolution in General Meeting) immediately on the due date
become a debt due by the Company and shall forthwith be paid
to the holders of the Preference Shares unless the company has
insufficient profits available for distribution and is thereby
prohibited from paying dividends by the Act in which
circumstances, such profits available for distribution as at
the due date will be distributed among the holders of the
Preference Shares pro rata and thereafter the entitlement of
the holders of the Preference Shares to any further dividend
will lapse.
(ii) The Ordinary Shares shall confer on the holders thereof the
right, in respect of any financial period of the Company, to
participate in any surplus profits of the Company available
for distribution and resolved to be distributed as shall
remain after paying the Preference Dividend.
(B) CAPITAL
On a return of assets on liquidation or otherwise, the assets of the
Company remaining after the payment of its liabilities shall be
applied first in paying to the holders of the Preference Shares the
amount paid up or credited as paid up on such shares together with
any sums due under paragraph (a)(i) above and accruals of the
Preference Dividend calculated down to the date of return of capital
and payable irrespective of whether such Preference Dividend has
been declared or earned or not, and subject thereto, the balance of
such assets shall be distributed
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amongst the holders of the Ordinary Shares ratably according to the
amount paid up or credited as paid up on such shares.
(C) AS TO VOTING
(i) The holders of Preference Shares shall be entitled to receive
notice of all General Meetings of the Company but shall not be
entitled to attend or vote at any General Meeting of the
Company.
(ii) The holders of the Ordinary Shares shall be entitled to
receive notice of and to attend and vote at any General
Meeting of the Company.
(D) AS REGARDS REDEMPTION
The following provisions shall have effect with regard to the
redemption of the Preference Shares:
(i) Subject to the provisions of the Act, by notice in writing
("the Redemption Notice") the Company shall redeem all but not
less than all the Preference Shares held by any holder of
Preference Shares on 31st December 1996.
(ii) Any Redemption Notice shall specify the particular shares to
be redeemed, the date of redemption and the place in the
United Kingdom at which the certificates for such shares are
to be presented for redemption whereupon each of the holders
of the shares concerned shall be bound to deliver to the
Company at such place the certificates for such of the shares
concerned as are held by him in order that the same may be
canceled. Upon such delivery, the Company shall pay to such
holder the amount due to him in respect of such redemption.
(iii) There shall be paid on each of the Preference Shares redeemed
the sum of #1 per share together with a sum equal to any
arrears or accruals of the Preference Dividend calculated on a
daily basis down tot he date of redemption whether such
dividends have been declared or earned or not and the
Preference Dividend shall cease to accrue from that date
unless
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upon delivery up of the certificate for such shares payment of
the redemption monies shall be refused.
(iv) If the Company shall be unable, in compliance with the
provisions of the Act, to redeem all or any of the Preference
Shares in accordance with the provisions of this Article on
the date specified in this Article then the Company shall
redeem such shares as soon after such date or dates as the
Company shall be able to comply with the provisions of the
Act; and for so long as any Preference Shares remain
unredeemed after their due date for redemption because of the
Company's inability to comply with the provisions of the Act
as aforesaid the Company shall not pay any dividend or make
any distribution to the holders of Ordinary Shares.
(v) Upon each occasion where redemption is to be made amongst more
than one holder of Preference Shares, redemption shall be made
amongst the holders of the Preference Shares pro rata
according to the number of shares held by such holders at the
date of redemption.
ALLOTMENT OF SHARES
4.1 The Directors are generally and unconditionally authorized to allot
relevant securities (within the meaning of Section 80(2) of the Act) on
such terms and at such time or times as they may in their discretion think
fit; provided that:
(a) the maximum nominal amount of relevant securities to be allotted in
pursuance of such authority shall be the aggregate nominal amount of
the unissued shares in the capital of the Company from time to time
while this authority is in favor; and
(b) this authority shall expire, unless sooner revoked or altered by the
Company in general meeting, on the expiry of the period of five
years from the date of the passing of the resolution by virtue of
which this Article was adopted as part of the Articles provided that
the company may before such expiry make an offer or agreement which
would or might require relevant securities to be allotted after such
expiry and the Directors may allot relevant securities in pursuance
of such offer or agreement as if the power conferred hereby had not
expired.
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4.2 Section 89(1) of the Act shall not apply to any allotment of shares in the
Company:
INCREASE IN CAPITAL
5. The Company may by Special Resolution increase its share capital by new
shares of such amount as the resolution prescribes.
6. The Company shall be entitled, but shall not be bound, to recognize in
such manner and to such extent as it may think fit any trusts in respect
of any of the shares of the Company.. Notwithstanding any such
recognition, the Company shall not be bound to see to the execution,
administration or observance of any trust (whether express, implied or
constructive) in respect of any shares of the Company and shall be
entitled to recognize and give effect to the acts and deeds of the holders
of such shares as if they were the absolute owners thereof. For the
purpose of this Article, "trust" includes any right in respect of any
shares of the Company other than an absolute right thereto in the holder
thereof for the time being or such other rights in case of transmission
thereof as are mentioned in Table A.
LIEN
7. The Company shall have a first and paramount lien on every share for all
moneys (whether presently payable or not) called or payable at a fixed
time in respect of that share, ad the Company shall also have a first and
paramount lien on all shares registered in the name of any person (whether
solely or jointly with others) for all moneys owing to the Company from
him or his estate either alone or jointly with any other person whether as
a member or not and whether such moneys are presently payable or not. The
Directors may at any time declare any share to be wholly or partly exempt
from the provisions of this Article. The Company's lien on a share shall
extend to all dividends and other payments or distributions payable or
distributable thereon or in respect thereof.
8.1 Except with the consent in writing of all the members of the Company, any
Shares in the capital of the Company which are from time to time unissued
shall, before issue, be offered by the Directors in the first instance to
all members of the Company holding shares of the same class at the date of
the offer and thereafter to members then holding shares of every other
class and that in each case in proportion as nearly may be tot he
aggregate amounts paid up or credited as paid up on the shares of the
class or classes held by such
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members respectively. Every such offer shall be in writing, shall be on
identical terms for each holder, shall state the number of the shares to
be issued, the terms of issue, and shall be subject to the following
conditions, which shall be incorporated in such offer:
(a) that any acceptance thereof (which may be as regards all or ______
of the shares offered) shall be in writing and be delivered to the
office within a period of 14 days from the date of __________ of the
said offer;
(b) that in the event of the aggregate number of shares accepted ______
exceeding the number of shares included in such offer, the _____
holders accepting shall be entitled to receive, and bounds ____
accept, an allocation of either the number of shares accepted
________ by them respectively or a proportionate number of the
________ offered according to the proportion which the number of
__________ paid Ordinary Shares held by the accepting holder bears
________ aggregate number of fully paid Ordinary Shares held by
_________ accepting holders at the date of the offer, whichever ____
less; and
(c) that any holders to whom such offer shall have been made ________
whose requirements shall not have been fully met by such _______
allocation shall further be entitled to receive, and bound ______
accept, an allocation among them of any surplus shares _______
proportion, as nearly as may be, to the number of shares ______
accepted by them respectively in excess of the number of to which
they may respectively be entitled on the first allocation thereof as
aforesaid.
The regulations regarding the service of notices contained in
_____________ shall apply to any offers made by the Directors in the terms
of _________ Article.
8.2 If any such offer shall not be accepted in full, the Directors _______
within three months after the date of such offer dispose of any ________
ordinary shares comprised therein and no accepted as aforesaid _______
such person or persons as they may think fit but only at the ________
price upon the same terms as to payment, if any, as were specified in such
offer.
TRANSFER OF SHARES
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9. The Directors may, in their absolute discretion and without assigning any
reason therefor, decline to register a transfer of any share whether or
not it is a fully paid share.
NUMBER OF DIRECTORS
10. Unless otherwise determined by Ordinary Resolution the number of Directors
(other than alternate Directors) shall not be less than one and shall not
be subject to any maximum. In the event of there being a sole Director the
Articles shall be construed accordingly.
POWERS OF DIRECTORS
11. The Directors may exercise the voting power conferred by the shares in any
other company held or owned by the Company in such manner as they think
fit, including the exercise thereof in favor of any resolution appointing
them or any of their number directors or officers of such other company or
voting or providing for the payment of remuneration to the directors or
officers of such other company.
PROCEEDINGS OF DIRECTORS
12. A Director may as a Director vote and be counted as one of a quorum upon a
motion in respect of any contract, matter or arrangement which he shall
make with the Company or in which he shall be in any way interested
provided that he shall first have disclosed the nature of his interest to
the Directors.
13. Any Director (including an alternate Director) or member of a committee of
the Directors, may participate i a meeting of the Directors, or such
committee, by means of a conference telephone or similar communicating
equipment whereby all persons participating in the meeting can hear each
other and participation in a meeting in this manner shall be deemed to
constitute presence in person at such meeting.
INDEMNITY
14. Subject to the provisions of the Act every Director or other officer of
the Company shall be entitled to be indemnified by the Company against all
costs, charges, losses, expenses and liabilities which he may sustain or
incur:
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(a) in defending any proceedings, whether civil or criminal, in which
decree is given in his favor or in which he is acquitted or which
are otherwise disposed of without any finding or admission of any
material breach of duty of his part, or
(b) in connection with any application under Section 144(3) or (4) or
Section 727 of the Act in which relief is granted to him by the
court from liability in respect of any act or omission done or
alleged to be done by him as an officer or employee of the Company.
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