EXHIBIT 3.1
[OBJECT OMITTED]
BERMUDA
FORM NO. 2
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) AND (2)
MEMORANDUM OF ASSOCIATION
OF
NTL (BERMUDA) LIMITED
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount
(if any) for the time being unpaid on the shares respectively held by
them.
2. We, the undersigned, namely,
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED
Hugh Gillespie
Cedar House, 41 Cedar Avenue
Hamilton, HM 12, Bermuda No Canadian 1
Ruby L. Rawlins
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Rachael M. Lathan
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Maria Pacheco
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
do hereby respectively agree to take such number of shares of the
Company as may be allotted to us respectively by the provisional
directors of the Company, not exceeding the number of shares for
which we have respectively subscribed, and to satisfy such calls as
may be made by the directors, provisional directors or promoters of
the Company in respect of the shares allotted to us respectively.
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situate in Bermuda not exceeding in
all, including the following parcels-
Not Applicable
5. The authorised share capital of the Company is (pound)8,000.00
divided into 8,000 shares of U.K. one pence each. The minimum
subscribed share capital of the Company is (pound)8,000.00 in
United Kingdom currency.
6. The objects for which the Company is formed and incorporated are -
As set forth in paragraphs (b) to (n) and (p) to (u) inclusive of
the Second Schedule to The Companies Act, 1981.
7. The Company has the powers set out in the Schedule annexed hereto.
Signed by each subscriber in the presence of at least one witness attesting
the signature thereof -
(Subscribers)
(Witnesses)---------------------------------
SUBSCRIBED this 2nd day of February 1998
STAMP DUTY (To be affixed)
Not Applicable
THE COMPANIES ACT
SECOND SCHEDULE (section 11(2))
Subject to Section 4A, a company may by reference include in its memorandum
any of the following objects, that is to say the business of -
(a) insurance and re-insurance of all kinds;
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil
fuels and precious stones of all kinds and their preparation for sale
or use;
(f) exploring for, the drilling for, the moving, transporting and
refining petroleum and hydro carbon products including oil and oil
products;
(g) scientific research including the improvement, discovery and
development of processes, inventions, patents and designs and the
construction, maintenance and operation of laboratories and
research centres;
(h) land, sea and air undertakings including the land, ship and air
carriage of passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(j) acquiring, owning, selling, chartering, repairing or dealing in ships
and aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) developing, operating, advising or acting as technical consultants to
any other enterprise or business;
(p) farmers, livestock breeders and keepers, graziers, butchers, tanners
and processors of and dealers in all kinds of live and dead stock, wool,
hides, tallow, grain, vegetables and other produce; (q) acquiring by
purchase or otherwise and holding as an investment inventions, patents,
trade marks, trade names, trade secrets, designs and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of any sort;
and
(s) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise and hold, sell, dispose of and
deal in real property situated outside Bermuda and in personal
property of all kinds wheresoever situated; and
(u) to enter into any guarantee, contract of indemnity or suretyship
and to assure, support or secure with or without consideration or
benefit the performance of any obligations of any person or
persons and to guarantee the fidelity of individuals filling or
about to fill situations of trust or confidence.
The Schedule
(referred to in Clause 7 of the Memorandum of Association)
(a) to borrow and raise money in any currency or currencies and to
secure or discharge any debt or obligation in any manner and in
particular (without prejudice to the generality of the foregoing)
by mortgages of or charges upon all or any part of the
undertaking, property and assets (present and future) and uncalled
capital of the company or by the creation and issue of securities;
(b) to enter into any guarantee, contract of indemnity or suretyship and
in particular (without prejudice to the generality of the foregoing)
to guarantee, support or secure, with or without consideration,
whether by personal obligation 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 or in any
other manner, the performance of any obligations or commitments of,
and the repayment or payment of the principal amounts of and any
premiums, interest, dividends and other moneys payable on or in
respect of any securities or liabilities of, any person, including
(without prejudice to the generality of the foregoing) any company
which is for the time being a subsidiary or a holding company of the
company or another subsidiary of a holding company of the company or
otherwise associated with the company;
(c) to accept, draw, make, create, issue, execute, discount, endorse,
negotiate and deal in bills of exchange, promissory notes, and
other instruments and securities, whether negotiable or otherwise;
(d) to sell, exchange, mortgage, charge, let on rent, share of profit,
royalty or otherwise, grant licences, easements, options,
servitudes and other rights over, and in any other manner deal
with or dispose of, all or any part of the undertaking, property
and assets (present and future) of the company for any
consideration and in particular (without prejudice to the
generality of the foregoing) for any securities;
(e) to issue and allot securities of the company for cash or in
payment or part payment for any real or personal property
purchased or otherwise acquired by the company or any services
rendered to the company or as security for any obligation or
amount (even if less than the nominal amount of such securities)
or for any other purpose;
(f) to grant pensions, annuities, or other allowances, including allowances
on death, to any directors, officers or employees or former directors,
officers or employees of the company or any company which at any time
is or was a subsidiary or a holding company or another subsidiary of a
holding company of the company or otherwise associated with the
company or of any predecessor in business of any of them, and to the
relations, connections or dependants of any such persons, and to other
persons whose service or services have directly or indirectly been of
benefit to the company or whom the company considers have any moral
claim on the company or to their relations connections or dependants,
and to establish or support any associations, institutions, clubs,
schools, building and housing schemes, funds and trusts, and to make
payment towards insurance or other arrangements likely to benefit any
such persons or otherwise advance the interests of the company or of
its members or for any national, charitable, benevolent, educational,
social, public, general or useful object;
(g) subject to the provisions of Section 42 of the Companies Act 1981,
to issue preference shares which at the option of the holders
thereof are to be liable to be redeemed;
(h) to purchase its own shares in accordance with the provisions of Section
42A of the Companies Act 1981.
THE COMPANIES ACT 1981
FIRST SCHEDULE (section 11(1))
A company limited by shares, or other company having a share
capital, may exercise all or any of the following powers subject to any
provision of law or its memorandum -
1. (Deleted) 404
2. to acquire or undertake the whole or any part of the business, property
and liabilities of any person carrying on any business that the company
is authorised to carry on;
3. to apply for, register, purchase, lease, acquire, hold, use,
control, licence, sell, assign or dispose of patents, patent
rights, copyrights, trade marks, formulae, licences, inventions,
processes, distinctive marks and similar rights;
4. to enter into partnership or into any arrangement for sharing of
profits, union of interests, co-operation, joint venture,
reciprocal concession or otherwise with any person carrying on
or engaged in or about to carry on or engage in any business or
transaction that the company is authorised to carry on or engage
in or any business or transaction capable of being conducted so
as to benefit the company;
5. to take or otherwise acquire and hold securities in any other
body corporate having objects altogether or in part similar to
those of the company or carrying on any business capable of
being conducted so as to benefit the company;
6. subject to section 96 to lend money to any employee or to any
person having dealings with the company or with whom the company
proposes to have dealings or to any other body corporate any of
whose shares are held by the company;
7. to apply for, secure or acquire by grant, legislative enactment,
assignment, transfer, purchase or otherwise and to exercise,
carry out and enjoy any charter, licence, power, authority,
franchise, concession, right or privilege, that any government
or authority or any body corporate or other public body may be
empowered to grant, and to pay for, aid in and contribute toward
carrying it into effect and to assume any liabilities or
obligations incidental thereto;
8. to establish and support or aid in the establishment and support
of associations, institutions, funds or trusts for the benefit
of employees or former employees of the company or its
predecessors, or the dependants or connections of such employees
or former employees, and grant pensions and allowances, and make
payments towards insurance or for any object similar to those
set forth in this paragraph, and to subscribe or guarantee money
for charitable, benevolent, educational or religious objects or
for any exhibition or for any public, general or useful objects;
9. to promote any company for the purpose of acquiring or taking
over any of the property and liabilities of the company or for
any other purpose that may benefit the company;
10. to purchase, lease, take in exchange, hire or otherwise acquire
any personal property and any rights or privileges that the
company considers necessary or convenient for the purposes of
its business;
11. to construct, maintain, alter, renovate and demolish any
buildings or works necessary or convenient for its objects;
12. to take land in Bermuda by way of lease or letting agreement for
a term not exceeding fifty years, being land bona fide required
for the purposes of the business of the company and with the
consent of the Minister granted in his discretion to take land
in Bermuda by way of lease or letting agreement for a term not
exceeding twenty-one years in order to provide accommodation or
recreational facilities for its officers and employees and when
no longer necessary for any of the above purposes to terminate
or transfer the lease or letting agreement;
13. except to the extent, if any, as may be otherwise expressly
provided in its incorporating Act or memorandum and subject to
this Act every company shall have power to invest the moneys of
the Company by way of mortgage of real or personal property of
every description in Bermuda or elsewhere and to sell, exchange,
vary, or dispose of such mortgage as the company shall from time
to time determine;
14. to construct, improve, maintain, work, manage, carry out or
control any roads, ways, tramways, branches or sidings, bridges,
reservoirs, watercourses, wharves, factories, warehouses,
electric works, shops, stores and other works and conveniences
that may advance the interests of the company and contribute to,
subsidise or otherwise assist or take part in the construction,
improvement, maintenance, working, management, carrying out or
control thereof;
15. to raise and assist in raising money for, and aid by way of
bonus, loan, promise, endorsement, guarantee or otherwise, any
person and guarantee the performance or fulfilment of any
contracts or obligations of any person, and in particular
guarantee the payment of the principal of and interest on the
debt obligations of any such person;
16. to borrow or raise or secure the payment of money in such manner as the
company may think fit; 17. to draw, make, accept, endorse, discount,
execute and issue bills of exchange, promissory notes, bills of
lading, warrants and other negotiable or transferable instruments;
18. when properly authorised to do so, to sell, lease, exchange or
otherwise dispose of the undertaking of the company or any part
thereof as an entirety or substantially as an entirety for such
consideration as the company thinks fit;
19. to sell, improve, manage, develop, exchange, lease, dispose of,
turn to account or otherwise deal with the property of the
company in the ordinary course of its business;
20. to adopt such means of making known the products of the company
as may seem expedient, and in particular by advertising, by
purchase and exhibition of works of art or interest, by
publication of books and periodicals and by granting prizes and
rewards and making donations;
21. to cause the company to be registered and recognised in any
foreign jurisdiction, and designate persons therein according to
the laws of that foreign jurisdiction or to represent the
company and to accept service for and on behalf of the company
of any process or suit;
22. to allot and issue fully-paid shares of the company in payment
or part payment of any property purchased or otherwise acquired
by the company or for any past services performed for the
company;
23. to distribute among the members of the company in cash, kind,
specie or otherwise as may be resolved, by way of dividend,
bonus or in any other manner considered advisable, any property
of the company, but not so as to decrease the capital of the
company unless the distribution is made for the purpose of
enabling the company to be dissolved or the distribution, apart
from this paragraph, would be otherwise lawful;
24. to establish agencies and branches;
25. to take or hold mortgages, hypothecs, liens and charges to
secure payment of the purchase price, or of any unpaid balance
of the purchase price, of any part of the property of the
company of whatsoever kind sold by the company, or for any money
due to the company from purchasers and others and to sell or
otherwise dispose of any such mortgage, hypothec, lien or
charge;
26. to pay all costs and expenses of or incidental to the incorporation and
organization of the company; 27. to invest and deal with the moneys of
the company not immediately required for the objects of the company
in such manner as may be determined;
28. to do any of the things authorised by this Schedule and all things
authorised by its memorandum as principals, agents, contractors,
trustees or otherwise, and either alone or in conjunction with others;
29. to do all such other things as are incidental or conducive to
the attainment of the objects and the exercise of the powers of
the company.
Every company may exercise its powers beyond the boundaries of
Bermuda to the extent to which the laws in force where the powers are
sought to be exercised permit.