EXHIBIT 4.1
Company number
152298
THE COMPANIES ACTS 1908 TO 1917
AND
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
UNITED BUSINESS MEDIA plc
1. (1)The name of the Company is "United Business Media plc".
2. The Company is to be a public company.
3. The registered office of the Company will be situate in England.
4. (2)The objects for which the Company is established are:
(1) To be the holding company of companies carrying on or engaged in,
or about to carry on or engage in, or formed for the purpose of
carrying on or engaging in, any businesses or transactions
whether or not being businesses or transactions which the Company
is authorised to carry on or engage in, and for that purpose to
acquire (whether by purchase, subscription or otherwise), hold,
deal in and dispose of shares, stocks, debentures and other
securities of any such companies and to promote, organise,
incorporate, float, re-organise, finance and to aid and assist
financially or otherwise any such companies.
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1 The Company was incorporated under the name "United Newspapers (1918)
Limited", changed its name to "United Newspapers Limited" on 10th April,
1989 and to "United News & Media plc" on 1st June, 1995 and adopted its
present name on 15th December, 2000.
2 By special resolution passed on 17th May, 1988 paragraphs (1) to (37)
inclusive and the declaration in this clause were substituted for the
then existing paragraphs (1) to (43) inclusive and the declaration.
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(2) To co-ordinate and manage the group (hereinafter called the
"Group") consisting of the Company, its subsidiary companies, any
holding company of the Company, any subsidiary of any such
holding company, and any other company in which the Company is
for the time being directly or indirectly interested, and to
exercise all the rights and powers (if any) of the Company over
or in relation to any such companies; and in this clause any
reference to the Company's advantage or to the Company's
interests shall be construed as a reference to the advantage or
to the interests, as the case may be, of any of (i) the Group as
a whole, and (ii) one or more of the companies for the time being
comprising the Group.
(3) To make or do or assist in making or doing such arrangements and
things as may be considered desirable with a view to causing any
of the businesses of any of the companies for the time being
comprising the Group to be carried on economically and profitably
and to promote the success or best interests of any such
companies, by mutual assistance and by co-operation with one
another or by any other means.
(4) To employ the funds of the Company in the development and
expansion of all or any of the businesses of any of the companies
for the time being comprising the Group and of any other company,
whether now existing or hereafter to be formed, engaged in any
business like to, or ancillary to, or which can conveniently be
carried on in connection with any of those of any of the
companies for the time being comprising the Group.
(5) To act as managers, secretaries, directors, registrars or
transfer or other agents of or for any company, whether or not
for the time being comprised in the Group and to take part in the
formation, management, supervision or control of the business or
operations of any such company, and to provide transport,
managerial, executive, supervisory, consultant, advisory,
technical, secretarial, administrative, accounting and other
supplies, staff or services (including the provision of office,
factory, plant or other accommodation), to engage, employ and
remunerate staff, to institute, manage and operate
superannuation, insurance and other schemes and generally to
perform any services or undertake any duties to or on behalf of
or in other manner to assist any such company and either without
remuneration or on such terms as to remuneration as may be
agreed.
(6) To carry on in all their facets the trades or businesses of
proprietors of newspapers, magazines and other periodicals,
publishers, printers, photographers, journalists, book binders,
book and print sellers, literary agents and newsagents,
advertising agents, ink manufacturers, stationers, papermakers
and paper merchants.
(7) To carry on in all their facets the trades or businesses of
collectors, disseminators and distributors by whatsoever means of
news, knowledge, information and entertainment by all and every
means including radio, television, satellite, cable, facsimile
and telecommunication transmission systems and by all processes,
inventions and apparatus for recording or reproducing printed or
legible material, speech and other sounds or light, and of
literary, scientific and political propagandists, lecturers,
caterers for public instruction, education, pastime,
entertainment and amusement of every description, and of
proprietors and managers of libraries, clubs, halls, lecture,
concert and other rooms, theatres, cinemas and places of meeting,
discussion, amusement or entertainment.
(8) To carry on the business of the provision of computer and
information systems offering computerised accounting, financial
systems and information services and of
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directors, designers, manufacturers and dealers in connection
with the provision, installation and maintenance thereof and as
advisers in connection therewith.
(9) To apply for, obtain and hold, and to negotiate with or enter
into any contracts, or other arrangements with any government,
authority, power or company for the grant or transfer to or
acquisition by the Company or any other company in which the
Company may be or become interested, or may form or register, of,
any leases, licences, options, pre-emptions, permits, concessions
or other rights or authorisations for or relating to the
exploration, exploitation, development, acquisition, or working
of any lands, whether within the United Kingdom or its
territorial waters or its continental shelf or within the
Continent of Europe or its territorial waters or its continental
shelf or elsewhere in the world, and whether on land, or under
inland water or sea, for the purpose of the production and
exploitation of petroleum, any other mineral oils, natural gas,
asphalt, ozokerite and solid, liquid and gaseous hydrocarbons of
every description and their products and chemical of every
description and metals, coal, oils, fuels, ores and mineral and
vegetable substances and materials of every description.
(10) Generally to acquire, develop, work, dispose of and deal in the
resources of any lands, territories, estates or properties in any
part of the world and in particular to drill for, search for,
win, get, mine for, obtain, produce, exploit, develop, store,
manufacture, render suitable for market or trade, smelt, calcine,
refine, handle, carry away and sell petroleum and other mineral
oils, natural gas, asphalt, ozokerite and solid, liquid and
gaseous hydrocarbons of every description and their products and
chemicals of every description and metals, coal, oils, fuels,
ores and mineral and vegetable substances and materials of every
description.
(11) With a view to the objects referred to in paragraphs (9) and (10)
of this clause, to finance, organise, employ, equip and despatch
expeditions, commissions, engineering, mining, geological and
other experts and agents, and to prepare or cause to be prepared
or assist in or subscribe towards the preparation of any plans,
examinations, surveys, reports and specifications of any kind and
nature whatsoever.
(12) To carry on the business of farming in all its facets and to
acquire, produce by cultivation, manufacture, treat, deal in or
otherwise turn to account any mineral, vegetable or animal
products.
(13) To carry on all or any of the businesses of importers and
exporters including the provision of agency services to others in
connection with the import or export of goods and merchandise of
every description.
(14) To establish competitions in respect of contributions or
information suitable for insertion in any publications of the
Company or any member of the Group or otherwise, or for any of
the purposes of the Company or such member, and to offer and
grant prizes, rewards and premiums of such character and on such
terms as may seem expedient.
(15) To carry on any other business of any nature whatsoever which may
seem to the directors to be capable of being advantageously
carried on by way of extension of, in connection with, or as
ancillary to any of the businesses of the Company, or to be
calculated directly or indirectly to enhance the value of or
facilitate the realisation of or render profitable or more
profitable any of the property or rights of the Company, or to be
likely to be to the Company's advantage.
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(16) To purchase, take on lease or in exchange, hire or otherwise
acquire and hold, any real or personal property or any interest
in any such property, and to improve, manage, develop, grant
rights or privileges in respect of or otherwise turn the same to
the Company's advantage.
(17) To build, construct, equip, maintain, alter, enlarge, pull down,
remove or replace any buildings, works, plant and machinery and
all other works and conveniences which may seem to the directors
necessary or convenient for the business of the Company or likely
to be to the Company's advantage and to work, manage and control
the same or to join with any person or company in doing any of
the above.
(18) To apply for, purchase or otherwise acquire and protect, prolong
and renew any patents, licences and the like, conferring any
exclusive or non-exclusive or limited right of user or any secret
or other information as to any invention which in the opinion of
the directors may be likely to be to the Company's advantage and
to use, develop, manufacture under or grant licences in respect
of, or otherwise turn to account and expend money in
experimenting upon and testing and in improving or seeking to
improve any rights and information so acquired or proposed to be
acquired.
(19) In any manner to invest and deal with the monies of the Company
not immediately required.
(20) To lend and advance money or give credit to such persons or
companies and on such terms as may seem to the directors to be
expedient, and in particular to customers and others having
dealings with the Company and to receive money on deposit or loan
from and give guarantees or become surety for any persons or
companies.
(21) To borrow or raise money in such manner and upon such terms and
on such security as may seem to the directors to be expedient and
in particular by the issue or deposit of debentures or debenture
stock and to secure the repayment of any money borrowed, raised
or owing by mortgage, charge or lien upon the whole or any part
of the undertaking, property and assets of the Company, both
present and future, including its uncalled capital, and also by a
similar mortgage, charge or lien to secure and guarantee the
performance by the Company or any other person or company of any
contracts, engagements, liabilities or obligations undertaken by
the Company or any other person or company as the case may be and
generally to give guarantees and indemnities and give security
therefor either with or without the Company receiving any
consideration or advantage therefrom.
(22) To draw, make, accept, indorse, negotiate, execute and issue
scrip and other negotiable or transferable instruments and to
discount, buy, sell and deal in bills, notes, warrants, coupons
and other negotiable or transferable securities or documents.
(23) To pay for any rights or property acquired by the Company, and to
remunerate any person or company rendering services to the
Company in any manner and to pay all or any of the preliminary
expenses of the Company and of any company formed or promoted by
the Company, in every case whether by cash payment or by the
allotment of shares, debentures or other securities of the
Company credited as paid up in full or in part or otherwise.
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(24) To subscribe or guarantee money for any national, charitable,
benevolent, educational or social object, or for any exhibition
or for any public, general or useful object which the directors
may think desirable or to the Company's advantage.
(25) To establish and support, or to aid in the establishment and
support of, any society, club, institution, organisation or
scheme which in the opinion of the directors may further the
Company's interests or may benefit any persons who are or have
been officers or employees (i) of the Company, (ii) of any
company which is the Company's holding company or a subsidiary of
the Company or of any such holding company, or (iii) of any other
company, or wives, husbands, widows, widowers, children or
step-children under the age of 18 years and other relatives and
dependants of such persons, or may be connected with any town or
place where any company within the Group carries on business and
to establish and support profit sharing or share purchase schemes
for the benefit of any such persons and so far as the law allows
to lend money to any such persons or to trustees on their behalf
to enable any such purchase schemes to be established or
maintained.
(26) To grant bonuses, gratuities, pensions, superannuation or other
allowances or benefits or charitable aid to any persons who are
or have been officers or employees (i) of the Company, (ii) of
any company which is the Company's holding company or a
subsidiary of the Company or of any such holding company, or
(iii) of any other company, and to the wives, husbands, widows,
widowers, children or step-children under the age of 18 years and
other relatives and dependants of such persons, and to make
payments towards insurance and to establish and support
superannuation and other funds or schemes for the benefit of any
such persons and of their wives, husbands, widows, widowers,
children or step-children under the age of 18 years and other
relatives and dependants.
(27) To compensate for loss of office any directors or any officers of
the Company and to make payments to any persons whose office,
employment or duties may be terminated by virtue of a transaction
in which the Company is engaged.
(28) To apply for, promote or obtain any provisional order, Act of
Parliament or licences of the Department of Trade or other
authority or body for enabling the Company to carry any of its
objects into effect or to advance its interests or for effecting
a modification of the Company's constitution or for any other
purpose which may seem to the directors to be expedient, and to
oppose any proceedings or applications which seem calculated,
directly or indirectly, to prejudice the Company's interests.
(29) To enter into any arrangement with any government or other public
body or authority, supreme, municipal, local or otherwise, or any
company or person and to obtain from any such government, public
body, authority, company or person all charters, contracts,
decrees, rights, concessions and privileges which may seem to the
directors to be conducive to the Company's purposes or any of
them or likely to be to the Company's advantage and to carry out,
exercise and comply with any such charters, contracts, decrees,
rights, concessions and privileges.
(30) To purchase or otherwise acquire and undertake all or any part of
the business, property, assets, liabilities and transactions of
any person or company carrying on or engaged in or about to carry
on or engage in any business which the Company is authorised to
carry on or engage in or which may seem likely to be to the
Company's advantage.
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(31) To amalgamate or enter into partnership, or into any arrangement
for sharing profits, union of interest, co-operation,
participation, joint adventure or reciprocal concession, with any
person or company carrying on or engaged in, or about to carry on
or engage in, any business or transaction which the Company is
authorised to carry on or engage in, or which may seem likely to
be to the Company's advantage.
(32) To promote, finance or assist any other company for the purpose
of acquiring all or any part of the property, rights and
liabilities of the Company or for any other purpose which may
seem to the directors to be likely to be to the Company's
advantage.
(33) To subscribe for, take, purchase or otherwise acquire and hold
shares or other interest in or securities of any company carrying
on any business capable of being conducted so as directly or
indirectly to benefit this company.
(34) To sell or otherwise dispose of the undertaking, assets or
services of the Company or any part thereof for such
consideration as the directors may think fit, and in particular
for shares (whether fully or partly paid), stock, debentures or
other securities of any other company and to hold and retain, or
sell, mortgage and deal with any such shares, stock, debentures
or other securities so received.
(35) To distribute among the members of the Company in specie or in
kind any property of the Company, and in particular any shares,
stock, debentures or securities of other companies belonging to
the Company or of which the Company may have the power of
disposing.
(36) To do in any part of the world all or any of the things mentioned
in this clause and either as principals, agents, trustees,
contractors or otherwise, and either alone or in conjunction with
others and either by or through agents, trustees, sub-contractors
or otherwise.
(37) To do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of them
or usually carried on in connection therewith.
AND it is hereby declared that:
(a) the objects set forth in each of the paragraphs of this clause
shall not be restrictively construed, but the widest
interpretation shall be given thereto, and they shall not, except
where the context expressly so requires, be in any way limited to
or restricted by reference to or inference from any other object
or objects set forth in this clause or from the terms of any
other paragraph of this clause or by the order in which such
paragraphs appear or by the name of the Company, but the Company
shall have full power to exercise all or any of the powers and to
achieve or to endeavour to achieve all or any of the objects
conferred by and provided in any one or more of such paragraphs;
and
(b) the word "company" in this clause, except where used in reference
to this Company, shall be deemed to include any partnership or
other body of persons, whether corporate or unincorporate, and
whether domiciled in the United Kingdom or elsewhere and (but
without limitation) any company which is a subsidiary or holding
company of the Company or a subsidiary of any such holding
company or in which the Company is for the time being directly or
indirectly interested.
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5. The liability of the members is limited.
6. (3)The capital of the Company is(pound)2,000,000 divided into 2,000,000
shares of(pound)1 each. Any of the said shares for the time being
unissued and any new shares from time to time to be created may from
time to time be issued as of different classes and/or with any
preferential, special, qualified or deferred rights, privileges or
conditions attached thereto. Any such rights, privileges or conditions
shall be abrogated, abridged, altered, interfered with, affected or
otherwise dealt with only in accordance with the provisions of the
Articles of Association of the Company for the time being and not
otherwise.
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3 By virtue of various resolutions the authorised share capital was
reorganised and increased and by special resolution passed on 1st March,
1996 the authorised share capital was increased to (pound)165,000,000
divided into 660,000,000 ordinary shares of 25p each and by virtue of a
special resolution passed on 6th April, 2001 was reorganised to comprise
486,851,630 ordinary shares of 25 p each, 507,901,885 B Shares of
823/44p each and 5 undesignated shares of 25/44p each.
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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 to our respective names.
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NAMES, ADDRESSES AND DESCRIPTIONS OF Number of Shares
SUBSCRIBERS taken by each
Subscriber
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Henry Dalziel, Bart., M.P., One
1, Portland Place,
London, W.1.
Howard Spicer, K.B.E., One
Long Cross House,
Long Cross,
Surrey.
Charles Sykes, K.B.E., One
Broomfield,
Fixby,
Huddersfield.
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DATED the 18th day of December, 1918
WITNESS to the above signatures:
Right Hon. Sir Henry Dalziel, Sir Howard Spicer and Sir Charles Sykes
A. Rhys Roberts,
63 Queen Victoria Street,
London, E.C.4.
Solicitor.
Certificate of Incorporation on Change of Name
Company No. 152298
The Registrar of Companies for England and Wales hereby certifies that
United News & Media PLC
having by special resolution changed its name,
is now incorporated under the name of:
United Business Media plc
Given at Companies House, London the 15th December, 2000
MR N RICHARDS
For the Registrar of Companies
Certificate of Incorporation on Change of Name
Company No. 152298
The Registrar of Companies for England and Wales hereby certifies that
United Newspapers Public Limited Company
having by special resolution changed its name,
is now incorporated under the name of:
United News & Media plc
Given at Companies House, London the 1st June, 1995
Mrs. L. Mills
For the Registrar of Companies
Certificate of Incorporation on Re-registration as a Public Company
Company No. 152298
I hereby certify that:
United Newspapers Public Limited Company
has this day been re-registered under the Companies
Acts 1948 to 1980 as a public company, and that
the company is limited.
Dated at Cardiff the 25th November, 1981
Registrar of Companies
No. 152298
Certificate of Change of Name
I hereby certify that:
United Newspapers (1918) Limited
having, with the sanction of a Special Resolution of the said
Company, and with the approval of the BOARD OF TRADE,
changed its name, is now called
United Newspapers Limited
and I have entered such new name on the Register accordingly.
Given under my hand at London, this tenth day of April
One Thousand Nine Hundred and Twenty-Nine.
Registrar of Joint Stock Companies
No. 152298
Certificate of Incorporation
I hereby certify that:
United Newspapers (1918) Limited
is this day incorporated under the
Companies Act 1908 to 1917, and that
the Company is Limited.
Given under my hand at London, this eighteenth day of December
One Thousand Nine Hundred and Eighteen.
Registrar of Joint Stock Companies
THE COMPANIES ACTS 1908 TO 1917
AND
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM
AND
NEW
ARTICLES OF ASSOCIATION
OF
UNITED BUSINESS MEDIA plc
(INCORPORATING ALL AMENDMENTS TO 23rd APRIL, 2001)
INCORPORATED ON 18TH DECEMBER, 1918
NO. 152298
ALLEN & OVERY
LONDON