Exhibit 3.47
TITLE I. FORM - OBJECT - NAME - REGISTERED OFFICE - DURATION
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Article 1: There is hereby formed a societe a responsabilte limitee which
will be governed by present laws, especially the laws of August 10th, 1915 on
commercial companies, of September 18th, 1933 on societes a responsabilte
limitee and their modifying laws and the present Articles of Incorporation.
At any moment, the member may join with one or more joint members and, in
the same way, the following members may adopt the appropriate measures to
restore the unipersonnel character of the company.
Article 2: The object of the company is, in Luxembourg or abroad, in
whatsoever form, any industrial, commercial, financial, personal or real estate
property transactions, which are directly or indirectly in connection with the
creation, management and financing, in whatsoever form, of any undertakings and
companies which object is any activities in whatsoever form, as well as the
management and development, permanently or temporarily, of the portfolio created
for this purpose, as far as the company shall be considered as a "Societe de
Participations Financieres", according to the applicable provisions.
The Company may carry out any investment and financial transactions as well
as grant any guarantees whatsoever to any company depending of the Group of
Companies of which it is a member. The Company may furthermore borrow and grant
any assistances, loans, advances or guarantees to companies in which it has a
direct or indirect interest, depending of said Group of Companies or not.
The Company may take participating interests by any means in any
businesses, undertakings or companies having the same, analogous or connected
object, or which may favour its development or the extension of its operations.
Article 3: The company is incorporated under the name of "DANKALUX
S.a.r.l.".
Article 4: The Company has its Head Office in the City of Luxembourg.
The Head Office may be transferred to any other place within the
Grand-Duchy of Luxembourg.
Article 5: The Company is constituted for an undetermined periode.
TITLE II. CAPITAL - SHARES
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Article 6: 6.1. The company's capital is set at nine hundred and
ninety-nine million two hundred and eighty-five thousand two hundred and six
point four US Dollars
(999,285,206.4.-USD) represented by nineteen million three hundred and sixty two
thousand two hundred and forty (19,362,240) shares divided into fourteen million
thirty six thousand two hundred and forty (14,036,240) common shares and into
five million three hundred and twenty six thousand (5,326,000) redeemable
cumulative preference shares having a nominal value of fifty-one point sixty-one
US Dollars (51.61.-USD) each, all entirely subscribed and fully paid up in cash
or in kind.
6.1 Rights attaching to Redeemable Cumulative Preference Shares
6.2.1 Income
The holders of Redeemable Cumulative Preference Shares shall be entitled to
be paid out of the profits available for distribution (the "Distributable
Profits") and resolved to be distributed in respect of each financial year or
other accounting period of the Company ("financial period"):
(a) a fixed cumulative preferential dividend ("Fixed Dividend")
in Pounds Sterling equivalent to 100,000 Luxembourg Francs (excluding the amount
of any associated tax credit available to shareholders) such dividend to be
payable annually on the fourteenth day after the ordinary general meeting of
shareholders (or in the event of any such date being a Saturday, Sunday or
public holiday in Luxembourg, on the next day which is not such a day) in each
year provided that the first such payment after the date of allotment of any
Redeemable Cumulative Preference Shares shall be calculated on a pro rata date
of allotment to the First Dividend Date. The Redeemable Cumulative Preference
Shares shall in respect of the Fixed Dividend rank in priority to dividends on
any other class of shares in the capital of the Company; and
(b) a non-cumulative preferential dividend in respect of each
financial period commencing after 31 December 1996 (the "Participating
Dividend") equal to any Excess Distributable Profits (as hereinafter defined) of
the Company for the relevant financial period. The Participating Dividend, if
any, shall be payable on the 14th day after the Annual General Meeting at which
the audited accounts of the Company for the relative financial period are
adopted provided that such adoption shall not be more than four months after the
end of that financial period. The Participating Dividend shall, if there are any
Excess Distributable Profits in respect of a financial period, be payable in
priority to any dividends in respect of that financial period on any other class
of shares in the Company.
The Excess Distributable Profits shall be the amount, if any, by which the
Distributable Profits exceed an amount equal to 30% (thirty per cent) of the
Company's net asset value at the end of a financial period and as shown in the
audited accounts of the Company for that financial period but, for the avoidance
of doubt before deducting the amount of any dividend paid or proposed to be paid
in respect of the financial period. The net asset value shall be calculated
using the Company's consolidated balance sheet or unconsolidated balance sheet,
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(c) Payment of the Fixed Dividend and, if any, the Participating
Dividend shall be made to holders on the register at any time and date selected
by the Directors.
6.2 Capital
On the winding up or other return of capital of the Company the surplus
assets shall be applied to the following purposes and in the following order of
priority:
(a) to the payment of any arrears or accruals of the Fixed (and
the Participating) Dividend calculated down to the date of the return of
capital;
(b) to the repayment of capital paid up or credited as paid up
on the Redeemable Cumulative Preference Shares (and on any further preference
shares ranking pari passu therewith as regards such return of capital),
(c) to the repayment of the capital paid up or credited as paid
up on the Ordinary Shares and any surplus assets shall be divided amongst the
holders of the Ordinary Shares in proportion to the number of Ordinary Shares
held by them respectively.
The Redeemable Cumulative Preference Shares shall not entitle the holders
thereof to any further or other right of participation in the assets of the
Company.
6.3 Redemption
(a) The Redeemable Cumulative Preference Shares shall be
redeemable in whole or in part at the option of the Company. The Company shall
give not less than 60 (sixty) days notice in writing to the holder that they
intend to redeem all or part of the Redeemable Cumulative Preference Shares. Any
such notice shall state the number of Redeemable Cumulative Preference Shares to
be redeemed, the place at which the certificates for such Redeemable Cumulative
Preference Shares are to be presented and the date of redemption. On the date
specified for redemption (the "Redemption Date") the Company shall redeem the
Redeemable Cumulative Preference Shares and each holder of Redeemable Cumulative
Preference Shares concerned shall be bound to deliver to the Company at such
place the certificates for such of the Redeemable Cumulative Preference Shares
as are held by him (or an indemnity in lieu thereof given by a person who is,
and in a form which is satisfactory to the Directors) in order that the same may
be cancelled. Upon such delivery the Company shall pay to such holder the amount
due to him in respect of such redemption.
(b) The Redeemable Cumulative Preference Shares shall be
redeemed at the amount paid up or credited as paid up on such shares.
(c) At the Redemption Date Fixed Dividends and Participating
Dividends shall cease to accrue and the right to a Participating Dividend shall
cease except as regards any Participating Dividend (which was due for payment
prior to the Redemption Date) on the Redeemable Cumulative Preference Shares
then to be redeemed
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except in respect of any such share on which, upon due presentation of the
certificates therefor, the payment due at such redemption shall be improperly
refused by the Company in which case Fixed Dividends (and the right to a
Participating Dividend shall be deemed to have continued) and the Fixed Dividend
shall continue to accrue from the Redemption Date until the date of payment.
(d) The receipt of the registered holder for the time being of
any Redeemable Cumulative Preference Shares or in the case of joint holders the
receipt of any of them for the moneys payable on redemption thereof shall
constitute an absolute discharge to the Company in respect thereof.
6.4 Other rights
The Redeemable Cumulative Preference Shares shall not confer on the holders
thereof any further rights to participate in the profits or assets of the
Company or to vote.
6.5 Restriction on creation of share capital
No further share capital ranking in priority to the Redeemable Cumulative
Preference Shares shall be created without the consent of a Special Resolution
passed by the holders of Redeemable Cumulative Preference Shares passed at a
separate class meeting or by the consent in writing of all the holders of
Redeemable Cumulative Preference Shares.
6.6 Separate Class Rights
If the Company shall have issued and there shall be outstanding any further
preference shares ranking pari passu, but not identically in all respects with
the Redeemable Cumulative Preference Shares then such further preference shares
shall be deemed to constitute a separate class of shares for the purposes of the
Articles of the Company.
Article 7: Any transfer among living persons of shares held by the sole
member as well as their transfer by way of inheritance or in case of liquidation
of joint estate of husband and wife, is free.
In case of more members, the shares are freely transferable among members.
In the same case they are transferable to non-members only with the prior
approval of the members representing at least three quarters of the capital. In
the same case the shares shall be transferable because of death to non-members
only with the prior approval of the owners of shares representing at least three
quarters of the rights owned by the survivors.
In case of a transfer in accordance with the provisions of Article 189 of
the law dated 10 August 1915 on commercial companies, the value of a share is
based on the last three balance sheets of the Company.
TITLE III. MANAGEMENT
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Article 8: The Company is managed by one or more managers, appointed and
revoked by the sole member or, as the case may be, the members or, as the case
may be, the members.
The manager or managers are appointed for an unlimited duration and they
are vested with the broadest powers with regard to third parties.
Special and limited powers may be delegated for determined affairs to one
or more agents, either members or not.
TITLE IV. DECISIONS OF THE SOLE MEMBER; COLLECTIVE DECISIONS OF THE
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MEMBERS
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Article 9: The sole member exorcises the powers devolved to the meeting of
members by the dispositions of section XII of the law of August 10th, 1915 on
societes a responsabilte limitee.
As a consequence thereof all decisions which exceed the powers of the
managers are taken by the sole member.
In case of more members the decisions which exceed the powers of the
managers shall be taken by the meeting.
TITLE V. FINANCIAL YEAR - BALANCE SHEET - DISTRIBUTIONS
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Article 10: The Company's financial year runs from the first of April of
each year to the thirty-first of March of the following year.
Article 11: The Management is entitled to pay interim dividends under the
following conditions:
(a) Financial statements must be drawn up by the Management
which show that there are sufficient funds available for the distribution;
(b) The amount to be distributed cannot exceed the amount of
profits made since the end of the previous fiscal year the accounts of which
have been approved, plus the forwarded profits, as well as payments from free
reserves, less the losses put forward and the amounts mandatory put to the legal
reserve or to reserves provided for in the articles of association;
(c) The decision of the Board of Directors Meeting to distribute
interim dividends may only be taken within the 2 months following the drawing of
the financial statements, as described in (a).
The distribution cannot be decided less than six months after the closing
of the previous fiscal year and not before the approval of the annual accounts
related to that period.
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When a first dividend has been paid, the decision to distribute a new one
may only be taken three months at least after the decision has been taken to
distribute the first one;
(d) An auditor certifies in a special report to the Management
that all the above mentioned conditions have been duly fulfilled.
Article 12: Each year, as of the thirty-first of March, there will be drawn
up a record of the assets and liabilities of the Company, as well as a profit
and loss account.
The credit balance of this account, after deduction of the expenses, costs,
charges, amortizations and provisions, represents the net profit. From this net
reserve. This profit five percent will be transferred to the statutory deduction
ceases to be compulsory when the statutory reserve amounts to one tenth of the
issued capital.
The excess is attributed to the sole member or distributed among the
members. However, the sole member or, as the case may be, the meeting of members
may decide, at the majority vote determined by the relevant laws, that the
profit, after deduction of the reserve, be either carried forward or transferred
to an extraordinary reserve.
TITLE VI. DISSOLUTION
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Article 13: The Company is not dissolved by the death, the bankruptcy, the
interdiction or the financial failure of a member.
In the event of dissolution of the Company, the liquidation will be carried
out by the manager or managers in office or failing them by one or more
liquidators appointed by the sole member or by the general meeting of members.
The liquidator or liquidators will be vested with the broadest powers for the
realization of the assets and the payment of debts.
The assets after deduction of the liabilities will be attributed to the
sole member or, as the case may be, distributed to the members proportionally to
the shares they hold.
TITLE VII. GENERAL PROVISIONS
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Article 14: For all matters not provided for in the present Articles of
Incorporation, the members refer to the existing laws.
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