THE COMPANIES ACT 1985 (AS AMENDED)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
HOLMES FINANCING (NO. 7) PLC
1. The name of the Company is "Holmes Financing (No. 7) PLC".
2. The company is a public company.
3. The registered office of the Company will be situated in England.
4. The objects for which the Company is established are:-
4.1. To carry on business as a general commercial company and to carry on any
trade or business whatsoever.
4.2. To carry on any business, undertaking, transaction or operation commonly
carried on or undertaken by manufacturers, merchants and dealers (both
wholesale and retail) in all or any articles of commercial and personal
use and consumption, importers, exporters, shipowners, bankers, factors,
capitalists, promoters, financiers, real property dealers and investors,
concessionaires, brokers, contractors, mercantile and general agents,
advertising agents, publishers, carriers and transporters of all kinds
and to carry on all or any of the said businesses either together as one
business or as separate distinct businesses in any part of the world.
4.3. To acquire and assume for any estate or interest and to take options
over, construct, develop or exploit any property, real or personal, and
rights of any kind and the whole or any part of the undertaking, assets
and liabilities of any person and to act and carry on business as a
holding company.
4.4. To manufacture, process, import, export, deal in and store any goods and
other things and to carry on the business of manufacturers, processers,
importers and storers of and dealers in any goods and other things.
4.5. To acquire and exploit lands, mines and mineral rights and to acquire,
explore for and exploit any natural resources and to carry on any
business involving the ownership or possession of land or other immovable
property or buildings or structures thereon and to construct, erect,
install, enlarge, alter and maintain buildings, plant and machinery and
to carry on business as builders, contractors and engineers.
4.6. To provide services of all descriptions and to carry on business as
advisers, consultants, brokers and agents of any kind.
4.7. To advertise, market and sell the products of the Company and of any
other person and to carry on the business of advertisers or advertising
agents or of a marketing and selling organisation or of a supplier,
wholesaler, retailer, merchant or dealer of any kind.
4.8. To provide technical, cultural, artistic, educational, entertainment or
business material, facilities or services and to carry on any business
involving any such provision.
4.9. To lend money, and grant or provide credit and financial accommodation,
to any person and to deposit money with any person and to carry on the
business of a banking, finance or insurance company.
4.10. To invest money of the Company in any investments and to hold, sell or
otherwise deal with such investments, and to carry on the business of a
property or investment company.
4.11. To acquire and carry on any business carried on by a subsidiary or a
holding company of the Company or another subsidiary of a holding company
of the Company.
4.12. To enter into any arrangements with any government or authority or person
and to obtain from any such government or authority or person any
legislation, orders, rights, privileges, franchises and concessions and
to carry out exercise and comply with the same.
4.13. To borrow and raise money and accept money on deposit 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.
4.14. 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.
4.15. To amalgamate or enter into partnership or any profit-sharing arrangement
with, and co-operate or participate in any way with or to take over or
assume any obligation of, or to assist or subsidise any person.
4.16. 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.
4.17. To apply for and take out, purchase or otherwise acquire any trade and
service marks and names, designs, patents, patent rights, inventions and
secret processes and to carry on the business of an inventor, designer or
research organisation.
4.18. To sell, exchange, mortgage, charge, let, 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 or no consideration
and in particular (without prejudice to the generality of the foregoing)
for any securities or for a share of profit or a royalty or other
periodical or deferred payment.
4.19. 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.
4.20. To give any remuneration or other compensation or reward for services
rendered or to be rendered in placing or procuring subscriptions of, or
otherwise assisting in the issue of any securities of the Company or in
or about the formation of the Company or the conduct or course of its
business, and to establish or promote, or concur or participate in
establishing or promoting, any company, fund or trust and to subscribe
for, underwrite, purchase or otherwise acquire securities of any company,
fund or trust and to carry on the business of company, fund, trust or
business promoters or managers and of underwriters or dealers in
securities, and to act as director of and as secretary, manager,
registrar or transfer agent for any other company and to act as trustee
of any kind and to undertake and execute any trust and any trust business
(including the business of acting as trustee under wills and settlements
and as executor and administrator).
4.21. To pay all the costs, changes and expenses preliminary or incidental to
the promotion, formation, establishment and incorporation of the Company,
and to procure the registration or incorporation of the Company in or
under the laws of any place outside England.
4.22. To grant or procure the grant of donations, gratuities, pensions,
annuities, allowances, or other benefits, including benefits 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 of the 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 Board of Directors of the Company considers have any
moral claim on the Company or to their relations, connections or
dependants, and to establish or support any funds, trusts, insurances or
schemes or any associations, institutions, clubs, schools, building and
housing schemes, funds and trusts, and to make payments towards
insurances or other arrangements likely to benefit any such persons or
otherwise advance the interests of the Company or of its Members, and to
subscribe, guarantee or pay money for any purpose likely, directly or
indirectly, to further the interests of the Company or of its Members or
for any national, charitable, benevolent, educational, social, public,
general or useful object.
4.23. To cease carrying on or wind up any business or activity of the Company,
and to cancel any registration of and to wind up or procure the
dissolution of the Company in any state or territory.
4.24 To distribute any of the property of the Company among its creditors and
Members in specie or kind.
4.25. To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors, trustees or
otherwise and by or through trustees, agents or otherwise and either
alone or in conjunction with others.
4.26. To carry on any other business or activity and do anything of any nature
which in the opinion of the Board of Directors of the Company is or may
be capable of being conveniently carried on or done in connection with
the above, or likely directly or indirectly to enhance the value of or
render more profitable all or any part of the Company's undertaking
property or assets or otherwise to advance the interests of the Company
or of its Members.
4.27. To do all such other things as in the opinion of the Board of Directors
of the Company are or may be incidental or conducive to the attainment of
the above objects or any of them.
And it is hereby declared that "COMPANY" in this clause, except where
used in reference to this Company, shall include any partnership or other
body of persons, whether incorporated or not incorporated, and whether
formed, incorporated, domiciled or resident in the United Kingdom or
elsewhere, "PERSON" shall include any company as well as any other legal
or natural person, "SECURITIES" shall include any fully, partly or nil
paid or no par value share, stock, unit, debenture, debenture or loan
stock, deposit receipt, bill, note, warrant, coupon, right to subscribe
or convert, or similar right or obligation, "AND" and "OR" shall mean
"AND/OR" where the context so permits, "OTHER" and "OTHERWISE" shall not
be construed ejusdem generis where a wider construction is possible, and
the objects specified in the different
paragraphs of this clause shall not, except where the context expressly
so requires, be in any way limited or restricted by reference to or
inference from the terms of any other paragraph or the name of the
Company or the nature of any business carried on by the Company, 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, distinct and independent company.
5. The liability of the Members is limited
6. The share capital of the Company is [GBP]100,000 divided into 100,000
Shares of [GBP]1 each, and the Company shall have the power to divide the
original or any increased capital into several classes, and to attach
thereto any preferential, deferred, qualified or other special rights,
privileges, restrictions or conditions.
4
WE, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of shares
shown opposite our respective names.
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NAMES AND ADDRESSES OF SUBSCRIBERS NUMBER OF SHARES TAKEN
BY EACH SUBSCRIBER
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1. For and on behalf of /s/ Chris Hadler One
Instance Companies Limited
1 Mitchell Lane
Bristol BS1 6BU
2. For and on behalf of /s/ Mark Anderson One
Swift Incorporations Limited
1 Mitchell Lane
Bristol BS1 6BU
----------------------
Total Two
shares
taken
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Dated 21 January 2003
/s/Glenys Copeland
Witness to the above Glenys Copeland
Signatures:- 1 Mitchell Lane
Bristol BS1 6BU
5
ARTICLES OF ASSOCIATION
OF
HOLMES FINANCING (NO. 7) PLC
1. ADOPTION OF TABLE A
In these articles "Table A" means Table A scheduled to the Companies
(Tables A to F) Regulations 1985 as amended prior to the date of
incorporation of the company. The regulations contained in Table A shall,
except where they are excluded or modified by these articles, apply to
the company and, together with these articles, shall constitute the
articles of the company. No other regulations set out in any statute
concerning companies, or in any statutory instrument or other subordinate
legislation made under any statute, shall apply as the regulations or
articles of the company.
2. INTERPRETATION
Words and expressions which bear particular meanings in Table A shall
bear the same meanings in these articles. References in these articles to
writing include references to any method of representing or reproducing
words in a legible and non-transitory form. Headings are for convenience
only and shall not affect construction. If, and for so long as, the
company has only one member, these articles shall (in the absence of any
express provision to the contrary) apply with such modification as may be
necessary in relation to such a company.
3. AUTHORISED SHARE CAPITAL
The authorised share capital of the company at the date of adoption of
this Article 3 is [GPB]100,000 divided into 100,000 shares of [GBP]1
each.
4. RIGHTS ATTACHED TO SHARES
Subject to the provisions of the Act and to any rights conferred on the
holders of any other shares, any share may be issued with or have
attached to it such rights and restrictions as the company may by
ordinary resolution decide or, if no such resolution has been passed or
so far as the resolution does not make specific provision, as the
directors may decide. Regulation 2 of Table A shall not apply.
5. UNISSUED SHARES
Subject to the provisions of the Act and to these articles, any unissued
shares of the company (whether forming part of the original or any
increased capital) shall be at the disposal of the directors who may
offer, allot, grant options over or otherwise dispose of them to such
persons at such times and for such consideration and upon such terms and
conditions as they may determine.
6. INITIAL AUTHORITY TO ISSUE RELEVANT SECURITIES
Subject to any direction to the contrary which may be given by the
company in general meeting, the directors are unconditionally authorised
to exercise all powers of the company to allot relevant securities. The
maximum nominal amount of relevant securities that may be allotted under
this authority shall be the nominal amount of the unissued share capital
at the date of incorporation of the company or such other amount as may
from time to time be authorised by the company in general meeting. The
authority conferred on the directors by this article shall remain in
force for a period of five years from the date of incorporation of the
company but may be revoked varied or renewed from time to time by the
company in general meeting in accordance with the Act.
7. EXCLUSION OF RIGHTS TO OFFER ON A PRE-EMPTIVE BASIS
Section 89(1) of the Act shall not apply to the allotment by the company
of any equity security.
8. TRANSFER AND TRANSMISSION OF SHARES
8.1 The instrument of transfer of a subscriber's share which is not fully
paid need not be executed by or on behalf of the transferee. Regulation
23 of table A shall be modified accordingly.
8.2 The directors may, in their absolute discretion and without giving any
reason for so doing, decline to register any transfer of any share,
whether or not it is a fully paid share. Regulation 24 of Table A shall
be modified accordingly.
9. NOTICE OF GENERAL MEETINGS
Notice of every general meeting shall be given to all members other than
any who, under the provisions of these articles or the terms of issue of
the shares they hold, are not entitled to receive such notices from the
company, and also to the auditors or, if more than one, each of them. The
last sentence of regulations 38 of Table A shall not apply.
10. PROCEEDING AT GENERAL MEETING
For all purposes of these articles apart from when the company has only
one member, a general meeting of the company or of the holders of any
class of its shares shall be valid and effective for all purposes if one
person being a duly authorised representative of two or more corporations
each of which is a member entitled to vote the business to be transacted
is present. Regulation 40 of Table A shall be modified accordingly. If,
and for so long as, the company has only one member, that member or the
proxy for that member or, where that member is a corporation, its duly
authorised representative shall be a quorum at any general meeting of the
company or of the holders of any class of shares. Regulation 40 of Table
A shall be modified accordingly.
11. VOTES OF MEMBERS
At a general meeting, but subject to any rights or restrictions attached
to any shares, on a show of hands every member who (being an individual)
is present in person or (being a corporation) is present by a duly
authorised representative and every proxy for any member (regardless of
the number or the holdings of the members for whom he is a proxy) shall
have one vote, and on a poll every member who is present in person or by
proxy shall have one vote for every share of which he is the holder.
Regulation 54 of Table A shall not apply.
12. NO WRITTEN RESOLUTIONS BY MEMBERS
Regulation 53 of Table A shall not apply.
13. MEMBERS MAY VOTE WHEN MONEY PAYABLE BY THEM
Regulation 57 of Table A shall not apply.
14. DELIVERY OF PROXIES
The instrument appointing a proxy and (if required by the directors) any
authority under which it is executed or a copy of the authority,
certified notarially or in some other manner approved by the directors,
may be delivered to the office (or to such other place or to such person
as may be specified or agreed by the directors) before the time for
holding the meeting or adjourned meeting at which the person named In the
instrument proposes to act or, in case of a poll taken subsequently to
the date of the meeting or adjourned meeting, before the time appointed
for the taking of the poll, and an instrument of proxy which is not so
delivered shall be invalid. The directors may at their discretion treat a
faxed or other machine made copy of an instrument appointing a proxy as
such an instrument for the purpose of this article. Regulation 62 of
Table A shall not apply.
15. ALTERNATE DIRECTORS
Any director (other than an alternate director) may appoint any other
director, or any other person who is willing to act, to be an alternate
director and may remove from office an alternate director so appointed by
him. Regulation 65 of Table A shall not apply.
16. POWER TO PROVIDE FOR EMPLOYEES
The directors may by resolution exercise any power conferred by the Act
to make provision for the benefit of persons employed or formerly
employed by the company or any of its subsidiaries in connection with the
cessation or the transfer to any person of the whole or part of the
undertaking of the company or that subsidiary.
17. POWER TO RECEIVE UNCALLED MONEYS
The directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys uncalled and remaining
unpaid on any shares held by him.
18. DELEGATION OF DIRECTORS POWERS
The directors may delegate any of their powers (with power to sub-
delegate) to committees consisting of such person or persons (whether
directors or not) as they think fit. Regulation 72 of Table A shall be
modified accordingly and references in Table A to a committee of
directors or to a director as a member of such a committee shall include
a committee established under this article or such person or persons.
19. APPOINTMENT AND REMOVAL OF DIRECTORS BY MAJORITY SHAREHOLDERS
Any member holding, or any members holding in aggregate, a majority in
nominal value of such of the issued share capital for the time being of
the company as carries the right of attending and voting at general
meetings of the company may by memorandum in writing signed by or on
behalf of him or them and delivered to the office or tendered at a
meeting of the directors or at a general meeting of the company at any
time and from time to time appoint any person to be a director (either to
fill a vacancy or as an additional director) or remove any director from
office (no matter how he was appointed).
20. APPOINTMENT OF DIRECTORS BY BOARD
Without prejudice to the powers conferred by any other article, any
person may be appointed a director by the directors, either to fill a
vacancy or as an additional director.
21. NO AGE LIMIT OR SHARE QUALIFICATION
No director shall be required to retire or vacate his office, and no
person shall be ineligible for appointment as a director, by reason of
his having attained any particular age. No shareholding qualification for
directors shall be required.
22. EXCLUSION OF ROTATION REQUIREMENTS AND OTHER PROVISIONS
Regulations 73 to 80 (inclusive) and the last sentence of regulation 84
of Table A shall not apply.
23. DISQUALIFICATION AND REMOVAL OF DIRECTORS
The office of a director shall be vacated not only upon the happening of
any of the events mentioned in regulation 81 of Table A but also if he is
removed from office pursuant to these articles. Regulation 81 of Table A
shall be modified accordingly.
24. DIRECTORS GRATUITIES AND PENSIONS
The directors may exercise all the powers of the company to provide
benefits, either by the payment of gratuities or pensions or by insurance
or in any other manner whether similar to the foregoing or not, for any
director or former director or the relations, connections or dependants
of any director or former director who holds or has held any executive
office or employment with the company or with any body corporate which is
or has been a subsidiary of the company or with a predecessor in business
of the company or of any such body corporate and may contribute to any
fund and pay premiums for the purchase or provision of any such benefit.
No director or former director shall be accountable to the company or the
members for any benefit provided pursuant to this article and the receipt
of any such benefit shall not disqualify any person from being or
becoming a director of the company. Regulation 87 of Table A shall not
apply.
25. NOTICE OF BOARD MEETINGS
Notice of a meeting of the directors shall be deemed to be properly given
to a director if it is given to him personally or by word of mouth or
sent in writing to him at his last known address or any other address
given by him to the company for this purpose, or by any other means
authorised in writing by the director concerned. Notice shall be given in
this manner to all directors including any director who is for the time
being absent from the United Kingdom. A director may waive notice of any
meeting either prospectively or retrospectively. Regulation 88 of Table A
shall be modified accordingly.
26. PARTICIPATION IN BOARD MEETINGS BY TELEPHONE
All or any of the members of the board or any committee of the board may
participate in a meeting of the board or that committee by means of a
conference telephone or any communication equipment which allows all
persons participating in the meeting to hear each other. A person so
participating shall be deemed to be present in person at the meeting and
shall be entitled to vote or be counted in a quorum accordingly. Such a
meeting shall be deemed to take place where the largest group of those
participating is assembled, or, if there is no such group, where the
chairman of the meeting then is.
27. RESOLUTION IN WRITING
A resolution in writing executed by all the directors for the time being
entitled to receive notice of a meeting of the board (if that number is
sufficient to constitute a quorum) or by all the members of a committee
for the time being shall be as valid and effectual as a resolution passed
at a meeting of the board or, as the case may be, of the committee
properly called and constituted. The resolution may be contained in one
document or in several documents in like form each executed by one or
more of the directors or members of the committee concerned. A resolution
signed by an alternate director need not also be signed by his appointor
and, if it is signed by a director who has appointed an alternate
director, it need not be signed by the alternate director in that
capacity. Regulation 93 of Table A shall not apply.
28. DIRECTORS MAY VOTE WHEN INTERESTED
A director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract or proposed contract with the
company shall declare the nature of his interest at a meeting of the
directors in accordance with the Act. Subject where applicable to such
disclosure, a director shall be entitled to vote in respect of any
contract or proposed contract in which he is interested and if he shall
do so his vote shall be counted and he shall be taken into account in
ascertaining whether a quorum is present. A reference in this article to
a contract includes any transaction or arrangement (whether or not
constituting a contract). Regulations 94 and 95 of Table A shall not
apply.
29. OFFICIAL SEAL
The company may exercise all the powers conferred by the Act with regard
to having any official seal and such powers shall be vested in the
directors. Subject to the provisions of the Act, any instrument to which
an official seal is affixed shall be signed by such persons, if any, as
the directors may from time to time determine.
30. NOTICES
Any notice or other document may be served on or delivered to any member
by the company either personally, or by sending it by post addressed to
the member at his registered address or by fax or telex to a number
provided by the member for this purpose, or by leaving it at his
registered address addressed to the member, or by any other means
authorised in writing by the member concerned. In the case of joint
holders of a share, service or delivery of any notice or other document
on or to one of the joint holders shall for all purposes be deemed a
sufficient service on or delivery to all the joint holders. Regulation
112 of Table A shall not apply.
31. TIME OF SERVICE
Any notice or other document, if sent by the company by post, shall be
deemed to have been served or delivered twenty four hours after posting
and, in proving such service or delivery, it shall be sufficient to prove
that the notice or document was properly addressed, stamped and put in
the post. Any notice or other document left by the company at a
registered address otherwise than by post, or sent by fax or telex or
other instantaneous means of transmission, shall be deemed to have been
served or delivered when it was so left or sent. Regulation 115 of Table
A shall not apply.
10
Names and addresses of Subscribers
1. For and on behalf of
Instant Companies Limited
1 Mitchell Lane
Bristol BS1 6BU /s/ Chris Hadler
2. For and on behalf of
Swift Incorporations Limited
1 Mitchell Lane
Bristol BS1 6BU /s/ Mark Anderson
Dated 21 January 2003
/s/Glenys Copeland
Witness to the above Glenys Copeland
signature:- 1 Mitchell Lane
Bristol BS1 6BU
11