Exhibit 3.1.1
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 3)
PLC
INCORPORATED ON...................................., 2003
NO......................................
ALLEN & OVERY
LONDON
ICM: 707435.1
2
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
PERMANENT FINANCING (NO.3) PLC
1. The Company's name is "Permanent Financing (No. 3) PLC" (the "Company").
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. The Company's objects are:
(1) to carry on business as a general commercial company;
(2) to carry on any trade or business whatsoever:
(3) to do all such things as are, in the opinion of the directors,
incidental or conducive to the carrying on of any trade or business
by it;
(4) to do all such things as the directors consider to be desirable or
for the benefit of the Company;
(5) to lend money and give credit with or without security and to
deposit money with any person and to carry on the business of a
banking, finance, or insurance company;
(6) to borrow or raise money by any method and to obtain any form of
credit or finance in any way the directors think fit, (whether
secured or unsecured), including, without limitation, by the issue
of debentures and other securities, perpetual or otherwise, and to
secure the payment or repayment of any money credit or finance by
any mortgage, charge, pledge, lien or other security of any kind
over all or any of the Company's property (present and future) or
its uncalled capital, and to purchase, redeem and pay off such
borrowings, money, finance, credit, or securities;
(7) to purchase or by any other means acquire, hold, dispose of, write,
enter into or otherwise deal with swaps, options, warrants,
futures, forward contracts, contracts for differences and any other
type of financial instrument;
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(8) to guarantee in any manner, or to enter into any indemnity or other
arrangement in relation to, the discharge, observance or performance of
any liabilities of any person, including, but without limitation, any
body corporate which is a holding company, a subsidiary of a fellow
subsidiary of the Company and to secure any such guarantee, indemnity or
arrangement or the discharge, observance and performance of any
liabilities of any person by any mortgage, charge, pledge, lien or other
security of any kind over the whole or any part of the undertaking and
assets of the Company including its uncalled capital;
(9) to give any financial assistance that may lawfully be given in connection
with the acquisition of shares in the Company or any other company which
is its holding company;
(10) to sell, transfer or otherwise dispose of all or any part of the
undertaking, assets and liabilities of the Company;
(11) to provide or arrange for pensions, lump sum payments, gratuities, life,
health, accident and other insurances and other benefits (pecuniary or
otherwise) of every kind to or for the benefit of any individuals who are
or have been directors of, or employed by, or who provide services to or
for, the Company or any body corporate which is or has been a subsidiary,
holding company or fellow subsidiary of the Company or otherwise
connected with the Company or the predecessors in business of the Company
or of any such subsidiary, holding company or fellow subsidiary or
connected company and to or for the benefit of the present or former
spouses, children and other relatives and dependants of such individuals
and others who have or formerly had with any such individuals any
relationship of such a kind as the directors may approve; and for the
purposes to establish or participate in any fund or scheme, to effect or
contribute to any form of insurance and to enter into any other
arrangements of any kind which the directors may approve;
(12) to support and subscribe to any institution or association which may be
for the benefit of the Company or its directors or employees or connected
with any town or place where the Company carries on business, to support
and subscribe to any charitable or public object whatsoever;
(13) to act as trustee, personal representative, director or agent of any kind
and for any purpose;
(14) to exercise any power of the Company for any consideration of any kind or
for no consideration;
and it is declared that:
(a) this clause shall be interpreted in the widest and most general manner
and without regard to the eiusdem generis rule or any other restrictive
principle of interpretation;
(b) each of the above subclauses shall, unless it expressly provides to the
contrary, be deemed to set out a separate, distinct and independent
object of the Company and not a power ancillary or incidental to the
objects set out in other subclause;
(c) subclauses (2) to (14) are without prejudice to the generality of the
objects and powers conferred by subclause (1) and no subclause shall be
in any way limited or restricted by reference to or inference from any
other subclause;
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(d) in this clause:
(i) "assets" includes property, rights and interests of every
description, whether present of future, actual or contingent and
wherever situate;
(ii) "dispose of", in relation to an asset, includes surrendering or
extinguishing it, and also creating or granting it or any interest
or right out of or in respect of it;
(iii) "liabilities" includes debts and obligations of every description,
whether present or future, actual or contingent; and
(iv) "person" includes any partnership or other body of persons, whether
corporate or unincorporate, and any country, territory, public
authority and international organisation.
5. The liability of each member is limited.
6. The Company's share capital is [GBP]50,000 divided into 50,000 shares of
[GBP]1 each.
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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 names.
Number of shares taken by subscriber
Name and addresse of subscriber
Permanent Holdings Limited 1
Blackwell House
Guildhall Yard
London EC2V 5AE
Jonathan E. Keighley
per pro SFM Directors Limited [SIG]
as Director
for and on behalf of
Permanent Holdings Limited
SFM Corporate Services Limited [SIG] 1
Blackwell House
Guildhall Yard
London EC2V 5AE
Ryan O'Rourke
for and on behalf of
SFM Corporate Services Limited
------------------------------------
Total shares taken 2
------------------------------------
Dated: 12 September 2003.
Witness to the above signatures:
[SIG]
Robert W Berry
Banker
Pleshey Grange
Pleshey
Chelmsford
Essex
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COMPANY NUMBER
.......................................
THE COMPANIES ACT 1985
A PUBLIC LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 3) PLC (THE "COMPANY")
PRELIMINARY
1. Except as otherwise provided in these articles, the regulations contained
in Table A shall apply to the Company. For the purposes of these
articles, Table A means 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.
2. (1) In these articles, unless the contrary intention appears:
(a) the "Act" is, unless the context otherwise requires, a
reference to the Companies Act 1985, as modified or re-enacted
or both from time to time;
(b) the "Statutes" means the Act and every other statute, statutory
instrument, regulation or order for the time being in force
concerning companies registered under the Act; and
(c) "subsidiary" or "holding company" is to be construed in
accordance with section 736 of the Act; and
(d) words importing the singular number include the plural number
and vice versa, words importing one gender include all genders
and words importing persons include bodies corporate and
unincorporated associations.
(2) Headings to these articles are inserted for convenience and shall
not affect construction.
SHARE CAPITAL
3. (1) The authorised share capital of the Company is [GBP]50,000 divided
into 50,000 shares of [GBP]1 each.
(2) Subject to the provisions of the Act and to any direction to the
contrary which may be given by ordinary or other resolution of the
Company, any unissued shares of the
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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.
(3) The directors are generally and unconditionally authorised, in
accordance with section 80 of the Act, to exercise all the 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, this amount being
49,998.
(4) The authority contained in paragraph (3) shall expire on the day
five years after the date of the incorporation of the Company but
the Company may, before the authority expires, make an offer or
agreement which would or might require relevant securities to be
allotted after it expires.
(5) The directors are given power to allot for cash equity securities
(as defined for the purposes of section 89 of the Act) pursuant to
the general authority conferred on them by paragraphs (3) and (4)
under section 80 of the Act as if section 89(1) of that Act did not
apply to the allotment. This power shall expire on the day five
years after the date of incorporation of the Company but the
Company may, before this power expires, make an offer or agreement
which would or might require equity securities to be allotted after
it expires.
GENERAL MEETINGS
4. (1) A general meeting or a meeting of any class of members of the
Company may consist of a conference between members some or all of
whom are in different places provided that each member who
participates is able:
(a) to hear each of the other participating members addressing the
meeting; and
(b) if he so wishes, to address all of the other participating
members simultaneously,
whether directly, by conference telephone or by any other form of
communications equipment (whether in use when these articles are
adopted or not) or by a combination of those methods.
(2) A quorum is deemed to be present if those conditions are satisfied
in respect of at least the number of members required to form a
quorum.
(3) A meeting held in this way is deemed to take place at the place
where the largest group of participating members is assembled or,
if no such group is readily identifiable, at the place from where
the chairman of the meeting participates.
(4) A resolution put to the vote of a meeting shall be decided by each
member indicating to the chairman (in such manner as the chairman
may direct) whether the member votes in favour of or against the
resolution or abstains. Regulation 46 of Table A shall be amended
accordingly.
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(5) References in this article to members shall include their duly
appointed proxies and, in the case of corporate members, their duly
authorised representatives.
SHAREHOLDERS' RESOLUTIONS
5. A resolution in writing signed or approved by letter, facsimile, telegram
or telex by or on behalf of all the members of the Company who would be
entitled to vote on it if it had been proposed at a general meeting or at
a meeting of any class of members of the Company shall be as valid and
effectual as if it had been passed at a general meeting or at such class
meeting (as the case may be) duly convened and held. The resolution may
be contained in one document or in several documents in like form each
stating the terms of the resolution accurately and signed by or on behalf
of one or more of the members. Regulation 53 of Table A shall not apply.
VOTES OF MEMBERS
6. (1) A proxy appointed by a member of the Company under section 372 of
the Act may vote on a show of hands as well as on a poll, but no
person present shall be entitled to more than one vote on a show of
hands except as provided in regulation 50 of Table A. Regulation 54
of Table A shall be amended accordingly. A proxy appointed to
attend and vote instead of a member shall have the same right as
the member to speak at the meeting.
(2) The instrument appointing a proxy and any authority under which it
is executed (or such copy of the instrument or the authority or
both as the directors may approve) may be deposited at the place
where the meeting or adjourned meeting is to be held at any time
before the time for holding the meeting or adjourned meeting at
which the person named in the instrument proposes to vote. This
provision is in addition and without prejudice to the provisions of
paragraphs (a), (b) and (c) of regulation 62 of Table A and the
last provision of regulation 62 shall be amended accordingly.
DIRECTORS
7. (1) The holders of a majority of the ordinary shares in the Company in
issue may appoint any person as a director of the Company and may
remove any director. Any appointment or removal shall be made in
writing signed by the holders of the majority of the ordinary
shares in the Company in issue and, in the case of a body corporate
holding any of those shares, the signature of any officer or other
duly appointed representative shall suffice. Any appointment or
removal shall take effect when it is lodged at the office or
produced at any meeting of the directors.
(2) In addition to the circumstances set out in regulation 81 of Table
A the office of a director shall be vacated if he is removed from
that office in accordance with this article.
(3) The directors may appoint any person who is willing to act to be a
director, either to fill a casual vacancy or as an additional
director.
(4) The directors shall not be subject to retirement by rotation and
regulations 73 to 80 (inclusive) and the last sentence of
regulation 84 of Table A shall not apply.
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(5) No director shall vacate his office or be ineligible for re-
appointment as a director, nor shall any person be ineligible for
appointment as a director, by reason only of his having attained a
particular age.
(6) No special notice is required of any resolution appointing or
approving the appointment of such a director nor is any notice
required to state the age of the person to whom the resolution
relates.
ALTERNATE DIRECTORS
8. (1) In addition to the persons mentioned in regulation 65 of Table A,
any director may appoint a director of any holding company of the
Company or of any other subsidiary of that holding company or any
person approved by a majority of the other directors to act as an
alternate director.
(2) An alternate director shall be entitled to receive notice of all
meetings of the directors, to attend and to vote at any meeting at
which the director appointing him is not personally present and at
that meeting to exercise and discharge all the functions, powers
and duties of his appointor as a director and for the purposes of
the proceedings at that meeting the provisions of these articles
shall apply as if he was a director. Regulation 66 of Table A shall
not apply.
(3) Every person acting as an alternate director shall have one vote
for each director for whom he acts as alternate, in addition to his
own vote if he is also a director, but he shall count as only one
for the purpose of determining whether a quorum is present. The
last sentence of each of regulations 88 and 89 of Table A shall not
apply.
(4) Any person appointed as an alternate director shall vacate his
office as an alternate director if the director by whom he has been
appointed ceases to be a director or removes him or on the
happening of any event which, if he is or were a director, causes
or would cause him to vacate that office. Regulation 67 of Table A
shall not apply.
(5) As an alternate director shall alone be responsible to the Company
for his acts and defaults and shall not be deemed to be the agent
of the director appointing him. Regulation 69 of Table A shall not
apply.
POWERS OF DIRECTORS
9. (1) The powers of the directors mentioned in regulation 87 of Table A
shall be exercisable as if the word "executive" (which appears
before the word "office") were deleted.
(2) Without prejudice to any other of their powers, the directors may
exercise any of the powers conferred by the Statutes 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 any of its subsidiaries.
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PROCEEDINGS OF DIRECTORS
10. Provided that he has disclosed to the directors the nature and extent of
any material interest of his, a director may vote as a director on a
resolution concerning any matter in which he has, directly or indirectly,
an interest or duty and, if he votes, his vote shall be counted and he
shall be counted in the quorum when that resolution or matter is under
consideration. Regulations 94 to 96 (inclusive) of Table A shall not
apply.
11. Notices of meetings of the directors shall be given to all directors and
to any alternate directors appointed by them. Regulation 88 of Table A
shall be amended accordingly.
12. Regulation 93 of Table A (written resolutions of directors) shall apply
as if the word "signed" included "approved by letter, facsimile, telegram
or telex".
13. (1) A meeting of the directors may consist of a conference between
directors some or all of whom are in different places provided that
each director who participates is able:
(a) to hear each of the other participating directors addressing
the meeting; and
(b) if he so wishes, to address all of the other participating
directors simultaneously,
whether directly, by conference telephone or by any other form of
communications equipment (whether in use when these articles are
adopted or not) or by a combination of those methods.
(2) A quorum is deemed to be present if those conditions are satisfied
in respect of at least the number of directors required to form a
quorum, subject to the provisions of article 10.
(3) A meeting held in this way is deemed to take place at the place
where the largest group of participating directors is assembled or,
if no such group is readily identifiable, at the place from where
the chairman of the meeting participates.
SEAL
14. (1) The Company may exercise the powers conferred by the Statutes with
regard to having official seals and those powers shall be vested in
the directors.
(2) The directors shall provide for the safe custody of every seal
which the Company may have.
(3) A seal shall be used only by the authority of the directors or a
duly authorised committee but that authority may consist of an
instruction or approval given by letter, facsimile, telegram, telex
or telephone by a majority of the directors or of the members of a
duly authorised committee.
(4) The directors may determine who shall sign any instrument to which
a seal is applied, either generally or in relation to a particular
instrument or type of instrument, and may also determine, either
generally or in any particular case, that such signatures shall be
dispensed with or affixed by some mechanical means.
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(5) Unless otherwise decided by the directors:
(a) certificates for shares, debentures or other securities of the
Company to which a seal is applied need not be signed; and
(b) every other instrument to which a seal is applied shall be
signed by at least one director and the secretary or by at
least two directors.
(6) Certificates for shares, debentures or other securities of the
Company need not be sealed with the seal but may be signed on
behalf of the Company by at least one director and the secretary or
by at least two directors or by such other person or persons as may
be authorised by the directors for that purpose. Regulation 6 of
Table A shall be amended accordingly. Regulation 101 of Table A
shall not apply.
NOTICES
15. (1) The Company may give any notice to a member either personally or by
sending it by prepaid airmail or first class post or telex or
facsimile transmission to the member at his registered address or
by leaving it at that address. In the case of joint holders of a
share, all notices shall be given to the joint holder whose name
stands first in the register of members in respect of the joint
holding and notice so given shall be sufficient notice to all the
joint holders.
(2) Regulation 112 of Table A shall not apply and regulation 116 shall
apply as if the words "within the United Kingdom" did not appear.
16. (1) Proof that:
(a) an envelope containing a notice was properly addressed, prepaid
and posted (by airmail or first class post, where available);
or
(b) a telex or facsimile transmission setting out the terms of a
notice was properly despatched
shall be conclusive evidence that the notice was given. A notice
shall be deemed to be given at the expiry of 24 hours after the
envelope containing it was so posted or, in the case of telex or
facsimile transmission, when despatched.
(2) Regulation 115 of Table A shall not apply.
INDEMNITY
17. (1) Subject to the provisions of and to the extent permitted by the
Statutes, every director or other officer (excluding an auditor) of
the Company shall be indemnified out of the assets of the Company
against any liability incurred by him in the actual or purported
execution or discharge of his duties or the exercise or purported
exercise of his powers or otherwise in relation to or in connection
with his duties, powers or office, but:
(a) this indemnity shall not apply to any liability to the extent
that it is recovered from any other person; and
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(b) the indemnity is subject to such officer taking all reasonable
steps to effect such recovery, so that the indemnity shall not
apply to the extent that an alternative right of recovery is
capable of being enforced.
(2) Regulation 118 of Table A shall not apply.
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NAME AND ADDRESS OF SUBSCRIBER
Permanent Holdings Limited
Blackwell House
Guildhall Yard
London, EC2V 5AE
[sig]
Jonathan E. Keighley
per pro SFM Directors Limited
as Director
for and on behalf of
Permanent Holding Limited
SFM Corporate Services Limited
Blackwell House
Guildhall Yard
London, EC2V 5AE
Ryan O'Rourke [sig]
for and on behalf of
SFM Corporate Services Limited
Dated: 12 September 2003
Witness to the above signature:
[SIG]
Robert W Berry
Banker
Pleshey Grange
Pleshey
Chelmsford
Essex