EXHIBIT 3.1.1
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 4) PLC
INCORPORATED ON 8th DECEMBER, 2003
NO. 04988201
ALLEN & OVERY
London
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THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 4) PLC
1. The Company's name is "Permanent Financing (No. 4) 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;
(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 or 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
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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 or have provided 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 those 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 any 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;
(d) in this clause:
(i) "ASSETS" includes property, rights and interests of every
description, whether present or future, actual or contingent
and wherever situate;
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(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.
NAME AND ADDRESSE OF SUBSCRIBER NUMBER OF SHARES
TAKEN BY SUBSCRIBER
Permanent Holdings Limited 1
Blackwell House
Guildhall Yard
London EC2V 5AE
James G S Macdonald
(per pro SFM Directors Limited as Director)
for and on behalf of
Permanent Holdings Limited
SFM Corporate Services Limited 1
Blackwell House
Guildhall Yard
London EC2V 5AE
James G S Macdonald
(per pro SFM Directors Limited as Director)
for and on behalf of
SFM Corporate Services Limited
------------
Total shares taken 2
------------
Dated 3rd December, 2003.
Witness to the above signatures:
Name: Claudia Wallace
Address: 8 Hamilton Road
London
E17 6EH
Date: 3rd December, 2003
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Company number: 04988201
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
PERMANENT FINANCING (NO. 4) 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 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
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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.
(5) References in this article to members shall include their duly
appointed proxies and, in the case of corporate members, their
duly authorised representatives.
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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.
(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.
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(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) 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.
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
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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.
(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
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(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
(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.
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(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
James G S Macdonald
(per pro SFM Directors Limited as Director)
for and on behalf of
Permanent Holdings Limited
SFM Corporate Services Limited
Blackwell House
Guildhall Yard
London, EC2V 5AE
James G S Macdonald
(per pro SFM Directors Limited as Director)
for and on behalf of
SFM Corporate Services Limited
Dated 3rd December, 2003.
Witness to the above signature:
Name: Claudia Wallace
Address: 8 Hamilton Road
London
E17 6EH
Date: 3rd December, 2003