EXHIBIT 3.1
THE COMPANIES ACTS 1985 AND 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
of
NAILWOOD PLC
1. The Company's name is "NAILWOOD PLC"1
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:
(A) (i) To carry on business as manufacturers, builders and suppliers of and
dealers in goods of all kinds, and as mechanical, general,
electrical, marine, radio, electronic, aeronautical, chemical,
petroleum, gas, civil and constructional engineers, and
manufacturers, importers and exporters of, dealers in machinery,
plant and equipment of all descriptions and component parts thereof,
forgings, castings, tools, implements, apparatus and all other
articles and things.
(ii) To act as an investment holding company and to co-ordinate the
business of any companies in which the Company is for the time being
interested, and to acquire (whether by original subscription,
tender, purchase exchange or otherwise) the whole of or any part of
the stock, shares, debentures, debenture stocks, bonds and other
securities issued or guaranteed by a body corporate constituted or
carrying on business in any part of the world or by an government
sovereign ruler, commissioners, public body or authority and to hold
the same as investments, and to sell, exchange, carry and dispose of
the same.
(iii) To carry on the businesses in any part of the world as importers,
exporters, buyers, sellers, distributors and dealers and to win,
process and work produce of all kinds.
(B) To carry on the following businesses, namely, contractors, garage
proprietors, filling station proprietors, owners and charterers of road
vehicles, aircraft and ships and boats
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1 Pursuant to a Special Resolution dated 4 August 2004, the Company's name was
changed to Gracechurch Card Funding (No. 7) PLC.
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of every description, lightermen and carriers of goods and passengers by
road, rail, water or air, forwarding transport and commission agents,
customs agents, stevedores, wharfingers, cargo superintendents, packers,
warehouse storekeepers, cold store keepers, hotel proprietors, caterers,
publicans, consultants, advisers, financiers, bankers, advertising agents,
insurance brokers, travel agents, ticket agents and agency business of all
kinds and generally to provide entertainment for and render services of
all kinds to others and to carry on any other trade or business which can
in the opinion of the directors be advantageously carried on by the
Company in connection with or ancillary to any of the businesses of the
Company.
(C) To buy, sell, manufacture, repair, alter, improve, manipulate, prepare for
market, let on hire, and generally deal in all kinds of plant, machinery,
apparatus, tools, utensils, materials, produce, substances, articles and
things for the purpose of any of the businesses specified in clause 4, or
which may be required by persons having, or about to have, dealings with
the Company.
(D) To build, construct, maintain, alter, enlarge, pull down, remove and
replace any buildings, shops, factories, offices, works, machinery and
engines, and to work, manage and control these things.
(E) To enter into contracts, agreements and arrangements with any person for
the carrying out by that person on behalf of the Company of any object for
which the Company is formed.
(F) To acquire, undertake and carry on the whole or any part of the business,
property and liabilities of any person carrying on any business which may
in the opinion of the directors be capable of being conveniently carried
on, or calculated directly or indirectly to enhance the value of or make
profitable any of the Company's property or rights, or any property
suitable for the purposes of the Company.
(G) To enter into any arrangement with a government or authority, whether
national, international, supreme, municipal, local or otherwise, that may
in the opinion of the directors be conducive to any object of the Company,
and to obtain from that government or authority any right, privilege or
concession which in the opinion of the directors is desirable, and to
carry out, exercise and comply with that arrangement, right, privilege or
concession.
(H) To apply for, purchase and by other means acquire, protect, prolong and
renew any patent, patent right, brevet d'invention, licence, secret
process, invention, trade mark, service mark, copyright, registered
design, protection, concession and right of the same or similar effect or
nature, and to use, turn to account, manufacture under and grant licences
and privileges in respect of those things, and to spend money in
experimenting with, testing, researching, improving and seeking to improve
any of those things.
(I) To acquire an interest in, amalgamate with and enter into partnership or
any arrangement for the sharing of profits, union of interests,
co-operation, joint venture, reciprocal concession or otherwise with any
person, or with any employees of the
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Company. To lend money to, guarantee the contracts of, and otherwise
assist that person or those employees, and to take and otherwise acquire
an interest in that person's shares or other securities and to sell, hold,
re-issue, with or without guarantee, and otherwise deal with those shares
or other securities.
(J) To lend money to, subsidise and assist any person, to act as agents for
the collection, receipt and payment of money and generally to act as
agents and brokers for and perform services for any person, and to
undertake and perform sub-contracts.
(K) To enter into any guarantee or contract of indemnity or suretyship, and to
provide security, including, without limitation, the guarantee and
provision of security for the performance of the obligations of or the
payment of any money (including, without limitation, capital, principal,
premiums, dividends, interest, commissions, charges, discount and any
related costs or expenses whether on shares or other securities) by any
person including, without limitation, any body corporate which is for the
time being the Company's holding company, the Company's subsidiary, a
subsidiary of the Company's holding company or any person which is for the
time being a member or otherwise has an interest in the Company or is
associated with the Company in any business or venture, with or without
the Company receiving any consideration or advantage (whether direct or
indirect), and whether by personal covenant or mortgage, charge or lien
over all or part of the Company's undertaking, property, assets or
uncalled capital (present and future) or by other means. For the purposes
of paragraph (K) "guarantee" includes any obligation, however described,
to pay, satisfy, provide funds for the payment or satisfaction of
(including, without limitation, by advance of money, purchase of or
subscription for shares or other securities and purchase of assets or
services), indemnify against the consequences of default in the payment
of, or otherwise be responsible for, any indebtedness of any other person.
(L) To promote, finance and assist any person for the purpose of acquiring all
or any of the property, rights and undertaking or assuming the liabilities
of the Company, or for any other purpose which may in the opinion of the
directors directly or indirectly benefit the Company, and in that
connection to place, guarantee the placing of, underwrite, subscribe for
and otherwise acquire all or any part of the shares or other securities of
a body corporate.
(M) To pay out of the funds of the Company all or any expenses which the
Company may lawfully pay of or incidental to the formation, registration,
promotion and advertising of and raising money for the Company and the
issue of its shares or other securities, including, without limitation,
those incurred in connection with the advertising and offering of its
shares or other securities for sale or subscription, brokerage and
commissions for obtaining applications for and taking, placing,
underwriting or procuring the underwriting of its shares or other
securities.
(N) To remunerate any person for services rendered or to be rendered to the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
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(O) To purchase, take on lease, exchange, hire and otherwise acquire any real
or personal property and any right or privilege over or in respect of it.
(P) To receive money on deposit on any terms the directors think fit.
(Q) To invest and deal with the Company's money and funds in any way the
directors think fit.
(R) To lend money and give credit with or without security.
(S) To borrow, raise and secure the payment of money in any way the directors
think fit, including, without limitation, by the issue of debentures and
other securities, perpetual or otherwise, charged on all or any of the
Company's property (present and future) or its uncalled capital, and to
purchase, redeem and pay off those securities.
(T) To remunerate any person for services rendered or to be rendered in
placing, assisting and guaranteeing the placing and procuring the
underwriting of any share or other security of the Company or of any
person in which the Company may be interested or proposes to be
interested, or in connection with the conduct of the business of the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
(U) To acquire, hold, dispose of, subscribe for, issue, underwrite, place,
manage assets belonging to others which include, advise on, enter into
contracts or transactions in relation to or involving and in any other way
deal with or arrange dealings with or perform any service or function in
relation to (as applicable): shares, stocks, debentures, loans, bonds,
certificates of deposit and other instruments creating or acknowledging
indebtedness, government, public or other securities, warrants,
certificates representing securities or other obligations, units in
collective investment schemes, options, futures, spot or forward
contracts, contracts for differences or other investments or obligations,
currencies, interest rates, precious metals or other commodities, any
index (whether related in any way to any of the foregoing or otherwise),
any right to, any right conferred by or any interest or any obligation in
relation to any of the foregoing and any financial instrument or product
deriving from or in any other way relating to any of the foregoing or of
any nature whatsoever, and any transaction which may seem to be convenient
for hedging the risks associated with any of the foregoing.
(V) To co-ordinate, finance and manage the business and operation of any
person in which the Company has an interest.
(W) To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments.
(X) To sell, lease, exchange, let on hire and dispose of any real or personal
property and the whole or part of the undertaking of the Company, for such
consideration as the directors think fit, including, without limitation,
for shares, debentures or other securities, whether fully or partly paid
up, of any person, whether or not having
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objects (altogether or in part) similar to those of the Company. To hold
any shares, debentures and other securities so acquired, and to improve,
manage, develop, sell, exchange, lease, mortgage, dispose of, grant
options over, turn to account or otherwise deal with all or any part of
the property or rights of the Company.
(Y) To adopt any means of publicising and making known the businesses,
services and products of the Company as the directors think fit,
including, without limitation, advertisement, publication and distribution
of notices, circulars, books and periodicals, purchase and exhibition of
works of art and interest and granting and making of prizes, rewards and
donations.
(Z) To support, subscribe to and contribute to any charitable or public object
and any institution, society and club which may be for the benefit of the
Company or persons who are or were directors, officers or employees of the
Company, its predecessor in business, any subsidiary of the Company or any
person allied to or associated with the Company, or which may be connected
with any town or place where the Company carries on business. To subsidise
and assist any association of employers or employees and any trade
association. To grant pensions, gratuities, annuities and charitable aid
and to provide advantages, facilities and services to any person
(including any director or former director) who may have been employed by
or provided services to the Company, its predecessor in business, any
subsidiary of the Company or any person allied to or associated with the
Company and to the spouses, children, dependants and relatives of those
persons and to make advance provision for the payment of those pensions,
gratuities and annuities by establishing or acceding to any trust, scheme
or arrangement (whether or not capable of approval by the Commissioners of
Inland Revenue under any relevant legislation) the directors think fit, to
appoint trustees and to act as trustee of any trust, scheme or
arrangement, and to make payments towards insurance for the benefit of
those persons and their spouses, children, dependants and relatives.
(AA) To establish and contribute to any scheme for the purchase or subscription
by trustees of shares or other securities of the Company to be held for
the benefit of the employees of the Company, any subsidiary of the Company
or any person allied to or associated with the Company, to lend money to
those employees or to trustees on their behalf to enable them to purchase
or subscribe for shares or other securities of the Company and to
formulate and carry into effect any scheme for sharing the profits of the
Company with employees.
(BB) To apply for, promote and obtain any Act of Parliament and any order or
licence of any government department or authority (including, without
limitation, the Department of Trade and Industry) to enable the Company to
carry any of its objects into effect, to effect any modification of the
Company's constitution and for any other purpose which the directors think
fit, and to oppose any proceeding or application which may in the opinion
of the directors directly or indirectly prejudice the Company's interests.
(CC) To establish, grant and take up agencies, and to do all other things the
directors may deem conducive to the carrying on of the Company's business
as principal or agent,
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and to remunerate any person in connection with the establishment or
granting of an agency on the terms and conditions the directors think fit.
(DD) To distribute among the shareholders in specie any of the Company's
property and any proceeds of sale or disposal of any of the Company's
property and for that purpose to distinguish and separate capital from
profits, but no distribution amounting to a reduction of capital may be
made without any sanction required by law.
(EE) To purchase and maintain insurance for the benefit of any person who is or
was an officer or employee of the Company, a subsidiary of the Company or
a company in which the Company has or had an interest (whether direct or
indirect) or who is or was trustee of any retirement benefits scheme or
any other trust in which any officer or employee or former officer or
employee is or has been interested, indemnifying that person against
liability for negligence, default, breach of duty or breach of trust or
any other liability which may lawfully be insured against.
(FF) To amalgamate with any other person and to procure the Company to be
registered or recognised in any part of the world.
(GG) To do all or any of the things provided in any paragraph of clause 4:
(i) in any part of the world;
(ii) as principal, agent, contractor, trustee or otherwise;
(iii) by or through trustees, agents, subcontractors or otherwise; and
(iv) alone or with another person or persons.
(HH) To do all things that are in the opinion of the directors incidental or
conducive to the attainment of all or any of the Company's objects, or the
exercise of all or any of its powers.
(II) The objects specified in each paragraph of clause 4 shall, except where
otherwise provided in that paragraph, be regarded as independent objects,
and are not limited or restricted by reference to or inference from the
terms of any other paragraph or the name of the Company. None of the
paragraphs of clause 4 or the objects or powers specified or conferred in
or by them is deemed subsidiary or ancillary to the objects or powers
mentioned in any other paragraph. The Company has as full a power to
exercise all or any of the objects and powers provided in each paragraph
as if each paragraph contained the objects of a separate company.
(JJ) In clause 4, a reference to:
(i) a "person" includes a reference to a body corporate, association or
partnership whether domiciled in the United Kingdom or elsewhere and
whether incorporated or unincorporated;
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(ii) 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; and
(iii) a "subsidiary" or "holding company" is to be construed in accordance
with section 736 of the Act.
5. The liability of the members is limited.
6. The Company's share capital is (pound)50,000 divided into 50,000 ordinary
shares of (pound)1.00 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 in the capital of the company 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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LUCY QUIRKE ONE
For and on behalf of
Clifford Chance Nominees Limited
10 Upper Bank Street
London E14 5JJ
REMI LADEGA ONE
For and on behalf of
Clifford Chance Secretaries Limited
10 Upper Bank Street
London E14 5JJ
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DATED the day of May 2004.
WITNESS to the above signatures:
DENISE WEST
10 Upper Bank Street
London E14 5JJ
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CONTENTS
PRELIMINARY............................................................................................1
1. Interpretation..........................................................................1
2. Table A not to apply....................................................................3
SHARE CAPITAL..........................................................................................3
3. Authorised capital......................................................................3
4. Allotment...............................................................................3
5. Power to attach rights..................................................................5
6. Redeemable shares.......................................................................5
7. Variation of rights.....................................................................5
8. Commission..............................................................................5
9. Trusts not recognised...................................................................5
SHARE CERTIFICATES.....................................................................................5
10. Right to certificate....................................................................5
11. Replacement certificates................................................................6
LIEN...................................................................................................6
12. Company's lien on shares not fully paid.................................................6
13. Enforcement of lien by sale.............................................................7
14. Application of proceeds of sale.........................................................7
CALLS ON SHARES........................................................................................7
15. Calls...................................................................................7
16. Power to differentiate..................................................................8
17. Interest on calls.......................................................................8
18. Payment in advance......................................................................8
19. Amounts due on allotment or issue treated as calls......................................8
FORFEITURE.............................................................................................8
20. Notice if call not paid.................................................................8
21. Forfeiture for non-compliance...........................................................9
22. Notice after forfeiture.................................................................9
23. Disposal of forfeited shares............................................................9
24. Arrears to be paid notwithstanding forfeiture...........................................9
25. Surrender..............................................................................10
UNTRACED SHAREHOLDERS.................................................................................10
26. Power of sale..........................................................................10
27. Application of proceeds of sale........................................................11
TRANSFER OF SHARES....................................................................................11
28. Method of transfer.....................................................................11
29. Right to refuse registration...........................................................11
30. Fees on registration...................................................................11
31. Suspension of registration.............................................................12
TRANSMISSION OF SHARES................................................................................12
32. On death...............................................................................12
33. Election of person entitled by transmission............................................12
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34. Rights on transmission.................................................................12
ALTERATION OF SHARE CAPITAL...........................................................................13
35. Increase, consolidation, sub-division and cancellation.................................13
36. Fractions..............................................................................13
37. Reduction of capital...................................................................14
38. Purchase of own shares.................................................................14
GENERAL MEETINGS......................................................................................14
39. Annual general meetings................................................................14
40. Extraordinary general meetings.........................................................14
41. Convening of extraordinary general meetings............................................14
42. Length and form of notice..............................................................14
43. Omission to send notice and irregularities in publication of notices...................16
44. Postponement of general meetings.......................................................16
45. Special business.......................................................................16
PROCEEDINGS AT GENERAL MEETINGS.......................................................................17
46. Quorum.................................................................................17
47. Procedure if quorum not present........................................................17
48. Chairman...............................................................................17
49. Right to attend and speak..............................................................18
50. Power to adjourn.......................................................................18
51. Notice of adjourned meeting............................................................18
52. Business at adjourned meeting..........................................................19
53. Accommodation of members at meeting....................................................19
54. Security...............................................................................19
VOTING................................................................................................19
55. Method of voting.......................................................................19
56. Procedure on a poll....................................................................20
57. Votes of members.......................................................................21
58. Casting vote...........................................................................21
59. Restriction on voting rights for unpaid calls etc......................................21
60. Voting by proxy........................................................................21
61. Appointment of proxy...................................................................22
62. When votes by proxy valid although authority revoked...................................23
63. Corporate representative...............................................................23
64. Objections to and error in voting......................................................24
65. Amendments to resolutions..............................................................24
66. Members' written resolutions...........................................................24
67. Class meetings.........................................................................25
68. Failure to disclose interests in shares................................................25
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS......................................................27
69. Number of directors....................................................................27
70. Power of the Company to appoint directors..............................................27
71. Power of the board to appoint directors................................................27
72. Appointment of executive directors.....................................................27
73. Eligibility of new directors...........................................................27
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74. Voting on resolution for appointment.........................ERROR! BOOKMARK NOT DEFINED.
75. Retirement by rotation.......................................ERROR! BOOKMARK NOT DEFINED.
76. Directors subject to retirement..............................ERROR! BOOKMARK NOT DEFINED.
77. Position of retiring director................................ERROR! BOOKMARK NOT DEFINED.
78. Deemed reappointment.........................................ERROR! BOOKMARK NOT DEFINED.
79. No retirement on account of age........................................................28
80. Removal by ordinary resolution.........................................................28
81. Vacation of office by director.........................................................28
ALTERNATE DIRECTORS...................................................................................29
82. Appointment............................................................................29
83. Revocation of appointment..............................................................29
84. Participation in board meetings........................................................30
85. Responsibility.........................................................................30
REMUNERATION, EXPENSES AND PENSIONS...................................................................30
86. Directors' fees........................................................................30
87. Additional remuneration................................................................30
88. Expenses...............................................................................30
89. Remuneration and expenses of alternate directors.......................................31
90. Directors' pensions and other benefits.................................................31
91. Remuneration of executive director.....................................................31
POWERS AND DUTIES OF THE BOARD........................................................................32
92. Powers of the board....................................................................32
93. Powers of directors being less than minimum required number............................32
94. Powers of executive directors..........................................................32
95. Delegation to committees...............................................................32
96. Agents.................................................................................33
97. Associate directors....................................................................33
98. Exercise of voting powers..............................................................33
99. Provision for employees................................................................33
100. Registers..............................................................................33
101. Borrowing powers.......................................................................34
102. Register of charges....................................................................34
103. Directors' interests...................................................................34
PROCEEDINGS OF DIRECTORS AND COMMITTEES...............................................................36
104. Board meetings.........................................................................36
105. Notice of board meetings...............................................................37
106. Quorum.................................................................................37
107. Chairman of board......................................................................37
108. Voting.................................................................................37
109. Participation by telephone.............................................................37
110. Resolution in writing..................................................................38
111. Proceedings of committees..............................................................38
112. Minutes of proceedings.................................................................38
113. Validity of proceedings of board or committee..........................................39
SECRETARY AND AUTHENTICATION OF DOCUMENTS.............................................................39
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114. Secretary..............................................................................39
115. Authentication of documents............................................................39
SEALS.................................................................................................39
116. Safe custody...........................................................................39
117. Application of seals...................................................................39
118. Official seal for use abroad...........................................................40
DIVIDENDS AND OTHER PAYMENTS..........................................................................40
119. Declaration of dividends...............................................................40
120. Interim dividends......................................................................40
121. Entitlement to dividends...............................................................40
122. Method of payment......................................................................41
123. Dividends not to bear interest.........................................................42
124. Calls or debts may be deducted from dividends etc......................................42
125. Unclaimed dividends etc................................................................42
126. Uncashed dividends.....................................................................42
127. Payment of dividends in specie.........................................................42
128. Payment of scrip dividends.............................................................43
129. Capitalisation of profits..............................................................44
130. Record dates...........................................................................45
ACCOUNTS..............................................................................................45
131. Keeping and inspection of accounts.....................................................45
132. Accounts to be sent to members etc.....................................................46
NOTICES...............................................................................................46
133. Notices to be in writing or in electronic communication................................46
134. Service of notices and other documents on members......................................46
135. Notice by advertisement................................................................47
136. Evidence of service....................................................................48
137. Notice binding on transferees etc......................................................48
138. Notice in case of entitlement by transmission..........................................48
MISCELLANEOUS.........................................................................................49
139. Destruction of documents...............................................................49
140. Winding up.............................................................................49
141. Indemnity of officers and power to purchase insurance..................................49
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EXHIBIT 3.1
THE COMPANIES ACT 1985
--------------------------------
PUBLIC COMPANY LIMITED BY SHARES
--------------------------------
ARTICLES OF ASSOCIATION
OF
NAILWOOD PLC2
PRELIMINARY
1. INTERPRETATION
(A) In these articles:
"ACT" means the Companies Act 1985;
"ACTS" means the Act and all statutes and subordinate legislation made
thereunder for the time being in force concerning companies and affecting
the Company;
"ARTICLES" means these articles of association as altered from time to
time;
"AUDITORS" means the auditors from time to time of the Company;
"BOARD" means the board of directors from time to time of the Company or
the directors present at a duly convened meeting of the directors at which
a quorum is present;
"BUSINESS DAY" means a day (not being a Saturday or Sunday) on which
clearing banks are open for business in London;
"CLEAR DAYS" means, in relation to a period of notice, that period
excluding the day when the notice is given or deemed to be given and the
day for which it is given or on which it is to take effect;
"COMMUNICATION" has the same meaning as in the Electronic Communications
Act 2000;
"COMPANY" includes any body corporate (not being a corporation sole) or
association of persons, whether or not a company within the meaning of the
Act;
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2 Pursuant to a Special Resolution dated 4 August 2004, the Company's name was
changed to Gracechurch Card Funding (No. 7) PLC.
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EXHIBIT 3.1
"DIRECTOR" means a director of the Company;
"ELECTRONIC COMMUNICATIONS" has the same meaning as in the Electronic
Communications Act 2000;
"ENTITLED BY TRANSMISSION" means, in relation to a share, entitled as a
consequence of the death or bankruptcy of a member or of another event
giving rise to a transmission of entitlement by operation of law;
"EXECUTED" includes, in relation to a document, execution under hand or
under seal or by any other method permitted by law;
"HOLDER" means, in relation to a share, the member whose name is entered
in the register as the holder of that share;
"MEMBER" means a member of the Company;
"OFFICE" means the registered office of the Company;
"PAID", "PAID UP" and "PAID-UP" mean paid or credited as paid;
"REGISTER" means the register of members of the Company kept pursuant to
section 352 of the Act and, where the context requires, any register
maintained by the Company of persons holding any renounceable right of
allotment of a share;
"SEAL" means the common seal of the Company or any joint, official or
securities seal that the Company may have or may be permitted to have
under the Acts; and
"SECRETARY" means the secretary of the Company and includes any joint,
assistant or deputy secretary and a person appointed by the board to
perform the duties of the secretary.
(B) Words and expressions to which a particular meaning is given by the
Companies Act in force when these articles (or any part of them) are
adopted have the same meaning in these articles, except where the word or
expression is otherwise defined in paragraph (A).
(C) Where an ordinary resolution of the Company is expressed to be required
for any purpose, a special or extraordinary resolution is also effective
for that purpose, and where an extraordinary resolution is expressed to be
required for any purpose, a special resolution is also effective for that
purpose.
(D) References to a "MEETING" shall not be taken as requiring more than one
person to be present if any quorum requirement can be satisfied by one
person.
(E) The headings in the articles do not affect the interpretation of the
articles.
(F) References to a "DEBENTURE" include debenture stock.
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EXHIBIT 3.1
(G) References to any statutory provision or statute include all amendments
thereto and all subordinate legislation made thereunder. This article does
not affect the interpretation of article 1(B).
2. TABLE A NOT TO APPLY
No regulations contained in any statute or subordinate legislation,
including the regulations contained in Table A in the schedule to the
Companies (Tables A to F) Regulations 1985 (as amended), apply to the
Company.
SHARE CAPITAL
3. AUTHORISED CAPITAL
The authorised share capital of the Company at the date of adoption of
these articles is (pound)50,000 divided into 50,000 ordinary shares of
(pound)1.00 each.
4. ALLOTMENT
(A) Subject to the Acts and relevant authority given by the Company in general
meeting, the board has general and unconditional authority to allot, grant
options over, or otherwise dispose of the unissued shares of the Company,
or rights to subscribe for or convert any security into shares, to such
persons, at such times and on such terms as the board may decide except
that no share may be issued at a discount.
(B) The board has general and unconditional authority, pursuant to section 80
of the Act, to exercise all powers of the Company to allot relevant
securities up to an aggregate nominal amount equal to the section 80
amount for (as the case may be) the first period and thereafter, each
subsequent section 80 period.
(C) The board has general power, pursuant to section 95 of the Act, to allot
equity securities wholly for cash pursuant to the general authority
conferred by paragraph (B), as if section 89(1) of the Act does not apply
to that allotment for (as the case may be) the first period and
thereafter, each subsequent section 89 period. This power is limited to:
(i) allotments of equity securities in connection with a rights issue in
favour of holders of ordinary shares made in proportion (as nearly
as may be) to their respective existing holdings of ordinary shares
but subject to the board having a right to make such exclusions or
other arrangements in connection with that offering as it deems
necessary or expedient:
(a) to deal with equity securities representing fractional
entitlements; and
(b) to deal with legal or practical problems arising in any
territory or by virtue of shares being represented by
depository receipts, the requirements of any regulatory body
or stock exchange in any territory, or any other matter
whatsoever; and
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EXHIBIT 3.1
(ii) allotments other than pursuant to paragraph (i) up to an aggregate
nominal amount equal to the section 89 amount.
(D) By the authority and power conferred by paragraphs (B) and (C), the board
may, during a period which is a first period, a subsequent section 80
period or a subsequent section 89 period, make an offer or agreement which
would or might require equity securities or other relevant securities to
be allotted after such period expires and the board may allot securities
in pursuance of that offer or agreement as if such authority and power had
not expired.
(E) In this article 4:
(i) "FIRST PERIOD" means the period commencing on the date of adoption
of these articles and expiring on the date on which a resolution to
renew the authority conferred by paragraph (B) or the power
conferred by paragraph (C) (as the case may be) is passed or the
fifth anniversary of the date of adoption of these articles,
whichever is the earlier;
(ii) "SUBSEQUENT SECTION 80 PERIOD" means any period starting on or after
the expiry of the first period (and not exceeding five years on any
occasion) for which the authority conferred by paragraph (B) is
renewed by ordinary or special resolution stating the section 80
amount;
(iii) "SUBSEQUENT SECTION 89 PERIOD" means any period starting on or after
the expiry of the first period (and not exceeding five years on any
occasion) for which the power conferred by paragraph (C) is renewed
by special resolution stating the section 89 amount;
(iv) "SECTION 80 AMOUNT" means, for the first period, (pound)50,000 and,
for a subsequent section 80 period, the amount stated in the
relevant ordinary or special resolution or, in either case, another
amount fixed by resolution of the Company;
(v) "SECTION 89 AMOUNT" means, for the first period, (pound)50,000 and,
for a subsequent section 89 period, the amount stated in the
relevant special resolution or, in either case, another amount fixed
by resolution of the Company;
(vi) the nominal amount of securities is, in the case of rights to
subscribe for or convert any securities into shares of the Company,
the nominal amount of shares which may be allotted pursuant to those
rights.
(F) The board may at any time after the allotment of a share but before a
person has been entered in the register as the holder of the share
recognise a renunciation of the share by the allottee in favour of another
person and may grant to an allottee a right to effect a renunciation on
such terms and conditions the board thinks fit.
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EXHIBIT 3.1
5. POWER TO ATTACH RIGHTS
Subject to the Acts and to the rights attached to existing shares, new
shares may be issued with, or have attached to them, such rights or
restrictions as either the Company may by ordinary resolution decide, or,
if no such resolution is passed or so far as any pertinent resolution does
not make specific provision, as the board may decide.
6. REDEEMABLE SHARES
Subject to the Acts and to the rights attached to existing shares, shares
may be issued on terms that they are to be redeemed or, at the option of
the Company or the holder, are liable to be redeemed.
7. VARIATION OF RIGHTS
(A) Subject to the Acts, the rights attached to a class of shares may be
varied or abrogated (whether or not the Company is being wound up) either
with the consent in writing of the holders of at least three-fourths of
the nominal amount of the issued shares of that class or with the sanction
of an extraordinary resolution passed at a separate meeting of the holders
of the issued shares of that class validly held in accordance with article
67 and other relevant provisions of the articles.
(B) The rights attached to a class of shares are not, unless otherwise
expressly provided for in the rights attaching to those shares, deemed to
be varied by the creation, allotment or issue of further shares ranking
pari passu with or subsequent to them or by the purchase or redemption by
the Company of its own shares in accordance with the Acts and article 38.
8. COMMISSION
The Company may exercise all the powers conferred or permitted by the Acts
of paying commission or brokerage. The Company may also on any issue of
shares pay such brokerage as may be lawful.
9. TRUSTS NOT RECOGNISED
Except as ordered by a court of competent jurisdiction or as required by
law, the Company shall not recognise a person as holding a share on trust
and shall not be bound by or otherwise compelled to recognise (even if it
has notice of it) any interest in any share other than an absolute right
in the holder to the whole of the share.
SHARE CERTIFICATES
10. RIGHT TO CERTIFICATE
(A) A person (except a person to whom the Company is not required by law to
issue a certificate) whose name is entered in the register as a holder of
a share is entitled, without charge, to receive within two months of
allotment or lodgement with the Company of a transfer to him of those
shares (or within any other period as the terms of issue of the shares
provide) one certificate for all the shares of a class registered in
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EXHIBIT 3.1
his name or, in the case of shares of more than one class being registered
in his name, to a separate certificate for each class of shares.
(B) Where a member transfers part of his shares comprised in a certificate he
is entitled, without charge, to one certificate for the balance of shares
retained by him.
(C) The Company is not bound to issue more than one certificate for shares
held jointly by two or more persons and delivery of a certificate to one
joint holder is sufficient delivery to all joint holders.
(D) A certificate shall specify the number and class and the distinguishing
numbers (if any) of the shares in respect of which it is issued and the
amount paid up on the shares. It shall be issued under a seal, which may
be affixed to or printed on it, or in such other manner as the board may
approve, having regard to the terms of allotment or issue of the shares.
11. REPLACEMENT CERTIFICATES
(A) Where a member holds two or more certificates for shares of one class, the
board may at his request, on surrender of the original certificates and
without charge, cancel the certificates and issue a single replacement
certificate for shares of that class.
(B) At the request of a member, the board may cancel a certificate and issue
two or more in its place (representing shares in such proportions as the
member may specify), on surrender of the original certificate and on
payment of such reasonable sum as the board may decide.
(C) Where a certificate is worn out or defaced the board may require the
certificate to be delivered to it before issuing a replacement and
cancelling the original. If a certificate is lost or destroyed, the board
may cancel it and issue a replacement certificate on such terms as to
provision of evidence and indemnity and to payment of any exceptional
out-of-pocket expenses incurred by the Company in the investigation of
that evidence and the preparation of that indemnity as the board may
decide.
LIEN
12. COMPANY'S LIEN ON SHARES NOT FULLY PAID
(A) The Company has a first and paramount lien on all partly paid shares for
an amount payable in respect of the share, whether the due date for
payment has arrived or not. The lien applies to all dividends from time to
time declared or other amounts payable in respect of the share.
(B) The board may either generally or in a particular case declare a share to
be wholly or partly exempt from the provisions of this article. Unless
otherwise agreed with the transferee, the registration of a transfer of a
share operates as a waiver of the Company's lien (if any) on that share.
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EXHIBIT 3.1
13. ENFORCEMENT OF LIEN BY SALE
(A) For the purpose of enforcing the lien referred to in article 12, the board
may sell shares subject to the lien in such manner as it may decide
provided that:
(i) the due date for payment of the relevant amounts has arrived; and
(ii) the board has served a written notice on the member concerned (or on
any person who is entitled to the shares by transmission or by
operation of law) stating the amounts due, demanding payment thereof
and giving notice that if payment has not been made within 14 clear
days after the service of the notice that the Company intends to
sell the shares.
(B) To give effect to a sale, the board may authorise a person to transfer the
shares in the name and on behalf of the holder (or any person who is
automatically entitled to the shares by transmission or by law), or to
cause the transfer of such shares, to the purchaser or his nominee. The
purchaser is not bound to see to the application of the purchase money and
the title of the transferee is not affected by an irregularity in or
invalidity of the proceedings connected with the sale.
14. APPLICATION OF PROCEEDS OF SALE
The net proceeds of a sale effected under article 13, after payment of the
Company's costs of the sale, shall be applied in or towards satisfaction
of the amount in respect of which the lien exists. Any residue shall (on
surrender to the Company for cancellation of any certificate for the
shares sold, or the provision of an indemnity as to any lost or destroyed
certificate required by the board and subject to a like lien for amounts
not presently payable as existed on the shares before the sale) be paid to
the member (or a person entitled to the shares) immediately before the
sale.
CALLS ON SHARES
15. CALLS
The board may make calls on members in respect of amounts unpaid on the
shares held by them respectively (whether in respect of the nominal value
or a premium) and not by the terms of issue thereof, made payable on a
fixed date. Each member shall (on receiving at least 14 clear days' notice
specifying when and where payment is to be made) pay to the Company at the
time and place specified, the amount called as required by the notice. A
call may be made payable by instalments and may, at any time before
receipt by the Company of an amount due, be revoked or postponed in whole
or in part as the board may decide. A call is deemed made at the time when
the resolution of the board authorising it is passed. A person on whom a
call is made remains liable to pay the amount called despite the
subsequent transfer of the share in respect of which the call is made. The
joint holders of a share are jointly and severally liable for payment of a
call in respect of that share.
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EXHIBIT 3.1
16. POWER TO DIFFERENTIATE
The board may make arrangements on the allotment or, subject to the terms
of the allotment, on the issue of shares for a difference between the
allottees or holders in the amounts and times of payment of a call on
their shares.
17. INTEREST ON CALLS
If the whole of the amount called is not paid on or before the date fixed
for payment, the person from whom it is payable shall pay interest on the
unpaid amount. The interest will run from the day the unpaid amount is due
until the day it has been paid. The interest rate may be fixed by the
terms of allotment or issue of the share or, if no rate is fixed, at such
rate (not exceeding 20 per cent. per annum) as the board may decide. The
board may waive payment of the interest in whole or in part.
18. PAYMENT IN ADVANCE
The board may, if it thinks fit, receive from a member all or part of the
amounts uncalled and unpaid on shares held by him. A payment in advance of
calls extinguishes to the extent of the payment the liability of the
member on the shares in respect of which it is made. The Company may pay
interest on the amount paid in advance, or on so much of it as from time
to time exceeds the amount called on the shares in respect of which the
payment in advance has been made, at such rate (not exceeding 20 per cent.
per annum) as the board may decide.
19. AMOUNTS DUE ON ALLOTMENT OR ISSUE TREATED AS CALLS
An amount (whether in respect of nominal value or a premium) which by the
terms of issue of a share becomes payable on allotment or issue or on a
fixed date shall be deemed to be a call. In case of non-payment, the
provisions of these articles as to payment of interest, forfeiture or
otherwise apply as if that amount has become payable by virtue of a call.
FORFEITURE
20. NOTICE IF CALL NOT PAID
If a member fails to pay the whole of a call or an instalment of a call by
the date fixed for payment, the board may serve notice on the member or on
a person entitled automatically by law to the share in respect of which
the call was made demanding payment of the unpaid amount on a date not
less than 14 clear days from the date of the notice, together with any
interest that may have accrued on it and all costs, charges and expenses
incurred by the Company by reason of the non-payment. The notice shall
state:
(i) the place where payment is to be made; and
(ii) that if the notice is not complied with the share in respect of
which the call was made will be liable to be forfeited.
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EXHIBIT 3.1
21. FORFEITURE FOR NON-COMPLIANCE
If the notice referred to in article 20 is not complied with, a share in
respect of which it is given may, at any time before the payment required
by the notice (including interest, costs, charges and expenses) has been
made, be forfeited by a resolution of the board. All dividends declared or
other amounts due in respect of the forfeited share and not paid before
the forfeiture shall also be forfeited.
22. NOTICE AFTER FORFEITURE
When a share has been forfeited, the Company shall serve notice of the
forfeiture on the person who was before forfeiture the holder of the share
or the person entitled by transmission to the share but no forfeiture is
invalidated by an omission to give such notice. An entry of the fact and
date of forfeiture shall be made in the register.
23. DISPOSAL OF FORFEITED SHARES
(A) A forfeited share and all rights attaching to it shall become the property
of the Company and may be sold, re-allotted or otherwise disposed of,
either to the person who was before such forfeiture the holder thereof or
to another person, on such terms and in such manner as the board may
decide. The board may, if necessary, authorise a person to transfer a
forfeited share to a new holder. The Company may receive the consideration
(if any) for the share on its disposal and may register the transferee as
the holder of the share.
(B) The board may before a forfeited share has been sold, re-allotted or
otherwise disposed of annul the forfeiture on such conditions as it thinks
fit.
(C) A statutory declaration that the declarant is a director or the secretary
and that a share has been forfeited or sold to satisfy a lien of the
Company on the date stated in the declaration is conclusive evidence of
the facts stated in the declaration against all persons claiming to be
entitled to the share. The declaration (subject if necessary to the
transfer of the share) constitutes good title to the share and the person
to whom the share is sold, re-allotted or disposed of is not bound to see
to the application of the consideration (if any). His title to the share
is not affected by an irregularity in or invalidity of the proceedings
connected with the forfeiture or disposal.
24. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person whose share has been forfeited ceases on forfeiture to be a
member in respect thereof and shall surrender to the Company for
cancellation any certificate for the forfeited share. A person remains
liable to pay all calls, interest, costs, charges and expenses owing in
respect of such share at the time of forfeiture, with interest, from the
time of forfeiture until payment, at such rate as may be fixed by the
terms of allotment or issue of such share or, if no rate is fixed, at the
rate (not exceeding 20 per cent. per annum) as the board may decide. The
board may if it thinks fit enforce payment without allowance for the value
of such share at the time of forfeiture or for any consideration received
on its disposal.
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EXHIBIT 3.1
25. SURRENDER
The board may accept the surrender of a share liable to be forfeited and
in that case references in the articles to forfeiture include surrender.
UNTRACED SHAREHOLDERS
26. POWER OF SALE
(A) The Company may sell the share of a member or of a person entitled by
transmission at the best price reasonably obtainable at the time of sale,
if:
(i) during a period of not less than 12 years before the date of
publication of the advertisements referred to in paragraph (A)(iii)
of this article (or, if published on two different dates, the first
date) (the "RELEVANT PERIOD") at least three cash dividends have
become payable in respect of the share;
(ii) throughout the relevant period no cheque, warrant or money order
payable on the share has been presented by the holder of, or the
person entitled by transmission to, the share to the paying bank of
the relevant cheque, warrant or money order, no payment made by the
Company by any other means permitted by article 122(A) has been
claimed or accepted and, so far as any director of the Company at
the end of the relevant period is then aware, the Company has not at
any time during the relevant period received any communication from
the holder of, or person entitled by transmission to, the share;
(iii) on expiry of the relevant period the Company has given notice of its
intention to sell the share by advertisement in a national newspaper
and in a newspaper circulating in the area of the address of the
holder of, or person entitled by transmission to, the share shown in
the register; and
(iv) the Company has not, so far as the board is aware, during a further
period of three months after the date of the advertisements referred
to in paragraph (A)(iii) of this article (or the later advertisement
if the advertisements are published on different dates) and before
the exercise of the power of sale received a communication from the
holder of, or person entitled by transmission to, the share.
(B) Where a power of sale is exercisable over a share pursuant to paragraph
(A) of this article (a "Sale Share"), the Company may at the same time
also sell any additional share issued in right of such Sale Share or in
right of such an additional share previously so issued provided that the
requirements of paragraphs (A)(ii) to (iv) of this article (as if the
words "throughout the relevant period" were omitted from paragraph (A)(ii)
of this article and the words "on expiry of the relevant period" were
omitted from paragraph (A)(iii) of this article) shall have been satisfied
in relation to the additional share.
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EXHIBIT 3.1
(C) To give effect to a sale pursuant to paragraphs (A) or (B) of this
article, the board may authorise a person to transfer the share in the
name and on behalf of the holder of, or the person entitled by
transmission to, the share, or to cause the transfer of such share, to the
purchaser or his nominee. The purchaser is not bound to see to the
application of the purchase money and the title of the transferee is not
affected by an irregularity or invalidity in the proceedings connected
with the sale of the share.
27. APPLICATION OF PROCEEDS OF SALE
The Company shall be indebted to the member or other person entitled by
transmission to the share for the net proceeds of sale and shall carry any
amount received on sale to a separate account. The Company is deemed to be
a debtor and not a trustee in respect of that amount for the member or
other person. Any amount carried to the separate account may either be
employed in the business of the Company or invested as the board may think
fit. No interest is payable on that amount and the Company is not required
to account for money earned on it.
TRANSFER OF SHARES
28. METHOD OF TRANSFER
(A) A member may transfer all or any of his shares by instrument of transfer
in writing in any usual form or in any other form approved by the board,
and the instrument shall be executed by or on behalf of the transferor and
(in the case of a transfer of a share which is not fully paid) by or on
behalf of the transferee.
(B) The transferor of a share is deemed to remain the holder of the share
until the name of the transferee is entered in the register in respect of
it.
29. RIGHT TO REFUSE REGISTRATION
(A) The board may, in its absolute discretion and without giving a reason,
refuse to register the transfer of a share which to any person, whether or
not it is fully paid or a share on which the Company has a lien.
(B) If the board refuses to register the transfer of a share it shall, within
two months after the date on which the transfer was lodged with the
Company, send notice of the refusal to the transferee. An instrument of
transfer which the board refuses to register shall (except in the case of
suspected fraud) be returned to the person depositing it. Subject to
article 139, the Company may retain all instruments of transfer which are
registered.
30. FEES ON REGISTRATION
The Company (at its option) may or may not charge a fee for registering
the transfer of a share or the renunciation of a renounceable letter of
allotment or other document or instructions relating to or affecting the
title to a share or the right to transfer it or for making any other entry
in the register.
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EXHIBIT 3.1
31. SUSPENSION OF REGISTRATION
Subject to the Acts, the registration of transfers may be suspended at
such times and for such period (not exceeding 30 days in any year) as the
board may decide and either generally or in respect of a particular class
of shares.
TRANSMISSION OF SHARES
32. ON DEATH
(A) The Company shall recognise only the personal representative or
representatives of a deceased member as having title to a share held by
that member alone or to which he alone was entitled. In the case of a
share held jointly by more than one person, the Company may recognise only
the survivor or survivors as being entitled to it.
(B) Nothing is the articles releases the estate of a deceased member from
liability in respect of a share which has been solely or jointly held by
him.
33. ELECTION OF PERSON ENTITLED BY TRANSMISSION
(A) A person becoming entitled by transmission to a share may, on production
of such evidence as the board may require as to his entitlement, elect
either to be registered as a member or to have a person nominated by him
registered as a member.
(B) If he elects to be registered himself, he shall give notice to the Company
to that effect. If he elects to have another person registered, he shall
execute an instrument of transfer of the share to that person.
(C) All the provisions of the articles relating to the transfer of shares
apply to the notice or instrument of transfer (as the case may be) as if
it were an instrument of transfer executed by the member and his death,
bankruptcy or other event giving rise to a transmission of entitlement had
not occurred.
(D) The board may give notice requiring a person to make the election referred
to in article 33(A). If that notice is not complied with within 60 days,
the board may withhold payment of all dividends and other amounts payable
in respect of the share until notice of election has been made.
34. RIGHTS ON TRANSMISSION
Where a person becomes entitled by transmission to a share, the rights of
the holder in relation to that share cease. The person entitled by
transmission may, however, give a good discharge for dividends and other
amounts payable in respect of the share and, subject to articles 33 and
122, has the rights to which he would be entitled if he were the holder of
the share. The person entitled by transmission is not, however, before he
is registered as the holder of the share entitled in respect of it to
receive notice of or exercise rights conferred by membership in relation
to meetings of the Company or a separate meeting of the holders of a class
of shares.
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EXHIBIT 3.1
ALTERATION OF SHARE CAPITAL
35. INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
The Company may by ordinary resolution:
(i) increase its share capital by a sum to be divided into shares of an
amount prescribed by the resolution;
(ii) consolidate and divide all or any of its share capital into shares
of a larger amount than its existing shares;
(iii) subject to the Acts, sub-divide all or any of its shares into shares
of a smaller amount and so that the resolution whereby any share is
sub-divided may determine that the shares resulting from such
sub-division have amongst themselves such preferred, deferred or
other special rights or advantages or be subject to any such
restrictions as the Company has power to attach to unissued or new
shares; and
(iv) cancel shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by a person and diminish
the amount of its share capital by the amount of the shares so
cancelled.
36. FRACTIONS
(A) If, as the result of consolidation and division or sub-division of shares,
members would become entitled to fractions of a share, the board may on
behalf of the members deal with the fractions as it thinks fit. In
particular, the board may:
(i) sell any shares representing fractions to a person (including,
subject to the Acts, to the Company) and distribute the net proceeds
of sale in due proportion amongst the persons entitled or if the
board decides some or all of the sum raised on a sale may be
retained for the benefit of the Company; or
(ii) subject to the Acts, allot or issue to a member credited as fully
paid by way of capitalisation the minimum number of shares required
to round up his holding of shares to a number which, following
consolidation and division or sub-division, leaves a whole number of
shares (such allotment or issue being deemed to have been effected
immediately before consolidation or sub-division, as the case may
be).
(B) To give effect to a sale pursuant to sub-paragraph (A)(i) the board may
arrange for the shares representing the fractions to be entered in the
register as shares. The board may also authorise a person to transfer the
shares to, or to the direction of, the purchaser. The purchaser is not
bound to see to the application of the purchase money and the title of the
transferee to the shares is not affected by an irregularity or invalidity
in the proceedings connected with the sale.
(C) If shares are allotted or issued pursuant to sub-paragraph (A)(ii), the
amount required to pay up those shares may be capitalised as the board
thinks fit out of amounts
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EXHIBIT 3.1
standing to the credit of reserves (including a share premium account,
capital redemption reserve and profit and loss account), whether or not
available for distribution, and applied in paying up in full the
appropriate number of shares. A resolution of the board capitalising part
of the reserves has the same effect as if the capitalisation had been
declared by ordinary resolution of the Company pursuant to article 129. In
relation to the capitalisation the board may exercise all the powers
conferred on it by article 129 without an ordinary resolution of the
Company.
37. REDUCTION OF CAPITAL
Subject to the Acts and to the rights attached to existing shares, the
Company may by special resolution reduce its share capital, capital
redemption reserve, share premium account or other undistributable reserve
in any way.
38. PURCHASE OF OWN SHARES
Subject to the Acts and to the rights attaching to existing shares, the
Company may purchase shares of any class (including redeemable shares) in
its own capital in any way.
GENERAL MEETINGS
39. ANNUAL GENERAL MEETINGS
The Company shall hold an annual general meeting once every year. Such
meetings shall be convened by the board at such time and place as they
think fit provided that there must not be a gap of more than fifteen
months between one annual general meeting and the next.
40. EXTRAORDINARY GENERAL MEETINGS
All general meetings of the Company other than annual general meetings are
called extraordinary general meetings.
41. CONVENING OF EXTRAORDINARY GENERAL MEETINGS
The board may convene an extraordinary general meeting whenever it thinks
fit. The board must convene an extraordinary general meeting immediately
on receipt of a requisition from members in accordance with the Acts and
in default a meeting may be convened by requisitionists as provided in the
Acts. At a meeting convened on a requisition or by requisitionists no
business may be transacted except that stated by the requisition or
proposed by the board. An extraordinary general meeting may also be
convened in accordance with article 93.
42. LENGTH AND FORM OF NOTICE
(A) An annual general meeting and any extraordinary general meeting at which a
special resolution is to be proposed or (subject to the Acts) at which
some other resolution of which special notice under the Act has been given
to the Company shall be called by
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EXHIBIT 3.1
not less than 21 clear days' notice. All other extraordinary general
meetings shall be called by not less than 14 clear days' notice.
(B) Subject to the Acts, and although called by shorter notice than that
specified in paragraph (A), a general meeting is deemed to have been duly
called if it is so agreed:
(i) in the case of an annual general meeting, by all the members
entitled to attend and vote at the meeting; and
(ii) in the case of another meeting, by a majority in number of the
members having a right to attend and vote at the meeting, being a
majority together holding not less than 95 per cent. in nominal
value of the shares giving that right.
(C) The notice of meeting shall specify:
(i) whether the meeting is an annual general meeting or an extraordinary
general meeting;
(ii) the place, the date and the time of the meeting;
(iii) in the case of special business, the general nature of that
business;
(iv) if the meeting is convened to consider a special or an extraordinary
resolution, the intention to propose the resolution as such; and
(v) with reasonable prominence, that a member entitled to attend and
vote may appoint one or more proxies to attend and, on a poll, vote
instead of him and that a proxy need not also be a member.
(D) The notice of meeting shall be given to the members (other than any who,
under the provisions of the articles or the terms of allotment or issue of
shares, are not entitled to receive notice), to the directors and to the
auditors.
(E) The board may determine that persons entitled to receive notices of
meeting are those persons entered on the register at the close of business
on a day determined by the board, provided that, if the Company is a
participating issuer, the day determined by the board may not be more than
21 days before the day that the relevant notice of meeting is being sent.
(F) The notice of meeting may also specify a time (which, if the Company is a
participating issuer, shall not be more than 48 hours before the time
fixed for the meeting) by which a person must be entered on the register
in order to have the right to attend or vote at the meeting. Changes to
entries on the register after the time so specified in the notice shall be
disregarded in determining the rights of any person to so attend or vote.
(G) Where the notice of meeting is published on a web site in accordance with
article 134(B), it shall continue to be published in the same place on
that web site from
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EXHIBIT 3.1
the date of notification given under article 134(B)(ii) until the
conclusion of the meeting to which the notice relates.
43. OMISSION TO SEND NOTICE AND IRREGULARITIES IN PUBLICATION OF NOTICES
(A) The accidental omission to send a notice of meeting or any document
relating to the meeting or the non-receipt of any such notice or document
by a person entitled to receive any such notice or document shall not
invalidate the proceedings at that meeting.
(B) Where a notice of meeting published on a web site in accordance with
article 134(B) is by accident published in different places on the web
site or published for part only of the period from the date of the
notification given under article 134(B)(ii) until the conclusion of the
meeting to which the notice relates, the proceedings at such meeting are
not thereby invalidated.
44. POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it is impractical
or unreasonable for any reason to hold a general meeting at the time or
place specified in the notice calling the general meeting, it may move
and/or postpone the general meeting to another time and/or place. When a
meeting is so moved and/or postponed, notice of the time and place of the
moved and/or postponed meeting shall (if practical) be placed in at least
two national newspapers in the United Kingdom. Notice of the business to
be transacted at such moved and/or postponed meeting is not required. The
board must take reasonable steps to ensure that members trying to attend
the general meeting at the original time and/or place are informed of the
new arrangements for the general meeting. Proxy forms can be delivered as
specified in article 61, until 48 hours before the rearranged meeting. Any
postponed and/or moved meeting may also be postponed and/or moved under
this article.
45. SPECIAL BUSINESS
All business transacted at a general meeting is deemed special except the
following business transacted at an annual general meeting:
(i) the receipt and consideration of the annual accounts, the directors'
report and auditors' report on those accounts;
(ii) the appointment or re-appointment of directors and other officers in
place of those retiring by rotation or otherwise ceasing to hold
office;
(iii) the declaration of dividends; and
(iv) the appointment of the auditors (when special notice of the
resolution for appointment is not required by the Acts) and fixing
or determining the manner of fixing of the remuneration of the
auditors.
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EXHIBIT 3.1
PROCEEDINGS AT GENERAL MEETINGS
46. QUORUM
(A) No business may be transacted at a general meeting unless a quorum is
present. The absence of a quorum does not prevent the appointment of a
chairman in accordance with the articles, which shall not be treated as
part of the business of the meeting.
(B) The quorum for a general meeting is two members present in person or by
proxy and entitled to vote.
47. PROCEDURE IF QUORUM NOT PRESENT
(A) If a quorum is not present within thirty minutes (or such longer time as
the chairman decides to wait) after the time fixed for the start of the
meeting or if there is no longer a quorum present at any time during the
meeting, the meeting, if convened by or on the requisition of members, is
dissolved. In any other case it stands adjourned to such other day (being
not less than 14 nor more than 28 days later) and at such other time
and/or place as may have been specified for the purpose in the notice
convening the meeting. Where no such arrangements have been specified, the
meeting stands adjourned to such other day (being not less than 14 nor
more than 28 days later) and at such other time and/or place as the
chairman (or, in default, the board) decides.
(B) At an adjourned meeting the quorum is one member present in person or by
proxy and entitled to vote. If a quorum is not present within five minutes
from the time fixed for the start of the meeting, the adjourned meeting
shall be dissolved.
(C) Save where the time and place for the adjourned meeting has been specified
for the purpose in the notice convening the meeting as referred to in
paragraph (A) of this article (in which case notice of the adjourned
meeting need not be given), the Company shall give not less than seven
clear days' notice of any meeting adjourned for the lack of a quorum and
the notice shall state the quorum requirement.
48. CHAIRMAN
(A) The chairman (if any) of the board or, in his absence, the deputy chairman
(if any) shall preside as chairman at a general meeting. If there is no
chairman or deputy chairman, or if at a meeting neither is present and
willing and able to act within five minutes after the time fixed for the
start of the meeting or neither is willing and able to act, the directors
present shall select one of their number to be chairman. If only one
director is present and willing and able to act, he shall be chairman. In
default, the members present in person and entitled to vote shall choose
one of their number to be chairman.
(B) Without prejudice to any other power which he may have under the
provisions of the articles or at common law the chairman may take such
action as he thinks fit to promote the orderly conduct of the business of
the meeting as specified in the notice of meeting and the chairman's
decision on matters of procedure or arising incidentally
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EXHIBIT 3.1
from the business of the meeting shall be final, as shall be his
determination as to whether any matter is of such a nature.
49. RIGHT TO ATTEND AND SPEAK
(A) Each director shall be entitled to attend and speak at a general meeting
and at a separate meeting of the holders of a class of shares or
debentures whether or not he is a member.
(B) The chairman may invite any person to attend and speak at any general
meeting of the Company where he considers that this will assist in the
deliberations of the meeting.
50. POWER TO ADJOURN
(A) The chairman may, with the consent of a meeting at which a quorum is
present (and shall, if so directed by the meeting) adjourn a meeting from
time to time and from place to place or for an indefinite period.
(B) Without prejudice to any other power which he may have under the
provisions of the articles or at common law, the chairman may, without the
consent of the meeting, interrupt or adjourn a meeting from time to time
and from place to place or for an indefinite period if he decides that it
has become necessary to do so in order to:
(i) secure the proper and orderly conduct of the meeting;
(ii) give all persons entitled to do so a reasonable opportunity of
speaking and voting at the meeting; or
(iii) ensure that the business of the meeting is properly disposed of.
51. NOTICE OF ADJOURNED MEETING
(A) Whenever a meeting is adjourned for 28 days or more or for an indefinite
period pursuant to article 50, at least seven clear days' notice
specifying the place, date and time of the adjourned meeting and the
general nature of the business to be transacted shall be given to the
members (other than any who, under the provisions of the articles or the
terms of allotment or issue of the shares, are not entitled to receive
notice), the directors and the auditors. Except in these circumstances it
is not necessary to give notice of a meeting adjourned pursuant to article
50 or of the business to be transacted at the adjourned meeting.
(B) The board may determine that persons entitled to receive notice of an
adjourned meeting in accordance with this article are those persons
entered on the register at the close of business on a day determined by
the board.
(C) The notice of an adjourned meeting given in accordance with this article
may also specify a time by which a person must be entered on the register
in order to have the right to attend or vote at the meeting. Changes to
entries on the register after the time so specified in the notice shall be
disregarded in determining the rights of any person to so attend or vote.
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EXHIBIT 3.1
52. BUSINESS AT ADJOURNED MEETING
No business may be transacted at an adjourned meeting other than the
business which might properly have been transacted at the meeting from
which the adjournment took place.
53. ACCOMMODATION OF MEMBERS AT MEETING
If it appears to the chairman that the meeting place specified in the
notice convening the meeting is inadequate to accommodate all members
entitled and wishing to attend, the meeting shall be duly constituted and
its proceedings valid if the chairman is satisfied that adequate
facilities are available to ensure that a member who is unable to be
accommodated is able to:
(i) participate in the business for which the meeting has been convened;
(ii) hear and see all persons present who speak (whether by the use of
microphones, loud-speakers, audio-visual communications equipment or
otherwise), whether in the meeting place or elsewhere; and
(iii) be heard and seen by all other persons present in the same way.
54. SECURITY
The board may make any arrangement and impose any restriction it considers
appropriate to ensure the security of a meeting including, without
limitation, the searching of a person attending the meeting and the
restriction of the items of personal property that may be taken into the
meeting place. The board may authorise one or more persons, who shall
include a director or the secretary or the chairman of the meeting to:
(i) refuse entry to a meeting to a person who refuses to comply with
these arrangements or restrictions; and
(ii) eject from a meeting any person who causes the proceedings to become
disorderly.
VOTING
55. METHOD OF VOTING
(A) At a general meeting, a resolution put to the vote of the meeting shall be
decided on a show of hands unless (before or on the declaration of the
result of the show of hands) a poll is properly demanded by:
(i) the chairman of the meeting;
(ii) not less than five members present in person or by proxy and
entitled to vote;
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EXHIBIT 3.1
(iii) a member or members present in person or by proxy representing in
aggregate not less than one-tenth of the total voting rights of all
the members having the right to vote at the meeting; or
(iv) a member or members present in person or by proxy holding shares
conferring a right to vote at the meeting, being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of
the total sum paid up on all the shares conferring that right.
A demand by a proxy is deemed to be a demand by the member appointing the
proxy.
(B) Unless a poll is demanded (and the demand is not duly withdrawn), a
declaration by the chairman that the resolution has been carried, or
carried by a particular majority, or lost or not carried by a particular
majority, is conclusive evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against the
resolution.
56. PROCEDURE ON A POLL
(A) If a poll is properly demanded, it shall be taken in such manner as the
chairman directs. He may appoint scrutineers, who need not be members, and
may fix a time and place for declaring the result of the poll. The result
of the poll shall be deemed to be the resolution of the meeting at which
the poll shall be demanded.
(B) A poll demanded on the election of a chairman or on any question of
adjournment shall be taken at the meeting and without adjournment. A poll
demanded on another question shall be taken at such time and place as the
chairman decides, either at once or after an interval or adjournment (but
not more than 30 clear days after the date of the demand).
(C) No notice need be given of a poll not taken immediately if the time and
place at which it is to be taken are announced at the meeting at which it
is demanded. In any other case at least seven clear days' notice shall be
given specifying the time and place at which the poll shall be taken.
(D) The demand for a poll may be withdrawn but only with the consent of the
chairman. A demand withdrawn in this way validates the result of a show of
hands declared before the demand was made. In the case of a poll demanded
before the declaration of the result of a show of hands and the demand is
duly withdrawn, the meeting shall continue as if the demand had not been
made.
(E) The demand for a poll (other than on the election of the chairman or on a
question of adjournment) does not prevent the meeting continuing for the
transaction of business other than the question on which a poll has been
demanded.
(F) On a poll, votes may be given in person or by proxy and a member entitled
to more than one vote need not, if he votes, use all his votes or cast all
the votes he uses in the same way, whether present in person or by proxy.
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EXHIBIT 3.1
57. VOTES OF MEMBERS
(A) Subject to special rights or restrictions as to voting attached to any
class of shares by or in accordance with the articles, at a general
meeting every member present in person has on a show of hands one vote and
every member present in person or by proxy has on a poll one vote for
every ordinary share of which he is the holder.
(B) In the case of joint holders of a share, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the vote or votes of the other joint holder or holders, and
seniority is determined by the order in which the names of the holders
stand in the register.
(C) A member in respect of whom an order has been made by a court or official
having jurisdiction (whether in the United Kingdom or elsewhere) that he
is or may be suffering from mental disorder or is otherwise incapable of
running his affairs may vote, whether on a show of hands or on a poll, by
his guardian, receiver, curator bonis or other person authorised for that
purpose and appointed by the court. A guardian, receiver, curator bonis or
other authorised and appointed person may, on a poll, vote by proxy if
evidence (to the satisfaction of the board) of the authority of the person
claiming to exercise the right to vote is deposited at the office (or at
another place specified in accordance with the articles for the deposit of
instruments of proxy) within the time limits prescribed by the articles
for the deposit of instruments of proxy for use at the meeting, adjourned
meeting or poll at which the right to vote is to be exercised.
58. CASTING VOTE
In the case of an equality of votes whether on a show of hands or a poll,
the chairman of the meeting at which the show of hands take place or at
which the poll is demanded shall be entitled to a casting vote in addition
to any vote to which he is entitled as a member.
59. RESTRICTION ON VOTING RIGHTS FOR UNPAID CALLS ETC.
Unless the board otherwise decides, no member is entitled in respect of a
share held by him to be present or to vote, either in person or by proxy,
at a general meeting or at a separate meeting of the holders of class of
shares or on a poll, or to exercise other rights conferred by membership
in relation to the meeting or poll, if a call or other amount due and
payable in respect of the share is unpaid. This restriction ceases on
payment of the amount outstanding and all costs, charges and expenses
incurred by the Company by reason of the non-payment.
60. VOTING BY PROXY
(A) Subject to paragraph (B) below, an instrument appointing a proxy shall be
in writing in any usual form (or in another form approved by the board)
executed under the hand of the appointor or his duly constituted attorney
or, if the appointor is a company, under its seal or under the hand of its
duly authorised officer or attorney or other person authorised to sign.
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EXHIBIT 3.1
(B) Subject to the Acts, the board may accept the appointment of a proxy
received in an electronic communication on such terms and subject to such
conditions as it considers fit. The appointment of a proxy received is an
electronic communication shall not be subject to the requirements of
paragraph (A) above. The board may require the production of any evidence
it considers necessary to determine the validity of such an appointment.
(C) Unless the contrary is stated in it, the appointment of a proxy shall be
deemed to confer authority to demand or join in demanding a poll (but
shall not confer any further right to speak at the meeting except with the
permission of the chairman) and to vote on a resolution or amendment of a
resolution put to, or other business which may properly come before, the
meeting or meetings for which it is given, as the proxy thinks fit.
(D) A proxy need not be a member.
(E) A member may appoint more than one proxy to attend on the same occasion.
When two or more valid but differing instruments of proxy are delivered
for the same share for use at the same meeting, the one which is last
validly delivered (regardless of its date or the date of its execution)
shall be treated as replacing and revoking the other or others as regards
that share. If the Company is unable to determine which instrument was
last validly delivered, none of them shall be treated as valid in respect
of that share.
(F) Delivery or receipt of an appointment of proxy does not prevent a member
attending and voting in person at the meeting or an adjournment of the
meeting or on a poll.
(G) The appointment of a proxy shall (unless the contrary is stated in it) be
valid for an adjournment of the meeting as well as for the meeting or
meetings to which it relates. The appointment of a proxy is valid for 12
months from the date of execution or, in the case of an appointment of
proxy delivered in an electronic communication, for the duration specified
by the board.
(H) Subject to the Acts, the Company may send a form of appointment of proxy
to all or none of the persons entitled to receive notice of and to vote at
a meeting. If sent, the form shall provide for two-way voting on all
resolutions set out in the notice of meeting.
61. APPOINTMENT OF PROXY
The form of appointment of a proxy, and (if required by the board) a power
of attorney or other authority under which it is executed or a copy of it
notarially certified or certified in some other way approved by the board,
shall be:
(i) in the case of an instrument in writing, delivered to the office, or
another place in the United Kingdom specified in the notice
convening the meeting or in the form of appointment of proxy or
other accompanying document sent by the Company in relation to the
meeting, not less than 48 hours before the time
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EXHIBIT 3.1
for holding the meeting or adjourned meeting or the taking of a poll
at which the person named in the form of appointment of proxy
proposes to vote;
(ii) in the case of an appointment of a proxy contained in an electronic
communication, where an address has been specified for the purpose
of receiving electronic communications:
(a) in the notice convening the meeting; or
(b) in any form of appointment of a proxy sent out by the Company
in relation to the meeting; or
(c) in any invitation contained in an electronic communication to
appoint a proxy issued by the Company in relation to the
meeting,
received at such address not less than 48 hours before the time for
holding the meeting at which the person named in the form of
appointment of proxy proposes to vote;
(iii) in the case of a meeting adjourned for less than 28 days but more
than 48 hours or in the case of a poll taken more than 48 hours
after it is demanded, delivered or received as required by
paragraphs (i) or (ii) not less than 24 hours before the time
appointed for the holding of the adjourned meeting or the taking of
the poll; or
(iv) in the case of a meeting adjourned for not more than 48 hours or in
the case of a poll not taken immediately but taken not more than 48
hours after it was demanded, delivered at the adjourned meeting or
at the meeting at which the poll was demanded to the chairman or to
the secretary or to a director.
An appointment of proxy not deposited or delivered in accordance with this
article is invalid.
62. WHEN VOTES BY PROXY VALID ALTHOUGH AUTHORITY REVOKED
A vote cast or poll demanded by a proxy or authorised representative of a
company is valid despite the previous death or insanity or revocation of
the appointment of the proxy or of the authority under which the
appointment was made unless notice of such prior death, insanity or
revocation shall have been received by the Company at the office (or other
place specified for depositing the instrument of proxy) not later than the
last time at which an instrument of proxy should have been delivered in
order to be valid for use at the meeting, or at which case the vote is
cast or the poll demanded or adjourned meeting at which case the vote is
cast or the poll is demanded (in the case of a poll taken otherwise than
at or on the same day as the meeting or adjourned meeting) for use on the
holding of the poll at which the vote is cast adjourned meeting.
63. CORPORATE REPRESENTATIVE
A company which is a member may, by resolution of its directors or other
governing body, authorise a person to act as its representative at a
meeting or at a separate
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EXHIBIT 3.1
meeting of the holders of a class of shares (the "REPRESENTATIVE"). The
representative is entitled to exercise on behalf of the company (in
respect of that part of the company's holding of shares to which the
authorisation relates) those powers that the company could exercise if it
were an individual member. The company is for the purposes of the articles
deemed to be present in person at a meeting if the representative is
present. All references to attendance and voting in person shall be
construed accordingly. A director, the secretary or other person
authorised for the purpose by the secretary may require the representative
to produce a certified copy of the resolution of authorisation before
permitting him to exercise his powers.
64. OBJECTIONS TO AND ERROR IN VOTING
No objection may be made to the qualification of a voter or to the
counting of, or failure to count, a vote, except at the meeting or
adjourned meeting at which the vote objected to is tendered or at which
the error occurs. An objection properly made shall be referred to the
chairman and only invalidates the decision of the meeting on any
resolution if, in the opinion of the chairman, it is of sufficient
magnitude to affect the decision of the meeting. The decision of the
chairman on such matters is conclusive and binding on all concerned.
65. AMENDMENTS TO RESOLUTIONS
No amendment to a resolution duly proposed as a special or extraordinary
resolution (other than an amendment to correct a patent error) may be
considered or voted on. No amendment to a resolution duly proposed as an
ordinary resolution (other than an amendment to correct a patent error)
may be considered or voted on unless either:
(i) at least 48 hours before the time appointed for holding the meeting
or adjourned meeting at which the ordinary resolution is to be
considered, notice of the terms of the amendment and intention to
move it has been lodged at the office; or
(ii) the chairman in his absolute discretion decides that the amendment
may be considered or voted on.
If an amendment proposed to a resolution under consideration is ruled out
of order by the chairman the proceedings on the substantive resolution are
not invalidated by an error in his ruling.
66. MEMBERS' WRITTEN RESOLUTIONS
A resolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general
meeting at which he was present shall be as effective as if it had been
passed at a general meeting duly convened and held. The resolution in
writing may consist of several instruments in the same form each duly
executed by or on behalf of one or more members. If the resolution in
writing is described as a special resolution or as an extraordinary
resolution, it shall have effect accordingly.
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EXHIBIT 3.1
67. CLASS MEETINGS
A separate meeting for the holders of a class of shares shall be convened
and conducted as nearly as possible in the same way as an extraordinary
general meeting, except that:
(i) no member is entitled to notice of it or to attend unless he is a
holder of shares of that class;
(ii) no vote may be cast except in respect of a share of that class;
(iii) the quorum at the meeting is two persons present in person holding
or representing by proxy at least one-third in nominal value of the
issued shares of that class;
(iv) the quorum at an adjourned meeting is one person holding shares of
that class present in person or by proxy; and
(v) a poll may be demanded in writing by a member present in person or
by proxy and entitled to vote at the meeting and on a poll each
member has one vote for every share of that class of which he is the
holder.
68. FAILURE TO DISCLOSE INTERESTS IN SHARES
(A) Where notice is served by the Company under section 212 of the Act (a
"SECTION 212 NOTICE") on a member, or another person appearing to be
interested in shares held by that member, and the member or other person
has failed in relation to any shares (the "DEFAULT SHARES", which
expression includes any shares allotted or issued after the date of the
section 212 notice in respect of those shares) to give the Company the
information required within the prescribed period from the date of the
section 212 notice, the following sanctions apply, unless the board
otherwise decides:
(i) the member shall not be entitled in respect of the default shares to
be present or to vote (either in person or by proxy) at a general
meeting or at a separate meeting of the holders of a class of shares
or on a poll; and
(ii) where the default shares represent at least 0.25 per cent. in
nominal value of the issued shares of their class:
(a) a dividend (or any part of a dividend) or other amount payable
in respect of the default shares shall be withheld by the
Company, which has no obligation to pay interest on it, and
the member shall not be entitled to elect, pursuant to article
128, to receive shares instead of a dividend; and
(b) no transfer of any default shares shall be registered unless
the transfer is an excepted transfer or:
(1) the member is not himself in default in supplying the
information required; and
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EXHIBIT 3.1
(2) the member proves to the satisfaction of the board that
no person in default in supplying the information
required is interested in any of the shares the subject
of the transfer.
(B) The sanctions under paragraph (A) cease to apply seven days after the
earlier of:
(i) receipt by the Company of notice of an excepted transfer, but only
in relation to the shares thereby transferred; and
(ii) receipt by the Company, in a form satisfactory to the board, of all
the information required by the section 212 notice.
(C) Where, on the basis of information obtained from a member in respect of a
share held by him, the Company issues a section 212 notice to another
person, it shall at the same time send a copy of the section 212 notice to
the member, but the accidental omission to do so, or the non-receipt by
the member of the copy, does not invalidate or otherwise affect the
application of paragraph (A).
(D) For the purposes of this article 68:
(i) a person, other than the member holding a share, shall be treated as
appearing to be interested in that share if the member has informed
the Company that the person is or may be interested, or if the
Company (after taking account of information obtained from the
member or, pursuant to a section 212 notice, from anyone else) knows
or has reasonable cause to believe that the person is or may be so
interested;
(ii) "INTERESTED" shall be construed as it is for the purpose of section
212 of the Act;
(iii) reference to a person having failed to give the Company the
information required by a section 212 notice, or being in default in
supplying such information, includes (a) reference to his having
failed or refused to give all or any part of it, and (b) reference
to his having given information which he knows to be false in a
material particular or having recklessly given information which is
false in a material particular;
(iv) the "PRESCRIBED PERIOD" means 14 days;
(v) an "EXCEPTED TRANSFER" means, in relation to shares held by a
member:
(a) a transfer pursuant to acceptance of a takeover offer for the
Company (within the meaning of section 428(1) of the Act); or
(b) a transfer which is shown to the satisfaction of the board to
be made in consequence of a sale of the whole of the
beneficial interest in the shares to a person who is
unconnected with the member and with any other person
appearing to be interested in the shares.
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EXHIBIT 3.1
(E) The provisions of this article are in addition and without prejudice to
the provisions of the Acts.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
69. NUMBER OF DIRECTORS
Unless and until otherwise decided by the Company by ordinary resolution
the number of directors must not be less than two and is not subject to a
maximum number.
70. POWER OF THE COMPANY TO APPOINT DIRECTORS
Subject to the articles, the Company may by ordinary resolution appoint a
person who is willing to act to be a director, either to fill a vacancy or
as an addition to the board, but the total number of directors may not
exceed any maximum number fixed in accordance with the articles.
71. POWER OF THE BOARD TO APPOINT DIRECTORS
Without prejudice to the power of the Company to appoint a person to be a
director pursuant to the articles, the board may appoint a person who is
willing to act as a director, either to fill a vacancy or as an addition
to the board, but the total number of directors may not exceed any maximum
number fixed in accordance with the articles. A director appointed in this
way may hold office only until the dissolution of the next annual general
meeting after his appointment unless he is reappointed during that
meeting. He is not required, and is not taken into account in determining
the number of directors who are, to retire by rotation at the meeting.
72. APPOINTMENT OF EXECUTIVE DIRECTORS
Subject to the Acts, the board may appoint one or more of its body to hold
an executive office (including, without limitation, that of managing
director) with the Company for such term (subject to the Acts) and on any
other conditions the board thinks fit. The board may revoke or terminate
an appointment, without prejudice to a claim for damages for breach of
contract or otherwise.
73. ELIGIBILITY OF NEW DIRECTORS
(A) No person may be appointed as a director at a general meeting unless:
(i) he is recommended by the board; or
(ii) not less than seven nor more than 42 days before the date fixed for
the meeting, notice has been given to the Company by a member (other
than the person to be proposed) qualified to vote at the meeting of
the intention to propose that person for appointment. The notice
shall (a) state the particulars which would, if the proposed
director were appointed or reappointed, be required to be included
in the Company's register of directors, (b) be accompanied by notice
given by the proposed director of his willingness to be appointed or
reappointed, and (c) be lodged at the office.
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EXHIBIT 3.1
(B) A director need not be a member.
74. NO RETIREMENT ON ACCOUNT OF AGE
No person is incapable of being appointed a director by reason of his
having reached the age of 70 or another age. Special notice is not
required in connection with the appointment or the approval of the
appointment of such person. No director is required to vacate his office
because he has reached the age of 70 or another age and section 293 of the
Act does not apply to the Company. Where a general meeting is convened at
which, to the knowledge of the board, a director is to be proposed for
appointment or reappointment who is at the date of the meeting 70 or more,
the board shall give notice of his age in the notice convening the meeting
or in a document accompanying the notice, but the accidental omission to
do so does not invalidate proceedings or an appointment or reappointment
of that director at that meeting.
75. REMOVAL BY ORDINARY RESOLUTION
In addition to any power of removal conferred by the Acts, the Company may
by ordinary resolution remove a director before the expiry of his period
of office (without prejudice to a claim for damages for breach of contract
or otherwise) and may (subject to the articles) by ordinary resolution
appoint another person who is willing to act to be a director in his
place. A person appointed in this way is treated, for the purposes of
determining the time at which he or another director is to retire, as if
he had become a director on the date on which the person in whose place he
is appointed was last appointed or reappointed a director.
76. VACATION OF OFFICE BY DIRECTOR
(A) Without prejudice to the provisions for retirement (by rotation or
otherwise) contained in the articles, the office of a director is vacated
if:
(i) he resigns by notice delivered to the secretary at the office or
tendered at a board meeting;
(ii) where he has been appointed for a fixed term, the term expires;
(iii) he ceases to be a director by virtue of a provision of the Acts, is
removed from office pursuant to the articles or becomes prohibited
by law from being a director;
(iv) he becomes bankrupt or compounds with his creditors generally or he
applies to the court for an interim order under section 253 of the
Insolvency Act 1986 in connection with a voluntary arrangement under
that act;
(v) he is or has been suffering from mental ill health or becomes a
patient for the purpose of any statute relating to mental health or
any court claiming jurisdiction on the ground of mental disorder
(however stated) makes an order for his detention or for the
appointment of a guardian, receiver or other
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EXHIBIT 3.1
person (howsoever designated) to exercise powers with respect to his
property or affairs, and in any such case the board resolves that
his office be vacated;
(vi) both he and his alternate director appointed pursuant to the
provisions of the articles (if any) are absent, without the
permission of the board, from board meetings for six consecutive
months and the board resolves that his office be vacated; or
(vii) he is removed from office by notice addressed to him at his
last-known address and signed by all his co-directors (without
prejudice to a claim for damages for breach of contract or
otherwise).
(B) A resolution of the board declaring a director to have vacated office
under the terms of this article is conclusive as to the fact and grounds
of vacation stated in the resolution.
(C) If the office of a director is vacated for any reason, he shall cease to
be a member of any committee of the board.
ALTERNATE DIRECTORS
77. APPOINTMENT
(A) A director (other than an alternate director) may by notice delivered to
the secretary at the office or tabled at a meeting of the board, or in any
other manner approved by the board, appoint as his alternate director:
(i) another director, or
(ii) another person approved by the board and willing to act.
No appointment of an alternate director who is not already a director
shall be effective until his consent to act as a director in the form
prescribed by the Acts has been received at the office or tabled at a
meeting of the board.
(B) An alternate director need not be a member and shall not be counted in
reckoning the number of directors for the purpose of article 69.
78. REVOCATION OF APPOINTMENT
A director may by notice delivered to the secretary at the office or
tabled at a meeting of the board revoke the appointment of his alternate
director and, subject to the provisions of article 82, appoint another
person in his place. If a director ceases to hold the office of director
or if he dies, the appointment of his alternate director automatically
ceases. If a director retires but is reappointed or deemed reappointed at
the meeting at which his retirement takes effect, a valid appointment of
an alternate director which was in force immediately before his retirement
continues to operate after his reappointment as if he has not retired. The
appointment of an alternate director ceases on the happening of an event
which, if he were a director otherwise appointed, would cause him to
vacate office.
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EXHIBIT 3.1
79. PARTICIPATION IN BOARD MEETINGS
An alternate director shall be, if he gives the Company an address in the
United Kingdom at which notices may be served on him, entitled to receive
notice of all meetings of the board and all committees of the board of
which his appointor is a member and, in the absence from those meetings of
his appointor, to attend and vote at the meetings and to exercise all the
powers, rights, duties and authorities of his appointor. A director acting
as alternate director has a separate vote at meetings of the board and
committees of the board for each director for whom he acts as alternate
director but he counts as only one for the purpose of determining whether
a quorum is present.
80. RESPONSIBILITY
A person acting as an alternate director shall be an officer of the
Company, shall alone be responsible to the Company for his acts and
defaults, and shall not be deemed to be the agent of his appointor.
REMUNERATION, EXPENSES AND PENSIONS
81. DIRECTORS' FEES
(A) Unless otherwise decided by the Company by ordinary resolution, the
Company shall pay to the directors (but not alternate directors) for their
services as directors such amount of aggregate fees as the board decides
(or such amount as the Company may by ordinary resolution decide). The
aggregate fees shall be divided among the directors in such proportions as
the board decides or, if no decision is made, equally. A fee payable to a
director pursuant to this article is distinct from any salary,
remuneration or other amount payable to him pursuant to other provisions
of the articles or otherwise and accrues from day to day.
(B) Subject to the Acts and to the articles, the board may arrange for part of
a fee payable to a director under this article to be provided in the form
of fully-paid shares in the capital of the Company. The amount of the fee
payable in this way shall be at the discretion of the board and shall be
applied in the purchase or subscription of shares on behalf of the
relevant director.
82. ADDITIONAL REMUNERATION
A director who, at the request of the board, goes or resides abroad, makes
a special journey or performs a special service on behalf of the Company
may be paid such reasonable additional remuneration (whether by way of
salary, percentage of profits or otherwise) and expenses as the board may
decide.
83. EXPENSES
A director is entitled to be repaid all reasonable travelling, hotel and
other expenses properly incurred by him in the performance of his duties
as director including, without limitation, expenses incurred in attending
meetings of the board or of
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EXHIBIT 3.1
committees of the board or general meetings or separate meetings of the
holders of a class of shares or debentures.
84. REMUNERATION AND EXPENSES OF ALTERNATE DIRECTORS
An alternate director is not entitled to a fee from the Company for his
services as an alternate director. The fee payable to an alternate
director is payable out of the fee payable to his appointor and consists
of such portion (if any) of the fee as he agrees with his appointor. The
Company shall, however, repay to an alternate director expenses incurred
by him in the performance of his duties if the Company would have been
required to repay the expenses to him under article 88 had he been a
director.
85. DIRECTORS' PENSIONS AND OTHER BENEFITS
(A) The board may exercise all the powers of the Company to provide pensions
or other retirement or superannuation benefits and to provide death or
disability benefits or other allowances or gratuities (by insurance or
otherwise) for a person who is or has at any time been a director of:
(i) the Company;
(ii) a company which is or was a subsidiary undertaking of the Company;
(iii) a company which is or was allied to or associated with the Company
or a subsidiary undertaking of the Company; or
(iv) a predecessor in business of the Company or of a subsidiary
undertaking of the Company,
(or, in each case, for any member of his family, including a spouse or
former spouse, or a person who is or was dependent on him). For this
purpose the board may establish, maintain, subscribe and contribute to any
scheme, trust or fund and pay premiums. The board may arrange for this to
be done by the Company alone or in conjunction with another person.
(B) A director or former director is entitled to receive and retain for his
own benefit a pension or other benefit provided under paragraph (A) and is
not obliged to account for it to the Company.
86. REMUNERATION OF EXECUTIVE DIRECTOR
The salary or other remuneration of a director appointed to hold
employment or executive office in accordance with the articles may be a
fixed sum of money, or wholly or in part governed by business done or
profits made, or as otherwise decided by the board, and may be in addition
to or instead of a fee payable to him for his services as director
pursuant to the articles.
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EXHIBIT 3.1
POWERS AND DUTIES OF THE BOARD
87. POWERS OF THE BOARD
Subject to the Acts, the memorandum of association of the Company and the
articles and to directions given by special resolution of the Company, the
business and affairs of the Company shall be managed by the board which
may exercise all the powers of the Company whether relating to the
management of the business or not. No alteration of the memorandum of
association or of the articles and no direction given by the Company shall
invalidate a prior act of the board which would have been valid if the
alteration had not been made or the direction had not been given. The
provisions of the articles giving specific powers to the board do not
limit the general powers given by this article.
88. POWERS OF DIRECTORS BEING LESS THAN MINIMUM REQUIRED NUMBER
If the number of directors is less than the minimum prescribed by the
articles or decided by the Company by ordinary resolution, the remaining
director or directors may act only for the purposes of appointing an
additional director or directors to make up that minimum or convening a
general meeting of the Company for the purpose of making such appointment.
If no director or directors is or are able or willing to act, two members
may convene a general meeting for the purpose of appointing directors. An
additional director appointed in this way holds office (subject to the
articles) only until the dissolution of the next annual general meeting
after his appointment unless he is reappointed during the meeting.
89. POWERS OF EXECUTIVE DIRECTORS
The board may delegate to a director holding executive office (including,
without limitation, a managing director) any of its powers, authorities
and discretions for such time and on such terms and conditions as it
thinks fit. In particular, without limitation, the board may grant the
power to sub-delegate, and may retain or exclude the right of the board to
exercise the delegated powers, authorities or discretions collaterally
with the director. The board may at any time revoke the delegation or
alter its terms and conditions.
90. DELEGATION TO COMMITTEES
The board may delegate any of its powers, authorities and discretions
(with power to sub-delegate) to a committee consisting of one or more
persons (whether a member or members of the board or not) as it thinks
fit. A committee may exercise its power to sub-delegate by sub-delegating
to any person or persons (whether or not a member or members of the board
or of the committee). The board may retain or exclude its right to
exercise the delegated powers, authorities or discretions collaterally
with the committee. The board may at any time revoke the delegation or
alter any terms and conditions or discharge the committee in whole or in
part. Where a provision of the articles refers to the exercise of a power,
authority or discretion by the board (including, without limitation, the
power to pay fees, remuneration, additional
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EXHIBIT 3.1
remuneration, expenses and pensions and other benefits pursuant to
articles 86 to 91 and that power, authority or discretion has been
delegated by the board to a committee, the provision shall be construed as
permitting the exercise of the power, authority or discretion by the
committee.
91. AGENTS
The board may by power of attorney or otherwise appoint a person to be the
agent of the Company and may delegate to that person any of its powers,
authorities and discretions for such purposes, for such time and on such
terms and conditions (including as to remuneration) as it thinks fit. In
particular, without limitation, the board may grant the power to
sub-delegate and may retain or exclude the right of the board to exercise
the delegated powers, authorities or discretions collaterally with the
agent. The board may at any time revoke or alter the terms and conditions
of the appointment or delegation.
92. ASSOCIATE DIRECTORS
The board may appoint a person (not being a director) to an office or
employment having a designation or title including the word "director" or
attach to an existing office or employment that designation or title and
may terminate the appointment or use of that designation or title. The
inclusion of the word "director" in the designation or title of an office
or employment does not imply that the person is, or is deemed to be, or is
empowered to act as, a director for any of the purposes of the Acts or the
articles.
93. EXERCISE OF VOTING POWERS
Subject to article 101, the board may exercise or cause to be exercised
the voting powers conferred by shares in the capital of another company
held or owned by the Company, or a power of appointment to be exercised by
the Company, in any manner it thinks fit (including the exercise of the
voting power or power of appointment in favour of the appointment of a
director as an officer or employee of that company or in favour of the
payment of remuneration to the officers or employees of that company).
94. PROVISION FOR EMPLOYEES
The board may exercise the powers conferred on the Company by the Acts to
make provision for the benefit of a person employed or formerly employed
by the Company or any of its subsidiary undertakings (or any member of his
family, including a spouse or former spouse, or any person who is or was
dependent on him) in connection with the cessation or the transfer to a
person of the whole or part of the undertaking of the Company or the
subsidiary undertaking.
95. REGISTERS
Subject to the Acts, the board may exercise the powers conferred on the
Company with regard to the keeping of an overseas, local or other register
and may make and vary regulations as it thinks fit concerning the keeping
of a register.
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EXHIBIT 3.1
96. BORROWING POWERS
The board may exercise all the powers of the Company to borrow money and
to mortgage or charge all or part of the undertaking, property and assets
(present or future) and uncalled capital of the Company and, subject to
the Acts, to issue debentures and other securities, whether outright or as
collateral security for a debt, liability or obligation of the Company or
of a third party.
97. REGISTER OF CHARGES
The Company shall keep a register of charges in accordance with the Acts
and the fee to be paid by a person other than a creditor or member for
each inspection of the register of charges is the maximum sum prescribed
by the Acts or, failing which, decided by the board.
98. DIRECTORS' INTERESTS
(A) Subject to the Acts and provided he has disclosed to the board the nature
and extent of any direct or indirect interest of his, a director,
notwithstanding his office:
(i) may enter into or otherwise be interested in a contract,
arrangement, transaction or proposal with the Company or in which
the Company is otherwise interested either in connection with his
tenure of an office or place of profit or as seller, buyer or
otherwise;
(ii) may hold another office or place of profit with the Company (except
that of auditor or auditor of a subsidiary of the Company) in
conjunction with the office of director and may act by himself or
through his firm in a professional capacity to the Company, and in
that case on such terms as to remuneration and otherwise as the
board may decide either in addition to or instead of remuneration
provided for by another article;
(iii) may be a director or other officer of, or employed by, or a party to
a contract, transaction, arrangement or proposal with or otherwise
interested in, a company promoted by the Company or in which the
Company is otherwise interested or as regards which the Company has
a power of appointment; and
(iv) is not liable to account to the Company for a profit, remuneration
or other benefit realised by such contract, arrangement,
transaction, proposal, office or employment and no such contract,
arrangement, transaction or proposal is avoided on the grounds of
any such interest or benefit.
(B) A director who, to his knowledge, is in any way (directly or indirectly)
interested in a contract, arrangement, transaction or proposal with the
Company shall declare the nature of his interest at the meeting of the
board at which the question of entering into the contract, arrangement,
transaction or proposal is first considered, if he knows his interest then
exists or, in any other case, at the first meeting of the board after he
knows that he is or has become interested. For the purposes of this
article:
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EXHIBIT 3.1
(i) a general notice given to the board by a director that he is to be
regarded as having an interest (of the nature and extent specified
in the notice) in a contract, transaction, arrangement or proposal
in which a specified person or class of persons is interested is a
sufficient disclosure under this article in relation to that
contract, transaction, arrangement or proposal; and
(ii) an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge is not treated as his
interest.
(C) A director may not vote on or be counted in the quorum in relation to a
resolution of the board or of a committee of the board concerning a
contract, arrangement, transaction or proposal to which the Company is or
is to be a party and in which he has an interest which is, to his
knowledge, a material interest (otherwise than by virtue of his interest
in shares or debentures or other securities of or otherwise in or through
the Company), but this prohibition does not apply to a resolution
concerning any of the following matters:
(i) the giving of a guarantee, security or indemnity in respect of money
lent or obligations incurred by him or any other person at the
request of or for the benefit of the Company or any of its
subsidiary undertakings;
(ii) the giving of a guarantee, security or indemnity in respect of a
debt or obligation of the Company or any of its subsidiary
undertakings for which he himself has assumed responsibility in
whole or in part, either alone or jointly with others, under a
guarantee or indemnity or by the giving of security;
(iii) a contract, arrangement, transaction or proposal concerning an offer
of shares, debentures or other securities of the Company or any of
its subsidiary undertakings for subscription or purchase, in which
offer he is or may be entitled to participate as a holder of
securities or in the underwriting or sub-underwriting of which he is
to participate;
(iv) a contract, arrangement, transaction or proposal to which the
Company is or is to be a party concerning another company (including
a subsidiary undertaking of the Company) in which he is interested
(directly or indirectly) whether as an officer, shareholder,
creditor or otherwise (a "RELEVANT COMPANY"), if he does not to his
knowledge hold an interest in shares (as that term is used in
sections 198 to 211 of the Act) representing one per cent. or more
of either any class of the equity share capital of or the voting
rights in the relevant company;
(v) a contract, arrangement, transaction or proposal for the benefit of
the employees of the Company or any of its subsidiary undertakings
(including any pension fund or retirement, death or disability
scheme) which does not award him a privilege or benefit not
generally awarded to the employees to whom it relates; and
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EXHIBIT 3.1
(vi) a contract, arrangement, transaction or proposal concerning the
purchase or maintenance of any insurance policy under which he may
benefit.
(D) A director may not vote on or be counted in the quorum in relation to a
resolution of the board or committee of the board concerning his own
appointment (including, without limitation, fixing or varying the terms of
his appointment or its termination) as the holder of an office or place of
profit with the Company or any company in which the Company is interested.
Where proposals are under consideration concerning the appointment
(including, without limitation, fixing or varying the terms of appointment
or its termination) of two or more directors to offices or places of
profit with the Company or a company in which the Company is interested,
such proposals shall be divided and a separate resolution considered in
relation to each director. In that case each of the directors concerned
(if not otherwise debarred from voting under this article) is entitled to
vote (and be counted in the quorum) in respect of each resolution except
that concerning his own appointment.
(E) If a question arises at a meeting as to the materiality of a director's
interest (other than the interest of the chairman of the meeting) or as to
the entitlement of a director (other than the chairman) to vote or be
counted in a quorum and the question is not resolved by his voluntarily
agreeing to abstain from voting or being counted in the quorum, the
question shall be referred to the chairman and his ruling in relation to
the director concerned is conclusive and binding on all concerned.
(F) If a question arises at a meeting as to the materiality of the interest of
the chairman of the meeting or as to the entitlement of the chairman to
vote or be counted in a quorum and the question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in the
quorum, the question shall be decided by resolution of the directors or
committee members present at the meeting (excluding the chairman) whose
majority vote is conclusive and binding on all concerned.
(G) For the purposes of this article, the interest of a person who is for the
purposes of the Acts connected with (within the meaning of section 346 of
the Act) a director is treated as the interest of the director and, in
relation to an alternate director, the interest of his appointor is
treated as the interest of the alternate director in addition to an
interest which the alternate director otherwise has. This article applies
to an alternate director as if he were a director otherwise appointed.
(H) Subject to the Acts, the Company may by ordinary resolution suspend or
relax the provisions of this article to any extent or ratify any contract
not properly authorised by reason of a contravention of this article.
PROCEEDINGS OF DIRECTORS AND COMMITTEES
99. BOARD MEETINGS
Subject to the articles, the board may meet for the despatch of business,
adjourn and otherwise regulate its proceedings as it thinks fit.
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EXHIBIT 3.1
100. NOTICE OF BOARD MEETINGS
A director may, and the secretary at the request of a director shall,
summon a board meeting at any time. Notice of a board meeting is deemed to
be duly 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 another
address given by him to the Company for that purpose. A director may waive
the requirement that notice be given to him of a board meeting, either
prospectively or retrospectively. A director absent or intending to be
absent from the United Kingdom may request that notices of board meetings
during his absence be sent in writing to him at an address given by him to
the Company for that purpose. If no request is made (and/or if no such
non-United Kingdom address is given) it is not necessary to give notice of
a board meeting to a director who is absent from the United Kingdom.
101. QUORUM
The quorum necessary for the transaction of business may be decided by the
board and until otherwise decided is two directors present in person or by
alternate director. A duly convened meeting of the board at which a quorum
is present is competent to exercise all or any of the authorities, powers
and discretions vested in or exercisable by the board.
102. CHAIRMAN OF BOARD
The board may appoint one of its body as chairman to preside at every
board meeting at which he is present and one or more deputy chairman or
chairmen and decide the period for which he is or they are to hold office
(and may at any time remove him or them from office). If no chairman or
deputy chairman is elected, or if at a meeting neither the chairman nor a
deputy chairman is present within five minutes of the time fixed for the
start of the meeting, the directors and alternate directors (in the
absence of their appointors) present shall choose one of their number to
be chairman. If two or more deputy chairmen are present, the senior of
them shall act as chairman, seniority being determined by length of office
since their last appointment or reappointment or deemed reappointment. As
between two or more who have held office for an equal length of time, the
deputy chairman to act as chairman shall be decided by those directors and
alternate directors (in the absence of their appointors) present. A
chairman or deputy chairman may hold executive office or employment with
the Company.
103. VOTING
Questions arising at a meeting of the board are determined by a majority
of votes. In case of an equality of votes the chairman has a second or
casting vote.
104. PARTICIPATION BY TELEPHONE
A director or his alternate director may participate in a meeting of the
board or a committee of the board through the medium of conference
telephone or similar form of communication equipment if all persons
participating in the meeting are able to hear
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EXHIBIT 3.1
and speak to each other throughout the meeting. A person participating in
this way is deemed to be present in person at the meeting and is counted
in a quorum and entitled to vote. Subject to the Acts, all business
transacted in this way by the board or a committee of the board is for the
purposes of the articles deemed to be validly and effectively transacted
at a meeting of the board or a committee of the board although fewer than
two directors or alternate directors are physically present at the same
place. The meeting is 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.
105. RESOLUTION IN WRITING
A resolution in writing executed by all directors for the time being
entitled to receive notice of a board meeting and not being less than a
quorum or by all members of a committee of the board is as valid and
effective for all purposes as a resolution passed at a meeting of the
board (or committee, as the case may be). The resolution in writing may
consist of several documents in the same form each executed by one or more
of the directors or members of the relevant committee. The resolution in
writing need not be signed by an alternate director if it is signed by his
appointor and a resolution signed by an alternate director need not be
signed by his appointor.
106. PROCEEDINGS OF COMMITTEES
(A) Proceedings of any committee of the board consisting of two or more
members shall be conducted in accordance with terms prescribed by the
board (if any). Subject to those terms paragraph (B) of this and article,
proceedings shall be conducted in accordance with applicable provisions of
the articles regulating the proceedings of the board.
(B) Where the board resolves to delegate any of its powers, authorities and
discretions to a committee and that resolution states that the committee
shall consist of any one or more unnamed directors, it is not necessary to
give notice of a meeting of that committee to directors other than the
director or directors who form the committee.
107. MINUTES OF PROCEEDINGS
(A) The board shall cause minutes to be made in books kept for the purpose of:
(i) all appointments of officers and committees made by the board and of
any remuneration fixed by the board; and
(ii) the names of directors present at every meeting of the board,
committees of the board, meetings of the Company or meetings of the
holders of a class of shares or debentures, and all orders,
resolutions and proceedings of such meetings.
(B) If purporting to be signed by the chairman of the meeting at which the
proceedings were held or by the chairman of the next succeeding meeting,
minutes are receivable as prima facie evidence of the matters stated in
them.
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EXHIBIT 3.1
108. VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE
All acts done by a meeting of the board, or of a committee of the board,
or by a person acting as a director, alternate director or member of a
committee are, notwithstanding that it is afterwards discovered that there
was a defect in the appointment of a person or persons acting, or that
they or any of them were or was disqualified from holding office or not
entitled to vote, or had in any way vacated their or his office, as valid
as if every such person had been duly appointed, and was duly qualified
and had continued to be a director, alternate director or member of a
committee and entitled to vote.
SECRETARY AND AUTHENTICATION OF DOCUMENTS
109. SECRETARY
(A) Subject to the Acts, the board shall appoint a secretary or joint
secretaries and may appoint one or more persons to be an assistant or
deputy secretary on such terms and conditions (including, without
limitation, remuneration) as it thinks fit. The board may remove a person
appointed pursuant to this article from office and appoint another or
others in his place.
(B) Any provision of the Acts or of the articles requiring or authorising a
thing to be done by or to a director and the secretary is not satisfied by
its being done by or to the same person acting both as director and as, or
in the place of, the secretary.
110. AUTHENTICATION OF DOCUMENTS
A director or the secretary or another person appointed by the board for
the purpose may authenticate documents affecting the constitution of the
Company (including, without limitation, the memorandum of association and
the articles) and resolutions passed by the Company or holders of a class
of shares or the board or a committee of the board and books, records,
documents and accounts relating to the business of the Company, and to
certify copies or extracts as true copies or extracts.
SEALS
111. SAFE CUSTODY
The board shall provide for the safe custody of every seal.
112. APPLICATION OF SEALS
A seal may be used only by the authority of a resolution of the board or
of a committee of the board. The board may decide who will sign an
instrument to which a seal is affixed (or, in the case of a share
certificate, on which the seal may be printed) either generally or in
relation to a particular instrument or type of instrument. The board may
also decide, either generally or in a particular case, that a signature
may be dispensed with or affixed by mechanical means. Unless otherwise
decided by the board:
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EXHIBIT 3.1
(i) share certificates and certificates issued in respect of debentures
or other securities (subject to the provisions of the relevant
instrument) need not be signed or, if signed, a signature may be
applied by mechanical or other means or may be printed; and
(ii) every other instrument to which a seal is affixed shall be signed by
one director and by the secretary or a second director.
113. OFFICIAL SEAL FOR USE ABROAD
The Company may exercise the powers conferred by the Acts with regard to
having an official seal for use abroad, and those powers shall be vested
in the board.
DIVIDENDS AND OTHER PAYMENTS
114. DECLARATION OF DIVIDENDS
Subject to the Acts and the articles, the Company may by ordinary
resolution declare a dividend to be paid to the members according to
their respective rights and interests, but no dividend may exceed the
amount recommended by the board.
115. INTERIM DIVIDENDS
Subject to the Acts, the board may declare and pay such interim dividends
(including, without limitation, a dividend payable at a fixed rate) as
appear to it to be justified by the profits of the Company available for
distribution. No interim dividend shall be declared or paid on shares
which do not confer preferred rights with regard to dividend if at the
time of declaration, any dividend on shares which do confer a right to a
preferred dividend is in arrear. If the board acts in good faith, it does
not incur any liability to the holders of shares conferring preferred
rights for a loss they may suffer by the lawful payment of an interim
dividend on shares ranking after those with preferred rights.
116. ENTITLEMENT TO DIVIDENDS
(A) Except as otherwise provided by the rights attached to, or the terms of
issue of shares:
(i) a dividend shall be declared and paid according to the amounts paid
up on the shares in respect of which the dividend is declared and
paid, but no amount paid up on a share in advance of a call may be
treated for the purpose of this article as paid up on the share; and
(ii) dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of the
period in respect of which the dividend is paid.
(B) Except as otherwise provided by the rights attached to shares, dividends
may be declared or paid in any currency. The board may agree with any
member that dividends which may at any time or from time to time be
declared or become due on his shares in one currency shall be paid or
satisfied in another, and may agree the basis
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EXHIBIT 3.1
of conversion to be applied and how and when the amount to be paid in the
other currency shall be calculated and paid and for the Company or any
other person to bear any costs involved.
117. METHOD OF PAYMENT
(A) The Company may pay any dividend, interest or other amount payable in
respect of a share:
(i) in cash;
(ii) by cheque, warrant or money order made payable to or to the order of
the person entitled to the payment (and may, at the Company's
option, be crossed "account payee" where appropriate);
(iii) by a bank or other funds transfer system to an account designated in
writing by the person entitled to the payment; or
(iv) by such other method as the person entitled to the payment may in
writing direct.
(B) The Company may send a cheque, warrant or money order by post (i) in the
case of a sole holder, to his registered address; (ii) in the case of
joint holders, to the registered address of the person whose name stands
first in the register, (iii) in the case of a person or persons entitled
by transmission to a share, as if it were a notice given in accordance
with article 138; or (iv) in any case, to a person and address that the
person or persons entitled to the payment may in writing direct.
(C) Where a share is held jointly or two or more persons are jointly entitled
by transmission to a share; (i) the Company may pay any dividend, interest
or other amount payable in respect of that share to any one joint holder,
or any one person entitled by transmission to the share and in either case
that holder or person may give an effective receipt for the payment; and
(ii) for any of the purposes of this article 122, the Company may rely in
relation to a share on the written direction or designation of any one
joint holder of the share, or any one person entitled by transmission to
the share.
(D) Every cheque, warrant or money order sent by post is sent at the risk of
the person entitled to the payment. If payment is made by bank or other
funds transfer, by means of a relevant system or by another method at the
direction of the person entitled to payment, the Company is not
responsible for amounts lost or delayed in the course of making that
payment.
(E) Without prejudice to article 68, the board may withhold payment of a
dividend (or part of a dividend) payable to a person entitled by
transmission to a share until he has provided such evidence of his right
as the board may reasonably require.
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EXHIBIT 3.1
118. DIVIDENDS NOT TO BEAR INTEREST
No dividend or other amount payable by the Company in respect of a share
bears interest as against the Company unless otherwise provided by the
rights attached to the share.
119. CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS ETC.
The board may deduct from a dividend or other amounts payable to a person
in respect of a share amounts due from him to the Company on account of a
call or otherwise in relation to a share.
120. UNCLAIMED DIVIDENDS ETC.
Any unclaimed dividend, interest or other amount payable by the Company in
respect of a share may be invested or otherwise made use of by the board
for the benefit of the Company until claimed. A dividend unclaimed for a
period of 12 years from the date it was declared or became due for payment
is forfeited and ceases to remain owing by the Company. The payment of an
unclaimed dividend, interest or other amount payable by the Company in
respect of a share into a separate account does not constitute the Company
a trustee in respect of it.
121. UNCASHED DIVIDENDS
If, in respect of a dividend or other amount payable in respect of a
share, on any one occasion:
(i) a cheque, warrant or money order is returned undelivered or left
uncashed, or
(ii) a transfer made by a bank or other funds transfer system is not
accepted,
and reasonable enquiries have failed to establish another address or
account of the person entitled to the payment, the Company is not obliged
to send or transfer a dividend or other amount payable in respect of that
share to that person until he notifies the Company of an address or
account to be used for that purpose. If the cheque, warrant or money order
is returned undelivered or left uncashed or transfer not accepted on two
consecutive occasions, the Company may exercise this power without making
any such enquiries.
122. PAYMENT OF DIVIDENDS IN SPECIE
Without prejudice to article 68, the board may, with the prior authority
of an ordinary resolution of the Company, direct that payment of a
dividend may be satisfied wholly or in part by the distribution of
specific assets and in particular of paid-up shares or debentures of
another company. Where a difficulty arises in connection with the
distribution, the board may settle it as it thinks fit and in particular,
without limitation, may: (i) issue fractional certificates (or ignore
fractions), (ii) fix the value for distribution of the specific assets (or
any part of them), (iii) decide that a cash payment be made to a member on
the basis of the value so fixed, in order to secure equality of
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EXHIBIT 3.1
distribution, and (iv) vest assets in trustees on trust for the persons
entitled to the dividend as seems expedient to the board.
123. PAYMENT OF SCRIP DIVIDENDS
(A) Subject to the Acts, but without prejudice to article 68, the board may,
with the prior authority of an ordinary resolution of the Company, allot
to those holders of a particular class of shares who have elected to
receive them further shares of that class or ordinary shares in either
case credited as fully paid ("NEW SHARES") instead of cash in respect of
all or part of a dividend or dividends specified by the resolution,
subject to any exclusions, restrictions or other arrangements the board
may in its absolute discretion deem necessary or expedient to deal with
legal or practical problems under the laws of, or the requirements of a
recognised regulatory body or a stock exchange in, any territory.
(B) Where a resolution under article 128(A) is to be proposed at a general
meeting and the resolution relates in whole or in part to a dividend to be
declared at that meeting, then the resolution declaring the dividend is
deemed to take effect at the end of that meeting.
(C) A resolution under article 128(A) may relate to a particular dividend or
to all or any dividends declared or paid within a specified period, but
that period may not end later than the beginning of the fifth annual
general meeting following the date of the meeting at which the resolution
is passed.
(D) The board shall determine the basis of allotment of new shares so that, as
nearly as may be considered convenient without involving rounding up of
fractions, the value of the new shares (including a fractional
entitlement) to be allotted (calculated by reference to the average
quotation, or the nominal value of the new shares, if greater) equals
(disregarding an associated tax credit) the amount of the dividend which
would otherwise have been received by the holder (the "RELEVANT
DIVIDEND"). For this purpose the "AVERAGE QUOTATION" of each of the new
shares is or shall be as determined by or in accordance with the
resolution under article 128(A). A certificate or report by the auditors
as to the value of the new shares to be allotted in respect of any
dividend shall be conclusive evidence of that amount.
(E) The board may make any provision it considers appropriate in relation to
an allotment made or to be made pursuant to this article (whether before
or after the passing of the resolution under article 128(A)), including,
without limitation:
(i) the giving of notice to holders of the right of election offered to
them;
(ii) the provision of forms of election (whether in respect of a
particular dividend or dividends generally);
(iii) determination of the procedure for making and revoking elections;
(iv) the place at which, and the latest time by which, forms of election
and other relevant documents must be lodged in order to be
effective; and
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EXHIBIT 3.1
(v) the disregarding or rounding up or down or carrying forward of
fractional entitlements, in whole or in part, or the accrual of the
benefit of fractional entitlements to the Company (rather than to
the holders concerned).
(F) The dividend (or that part of the dividend in respect of which a right of
election has been offered) is not declared or payable on shares in respect
of which an election has been duly made (the "ELECTED SHARES"); instead
new shares are allotted to the holders of the elected shares on the basis
of allotment calculated as in paragraph (D). For that purpose, the board
may resolve to capitalise out of amounts standing to the credit of
reserves (including a share premium account, capital redemption reserve
and profit and loss account), whether or not available for distribution, a
sum equal to the aggregate nominal amount of the new shares to be allotted
and apply it in paying up in full the appropriate number of new shares for
allotment and distribution to the holders of the elected shares. A
resolution of the board capitalising part of the reserves has the same
effect as if the board had resolved to effect the capitalisation with the
authority of an ordinary resolution of the Company pursuant to article
129. In relation to the capitalisation the board may exercise all the
powers conferred on it by article 129 without an ordinary resolution of
the Company.
(G) The new shares rank pari passu in all respects with each other and with
the fully-paid shares of the same class in issue on the record date for
the dividend in respect of which the right of election has been offered,
but they will not rank for a dividend or other distribution or entitlement
which has been declared or paid by reference to that record date.
124. CAPITALISATION OF PROFITS
Subject to the Acts, the board may, with the authority of an ordinary
resolution of the Company:
(i) resolve to capitalise an amount standing to the credit of reserves
(including a share premium account, capital redemption reserve and
profit and loss account), whether or not available for distribution;
(ii) appropriate the sum resolved to be capitalised to the members in
proportion to the nominal amount of ordinary shares (whether or not
fully paid) held by them respectively and apply that sum on their
behalf in or towards:
(a) paying up the amounts (if any) for the time being unpaid on
shares held by them respectively, or
(b) paying up in full unissued shares or debentures of a nominal
amount equal to that sum,
and allot the shares or debentures, credited as fully paid, to the
members (or as they may direct) in those proportions, or partly in
one way and partly in the other, but the share premium account, the
capital redemption reserve and profits which are not available for
distribution may, for the purposes of this
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EXHIBIT 3.1
article, only be applied in paying up unissued shares to be allotted
to members credited as fully paid;
(iii) make any arrangements it thinks fit to resolve a difficulty arising
in the distribution of a capitalised reserve and in particular,
without limitation, where shares or debentures become distributable
in fractions the board may deal with the fractions as it thinks fit,
including issuing fractional certificates, disregarding fractions or
selling shares or debentures representing the fractions to a person
for the best price reasonably obtainable and distributing the net
proceeds of the sale in due proportion amongst the members (except
that if the amount due to a member is less than (pound)3, or such
other sum as the board may decide, the sum may be retained for the
benefit of the Company);
(iv) authorise a person to enter (on behalf of all the members concerned)
an agreement with the Company providing for either:
(a) the allotment to the members respectively, credited as fully
paid, of shares or debentures to which they may be entitled on
the capitalisation, or
(b) the payment by the Company on behalf of the members (by the
application of their respective proportions of the reserves
resolved to be capitalised) of the amounts or part of the
amounts remaining unpaid on their existing shares,
an agreement made under the authority being effective and binding on
all those members; and
(v) generally do all acts and things required to give effect to the
resolution.
125. RECORD DATES
Notwithstanding any other provision of the articles, but subject to the
Acts and rights attached to shares, the Company or the board may fix any
date as the record date for a dividend, distribution, allotment or issue.
The record date may be on or at any time before or after a date on which
the dividend, distribution, allotment or issue is declared, made or paid.
ACCOUNTS
126. KEEPING AND INSPECTION OF ACCOUNTS
(A) The board shall ensure that accounting records are kept in accordance with
the Acts.
(B) The accounting records shall be kept at the office or, subject to the
Acts, at another place decided by the board and shall be available during
business hours for the inspection of the directors and other officers. No
member (other than a director or other officer) has the right to inspect
an accounting record or other document except if that right is conferred
by the Acts or he is authorised by the board or by an ordinary resolution
of the Company.
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EXHIBIT 3.1
127. ACCOUNTS TO BE SENT TO MEMBERS ETC.
(A) In respect of each financial year, a copy of the Company's annual
accounts, directors' report and auditors' report on those accounts shall
be sent by post or delivered to:
(i) every member (whether or not entitled to receive notices of general
meetings),
(ii) every holder of debentures (whether or not entitled to receive
notices of general meetings), and
(iii) every other person who is entitled to receive notices of general
meetings,
not less than 21 clear days before the date of the meeting at which copies
of those documents are to be laid in accordance with the Acts. This
article does not require copies of the documents to which it applies to be
sent or delivered to:
(a) a member or holder of debentures of whose address the Company is
unaware, or
(b) more than one of the joint holders of shares or debentures.
(B) Where permitted by the Acts, a summary financial statement derived from
the Company's annual accounts and the directors' report and auditors'
report in the form and containing the information prescribed by the Acts
may be sent or delivered to a person so electing in place of the documents
required to be sent or delivered by article 132(A).
NOTICES
128. NOTICES TO BE IN WRITING OR IN ELECTRONIC COMMUNICATION
A notice to be given to or by a person pursuant to the articles (other
than a notice convening a meeting of the board or a committee of the
board) shall be in writing or in an electronic communication and sent or
delivered to an address for the time being notified for that purpose to
the person giving the notice.
129. SERVICE OF NOTICES AND OTHER DOCUMENTS ON MEMBERS
(A) A notice or other document may be given to a member by the Company:
(i) personally; or
(ii) by sending it by post in a pre-paid envelope addressed to the member
at his registered address;
(iii) or by leaving it at that address (or at another address notified for
the purpose) in an envelope addressed to the member; or
(iv) by giving it by electronic communication to an address for the time
being notified to the Company by the member for that purpose; or
(v) by any other means authorised in writing by the member concerned.
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EXHIBIT 3.1
(B) A notice of general meeting may, instead of being sent to the member in
any of the ways specified in paragraph (A) above, be given to a member by
the Company by publishing the notice on a web site, provided that the
following conditions are met:
(i) the member and the Company have agreed that notices of general
meetings may be accessed by the member on a web site instead of
being sent to the member in one of the ways specified in paragraph
(A) above; and
(ii) the member is given a notification, in the manner agreed for the
time being between the member and the Company, containing the
following information:
(a) the fact that the notice has been published on the web site;
(b) the address of the web site;
(c) the place on the web site where the notice may be accessed and
how it may be accessed;
(d) a statement that it concerns a notice of general meeting
served in accordance with the Act;
(e) the place, date and time of the general meeting; and
(f) whether the general meeting is to be an annual or
extraordinary general meeting.
(C) A notice given under this paragraph (B) is deemed to be given at the time
of the notification under sub-paragraph (B)(ii).
(D) In the case of joint holders of a share, a notice or other document shall
be given to whichever of them is named first in the register in respect of
the joint holding and notice given in this way is sufficient notice to all
joint holders.
(E) If a member (or, in the case of joint holders, the person first named in
the register) has a registered address outside the United Kingdom but has
notified the Company of an address in the United Kingdom at which notices
or other documents may be given to him, he is entitled to have notices
given to him at that address, but otherwise no such member or person is
entitled to receive a notice or other document from the Company.
130. NOTICE BY ADVERTISEMENT
If by reason of the suspension or curtailment of postal services in the
United Kingdom the Company is unable effectively to convene a general
meeting by notices sent by post to those members who have not notified an
address for electronic communications pursuant to article 134(A)(iv), the
board may, in its absolute discretion and as an alternative to any other
method of service permitted by the articles, resolve to convene a general
meeting by a notice advertised in at least one United Kingdom national
newspaper. In this case the Company shall send confirmatory copies of the
notice by post if at least seven clear days before the meeting the posting
of notices to addresses throughout the United Kingdom again becomes
practicable.
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EXHIBIT 3.1
131. EVIDENCE OF SERVICE
(A) A notice or other document addressed to a member at his registered address
or address for service in the United Kingdom is, if sent by post, deemed
to be given within 24 hours if pre-paid as first class post and within 48
hours if pre-paid as second class post after it has been posted, and in
proving service it is sufficient to prove that the envelope containing the
notice or document was properly addressed, pre-paid and posted.
(B) Proof that a notice contained in an electronic communication was sent in
accordance with guidance issued by the Institute of Chartered Secretaries
and Administrators shall be conclusive evidence that the notice was given.
(C) A notice contained in an electronic communication sent in accordance with
the articles other than a notice given under article 134(B) (to which the
provisions of that article apply) is deemed to be given at the expiration
of 48 hours after the time it was sent.
(D) A notice or document not sent by post but left at a registered address or
address for service in the United Kingdom is deemed to be given on the day
it is left.
(E) Where notice is given by newspaper advertisement, the notice is deemed to
be given to all members and other persons entitled to receive it at noon
on the day when the advertisement appears or, where notice is given by
more than one advertisement and the advertisements appear on different
days, at noon on the last of the days when the advertisements appear.
(F) A notice or other document served or delivered by the Company by any other
means authorised in writing by the member concerned is deemed to be served
when the Company has taken the action it has been authorised to take for
that purpose.
(G) A member present in person or by proxy at a meeting or of the holders of a
class of shares is deemed to have received due notice of the meeting and,
where required, of the purposes for which it was called.
132. NOTICE BINDING ON TRANSFEREES ETC.
A person who becomes entitled to a share by transmission, transfer or
otherwise is bound by a notice in respect of that share (other than a
notice served by the Company under section 212 of the Act) which, before
his name is entered in the register, has been properly served on a person
from whom he derives his title.
133. NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION
Where a person is entitled by transmission to a share, the Company may
give a notice or other document to that person as if he were the holder of
a share by addressing it to him by name or by the title of representative
of the deceased or trustee of the bankrupt member (or by similar
designation) at an address in the United Kingdom supplied for that purpose
by the person claiming to be entitled by transmission. Until an address
has been supplied, a notice or other document may be given in any manner
in which it
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EXHIBIT 3.1
might have been given if the death or bankruptcy or other event had not
occurred. The giving of notice in accordance with this article is
sufficient notice to any other person interested in the share.
MISCELLANEOUS
134. DESTRUCTION OF DOCUMENTS
(A) The Company may destroy:
(i) a share certificate which has been cancelled at any time after one
year from the date of cancellation;
(ii) a mandate for the payment of dividends or other amounts or a
variation or cancellation of a mandate or a notification of change
of name or address at any time after two years from the date the
mandate, variation, cancellation or notification was recorded by the
Company;
(iii) an instrument of transfer of shares (including a document
constituting the renunciation of an allotment of shares) which has
been registered at any time after six years from the date of
registration; and
(iv) any other document on the basis of which any entry in the register
is made at any time after six years from the date an entry in the
register was first made in respect of it.
(B) It is presumed conclusively in favour of the Company that every share
certificate destroyed was a valid certificate validly cancelled, that
every instrument of transfer destroyed was a valid and effective
instrument duly and properly registered and that every other document
destroyed was a valid and effective document in accordance with the
recorded particulars in the books or records of the Company, but:
(i) the provisions of this article apply only to the destruction of a
document in good faith and without express notice to the Company
that the preservation of the document is relevant to a claim;
(ii) nothing contained in this article imposes on the Company liability
in respect of the destruction of a document earlier than provided
for in this article or in any case where the conditions of this
article are not fulfilled; and
(iii) references in this article to the destruction of a document include
reference to its disposal in any manner.
135. WINDING UP
On a voluntary winding up of the company the liquidator may, on obtaining
any sanction required by law, divide among the members in kind the whole
or any part of the assets of the company, whether or not the assets
consist of property of one kind or of different kinds, and vest the whole
or any part of the assets in trustees upon such trusts for the benefit of
the members as he, with the like sanction, shall determine.
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EXHIBIT 3.1
For this purpose the liquidator may set the value he deems fair on a class
or classes of property, and may determine on the basis of that valuation
and in accordance with the then existing rights of members how the
division is to be carried out between members or classes of members. The
liquidator may not, however, distribute to a member without his consent an
asset to which there is attached a liability or potential liability for
the owner.
136. INDEMNITY OF OFFICERS AND POWER TO PURCHASE INSURANCE
(A) Subject to the Acts, but without prejudice to an indemnity to which he may
otherwise be entitled, every person who is or was a director, alternate
director or secretary of the Company shall be and shall be kept
indemnified out of the assets of the Company against all costs, charges,
losses and liabilities incurred by him in the proper execution of his
duties or the proper exercise of his powers, authorities and discretions
including, without limitation, a liability incurred:
(i) defending proceedings (whether civil or criminal) in which judgment
is given in his favour or in which he is acquitted, or which are
otherwise disposed of without a finding or admission of material
breach of duty on his part, or
(ii) in connection with any application in which relief is granted to him
by the court from liability for negligence, default, breach of duty
or breach of trust in relation to the affairs of the Company.
(B) Subject to the Acts, the board may exercise all the powers of the Company
to purchase and maintain insurance for the benefit of a person who is or
was:
(i) a director, alternate director, secretary or auditor of the Company
or of a company which is or was a subsidiary undertaking of the
Company or in which the Company has or had an interest (whether
direct or indirect); or
(ii) trustee of a retirement benefits scheme or other trust in which a
person referred to in article 141(B)(i) is or has been interested,
indemnifying him against liability for negligence, default, breach of duty
or breach of trust or other liability which may lawfully be insured
against by the Company.
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EXHIBIT 3.1
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NAMES AND ADDRESSES OF SUBSCRIBERS
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LUCY QUIRKE
For and on behalf of
Clifford Chance Nominees Limited
10 Upper Bank Street
London E14 5JJ
REMI LADEGA
For and on behalf of
Clifford Chance Secretaries Limited
10 Upper Bank Street
London E14 5JJ
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DATED this day of May 2004.
WITNESS to the above signatures:
DENISE WEST
10 Upper Bank Street
London E14 5JJ
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