EXHIBIT 3.2
Company No. 2530163
THE COMPANIES ACTS 1985 AND 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
BARCLAYCARD FUNDING PLC
INCORPORATED 13 AUGUST 1990
THE COMPANIES ACTS 1985 AND 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
BARCLAYCARD FUNDING PLC1
1. The Company's name is "BARCLAYCARD FUNDING PLC".
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
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
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1 Incorporated with limited liability on 13 August 1990 as Barshelfco (No. 28)
Limited. By special resolutions passed on 8 October 1999, a new Memorandum of
Association was adopted, and it was resolved to reregister the Company as a
public limited company and to change the Company name to "BARCLAYCARD FUNDING
PLC"
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securities issued or guaranteed by a body corporate constituted or
carrying on business in any part of the world or by any 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,
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 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
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
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,
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
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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,
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
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 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
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 and
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.
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(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, and 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.
(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
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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 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 and otherwise deal with all or any part
of the property and 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
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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, 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.
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(FF) To amalgamate with any other person and to procure the Company to be
registered or recognised in any part of the world.
(GG) Subject to the Act, to give (whether directly or indirectly) any kind
of financial assistance (as defined in section 152(1)(a) of the Act)
for any purpose specified in section 151(1) or section 151(2) of the
Act.
(HH) 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.
(II) 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.
(JJ) 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.
(KK) 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;
(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.
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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 each2.
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2 By special resolutions passed on 8 October 1999, new Articles of Association
were adopted and the Company's share capital was divided into 37,500 A
Ordinary Shares of (pound)1 each and 12,500 B OrdInary Shares of (pound)1
each.
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