Exhibit 3.1
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
of
TILTVALE PLC
1. The Company's name is "TILTVALE 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 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 of every description, lightermen
and carriers of goods and passengers by road, rail, water or air,
forwarding transport and commission agents, customs agents, stevedores,
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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 Company. To lend money to,
guarantee the contracts of, and otherwise assist that
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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
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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 or otherwise
deal with ail 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.
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(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.
(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
/s/ Lucy Quirke
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LUCY QUIRKE ONE
For and on behalf of
Clifford Chance Nominees Limited
10 Upper Bank Street
London E14 5JJ
/s/ April Stanfield
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APRIL STANFIELD ONE
For and on behalf of
Clifford Chance Secretaries Limited
10 Upper Bank Street
London E14 5Jj
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DATED the 6 day of April 2005.
WITNESS to the above signatures:
DENISE WEST
10 Upper Bank Street /s/ Denise West
London E14 5JJ ----------------------------
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[GRAPHIC OMITTED]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
COMPANY NO. 5419524
The Registrar of Companies for England and Wales hereby certifies that
TILTVALEPLC
having by special resolution changed its name, is now incorporated under the
name of
GRACECHURCH CARD FUNDING (N0.8) PLC
Given at Companies House, London, the 23rd May 2005
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
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Company Number: 5419524
THE COMPANIES ACTS 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
GRACECHURCH CARD FUNDING (NO.8) PLC *
(adopted by Written Resolution passed on 20 May 2005)
1. PRELIMINARY
1.1 The regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the
Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No.
1052) and as further amended by The Companies Act 1985 (Electronic
Communications) Order 2000 (SI 2000 No. 3373) (such Table being
hereinafter called "Table A") shall apply to the Company save in so far
as they are excluded or varied hereby and such regulations (save as so
excluded or varied) and the Articles hereinafter contained shall be the
Articles of Association of the Company.
1.2 In these Articles the expression "the Act" means the Companies Act 1985,
but so that any reference in these Articles to any provision of the Act
shall be deemed to include a reference to any statutory modification or
re-enactment of that provision for the time being in force.
2. ALLOTMENT OF SHARES
2.1 Shares which are comprised in the authorised but unissued share capital
of the Company shall be under the control of the directors who may
(subject to the provisions of the statutes, section 80 of the Act and to
articles 2.2 and 2.3 below) allot, grant options over or otherwise
dispose of the same, to such persons, on such terms and in such manner
as they think fit.
2.2 Subject to the provisions of the statutes, the directors are generally
and unconditionally authorised for the purposes of section 80 of the Act
to exercise any power of the Company to allot and grant rights to
subscribe for or convert securities into shares of the Company up to the
amount of the authorised share capital at the date of adoption of these
articles of association at any time or times during the period of five
years from the date of adoption of these articles of association and the
directors may, after that period, allot any shares or grant any such
rights under this authority in pursuance of an offer or agreement so to
do made by the Company within that period. The authority hereby given
may at any time (subject to the said section 80) be renewed, revoked or
varied by ordinary resolution.
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2.3 The directors have general power, pursuant to section 95 of the Act, to
allot equity securities for cash pursuant to the general authority
conferred by article 2.2, as if section 89(1) of the Act does not apply
to that allotment, during the period of five years from the date of
adoption of these articles of association. This power is limited to:-
2.3.1 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 directors having the right to
make such exclusions or other arrangements in connection with
that offering as they deem necessary or expedient:
a) to deal with equity securities representing fractional
entitlements; and
b) to deal with legal or practical problems arising in any
overseas territory or by virtue of shares being
represented by depository receipts, the requirements of
any regulatory body or stock exchange, or any other
matter whatsoever; and
2.3.2 allotments of equity securities for cash other than pursuant to
paragraph 2.3.1 up to an aggregate nominal amount equal to the
amount of the authorised share capital at the date of adoption
of these articles of association.
The authority hereby given may at any time (subject to the said section
95) be renewed, revoked or varied by special resolution.
3. SHARES
3.1 The lien conferred by regulation 8 in Table A shall attach also to fully
paid-up shares, and the Company shall also have a first and paramount
lien on all shares, whether fully paid or not, standing registered in
the name of any person indebted or under liability to the Company,
whether he shall be the sole registered holder thereof or shall be one
of two or more joint holders, for all moneys presently payable by him or
his estate to the Company. Regulation 8 in Table A shall be modified
accordingly.
3.2 The liability of any member in default in respect of a call shall be
increased by the addition at the end of the first sentence of regulation
18 in Table A of the words "and all expenses that may have been incurred
by the Company by reason of such non-payment".
4. GENERAL MEETINGS AND RESOLUTIONS
4.1 Every notice convening a general meeting shall comply with the
provisions of section 372(3) of the Act as to giving information to
members in regard to their right to appoint proxies; and notices of and
other communications relating to any general meeting which any member is
entitled to receive shall be sent to the directors and to the auditors
for the time being of the Company.
4.2 Regulation 37 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
4.3.1 No business shall be transacted at any general meeting unless a
quorum is present. Two persons entitled to vote upon the
business to be transacted, each being a member or a proxy for a
member or a duly authorised representative of a corporation,
shall be a quorum.
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4.3.2 If a quorum is not present within half an hour from the time
appointed for a general meeting the general meeting shall stand
adjourned to the same day in the next week at the same time and
place or to such other day and at such other time and place as
the directors may determine; and if at the adjourned general
meeting a quorum is not present within half an hour from the
time appointed therefor such adjourned general meeting shall be
dissolved.
4.3.3 Regulations 40 and 41 in Table A shall not apply to the Company.
4.4 Resolutions under section 303 of the Act for the removal of a director
before the expiration of his period of office and under section 391 of
the Act for the removal of an auditor before the expiration of his
period of office shall only be considered by the Company in general
meeting.
4.5 A member present at a meeting by proxy shall be entitled to speak at the
meeting and shall be entitled to one vote on a show of hands. In any
case where the same person is appointed proxy for more than one member
he shall on a show of hands have as many votes as the number of members
for whom he is proxy. Regulation 54 in Table A shall be modified
accordingly.
4.6.1 Regulation 62 in Table A shall be read and construed as if the
words "within the United Kingdom" were omitted therefrom.
4.6.2 Unless resolved by ordinary resolution that regulation 62 in
Table A shall apply without the following modification, the
appointment of a proxy and any authority under which the proxy
is appointed or a copy of such authority certified notarially or
in some other way approved by the directors may be deposited or
received at the place or address specified in regulation 62 in
Table A up to the commencement of the meeting or (in any case
where a poll is taken otherwise than at the meeting) of the
taking of the poll or may be handed to the chairman of the
meeting prior to the commencement of the business of the
meeting.
5. APPOINTMENT OF DIRECTORS
5.1.1 Regulation 64 in Table A shall not apply to the Company.
5.1.2 The maximum number and minimum number respectively of the directors may
be determined from time to time by ordinary resolution. Subject to and
in default of any such determination there shall be no maximum number of
directors and the minimum number of directors shall be two.
5.2 The directors shall not be required to retire by rotation and
regulations 73 to 80 (inclusive) in Table A shall not apply to the
Company.
5.3 No person shall be appointed a director at any general meeting unless
either:-
(a) he is recommended by the directors; or
(b) not less than 14 nor more than 35 clear days before the date
appointed for the general meeting, notice signed by a member
qualified to vote at the general meeting has been given to the
Company of the intention to propose that person for appointment,
together with notice signed by that person of his willingness to
be appointed.
5.4.1 Subject to article 5.3 above, the Company may by ordinary resolution
appoint any person who is willing to act to be a director, either to
fill a vacancy or as an additional director.
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5.4.2 The directors may appoint a person who is willing to act to be a
director, either to fill a vacancy or as an additional director,
provided that the appointment does not cause the number of directors to
exceed any number determined in accordance with article 5.1.2 above as
the maximum number of directors for the time being in force.
5.5 In any case where as the result of death or deaths the Company has no
members and no directors the personal representatives of the last member
to have died shall have the right by notice in writing to appoint a
person to be a director of the Company and such appointment shall be as
effective as if made by the Company in general meeting pursuant to
article 5.4.1 above. For the purpose of this article, where two or more
members die in circumstances rendering it uncertain which of them
survived the other or others, the members shall be deemed to have died
in order of seniority, and accordingly the younger shall be deemed to
have survived the elder.
5.6 Notwithstanding any other provisions of this article 5, members of the
Company together holding not less than 95% in nominal value of the
shares giving a right to attend and vote at general meetings may appoint
any person to be a director or remove any director from office howsoever
appointed. Subject as follows, every appointment or removal of a
director under the powers conferred by this article 5.6 shall be made by
instrument in writing signed by or on behalf of the requisite majority
of members and such instrument shall only take effect on the service
thereof at the registered office of the Company. Every such instrument
shall be annexed to the directors' minute book as soon as practicable
after such service. If the Company has specified an address for the
purpose of receiving an appointment or removal of a director under the
powers conferred by this article 5.6 by electronic communication, such
appointment or removal may be contained in an electronic communication
sent to such address and shall take effect on receipt at that address
and a copy shall be annexed to the directors' minute book as soon as
practicable after service. In this article "address", in relation to
electronic communications, includes any number or address used for the
purposes of such communications.
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6. BORROWING POWERS
6.1 The directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as
they think fit, and subject (in the case of any security convertible
into shares) to section 80 of the Act to grant any mortgage, charge or
standard security over its undertaking, property and uncalled capital,
or any part thereof, and to issue debentures, debenture stock, and other
securities whether outright or as security for any debt, liability or
obligation of the Company or of any third party.
7. ALTERNATE DIRECTORS
7.1 Unless otherwise determined by the Company in general meeting by
ordinary resolution an alternate director shall not be entitled as such
to receive any remuneration from the Company, save that he may be paid
by the Company such part (if any) of the remuneration otherwise payable
to his appointor as such appointor may by notice in writing to the
Company from time to time direct, and the first sentence of regulation
66 in Table A shall be modified accordingly.
7.2 A director, or any such other person as is mentioned in regulation 65 in
Table A, may act as an alternate director to represent more than one
director, and an alternate director shall be entitled at any meeting of
the directors or of any committee of the directors to one vote for every
director whom he represents in addition to his own vote (if any) as a
director, but he shall count as only one for the purpose of determining
whether a quorum is present.
7.3 Regulation 66 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
8. DELEGATION OF DIRECTORS' POWERS
8.1 Regulation 72 of Table A shall be read and construed as if the last word
of the first sentence was "persons" rather than "directors".
9. GRATUITIES AND PENSIONS
9.1.1 The directors may exercise the powers of the Company conferred by its
Memorandum of Association in relation to the payment of pensions,
gratuities and other benefits and shall be entitled to retain any
benefits received by them or any of them by reason of the exercise of
any such powers.
9.1.2 Regulation 87 in Table A shall not apply to the Company.
10. MEETINGS
10.1 In this article "communication" and "electronic communication" shall
bear the meanings set forth in the Electronic Communications Act 2000 or
any statutory modification or re-enactment thereof.
10.2 A person in electronic communication with the chairman and with all
other parties to a meeting of the directors or of a committee of the
directors shall be regarded for all purposes as personally attending
such a meeting provided that but only for so long as at such a meeting
he has the ability to communicate interactively and simultaneously with
all other parties attending the meeting including all persons attending
by way of electronic communication.
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10.3 A meeting at which one or more of the directors attends by way of
electronic communication is deemed to be held at such place as the
directors shall at the said meeting resolve. In the absence of a
resolution as aforesaid, the meeting shall be deemed to be held at the
place, if any, where a majority of the directors attending the meeting
are physically present, or in default of such a majority, the place at
which the chairman of the meeting is physically present.
11. PROCEEDINGS OF DIRECTORS
11.1.1 Regulation 88 in Table A shall be read and construed as if the third
sentence were omitted therefrom.
11.1.2 A director may vote, at any meeting of the directors or of any committee
of the directors, on any resolution, notwithstanding that it in any way
concerns or relates to a matter in which he has, directly or indirectly,
any kind of interest whatsoever, and if he shall vote on any such
resolution his vote shall be counted; and in relation to any such
resolution as aforesaid he shall (whether or not he shall vote on the
same) be taken into account in calculating the quorum present at the
meeting.
11.1.3 Each director shall comply with his obligations to disclose his interest
in contracts under section 317 of the Act.
11.1.4 Regulations 94 to 97 (inclusive) in Table A shall not apply to the
Company.
12. THE SEAL
12.1 If the Company has a seal it shall only be used with the authority of
the directors or of a committee of directors or any person or persons
authorised by the directors. The directors may determine who shall sign
any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or
second director. The obligation under regulation 6 in Table A relating
to the sealing of share certificates shall apply only if the Company has
a seal. Regulation 101 in Table A shall not apply to the Company.
12.2 The Company may exercise the powers conferred by section 39 of the Act
with regard to having an official seal for use abroad, and such powers
shall be vested in the directors.
13. NOTICES
13.1 Regulation 112 in Table A shall be read and construed as if the third
sentence was omitted therefrom.
13.2 Regulation 116 in Table A shall be read and construed as if the words
"within the United Kingdom" were omitted therefrom.
14. ELECTRONIC COMMUNICATIONS
14.1 If the Company has specified an address for the purpose of receiving by
electronic communication any of;
14.1.1 a written resolution which is to be effective for the purposes
of regulation 53 in Table A;
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14.1.2 a written resolution which is to be effective for the purposes
of regulation 93 in Table A;
14.1.3 an authorisation by a corporation which is a member of the
Company of a person to act as its representative at any meeting
of the Company in accordance with article 4.7 above;
14.1.4 any consent under the powers conferred on a holding company by
these Articles;
14.1.5 any appointment of a director under the powers conferred on a
holding company by these Articles; or
14.1.6 any removal of a director under the powers conferred on a
holding company by these Articles;
then the item specified, or anything required to give effect to it,
may be contained in an electronic communication sent to such address
and shall take effect on receipt at that address and a copy shall be
annexed to the directors' minute book as soon as practicable after
service. In this article "address", in relation to electronic
communications, includes any number or address used for the purpose of
such communications.
15. INDEMNITY
15.1 Every director or other officer or auditor and former director, other
former officer and former auditor of the Company shall be indemnified
out of the assets of the Company against all losses or liabilities which
he may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, including any liability
incurred by him in defending any proceedings, whether civil or criminal,
or in connection with any application under section 144 or section 727
of the Act in which relief is granted to him by the Court, and no
director or other officer shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Company in the
execution of the duties of his office or in relation thereto. But this
article shall only have effect in so far as its provisions are not
avoided by section 310 of the Act.
15.2 The directors shall have power to purchase and maintain for any
director, officer or auditor of the Company insurance against any such
liability as is referred to in section 310(1) of the Act.
15.3 Regulation 118 in Table A shall not apply to the Company.
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16. TRANSFER OF SHARES
16.1 The directors may, in their absolute discretion and without assigning
any reason therefor, decline to register the transfer of a share,
whether or not it is a fully paid share, and the first sentence of
regulation 24 in Table A shall not apply to the Company.
* As amended by a Special Resolution passed on 20 May 2005.
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