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EXHIBIT 3.1
[LOGO]
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) AND (2))
MEMORANDUM OF ASSOCIATION
OF
TyCom Ltd.
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(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
<TABLE>
<CAPTION>
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED
<S> <C> <C> <C>
Michael L. Jones
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Rachael M. Lathan
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Antoinette Simmons
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Bernett Cox
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
</TABLE>
do hereby respectively agree to take such number of shares of the Company
as may be allotted to us respectively by the provisional directors of the
Company, not exceeding the number of shares for which we have respectively
subscribed, and to satisfy such calls as may be made by the directors,
provisional directors or promoters of the Company in respect of the shares
allotted to us respectively.
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3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company, with the consent of the Minister of Finance, has power to hold
land situate in Bermuda not exceeding in all, including the following
parcels-
Not Applicable
5. The authorised share capital of the Company is $12,000.00 divided into
48,000 shares of U.S. twenty-five cents each. The minimum subscribed share
capital of the Company is $12,000.00 in United States currency.
6. The objects for which the Company is formed and incorporated are -
See Attached.
7. The Company has the powers set out in the Schedule annexed hereto.
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6.
(i) To carry on the business of developing, designing, manufacturing,
installing, constructing, owning, operating and maintaining fibre-optic
cable networks, undersea and overland, in all parts of the world, to
sell, lease and otherwise deal in capacity in such networks, to provide
telecommunications services and services for the laying, maintenance
and repair of telecommunications cables and to construct, own, operate
and maintain all structures, buildings, manufacturing facilities,
cableships and other plant and equipment associated with any of the
foregoing.
(ii) To carry on business as a holding company and to acquire and hold
shares, stocks, debenture stock, bonds, mortgages, obligations and
securities of any kind issued or guaranteed by any company, corporation
or undertaking of whatever nature and wherever constituted or carrying
on business, and shares, stock, debentures, debenture stock, bonds,
obligations and other securities issued or guaranteed by any
government, sovereign ruler, commissioners, trust, local authority or
other public body, whether in Bermuda or elsewhere, and to vary,
transpose, dispose of or otherwise deal with from time to time as may
be considered expedient any of the Company's investments for the time
being.
(iii) To acquire any such shares and other securities as are mentioned in the
preceding paragraph by subscription, syndicate participation, tender,
purchase, exchange or otherwise and to subscribe for the same, either
conditionally or otherwise, and to guarantee the subscription thereof
and to exercise and enforce all rights and powers conferred by or
incident to the ownership thereof.
(iv) To co-ordinate the administration, policies, management, supervision,
control, research, planning, trading and any and all other activities
of, and to act as financial advisers and consultants to, any company or
companies now or hereafter incorporated or acquired which may be or may
become a Group Company (which expression, in this and the next
following paragraph, means a company, wherever incorporated, which is
or becomes a holding company or a subsidiary of, or affiliated with,
the Company within the meanings respectively assigned to those terms in
The Companies Act, 1981) or, with the prior written approval of the
Minister of Finance, to any company or companies now or hereafter
incorporated or acquired with which the Company may be or may become
associated.
(v) To provide financing and financial investment, management and advisory
services to any Group Company, which shall include but not be limited
to granting or providing credit and financial accommodation, lending
and making advances with or without interest to any Group Company and
lending to or depositing with any bank funds or other assets to provide
security (by way of mortgage, charge, pledge, lien or otherwise) for
loans or other forms of financing granted to such Group Company by such
bank.
Provided that the Company shall not be deemed to have the power to act
as executor or administrator, or as trustee, except in connection with
the issue of bonds and debentures by the Company or any Group Company
or in connection with a pension scheme for the benefit of employees or
former employees of the Company or a Group Company or their respective
predecessors, or the dependants or connections of such employees or
former employees.
(vi) As set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to The Companies Act, 1981.
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Signed by each subscriber in the presence of at least one witness attesting the
signature thereof:-
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(Subscribers) (Witnesses)
SUBSCRIBED this
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STAMP DUTY (To be affixed)
Not Applicable
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The Schedule
(referred to in Clause 7 of the Memorandum of Association)
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(a) to borrow and raise money in any currency or currencies and to secure
or discharge any debt or obligation in any manner and in particular
(without prejudice to the generality of the foregoing) by mortgages of
or charges upon all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the company or by the
creation and issue of securities;
(b) to enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled
capital of the company or by both such methods or in any other manner,
the performance of any obligations or commitments of, and the repayment
or payment of the principal amounts of and any premiums, interest,
dividends and other moneys payable on or in respect of any securities
or liabilities of, any person, including (without prejudice to the
generality of the foregoing) any company which is for the time being a
subsidiary or a holding company of the company or another subsidiary of
a holding company of the company or otherwise associated with the
company;
(c) to accept, draw, make, create, issue, execute, discount, endorse,
negotiate and deal in bills of exchange, promissory notes, and other
instruments and securities, whether negotiable or otherwise;
(d) to sell, exchange, mortgage, charge, let on rent, share of profit,
royalty or otherwise, grant licenses, easements, options, servitudes
and other rights over, and in any other manner deal with or dispose of,
all or any part of the undertaking, property and assets (present and
future) of the company for any consideration and in particular (without
prejudice to the generality of the foregoing) for any securities;
(e) to issue and allot securities of the company for cash or in payment or
part payment for any real or personal property purchased or otherwise
acquired by the company or any services rendered to the company or as
security for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose;
(f) to grant pensions, annuities, or other allowances, including allowances
on death, to any directors, officers or employees or former directors,
officers or employees of the company or any company which at any time
is or was a subsidiary or a holding company or another subsidiary of a
holding company of the company or otherwise associated with the company
or of any predecessor in business of any of them, and to the relations,
connections or dependants of any such persons, and to other persons
whose service have directly or indirectly been of
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benefit to the company or whom the company considers have any moral
claim on the company or to their relations connections or dependants,
and to establish or support any associations, institutions, clubs,
schools, building and housing schemes, funds and trusts, and to make
payment towards insurance or other arrangements likely to benefit any
such persons or otherwise advance the interests of the company or of
its members or for any national, charitable, benevolent, educational,
social, public, general or useful object;
(g) subject to the provisions of Section 42 of the Companies Act 1981, to
issue preference shares which at the option of the holders thereof are
to be liable to be redeemed;
(h) to purchase its own shares in accordance with the provisions of
Section 42A of the Companies Act 1981.
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THE COMPANIES ACT 1981
FIRST SCHEDULE (section 11(1))
A company limited by shares, or other company having a share capital, may
exercise all or any of the following powers subject to any provision of law or
its memorandum -
(1) [repealed by 1992:51]
(2) to acquire or undertake the whole or any part of the business, property
and liabilities of any person carrying on any business that the company
is authorised to carry on;
(3) to apply for, register, purchase, lease, acquire, hold, use, control,
licence, sell, assign or dispose of patents, patent rights, copyrights,
trade marks, formulae, licences, inventions, processes, distinctive
marks and similar rights;
(4) to enter into partnership or into any arrangement for sharing of
profits, union of interests, co-operation, joint venture, reciprocal
concession or otherwise with any person carrying on or engaged in or
about to carry on or engage in any business or transaction that the
company is authorised to carry on or engage in or any business or
transaction capable of being conducted so as to benefit the company;
(5) to take or otherwise acquire and hold securities in any other body
corporate having objects altogether or in part similar to those of the
company or carrying on any business capable of being conducted so as to
benefit the company;
(6) subject to section 96 to lend money to any employee or to any person
having dealings with the company or with whom the company proposes to
have dealings or to any other body corporate any of whose shares are
held by the company;
(7) to apply for, secure or acquire by grant, legislative enactment,
assignment, transfer, purchase or otherwise and to exercise, carry out
and enjoy any charter, licence, power, authority, franchise,
concession, right or privilege, that any government or authority or any
body corporate or other public body may be empowered to grant, and to
pay for, aid in and contribute toward carrying it into effect and to
assume any liabilities or obligations incidental thereto;
(8) to establish and support or aid in the establishment and support of
associations, institutions, funds or trusts for the benefit of
employees or former employees of the company or its predecessors, or
the dependants or
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connections of such employees or former employees, and grant pensions
and allowances, and make payments towards insurance or for any object
similar to those set forth in this paragraph, and to subscribe or
guarantee money for charitable, benevolent, educational or religious
objects or for any exhibition or for any public, general or useful
objects;
(9) to promote any company for the purpose of acquiring or taking over any
of the property and liabilities of the company or for any other purpose
that may benefit the company;
(10) to purchase, lease, take in exchange, hire or otherwise acquire any
personal property and any rights or privileges that the company
considers necessary or convenient for the purposes of its business;
(11) to construct, maintain, alter, renovate and demolish any buildings or
works necessary or convenient for its objects;
(12) to take land in Bermuda by way of lease or letting agreement for a term
not exceeding fifty years, being land bona fide required for the
purposes of the business of the company and with the consent of the
Minister granted in his discretion to take land in Bermuda by way of
lease or letting agreement for a term not exceeding twenty-one years in
order to provide accommodation or recreational facilities for its
officers and employees and when no longer necessary for any of the
above purposes to terminate or transfer the lease or letting agreement;
(13) except to the extent, if any, as may be otherwise expressly provided in
its incorporating Act or memorandum and subject to this Act every
company shall have power to invest the moneys of the Company by way of
mortgage of real or personal property of every description in Bermuda
or elsewhere and to sell, exchange, vary, or dispose of such mortgage
as the company shall from time to time determine;
(14) to construct, improve, maintain, work, manage, carry out or control any
roads, ways, tramways, branches or sidings, bridges, reservoirs,
watercourses, wharves, factories, warehouses, electric works, shops,
stores and other works and conveniences that may advance the interests
of the company and contribute to, subsidise or otherwise assist or take
part in the construction, improvement, maintenance, working,
management, carrying out or control thereof;
(15) to raise and assist in raising money for, and aid by way of bonus,
loan, promise, endorsement, guarantee or otherwise, any person and
guarantee the performance or fulfilment of any contracts or obligations
of any person, and in particular guarantee the payment of the principal
of and interest on the debt obligations of any such person;
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(16) to borrow or raise or secure the payment of money in such manner as the
company may think fit;
(17) to draw, make, accept, endorse, discount, execute and issue bills of
exchange, promissory notes, bills of lading, warrants and other
negotiable or transferable instruments;
(18) when properly authorised to do so, to sell, lease, exchange or
otherwise dispose of the undertaking of the company or any part thereof
as an entirety or substantially as an entirety for such consideration
as the company thinks fit;
(19) to sell, improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with the property of the company in the
ordinary course of its business;
(20) to adopt such means of making known the products of the company as may
seem expedient, and in particular by advertising, by purchase and
exhibition of works of art or interest, by publication of books and
periodicals and by granting prizes and rewards and making donations;
(21) to cause the company to be registered and recognised in any foreign
jurisdiction, and designate persons therein according to the laws of
that foreign jurisdiction or to represent the company and to accept
service for and on behalf of the company of any process or suit;
(22) to allot and issue fully-paid shares of the company in payment or part
payment of any property purchased or otherwise acquired by the company
or for any past services performed for the company;
(23) to distribute among the members of the company in cash, kind, specie or
otherwise as may be resolved, by way of dividend, bonus or in any other
manner considered advisable, any property of the company, but not so as
to decrease the capital of the company unless the distribution is made
for the purpose of enabling the company to be dissolved or the
distribution, apart from this paragraph, would be otherwise lawful;
(24) to establish agencies and branches;
(25) to take or hold mortgages, hypothecs, liens and charges to secure
payment of the purchase price, or of any unpaid balance of the purchase
price, of any part of the property of the company of whatsoever kind
sold by the company, or for any money due to the company from
purchasers and others and to sell or otherwise dispose of any such
mortgage, hypothec, lien or charge;
(26) to pay all costs and expenses of or incidental to the incorporation and
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organization of the company;
(27) to invest and deal with the moneys of the company not immediately
required for the objects of the company in such manner as may be
determined;
(28) to do any of the things authorised by this Schedule and all things
authorised by its memorandum as principals, agents, contractors,
trustees or otherwise, and either alone or in conjunction with others;
(29) to do all such other things as are incidental or conducive to the
attainment of the objects and the exercise of the powers of the
company.
Every company may exercise its powers beyond the boundaries of Bermuda to the
extent to which the laws in force where the powers are sought to be exercised
permit.
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THE COMPANIES ACT
SECOND SCHEDULE (section 11(2))
Subject to Section 4A, a company may by reference include in its
memorandum any of the following objects, that is to say the business of -
(a) insurance and re-insurance of all kinds;
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil fuels
and precious stones of all kinds and their preparation for sale or use;
(f) exploring for, the drilling for, the moving, transporting and refining
petroleum and hydro carbon products including oil and oil products;
(g) scientific research including the improvement, discovery and
development of processes, inventions, patents and designs and the
construction, maintenance and operation of laboratories and research
centres;
(h) land, sea and air undertakings including the land, ship and air
carriage of passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(j) acquiring, owning, selling, chartering, repairing or dealing in ships
and aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) developing, operating, advising or acting as technical consultants to
any other enterprise or business;
(p) farmers, livestock breeders and keepers, graziers, butchers, tanners
and processors of and dealers in all kinds of live and dead stock,
wool, hides, tallow, grain, vegetables and other produce;
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(q) acquiring by purchase or otherwise and holding as an investment
inventions, patents, trade marks, trade names, trade secrets, designs
and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of any
sort; and
(s) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise and hold, sell, dispose of and deal
in real property situated outside Bermuda and in personal property of
all kinds wheresoever situated;
(u) to enter into any guarantee, contract of indemnity or suretyship and to
assure, support or secure with or without consideration or benefit the
performance of any obligations of any person or persons and to
guarantee the fidelity of individuals filling or about to fill
situations of trust or confidence;
(v) to be and carry on business of a mutual fund within the meaning of
section 156A.
Provided that none of these objects shall enable the company to carry
on restricted business activity as set out in the Ninth Schedule except
with the consent of the Minister.
