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EXHIBIT 3.1
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP 291)
AMENDED & RESTATED
MEMORANDUM OF ASSOCIATION
OF
UTi WORLDWIDE INC.
NAME
1. The name of the Company is UTi Worldwide Inc.
REGISTERED OFFICE
2. The Registered Office of the Company will be at 9 Columbus Centre,
Pelican Drive, Road Town, Tortola, British Virgin Islands.
REGISTERED AGENT
3. The Registered Agent of the Company will be Midocean Management and
Trust Services (BVI) Limited, 9 Columbus Centre, Pelican Drive, Road
Town, Tortola, British Virgin Islands.
GENERAL OBJECTS AND POWERS
4. (1) The object of the Company is to engage in any act or activity
that is not prohibited under any law for the time being in force
in the British Virgin Islands.
(2) The Company may not:
(a) carry on business with persons resident in the British
Virgin Islands;
(b) own an interest in real property situate in the British
Virgin Islands, other than a lease referred to in
paragraph (e) of sub clause (3);
(c) carry on banking or trust business unless it is licensed
to do so under the Banks and Trust Companies Act, l990;
(d) carry on business as an insurance or reinsurance
company, insurance agent or insurance broker, unless it
is licensed under an enactment authorizing it to carry
on that business;
(e) carry on the business of company management, unless it
is licensed under the Company Management Act, l990;
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(f) carry on the business of providing the registered office
or the registered agent for companies incorporated in
the British Virgin Islands.
(3) For purposes of paragraph (a) of sub clause (2), the Company
shall not be treated as carrying on business with persons
resident in the British Virgin Islands if
(a) it makes or maintains deposits with a person carrying on
banking business within the British Virgin Islands;
(b) it makes or maintains professional contact with
solicitors, barristers, accountants, book-keepers, trust
companies, administration companies, investment advisers
or other similar persons carrying on business within the
British Virgin Islands;
(c) it prepares or maintains books and records within the
British Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings of
its directors or members;
(e) it holds a lease of property for use as an office from
which to communicate with members or where books and
records of the Company are prepared or maintained;
(f) it holds shares, debt obligations or other securities in
a company incorporated under the International Business
Companies Act or under the Companies Act; or
(g) shares, debt obligations or other securities in the
Company are owned by any person resident in the British
Virgin Islands or by any company incorporated under the
International Business Companies Act or under the
Companies Act.
(4) The Company shall have all such powers as are permitted by law
for the time being in force in the British Virgin Islands,
irrespective of corporate benefit, to perform all acts and
engage in all activities necessary or conducive to the conduct,
promotion or attainment of the object of the Company.
CURRENCY
5. Shares in the Company shall be issued in the currency of the United
States of America.
AUTHORIZED CAPITAL
6. The shall have no authorized capital but shall be authorized to issue
600,000,000 shares.
CLASSES, NUMBER AND PAR VALUE OF SHARES
7. The Company is authorised to issue three classes of shares as follows:
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(a) 500,000,000 shares in one series of no par value each ("Ordinary
Shares");
(b) 50,000,000 preference shares in one series of no par value each
("Class A Preference Stock"); and
(c) 50,000,000 preference shares in one series of no par value each
("Class B Preference Stock").
(the Class A and the Class B Preference Stock are hereafter jointly
referred to as the "Preferred Stock")
DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
8. (1) Ordinary Shares
All Ordinary Shares shall
(a) have one vote each;
(b) be subject to redemption, purchase or acquisition by the
Company for fair value; and
(c) have the same rights with regard to dividends and
distributions upon liquidation of the Company.
(2) Preferred Stock
The Board of Directors of the Company is authorized, subject to
limitations prescribed by law and the provisions of this Clause
8, to amend the Company's Memorandum of Association to provide
for the creation from time to time of one or more classes of
shares of Preferred Stock, and pursuant to such amendment, to
establish the number of shares and series to be included in each
such class, and to fix the designation, relative rights,
preferences, qualifications and limitations of the shares of
each such class. The authority of the Board of Directors with
respect to each class shall include, but not be limited to,
determination of the following:
(a) the number of shares and series constituting that class
and the distinctive designation of that class;
(b) the dividend rate on the shares of that class, whether
dividends shall be cumulative, and, if so, from which
date or dates, and whether they shall be payable in
preference to, or in another relation to, the dividends
payable on any other class or classes of stock;
(c) whether that class shall have voting rights, in addition
to the voting rights provided by law, and, if so, the
terms of such voting rights;
(d) whether that class shall have conversion or exchange
privileges, and, if so, the terms and conditions of such
conversion or exchange, including
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provision for adjustment of the conversion or exchange
rate in such events as the Board of Directors shall
determine;
(e) whether or not the shares of that class shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the manner of selecting shares for
redemption if less than all shares are to be redeemed,
the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different
conditions and at different redemption dates;
(f) whether that class shall be entitled to the benefit of a
sinking fund to be applied to the purchase or redemption
of shares of that class, and, if so, the terms and
amounts of such sinking fund;
(g) the right of the shares of that class to the benefit of
conditions and restrictions upon the creation of
indebtedness of the Company or any subsidiary, upon the
issue of any additional stock (including additional
shares of such class of any other class) and upon the
payment of dividends or the making of other
distributions on, and the purchase, redemption or other
acquisition by the Company or any subsidiary of any
outstanding stock of the Company;
(h) the right of the shares of that class in the event of
any voluntary or involuntary liquidation, dissolution or
winding up of the Company and whether such rights shall
be in preference to, or in another relation to, the
comparable rights of any other class or classes of
stock; and
(i) any other relative, participating, optional or other
special rights, qualifications, limitations or
restrictions of that class.
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
9. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to
be varied by the creation or issue of further shares ranking pari passu
therewith.
REGISTERED SHARES
10. Shares in the Company may be issued as registered shares only.
AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
11. (a) The Company may only amend its Memorandum of Association and
Articles of Association by a resolution of members or by a
resolution of directors.
(b) In addition to any requirements of law and of this Memorandum of
Association, an affirmative vote of the holders of 66 2/3
percent or more of the voting power of the then outstanding
shares entitled to vote thereon, voting together as a single
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class, or the affirmative vote of 66 2/3 percent or more of the
total number of directors (each, a "Supermajority Vote") shall
be required to:
(i) alter, amend, repeal or adopt any provision which is
inconsistent with any provision of Clauses 8, 9 or this Clause
11, of this Memorandum of Association, or Regulations 50, 51,
53, 65, 66, 67, 74, 75, 76, 79, 80, 81, 82, 84 and 115 of the
Articles of Association; or
(ii) approve any merger of the Company which would, directly or
indirectly have the effect of making changes to this Memorandum
of Association or to the Articles of Association which would
require a Supermajority Vote if effected directly as an
amendment to its Memorandum of Association or to the Articles of
Association.
DEFINITIONS
12. The meanings of words in this Memorandum of Association are as defined
in the Articles of Association.
We, MIDOCEAN MANAGEMENT AND TRUST SERVICES (BVI) LIMITED, of 9 Columbus
Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands for the
purpose of incorporating an International Business Company under the laws of the
British Virgin Islands hereby subscribe our name to this Memorandum of
Association the 30th day of January 1995 in the presence of:
[Sgnd: L Gumbs] [Sgnd: J Prescott]
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L GUMBS J PRESCOTT
Witness Subscriber
9 Columbus Centre Authorized Signatory
Pelican Drive, Road Town Midocean Management and Trust
Tortola Services (BVI) Limited
