THE COMPANIES (JERSEY) LAWS 1861 to 1968
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
LONDON PACIFIC GROUP LIMITED (1)
1. The Name of the Company is "LONDON PACIFIC GROUP LIMITED".
2. The registered office of the Company will be situate in Jersey.
3. The objects for which the Company is established are:-
(a)(i) To carry on the business of financiers and financial consultants
in all its branches and departments and subsidiaries, including
raising money from third parties for investment in warrants, shares,
stocks, direct participations, debentures, debenture stock and
securities and investments of all kinds created, issued or guaranteed
by any company, corporation, body, association or partnership, whether
with limited or unlimited liability, constituted or carrying on
business in any part of the world, and in particular (but without
prejudice to the generality of the foregoing) raising money for
investment in the securities (being securities not listed or otherwise
dealt in on any stock exchange or over-the-counter market or like
market, but which are expected to be so listed or dealt in, or which
are expected to be acquired by some third party, within five years of
the investment being made) of companies and corporations located in
the United States of America or elsewhere requiring development
capital, and
-----------------------------------------
[FN]
(1) By Special Resolution dated 9 December 1986 the Company changed its name
from Berkeley Technology Limited to "Berkeley Govett & Company Limited"
By Special Resolution dated 30 March 1992 the Company changed its name from
Berkeley Govett & Company Limited to "Govett & Company Limited".
By Special Resolution dated 29 December 1995 the Company changed its name from
Govett & Company Limited to "London Pacific Group Limited".
</FN>
<PAGE>
generally to deal in any such securities and to charge and receive
fees and commissions in respect of any of the foregoing.
(ii) To act as an investment or holding company and for that purpose to
acquire, invest in and hold by way of investment either in the name of
the Company or in that of any nominees shares, stocks, direct
participations, debentures, debenture stock, bonds, mortgages,
obligations, notes, warrants, options and securities and instruments
of all kinds created, issued or guaranteed by any company,
corporation, body, association or partnership, whether with limited or
unlimited liability, constituted or carrying on business in any part
of the world, or by any government, sovereign, ruler, commissioners,
public body or authority, supreme, municipal, local or otherwise, and
foreign currency and any rights and interests to or in any of the
foregoing, and from time to time to sell, exchange, vary or dispose of
any of the foregoing and to deposit money (or place money on current
account) with such persons, and on such terms as may seem expedient.
(iii) To acquire any such shares, stocks, direct participations, debentures,
debenture stock, bonds, mortgages, obligations, warrants, options,
securities, foreign currency, rights or interests aforesaid by
original subscription, tender, purchase, participation in syndicates,
exchange or otherwise or as consideration for services rendered,
monies paid, guarantees given, or for any other cause, whether fully
paid or not, and to subscribe for the same either conditionally or
otherwise, to enter into underwriting and similar contracts with
respect thereto and to exercise and enforce all rights and powers
conferred by or incidental to the ownership thereof, to facilitate and
encourage the creation, issue or conversion of, and to give any
guarantee in relation to the repayment of, or the payment of any
interest or dividends on, debentures, debenture stock, bonds,
obligations, shares, stocks, and other securities and to act as
trustee in connection with any such securities, and to take part in
the conversion of business concerns and undertakings into public or
private companies.
<PAGE>
(iv) To co-ordinate the administration, policies, management, supervision,
control, research, planning, business manufacture and any and all
other activities of any and every kind or nature of any company or
companies or group of companies now or hereafter formed or
incorporated or acquired in any part of the world which may be or may
become related or associated in any way with the Company or with any
company related or associated therewith, including any subsidiary or
subsidiaries of the Company or of any such associated or related
company or companies.
(v) To carry on business as capitalists, financiers, concessionaires,
brokers and merchants and to undertake and carry on and execute all
kinds of financial, commercial and trading operations.
(vi) To provide or procure management, including the management of
investments and other property, administrative, sales and technical
assistance, service and advice on a contract, loan, secondment,
employment or other basis and to provide consultants, staff and
employees who will give investment, management, administrative, sales,
marketing and technical assistance, service and advice to any person
or company anywhere in the world on any matter or any type of business
whatsoever and to act as managers, registrars, administrators,
secretaries, auditors, accountants of bodies corporate or
unincorporate in any part of the world, for the Company's account or
for third parties and to charge and receive fees and commissions in
respect of any of the foregoing.
(vii) To contract for public or private loans and to negotiate, underwrite
and issue the same; and, with reference to commodities, commodity
futures, or foreign exchange contracts, to enter into conditional or
forward contracts for the acquisition or disposal of any such assets.
(viii) To procure the Company to be registered or recognised on any stock
exchange or in any country or place abroad.
(b) To acquire (either in furtherance of the business of the Company or by
way of investment or otherwise) by purchase, lease, exchange, hire or
otherwise lands and real or personal property of any kind or of any
tenure or any interest in the
<PAGE>
same; to erect and construct houses, buildings or works of every
description on any land of the Company, or upon any other lands or
property, and to pull down, rebuild, enlarge, alter and improve
existing houses, buildings or works thereon and generally to manage,
deal with and improve the property of the Company; and to sell, lease,
let, mortgage or otherwise dispose of the lands, houses, buildings,
and other property of the Company.
(c) To apply for, register, purchase or by other means acquire any
patents, patent rights, brevets d'invention, licences, trade marks,
designs, concessions and inventions and to use and turn to account the
same or to develop, sell or assign the same or grant licences or
privileges in respect thereof or otherwise turn the same to the
advantage of the Company.
(d) To give credit to advance or lend money to or with such persons and on
such terms as may seem expedient.
(e) To receive moneys on deposit or loan and to borrow or raise money in
any currency and secure or discharge any debt or obligation of or
binding on the Company in any manner and in particular by the issue of
debentures and to secure the repayment of any money borrowed, raised
or owing by mortgage, charge or lien against the whole or any part of
the Company's undertaking property or assets (whether present or
future) including uncalled capital and also by a similar mortgage
charge or lien to secure or guarantee the performance of any
obligation or liability undertaken by the Company or any person or
company.
(f) To guarantee the payment of money by or the observance and performance
of any contracts, liabilities, obligations or engagements of any
company, firm or person and to grant guarantees and indemnities of
every description, and to undertake obligations of every description.
(g) To invest and deal with the monies of the Company not immediately
required for any other object of the Company in such shares or upon
such securities and in such manner as from time to time may be
determined.
(h) To enter into any Arrangements with any government or authority,
supreme, municipal, local or otherwise and to obtain from any such
government or
<PAGE>
authority any rights, concessions and privileges that may seem
conducive to the objects of the Company or any of them.
(i) To employ any person, firm, company or other body to investigate and
examine into the conditions, prospects, values, character and
circumstances of any business concern or undertaking and generally of
any assets, concessions, properties, or rights.
(j) To take out, acquire, surrender, and assign policies of assurance with
any insurance company or companies it may think fit payable at fixed
or uncertain dates or upon the happening of any contingency whatsoever
and to pay the premiums thereon.
(k) To amalgamate or enter into partnership or into any arrangement for
sharing profits, union of interests, joint venture, reciprocal
concessions or co-operation with any person or company carrying on,
engaged in or about to engage in any activity which the Company is
authorised to engage in, or any transaction capable of being conducted
so as directly or indirectly to benefit the Company, and to take or
otherwise acquire and hold, sell, re-issue, or otherwise deal with
shares or stock in or securities or obligations of, and to subsidise
or otherwise assist any such securities or obligations or any
dividends upon any such shares or stock.
(l) To pay or remunerate by cash payment or otherwise any person, firm or
company for rendering services to the Company in the promotion of the
Company or the placing and issue of shares, debentures, debenture
stock or other securities of the Company or otherwise howsoever.
(m) To support and subscribe to any charitable or public object, and any
institution, society or club which may be for the benefit of the
Company or its employees, or may be connected with any town or place
where the Company carries on business, to give or award pensions,
annuities, gratuities, and superannuation or other allowances or
benefits or charitable aid to any persons who are or have been
Directors of, or who are to have been employed by, or who are serving
or have served the Company and to the wives, widows, children and
other relatives and dependants of such persons; to make payments
towards insurance and to set up, establish, support, and maintain
superannuation and other funds or schemes
<PAGE>
(whether contributory or non-contributory) for the benefit of any such
persons and of their wives, widows, children, and other relatives and
dependants.
(n) To draw, make, accept, endorse, discount, issue and execute bills,
warrants, notes or other negotiable or transferable instruments.
(o) To engage in any other activity which may seem to the Company to be
capable of being conveniently undertaken in connection with any other
activity of the Company herein authorised, or may seem to the Company
calculated directly or indirectly to benefit the Company or to enhance
the value of or render profitable any of the Company's properties or
rights.
(p) To acquire all or any part of the property, and to undertake any
liabilities of any person, firm, association or company possessed of
property suitable for any purposes of the Company, and as the
consideration for the same to pay cash or to issue any fully or partly
paid up shares, debentures, or obligations of the Company.
(q) To subscribe for, take, purchase or otherwise acquire either for cash,
shares or debentures in the Company or any other consideration any
shares, stocks, debenture stocks, bonds or securities in any other
company or business which, in the opinion of the Company, may be
carried on so as directly or indirectly to benefit the Company.
(r) To acquire and undertake the whole or any part of the business,
property, assets, liabilities and transactions of any person, firm or
company carrying on or proposing to carry on any business which the
Company is authorised to carry on or which can be carried on in
conjunction therewith or which is capable of being conducted so as
directly or indirectly to benefit the Company.
(s) To distribute among the members of the Company in specie any assets of
the Company or any proceeds of sale or disposal of any assets of the
Company and in particular to repay any surplus or premiums on any
shares of the Company but so that (except on a winding-up or as
authorised by the court) no distribution amounting to a reduction of
the nominal paid up capital of the Company be made.
<PAGE>
(t) To assist in the promotion of or promote any company or companies for
the purpose of its or their acquiring all or any of the property,
rights and liabilities of the Company, or for any other purpose which
may seem directly or indirectly calculated to benefit the Company and
to pay all the expenses incidental to such promotion.
(u) To promote by way of advertising the Company's products and services
in any manner and to reward customers or potential customers and to
promote or take part in any scheme likely to benefit the Company.
(v) To pay out of the funds of the Company all costs, charges and expenses
which the Company may lawfully pay incidental to the promotion,
formation, establishment, registration, and advertising of or raising
money for the Company and the issue of its capital, including
brokerage and commissions for obtaining applications for or taking,
placing or underwriting shares or debentures and for obtaining or
maintaining at any time a listing or quotation on any Stock Exchange
for any shares of the Company and to give any remuneration or other
compensation or reward for services rendered or to be rendered in
placing or procuring subscriptions of, or otherwise assisting in the
issue of, any securities of the Company or in or about the formation
of the Company or the conduct or course of its activities.
(w) To apply for, promote and obtain any order or sanction of any
authority, national, local, municipal or otherwise, for enabling the
Company to carry any of its objects into effect or for effecting any
modification of the Company's Constitution or any extension of its
powers or for any purpose which may seem expedient and to oppose any
proceedings or application the direct or indirect effect of which may
be to prejudice the Company or its objects.
(x) To carry out all or any of the objects aforesaid in any part of the
world, and as principals, agents, contractors, trustees or otherwise,
and by or through trustees, agents, attorneys or otherwise, and either
along or in conjunction with others.
(y) To do all such other things as the Company may deem incidental or
conducive to the attainment of any of the aforesaid objects of the
Company and to engage in any other activity of any nature whatsoever
which may seem to the Directors to
<PAGE>
be capable of being conveniently undertaken in connection or
conjunction with any activity of the Company hereinbefore authorised
or to be expedient with a view to rendering profitable or more
profitable any of the Company's assets or utilising its expertise.
The objects specified in each of the paragraphs of this Memorandum
shall be regarded as independent objects, and accordingly shall not be
limited or restricted (except where otherwise expressed in such
paragraph) by the objects indicated in any other paragraph or by
reference to the name of the Company.
And it is hereby declared that the word "company" (except where used in
reference to this Company) in this Clause shall be deemed to include
any partnership or other body of persons, whether incorporated or not
incorporated.
4. (i) The authorised share capital of the Company is (2)Four million three
hundred and twenty thousand United States Dollars (US$4,320,000)
divided into Eighty-six million four hundred thousand (86,400,000)
Ordinary Shares of Five United States Cents (US(cent)5) each with
power by Special Resolution to divide the shares of such original
capital in several classes and to attach thereto respectively any
preferred, qualified, special or deferred rights, voting rights,
privileges or conditions.
(ii) The Company has power from time to time to increase its capital and to
issue any shares in such increased capital as ordinary, deferred,
preferred or guaranteed shares and to attach to such shares special
rights of management and control of the business of the Company or of
representation on the Board of Directors and either before issue or at
any time after issue to attach to such shares any preference or other
rights, privileges, or conditions or any qualified or modified rights,
and to subject such shares to any restrictions or limitations that may
be determined by the Company or under The Companies (Jersey) Laws
1861-1968, or any other Acts or Laws prevailing at the time of the
said issue.
-----------------------------------------
[FN]
(2) By Special Resolution dated 4 April 1986 the Share Capital of the Company
was increased from US$3,000,000 to US$3,600,000 with the creation of an
additional 12,000,000 Ordinary Shares of US 5c cents each.
By Special Resolution dated 2 September 1986 the Share Capital of the Company
was increased from US3,600,000 to US$4,320,000 with the creation of an
additional 14,400,000 Ordinary Shares of US 5c cents each.
</FN>
<PAGE>
5. The amount payable on the issue of any shares in the capital of the
Company shall be payable in full on allotment unless the Company by
Ordinary Resolution in general meeting or the Directors of the Company
(subject always to any prior Ordinary Resolution of a general meeting)
shall have decided to accept payment by instalments or calls,
whereupon payment shall be made in accordance with such resolutions,
and in accordance with the provisions of the Articles of Association.
Any Shares in the Company may be allotted and issued in payment or
part payment for any property or rights acquired by the Company or for
services rendered to the Company by any person or company in or about
the conduct of the business of the Company and for shares so allotted
and issued no money payment shall be made or required save in so far
as by the terms and provisions under which any of such shares may
respectively be allotted and issued a money payment therefor may be
required.
6. The non-payment of a call on the day appointed for payment thereof
shall render the shares in respect of which the call was made liable
to be forfeited.
7. The Company shall exist until dissolved by Special Resolution or
otherwise according to the Law.
8. The liability of each shareholder is limited to the amount for the
time being unpaid on each share held by him.
9. The Corporate Signature of the Company is "London Pacific Group
Limited".
<PAGE>
INDEX TO ARTICLES OF ASSOCIATION
Interpretation........................................................... 1
Business................................................................. 5
Office................................................................... 5
Capital.................................................................. 6
Certificated Shares...................................................... 8
Uncertificated Shares.................................................... 8
Lien .................................................................... 11
Calls on Shares.......................................................... 12
Transfer of Certificated Shares.......................................... 14
Transfer of Uncertificated Shares........................................ 16
Other Provisions Relating to Transfers................................... 17
Transmission of Shares................................................... 17
Forfeiture of Shares..................................................... 18
Alteration of Capital.................................................... 21
General Meeting.......................................................... 22
Notice of General Meetings............................................... 23
Proceedings at General Meetings.......................................... 24
Votes of Members......................................................... 26
Directors................................................................ 29
Powers of Directors...................................................... 35
Managing Director and Other Appointments................................. 39
Rotation, Appointment and Removal of Directors........................... 41
Proceedings of Directors................................................. 43
Secretary................................................................ 45
Company Seals............................................................ 46
Record Dates............................................................. 47
Dividends................................................................ 47
Reserves................................................................. 50
Capitalisation of Reserves............................................... 50
Accounts................................................................. 51
Audit.................................................................... 52
Authentication of Documents.............................................. 52
Notices.................................................................. 53
Winding Up............................................................... 54
Compromises and Arrangements............................................. 55
Indemnity................................................................ 55
Representatives for Real and Personal Estate............................. 56
<PAGE>
THE COMPANIES (JERSEY) LAW 1991
COMPANY LIMITED BY SHARES
NEW ARTICLES OF ASSOCIATION (3)
of
LONDON PACIFIC GROUP LIMITED
INTERPRETATION
1. (a) In these Articles, if not inconsistent with the subject matter or
context, the words standing in the first column of the table next
hereinafter contained shall bear the meaning set opposite to them
respectively in the second column thereof:-
Accounting Date 31 December in each year or such
other date as the Board may from time to
time decide.
Articles These Articles of Association as from
time to time altered by Special
Resolution.
Approved Operator An "approved operator" as defined in
the Order;
Audited Balance Sheet The last audited balance sheet of the
Company unless as at the date of such
balance sheet there shall have been made
up and audited a consolidated balance
sheet of the Company and its
subsidiaries and in the latter event the
"audited balance sheet" means the
audited consolidated balance sheet of
the Company and such subsidiaries and
references to reserves and profit and
loss account shall be deemed to be
references to consolidated reserves
------------------------------------------
[FN]
(3) New Articles of Association adopted by Special Resolutions dated 7
April 1993 and 18 April, 2000.
</FN>
<PAGE>
and consolidated profit and loss account
respectively and there shall be excluded
any amounts attributable to outside
interests in subsidiaries.
Auditor The auditors for the time being of the
Company.
Board A Meeting of the Directors duly
constituted or all of the Directors for
the time being as the context permits.
Certified Share A share which is recorded in the
Register of Members as being held in
certificated form.
Company The Company established under the
Memorandum of Association to which the
Articles refer.
Debenture and Includes debenture stock and
debenture holder debenture stockholder.
Directors The directors of the Company for the
time being.
General Meeting An Annual General Meeting or an
Extraordinary General Meeting.
Group The Company and its Subsidiaries for the
time being.
Law The Companies (Jersey) Law, 1991.
Maximum Rate of The rate being 3% above the base rate of
Interest National Westminster Bank PLC current
for the time being in the United Kingdom
or in the event of there ceasing to be
such a base rate such other rate fixed
from time to time by the said Bank as
being the rate of interest to which all
lending of the said Bank is linked.
<PAGE>
Member Subject to the Order, a person who is
registered in the Register as the holder
of a share or shares.
Month Calendar month.
Office The Registered Office for the time being
of the Company.
Order The Companies (Uncertificated
Securities) (Jersey) Order, 1999.
Ordinary Resolution A Resolution of a General
Meeting passed by an absolute majority
of the votes recorded and in respect of
which notice has been given in
accordance with the Law and the Order.
Paid up Paid up and/or credited as paid up.
Register The Register of Members as required to
be kept by Article 41 of the Law and in
the manner required by Article 18 of the
Order.
Seal The Common Seal of the Company.
Secretary Any person appointed by the Directors to
perform any of the duties of the
Secretary of the Company, including
joint Secretaries and a temporary or
assistant Secretary.
Share and Includes stock and stockholder.
shareholder
Special Resolution A Special Resolution as defined in
Article 90 of the Law, in respect of
which notice has been given in
accordance with the Law and the Order.
Subsidiary or Shall have that meaning set out in
Subsidiaries Article 2 of the Law.
<PAGE>
Uncertified Share A share or class of shares or a
renounceable right of allotment of a
shares, title to which is permitted to
be transferred by means of an
Uncertificated System in accordance with
the Order.
Uncertificated The CREST system or any other applicable
System system which is operated by an approved
operator.
United Kingdom Great Britain and Northern Ireland.
Writing Written or printed or typewritten or
lithographed or photographed or any
other mode or modes of presenting or
reproducing words in a visible form.
Year The year from 1 January to 31 December
inclusive.
(b) In these Articles, unless there be something in the subject matter or
context inconsistent with such construction:-
(i) Words importing the singular number shall include the plural number
and vice versa.
(ii) Words importing the masculine gender only shall include the feminine
gender.
(iii) Words importing persons only shall include companies or associations
or bodies of persons, whether corporate or not.
(iv) The word "may" shall be construed as permissive and the word "shall"
shall be construed as imperative.
(c) References to:-
(i) any Article or provision of the Law, if not inconsistent with the
subject or context, include any corresponding or substituted Article
or provision of any amending, consolidating or replacement
legislation;
(ii) an Article, by number are to the particular Article of these Articles;
<PAGE>
(iii) a dollar or dollars (or $) and to a cent (or(cent)) are references to
the currency of the United States of America;
(iv) a pound or pounds (or(pound)) and to a penny or pence (or p) are
references to the currency of the United Kingdom.
(d) Subject as aforesaid, any word or expression defined in the Law or the
Interpretation (Jersey) Law 1954 shall, if not inconsistent with the
subject or context, bear the same meaning in these Articles.
(e) A reference to an Uncertificated System is a reference to the
Uncertificated System in respect of which the particular share or
class of shares or renounceable right of allotment of a share is a
Participating Security.
2. The headings are inserted for convenience only and shall not affect
the construction of these Articles.
BUSINESS
3. Any branch or kind of business which by the Memorandum of Association
of the Company or the Articles is either expressly or by implication
authorised to be undertaken by the Company may be undertaken by the
Board at such time or times as they shall think fit and further may be
suffered by them to be in abeyance, whether such branch or kind of
business may have been actually commenced or not, so long as the Board
may deem it expedient not to commence or proceed with such branch or
kind of business.
OFFICE
4. (a) The Office shall be at such address in Jersey as the Board shall from
time to time determine.
(b) The Company in addition to its office, may establish and maintain such
other offices and places of business and agencies in Jersey or
elsewhere (other than the United Kingdom) as the Board may from time
to time determine.
<PAGE>
CAPITAL
5. The share capital of the Company is four million three hundred and
twenty thousand United States Dollars ($4,320,000) divided into
eighty-six million four hundred thousand (86,400,000) Ordinary Shares
of five United States Cents (US 5 cents) each.
6. Subject always to Article 30 of the Order and otherwise to any
direction to the contrary that may be given by the Company in General
Meeting the unissued shares shall be at the disposal of the Board
which may allot, grant options over or otherwise dispose of them to
such persons, at such times and generally on such terms and conditions
as they think proper.
7. (a) Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares and subject to the
provisions of the Law and of these Articles any shares may be issued
with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital
or otherwise, as the Company may from time to time by Special
Resolution direct.
(b) The Company may subject to the provisions of Article 55 of the Law:-
(i) issue preference shares which are liable, or at the option
of the Company are to be liable to be redeemed;
(ii) convert the whole or any particular class of its preference
shares into redeemable preference shares;
(c) Subject to the provisions of the Law, the Company may purchase, or may
enter into a contract under which it will or may purchase any of its
own shares of any class (including any redeemable shares).
8. (a) Whenever the capital of the Company is divided into different classes
of shares, the special rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may be
varied or abrogated, either whilst the Company is a going concern or
during or in contemplation of a winding up, with the consent in
writing of the holders of two-thirds of the issued shares of that
class, or with the sanction of a resolution passed at a separate
meeting of the
<PAGE>
holders of the shares of the class by a majority of two-thirds of the
votes cast at such a meeting, but not otherwise. To every such
separate meeting all of the provisions of these Articles relating to
General Meetings of the Company or to the proceedings thereat shall,
mutatis mutandis, apply except that the necessary quorum shall be two
persons at least holding or representing by proxy one-third in nominal
amount of the issued shares of the class (but so that if at any
adjourned meeting of such holders a quorum as above defined is not
present, those members who are present shall be a quorum) and that
every member of the class shall on a poll have one vote for each share
of the class held by him.
(b) The special rights conferred upon the holders of any shares or class
of shares issued with preferred, deferred or other special rights
shall not (unless otherwise expressly provided by the conditions of
issue of such shares) be deemed to be varied by the creation or issue
of further shares ranking pari passu therewith.
9. (a) If two or more persons are registered as joint holders of any share
any one of such persons may give effectual receipts for any dividends
or other monies payable in respect of such share, but such powers
shall not apply to the legal personal representatives of a deceased
member.
(b) The Company shall not be bound to register more than four persons as
joint holders of any share.
10. Except as otherwise expressly provided by these Articles or as
required by law or as ordered by a Court of competent jurisdiction, no
person shall be recognised by the Company as holding any share upon
any trust and the Company shall not be bound by or recognise (even
when having notice thereof) any equitable, contingent, future or
partial interest in any share or any interest in any fractional part
of a share or any other rights in respect of any share except an
absolute right to the entirety thereof in the registered holder.
11. The Board shall keep a Register in the manner required by Article 41
of the Law and Article 18 of the Order and in January in each year
shall cause to be prepared a memorandum containing the particulars
required by Article 71 of the Law and deliver a copy thereof to the
Registrar of Companies in Jersey.
<PAGE>
12. The Board may, conformably with the Memorandum of Association, at any
time issue any shares wholly or in part paid up as a consideration for
any property transferred to the Company or any services done for or
any benefits accruing to the Company.
13. The Company may in connection with the issue of any shares exercise
all powers of paying commission and brokerage conferred or permitted
by the Law. Any such commission or brokerage may be satisfied in fully
paid shares of the Company.
CERTIFICATED SHARES
14. In relation to Certificated Shares:-
(a) Every Member shall be entitled without payment to receive one
certificate for all the shares of each class registered in his name.
(b) Every certificate shall (unless the conditions of issue provide for a
longer interval) be issued within two months after allotment or the
lodgement with the Company of the transfer of the shares, and shall be
under the Seal and shall specify the number and class and
distinguishing numbers (if any) of the shares to which it relates and
the amount paid up thereon.
(c) In the case of a share or shares held jointly by several persons the
Company shall not be bound to issue more than one certificate therefor
and delivery of a certificate for a share to one of several joint
holders shall be sufficient delivery to all such holders.
(d) No certificate shall be issued representing shares of more than one
class.
(e) If and so long as all the issued shares in the capital of the company
or all the issued shares of a particular class are fully paid up and
rank pari passu for all purposes, then none of those shares shall bear
a distinguishing number. In all other cases each share shall bear a
distinguishing number.
UNCERTIFICATED SHARES
14A. (a) The Board may, in accordance with the Law and the Order, resolve that
a class of shares is to become, or is to cease to be, an
Uncertificated Share. The
<PAGE>
remaining provisions of this Article 14(A) shall only apply after such
a resolution of the Board has been made.
(b) Shares of a class shall not be treated as forming a separate class
from other shares of the same class as a consequence of such shares
being held in certificated or uncertificated form or of any provision
in these Articles or the Order applying only to certificated shares or
to uncertificated shares.
(c) Any share of a class which is an Uncertificated Share may be changed
from an uncertificated share to a certificated share and from a
certificated share to an uncertificated share in accordance with the
Order.
(d) These Articles apply to uncertificated shares of a class which is an
Uncertificated Share only to the extent that these Articles are
consistent with the holding of such shares in uncertificated form,
with the transfer of title to such shares by means of the
Uncertificated System and with the Order.
(e) The Board may lay down regulations not included in these Articles
which (in addition to or in substitution for any provisions in these
Articles):
(i) apply to the issue, holding or transfer of Uncertificated
Shares;
(ii) set out (where appropriate) the procedures for conversion
and/or redemption of Uncertificated Shares; and/or
(iii) the Board considers necessary or appropriate to ensure that
these Articles are consistent with the Order and/or the
Approved Operator's rules and practices.
Such regulations will apply instead of any relevant provisions in
these Articles which relate to certificates and the transfer,
conversion and redemption of shares or which are not consistent with
the Order, in all cases to the extent (if any) stated in such
regulations. If the Board makes any such regulations, paragraph (d) of
this Article will (for the avoidance of doubt) continue to apply to
these Articles, when read in conjunction with those regulations.
<PAGE>
(f) Any instruction given by means of an Uncertificated System shall be a
dematerialised instruction given in accordance with the Order, the
facilities and requirements of the Uncertificated System and the
Approved Operator's rules and practices.
(g) For any purpose under these Articles, the Company may treat a member's
holding of Uncertificated Shares and of Certificated Shares of the
same class as if they were separate holdings, unless the Board
otherwise decides.
(h) Where the Company is entitled under the Law, the Order, the Approved
Operator's rules and practices, these Articles or otherwise to dispose
of, forfeit, enforce a lien over or sell or otherwise procure the sale
of any shares of a class which is an Uncertificated Share which are
held in uncertificated form, the Board may take such steps (subject to
the Order and to such rules and practices) as may be required or
appropriate, by instruction by means of the Uncertificated System or
otherwise, to effect such disposal, forfeiture, enforcement or sale
including by (without limitation):
(i) requesting or requiring the deletion of any computer-based
entries in the Uncertificated System relating to the holding
of such shares in uncertificated form;
(ii) altering such computer-based entries so as to divest the
holder of such shares of the power to transfer such shares
other than to a person selected or approved by the Company
for the purpose of such transfer;
(iii) requiring any holder of such shares to take such steps as
may be necessary to sell or transfer such shares as directed
by the Company;
(iv) otherwise rectify or change the Register of Members in
respect of any such shares in such manner as the Board
considers appropriate (including, without limitation, by
entering the name of a transferee into the Register of
Members as the next holder of such shares); and/or
(v) appointing any person to take any steps in the name of any
holder of such shares as may be required to change such
shares from uncertificated form
<PAGE>
to certificated form and/or to effect the transfer of such
shares (and such steps shall be effective as if they had
been taken by such holder).
15. (a) Where a Member has transferred part only of his holding of shares
comprised in a certificate he shall be entitled without payment to a
balance certificate for the shares of that class retained by him.
(b) If a share certificate be defaced, worn out, lost or destroyed, it may
be renewed on such terms (if any) as to evidence and indemnity as the
Board thinks fit. In case of loss or destruction, the Member to whom
such renewed certificate is given shall also bear and pay to the
Company all expenses incidental to the investigation by the Company of
the evidence of such loss or destruction and to such indemnity.
(c) Any two or more certificates representing shares of any one class held
by any Member may at his request be cancelled and a single new
certificate for such shares issued in lieu without charge.
(d) If any Member shall surrender for cancellation a share certificate
representing shares held by him and request the Company to issue in
lieu two or more share certificates representing such shares in such
proportions as he may specify, the Board may, if it thinks fit, comply
with such request.
(e) In the case of shares held jointly by several persons any such request
mentioned in this Article may be made by any one of the joint holders.
LIEN
16. The Company shall have a first and paramount lien and charge on all
the shares (not being fully paid shares) registered in the name of a
Member (whether solely or jointly with others) for his debts,
liabilities and engagements, either alone or jointly with any other
person, whether a Member or not, to or with the Company, whether the
period for the payment or discharge thereof shall have actually
arrived or not. Such lien shall extend to all dividends from time to
time declared in respect of such shares, Unless otherwise agreed, the
registration of a transfer of shares shall operate as a waiver of the
Company's lien (if any) on such shares.
<PAGE>
17. For the purpose of enforcing such lien the Company may sell, in such
manner as the Board thinks fit, any shares on which the Company has a
lien, but no sale shall be made unless a sum in respect of which the
lien exists is presently payable, nor until the expiration of fourteen
days after a notice in writing stating and demanding payment of the
sum presently payable and giving notice of intention to sell in
default shall have been served on the registered holder for the time
being of the share of the person entitled by transmission to the
shares. For the purpose of giving effect to any such sale the
Directors may authorise some person to transfer to the purchaser
thereof the shares so sold.
18. The net proceeds of such sale, after payment of the costs of such
sale, shall be applied in or towards payment or satisfaction of the
debt or liability in respect whereof the lien exists, so far as the
same is presently payable, and any residue shall (subject to a like
lien for debts or liabilities not presently payable as existed upon
the shares prior to the sale) be paid to the person entitled to the
shares at the time of the sale. The purchaser shall be registered as
the holder of the shares so transferred and he shall not be bound to
see to the application of the purchase money, nor shall his title to
the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
CALLS ON SHARES
19. Subject to the terms of these Articles and to the terms of the
allotment of the shares the Board may from time to time make calls
upon the Members in respect of any moneys unpaid on their shares
(whether on account of the amount of the shares or by way of premium)
as it may think fit provided that (except as otherwise fixed by the
conditions of application or allotment) no call on any share shall be
payable at less than fourteen days from the date fixed for the payment
of the last preceding call and each Member shall, subject to being
given at least fourteen days' notice specifying the time or times and
place of payment, at the time or times and place so specified be
liable to pay the amount called on his share. A call may be made
payable by instalments. A call may be revoked or postponed as the
Directors may determine.
20. A call shall be deemed to have been made at the time when the
Resolution of the Board authorising the call was passed.
<PAGE>
21. The joint holders of a share shall be jointly and severally liable to
pay all calls and other moneys due in respect thereof.
22. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof the person from whom the sum is due
shall pay interest on the sum from the day appointed for payment
thereof to the time of actual payment at such rate per annum not
exceeding the Maximum Rate of Interest as the Board may determine, but
the Board shall be at liberty to waive payment of such interest wholly
or in part. No member shall be entitled to receive any dividend or to
be present and vote at any General Meeting either personally or (save
as proxy for another Member) by proxy, or be reckoned in a quorum, or
to exercise any other privilege as a Member until he shall have paid
all calls for the time being due and payable on every share held by
him, whether alone or jointly with any other person, together with
interest and expenses (if any).
23. Any sum which by the terms of issue of a share becomes payable upon
allotment or at any fixed date, whether on account of the amount of
the share or by way of premium, shall for all the purposes of these
Articles be deemed to be a call duly made and payable on the date on
which by the terms of issue the same becomes payable and in case of
non-payment all the relevant provisions of these Articles as to
payment of interest, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and notified.
24. The Board may from time to time make arrangements on the issue of
shares for a difference between the holders in the amount of calls to
be paid and time of payment of such calls.
25. The Board may, if it thinks fit, receive from any Member willing to
advance the same all or any part of the moneys uncalled and unpaid
upon any shares held by him beyond the sums actually called up thereon
as a payment in advance of calls and such payment in advance of calls
shall extinguish, so far as the same shall extend, the liability upon
the shares in respect of which it is advanced and upon the money so
received, or so much thereof as from time to time exceeds the amount
of the calls then made upon the shares in respect of which it has been
received, the Company may (until the same would, but for such
advances, become presently payable) pay interest at such rate as the
Member paying such sum and the Board agree upon. Provided that any
amount paid up in advance of
<PAGE>
calls shall not entitle the holder of the shares upon which such
amount is paid to participate in respect thereof in any dividend until
the same would but for such advance become presently payable.
TRANSFER OF CERTIFICATED SHARES
26. Subject to such of the restrictions contained in these Articles as may
be applicable, any Member may transfer all or any of his Certificated
Shares by instrument in writing in any usual or common form in use in
the Island of Jersey, or in the United Kingdom or in any other form
approved by the Board. Transfers need not be under seal.
27. The instrument of transfer of a Certificated Share shall be executed
by or on behalf of the transferor and (in the case of partly paid
Certificated Shares) by the transferee also.
28. The transferor shall be deemed to remain the holder of the
Certificated Share until the name of the transferee is entered in the
Register in respect thereof.
29. The Board may in its absolute discretion and without assigning any
reason therefor, decline to register any transfer of any Certificated
Shares in the Company (not being fully paid shares) to a person of
whom it does not approve and it may also refuse to register any
transfer of any Certificated Share to more than four joint holders of
any transfer of any Certificated Share (not being a fully paid up
Certificate Share) on which the Company has a lien.
30. The Directors may also decline to recognise any transfer of
Certificated Shares unless:-
(a) the instrument of transfer is deposited at the Office or
such other place as the Directors may reasonably require
accompanied by the certificate of the Certificated Shares to
which it relates and such other evidence as the Directors
may reasonably require to show the right of the transferor
to make the transfer; and
(b) the instrument of transfer is in respect of only one class
of Certificated Share.
31. If the Board declines to register a transfer of any Certificated
Shares it shall within one month after the date on which the transfer
was lodged with the Company send to the transferee notice of the
refusal.
<PAGE>
32. (a) Subject to paragraph (b) below, all instruments of transfer which
shall be registered shall be retained by the Company, but any
instrument of transfer which the Directors may decline to register
shall (except in any case of fraud) be returned to the person
depositing the same.
(b) Subject as hereinbefore provided, the Company shall be entitled to
destroy:-
(i) at any time after the expiration of ten years from the date
of registration thereof or on which an entry in respect
thereof shall have been made (as the case may be), all
instruments of transfer of Certificated Shares or debentures
or other forms of security of the Company which shall have
been registered and all letters of request, renounced
allotment letters and renounceable share certificates, forms
of acceptance and transfer and applications for allotment in
respect of which an entry in the Register shall have been
made;
(ii) at any time after the expiration of two years from the date
of cancellation thereof, all registered certificates for
Certificated Shares or debentures or representing any other
form of security of the Company (being certificates for
Certificated Shares, debentures or other securities in the
name of a transferor and in respect whereof the Company has
registered a transfer) and all mandates and other written
directions as to the payment of dividends or interest (being
mandates or directions which have been cancelled); and
(iii) at any time after the expiration of two years from the day
of the recording thereof, all notifications of change of
name or address
and it shall conclusively be presumed in favour of the Company that:-
(1) every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered;
(2) every certificate for Certificated Shares or debentures or
representing any other form of security so destroyed was a
valid certificate duly and properly cancelled; and
<PAGE>
(3) every other document hereinbefore mentioned so destroyed was
a valid and effective document in accordance with the
recorded particulars thereof in the books or records of the
Company
Provided that:-
(A) the provisions aforesaid shall apply only to the destruction
of documents in good faith and without notice of any claim
(regardless of the parties thereto) to which the document
might be relevant;
(B) nothing herein contained shall be construed as imposing on
the Company any liability in respect of the destruction of
any such document earlier than as aforesaid or in any case
where the conditions of Proviso (A) above are not fulfilled;
(C) references herein to the destruction of any documents
include references to the disposal thereof in any manner;
and
(D) any document referred to in paragraph (b)(ii) and (iii) of
this Article may be destroyed at a date earlier than that
authorised by this Article providing that a permanent copy
of such document shall have been made which shall not be
destroyed before the expiration of the period applicable to
the destruction of the original of such document and in
respect of which the Board shall take adequate precautions
for guarding against falsification and for facilitating its
production.
TRANSFER OF UNCERTIFICATED SHARES
32A. (a) Subject to these Articles and the Law, a Member may transfer all or
any of his Uncertificated Shares without a written instrument and in
accordance with the Order
(b) The Board shall register a transfer of title to any Uncertificated
Share or the renunciation or transfer of any renouncable right of
allotment of a share which is an Uncertificated Share held in
accordance with the Order, except that the Board may refuse (subject
to any relevant requirements of the London Stock Exchange)
<PAGE>
to register any such transfer or renunciation in favour of more than
four persons jointly or in any other circumstance permitted by Article
23 of the Order.
(c) If the Board declines to register a transfer of an Uncertificated
Share pursuant to Article 32A(b) the Company shall within one month of
being required to do so send to the transferee notice of the refusal
and, if required to register a transfer of title to Uncertificated
Shares by an Approved Operator's instruction, notify the Approved
Operator of its refusal to do so.
OTHER PROVISIONS RELATING TO TRANSFERS
33. The registration of transfers may be suspended at such times and for
such periods as the Directors may from time to time determine,
provided always that such registration shall not be suspended for more
than thirty days in any year.
34. No fee shall be charged for registration of a transfer or in respect
of the registration of any probate, letters of administration,
certificate of marriage or death, power of attorney or other document
relating to or affecting the title to any shares.
TRANSMISSION OF SHARES
35. In the case of the death of a Member the survivor or survivors where
the deceased was a joint holder and the executor or administrators of
the deceased where he was a sole or only surviving holder shall be the
only persons recognised by the Company as having any title to his
interest in the shares; but nothing in this Article shall release the
estate of a deceased holder whether sole or joint from any liability in
respect of any share solely or jointly held by him.
36. Any guardian of an infant Member and any curator or other legal
representative of a Member under legal disability and any person
entitled to a share in consequence of the death or bankruptcy of a
Member shall, upon producing such evidence of his title as the Board
may require, have the right either to be registered himself as the
holder of the share or to make such transfer thereof as the deceased or
bankrupt Member could have made but the Board shall in either case have
the same right to refuse or suspend registration as they would have had
in the case of a transfer of the share by the deceased or bankrupt
Member before his death or bankruptcy.
<PAGE>
37. A person so becoming entitled to a share in consequence of the death
or bankruptcy of a Member shall have the right to receive and may give
a discharge for all dividends and other moneys payable or other
advantages due on or in respect of the share, but he shall not be
entitled to receive notice of or to attend or vote at meetings of the
Company, or, save as aforesaid, to any of the rights or privileges of
a Member unless and until he shall be registered as a Member in
respect of the share. Provided always that the Board may at any time
give notice requiring any such person to elect either to be registered
himself or to transfer the share and if the notice is not complied
with within ninety days the Board may thereafter withhold all
dividends or other monies payable or other advantages due in respect
of the share until the requirements of the notice have been complied
with.
37A (a) If the person so becoming entitled shall elect to be registered
himself, shall deliver or send to the Company a notice in writing
signed by him stating that he so elects.
(b) If he shall elect to have another person registered, he shall:
(i) in the case of a certificated share, execute an instrument
of transfer of such share to such person; and
(ii) in the case of an uncertificated share, either:
(aa) procure that all appropriate instructions are
given by means of the Order to effect the transfer
of such share to such person; or
(bb) change the uncertificated share to certificated
form and then execute an instrument of transfer of
such share to such person.
FORFEITURE OF SHARES
38. If a Member fails to pay the whole or any part of any call or
instalment of a call on the day appointed for payment thereof the
Board may at any time thereafter during such time as any part of such
call or instalment remains unpaid serve a notice on him or on the
person entitled to the share by transmission requiring payment of so
much of the call or instalment as is unpaid, together with any accrued
interest calculated at such rate per annum not exceeding the Maximum
Rate of Interest as the Board shall determine and any costs, charges
and expenses incurred by the Company by reason of such non-payment.
<PAGE>
39. The notice shall name a further day (not earlier than fourteen days
from the date of service thereof) on or before which such call or
instalment or part thereof and all interest, costs, charges and
expenses accrued by reason of such non-payment are to be paid and
shall name the place where the payment required by the notice is to be
made and shall state that in the event of non-payment at or before the
time and at the place appointed the shares on which the call was made
will be liable to be forfeited.
40. (a) If the requirements of any such notice as aforesaid are not complied
with any share in respect of which such notice has been given may at
any time thereafter, before payment of all calls, instalments,
interest, costs, charges and expenses due in respect thereof has been
made, be forfeited by a Resolution of the Board to that effect and
such forfeiture shall include all dividends which shall have been
declared on the forfeited shares and not actually paid before the
forfeiture.
(b) When any share has been forfeited in accordance with these Articles,
notice of the forfeiture shall forthwith be given to the holder of the
share or to the person entitled to the share by transmission, as the
case may be, and an entry of such notice having been given and of the
forfeiture with the date thereof shall forthwith be made in the
Register in respect of such share; but the provisions of this
paragraph are directory only, and no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make
such entry as aforesaid.
(c) Notwithstanding any such forfeiture as aforesaid, the Board may, at
any time before the forfeited shares have been otherwise disposed of,
annul the forfeiture, on the terms of payment of all calls and
interest due thereon and all expenses incurred in respect of the share
and on such further terms (if any) as it shall see fit.
(d) The Board may accept a surrender of any share liable to be forfeited
hereunder.
41. A forfeited or surrendered share shall become the property of the
Company and may be sold, re-allotted or otherwise disposed of either
to the person who was before forfeiture the holder thereof or entitled
thereto or to any other person upon such terms and in such manner as
the Board shall think fit and whether with or without all or any part
of the amount previously paid up on the share or credited as so paid
up and at any time before
<PAGE>
a sale, re-allotment or disposition the forfeiture may be cancelled on
such terms as the Board thinks fit. The Board may, if necessary,
authorise some person to transfer a forfeited share to any other
person as aforesaid.
42. A person whose shares have been forfeited or surrendered shall cease
to be a Member in respect of the forfeited shares, but shall,
notwithstanding the forfeiture or surrender, remain liable to pay to
the Company all moneys which at the date of forfeiture or surrender
were presently payable by him to the Company in respect of the shares
with interest thereon at such rate not exceeding the Maximum Rate of
Interest from the date of forfeiture until payment as the Board may
determine and the Board may enforce payment without any allowance for
the value of the shares at the time of forfeiture.
43. A declaration made under oath before a Notary Public that the
declarant is a Director or Secretary of the Company and that a share
has been duly forfeited or surrendered in pursuance of these Articles,
and stating the date on which it was forfeited or surrendered, shall,
as against all persons claiming to be entitled to the share adversely
to the forfeiture or surrender thereof, be conclusive evidence of the
fact therein stated and such declaration, together with the receipt of
the Company for the consideration (if any) given for the share on the
sale or disposition thereof and a certificate for the share under the
Seal delivered to the person to whom the same is sold or disposed of,
shall constitute a good title to the share. Subject to the execution
of any necessary transfer such person shall be registered as the
holder of the share and shall be discharged from all calls made prior
to such sale or disposition and shall not be bound to see the
application of the purchase money or other consideration (if any), nor
shall his title to the share be affected by any act, omission or
irregularity relating to or connected with the proceedings in
reference to the forfeiture or surrender, sale, re-allotment or
disposal of the share.
44. The provisions of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a
share, becomes payable at a fixed time, whether on account of the
amount of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
<PAGE>
ALTERATION OF CAPITAL
45. The Company may from time to time by Special Resolution increase its
capital by such sum, to be divided into shares of such amounts each
carrying such special rights (if any) or being subject to such
restrictions (if any) as are referred to in Article 7, as the
Resolution shall prescribe. Subject to any directions made by the
Company when resolving on the increase in capital, any new shares
shall be at the disposal of the Board.
46. The Company may subject to the provisions of the Law from time to time
by Special Resolution:-
(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares. On any
consolidation of fully paid shares into shares of larger
amounts, the Board may settle any difficulty which may arise
as it thinks expedient and in particular (but without
prejudice to the generality of the foregoing) may as between
the holders of shares to be consolidated determine which
particular shares are to be consolidated into each
consolidated share and in the case of any shares registered
in the name of one holder or joint holders being
consolidated which shares registered in the name of another
holder or joint holders may make such arrangements as may be
thought fit for the sale of the consolidated share or any
fractions thereof and for such purpose may appoint some
person to transfer the consolidated share to the purchaser
and arrange either for the distribution among the persons
entitled thereto of the net proceeds of such sale after
deduction of the expenses of sale or for the payment of such
net proceeds to the Company. Provided that the necessary
unissued shares are available the Board may alternatively in
each case where the number of shares held by any holder is
not an exact multiple of the number of shares to be
consolidated into a single share issue to each such holder
credited as fully paid up by way of capitalisation the
minimum number of shares required to round up his holding to
such a multiple (such issue being deemed to have been
effected immediately prior to consolidation) and the amount
required to pay up such shares shall be appropriated at its
discretion from any of the sums standing to the credit of
the company's reserve accounts (including share premium
account and capital redemption reserve) or to the credit of
Profit and Loss Account and capitalised by applying the same
in paying up such shares;
<PAGE>
(b) sub-divide its existing shares, or any of them into shares
of smaller amount than is fixed by the Memorandum of
Association subject nevertheless to the provisions of the
Law, and so that the resolution whereby any share is
sub-divided may determine that, as between the holders of
the shares resulting from such sub-division, one or more of
the shares may have any such preferred or other special
rights over, or may have such deferred rights or be subject
to any such restrictions as compared with, the others as the
Company has power to attach to unissued or new shares;
(c) cancel any shares which, at the date of passing of the
Special Resolution, have not been taken or agreed to be
taken by any person, and diminish the amount of its share
capital by the amount of the shares so cancelled.
47. The Company may by Special Resolution reduce its share capital and any
capital redemption reserve or any share premium account in any manner
and with and subject to any incident authorised and consent required
by law.
48. All new shares shall be subject to the provisions of the Articles with
reference to payment of calls, lien, transfer, transmission,
forfeiture and otherwise.
GENERAL MEETING
49. The Company shall in each year hold a General Meeting at its Annual
General Meeting in addition to any other meeting in that year. Not
more than eighteen months shall elapse between the date of one Annual
General Meeting and that of the next. All Annual General Meetings
shall be held in the Island of Jersey at such time and at such place
as the Board may direct.
50. All General Meetings, other than Annual General Meetings, shall be
called Extraordinary General Meetings.
51. The Board may call an Extraordinary General Meeting whenever it thinks
fit and an Extraordinary General Meeting shall be convened on such
requisition, or, in default, may be convened by such requisitionists,
and in such manner as provided by the Law.
<PAGE>
NOTICE OF GENERAL MEETINGS
52. An Annual General Meeting or a General Meeting called for the passing
of a Special Resolution shall be called by at least 21 clear days'
notice. All other meetings shall be called by at least 14 clear days'
notice. Notice shall be given in the manner hereinafter mentioned to
the Auditor and to such persons as are under the provisions of these
Articles or the conditions of issue of the shares held by them
entitled to receive such notices from the Company.
53. A General Meeting of the Company shall, notwithstanding that it is
called by shorter notice than that specified in the last preceding
Article, be deemed to have been duly called with regard to the length
of notice if it is so agreed:-
(a) in the case of a meeting called as the Annual General
Meeting by all the Members entitled to attend and vote
thereat; and
(b) in the case of any other 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
ninety-five per cent in nominal value of the shares giving
that right.
54. In every notice calling a meeting of the Company or of any class of
Members of the Company there shall appear with reasonable prominence a
statement that a Member entitled to attend and vote is entitled to
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.
55. It shall be the duty of the Company, on the requisition in writing of
any number of Members representing not less than one-tenth of the
total voting rights of all the Members having at the date of the
requisition a right to vote at the meeting to which the requisition
relates and (unless the Company otherwise resolves) at the expense of
the requisitionists, to give to Members entitled to receive notice of
the next Annual General Meeting notice of any Resolution which may
properly be moved and is intended to be moved at that meeting and to
circulate to Members entitled to have notice of any General Meeting
sent to them any statement of not more than one thousand words with
respect of the matter referred to in any proposed Resolution or the
business to be dealt with at that meeting.
<PAGE>
56. (a) The accidental omission to give notice to or the non-receipt of notice
by any person entitled to receive notice shall not invalidate the
proceedings at any General Meeting.
(b) In cases where instruments of proxy are sent out with notices, the
accidental omission to send such instrument of proxy to or the
non-receipt of such instrument of proxy by any person entitled to
receive notice shall not invalidate the proceedings at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
57. All business shall be deemed special that is transacted at an
Extraordinary General Meeting and all business that is transacted at
an Annual General Meeting shall also be deemed special, with the
exception of declaring dividends, the consideration of the accounts,
balance sheets, certificates and the reports of the Directors and the
Auditor, the election of Directors and the Auditor in the place of
those retiring and the appointment and the fixing of the remuneration
of the Directors and the Auditor.
58. (1) No business shall be transacted at any General Meeting unless a quorum
is present when meeting proceeds to business. Save as in these
Articles otherwise provided two Members present in person or by proxy
and entitled to vote shall be a quorum for all purposes. A
representative of a corporation authorised pursuant to Article 83
hereof and present at any meeting of the Company or at any meeting of
any class of Members of the Company shall be deemed to be a Member for
the purposes of counting towards a quorum.
(2) If a Member is by any means in communication with one or other Members
so that each Member participating in the communication can hear what
is said by any other of them, each Member so participating in the
communication shall be deemed to be present at a meeting with the
other Members so participating.
59. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened on the requisition of
or by Members, shall be dissolved. In any other case it 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 (being
outside the United Kingdom) as the Board may determine and if at such
adjourned meeting a quorum is not
<PAGE>
present within fifteen minutes from the time appointed for holding the
meeting, the Members present in person or by proxy shall be a quorum.
60. The Chairman (if any) or, if absent, the Deputy Chairman (if any) of
the Board of Directors, or failing him, some other Director nominated
by the Directors, shall preside as Chairman at every General Meeting
of the Company, but if at any meeting neither the Chairman nor Deputy
Chairman be present within fifteen minutes after the time appointed
for holding the meeting, or if neither of them be willing to act as
Chairman, the Directors present shall choose some Director present to
be Chairman or if no Director be present or if all the Directors
present decline to take the chair, the Members present shall choose
some Member present to be Chairman.
61. The Chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting
from time to time and from place to place (being outside the United
Kingdom), but no business shall be transacted at any adjourned meeting
except business which might lawfully have been transacted at the
meeting from which the adjournment took place. When a meeting is
adjourned for fourteen days or more seven clear days' notice at the
least specifying the place (being outside the United Kingdom), the day
and the hour of the adjourned meeting shall be given as in the case of
the original meeting but it shall not be necessary to specify in such
notice the nature of the business to be transacted at the adjourned
meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an
adjourned meeting.
62. At any General Meeting a Resolution put to the vote of the Meeting
shall be decided on a show of hands unless before or upon the
declaration of the result of the show of hands a poll is demanded by
the Chairman or by at least three Members having the right to vote at
the meeting or by a Member or Members representing not less than
one-tenth of the total voting rights of all the Members having the
right to vote at the meeting or by a Member or Members 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 shares conferring that right.
63. Unless a poll is so demanded, a declaration by the Chairman that a
resolution has on a show of hands been carried, or carried
unanimously, or by a particular majority, or lost,
<PAGE>
or not carried by a particular majority and an entry to that effect in
the book containing the minutes of the proceedings of the Company
shall be conclusive evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against such
resolution.
64. The instrument appointing a proxy to vote at a meeting shall be deemed
also to confer authority to demand or join in demanding a poll. For
the purposes of Article 62 a demand by a person as proxy for a Member
shall be the same as a demand by the Member.
65. If a poll is duly demanded, it shall be taken in such manner and at
such place as the Chairman may direct (including the use of a ballot
or voting papers or tickets) and the result of a poll shall be deemed
to be the Resolution of the meeting at which the poll was demanded.
The Chairman may in the event of a poll appoint scrutineers and may
adjourn the meeting to some place and time fixed by him for the
purpose of declaring the result of the poll.
66. In the case of an equality of votes, whether on a show of hands or on
a poll, the Chairman of the meeting at which the show of hands takes
place or at which the poll is demanded shall be entitled to a second
or casting vote.
67. A poll demanded on the election of a Chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time and place as the Chairman directs
not being more than thirty days from the date of the meeting on which
the poll has been demanded.
68. The demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question of which
the poll has been demanded.
69. A demand for a poll may be withdrawn and no notice need to be given of
a poll not taken immediately.
VOTES OF MEMBERS
70. Subject to any special rights, restrictions or prohibitions as to
voting attached to any shares by or in accordance with these Articles,
on a show of hands every Member who (being an individual) is present
in person, or (being a corporation) is present by proxy or by a
representative appointed in accordance with Article 83 not being
himself a Member,
<PAGE>
shall have one vote and on a poll every Member who is present in
person, by representative or by proxy shall have one vote for every
share of which he is the holder.
71. 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 votes of the other joint holders; and for this
purpose seniority shall be determined by the order in which the names
stand in the Register in respect of the share.
72. A Member who has appointed Special and General Attorneys or a Member
who is subject to a Curatelle and Curator appointed by the Royal Court
or a Member of unsound mind in respect of whom an Order has been made
by any court having jurisdiction in lunacy may vote, whether on a show
of hands or on a poll, by his said Attorney, Curator, committee,
receiver, curator bonis, or other person in the nature of a committee,
receiver, curator bonis, appointed by such court, and such Attorney,
Curator, committee, receiver, curator bonis, or other person may on a
poll vote by proxy, provided that such evidence as the Board may
require of the authority of the person claiming to vote shall have
been deposited at the Office not less than forty-eight hours before
the time for holding the meeting or adjourned meeting at which such
person claims to vote.
73. No Member shall, unless the Board otherwise determine, be entitled to
vote at any General Meeting, either personally or by proxy, or to
exercise any privilege as a Member unless all calls or other sums
presently payable by him in respect of shares in the Company of which
he is holder or one of the joint holders have been paid.
74. If:-
(a) any objection shall be raised to the qualification of any
voter; or
(b) any votes have been counted which ought not to have been
counted or which might have been rejected; or
(c) any votes are not counted which ought to have been counted
the objection or error shall not vitiate the decision of the meeting on
any resolution unless the same is raised or pointed out at the meeting
or adjourned meeting at which they vote objected to is given or
tendered or at which the error occurs. Any objection or error shall be
referred to the Chairman of the meeting and shall only vitiate the
decision of the
<PAGE>
meeting on any resolution if the Chairman decides that the same is of
sufficient magnitude to vitiate the resolution or may otherwise have
affected the decision of the meeting. The decision of the Chairman on
such matters shall be final and conclusive.
75. On a poll votes may be given either personally or by proxy.
76. On a poll 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.
77. The instrument appointing a proxy shall be in writing under the hand
of the appointor or of his attorney duly authorised in writing, or, if
the appointor is a corporation, either under its common seal or under
the hand of an officer or attorney so authorised.
78. Any person (whether a Member of the Company or not) may be appointed
to act as proxy. A Member may appoint more than one proxy to attend on
the same occasion.
79. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified
copy of such power or authority, shall be deposited at the Office or
at such other place as is specified for that purpose in the notice of
the meeting or in the instrument of proxy issued by the Company not
less than forty-eight hours before the time appointed for holding the
meeting or adjourned meeting or for the taking of the poll at which
the person named in the instrument proposes to vote and in default the
instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of twelve
months from the date named in it as the date of its execution, except
at an adjourned meeting or on a poll demanded at a meeting or an
adjourned meeting in cases where the meeting was originally held
within twelve months from such date.
80. An instrument of proxy:-
(a) shall, unless the contrary is stated therein be valid as
well for any adjournment of the meeting as for the meeting
to which it relates;
(b) may be in any common form or in such other form as the Board
shall approve; and
(c) need not be witnessed.
<PAGE>
81. The Board may at the expense of the Company send, by post or
otherwise, to the Members instruments of proxy (with or without
stamped envelopes for their return) for use at any General Meeting or
at any meeting of any class of Members of the Company, either in blank
or nominating in the alternative any one or more of the Directors or
any other persons. If for the purpose of any meeting invitations to
appoint as proxy a person or one of a number of persons specified in
the invitations are issued at the expense of the Company such
invitations shall be issued to all (and not to some only) of the
Members entitled to be sent a notice of the meeting and to vote
thereat by proxy.
82. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the death or insanity of the principal
or the revocation of the instrument of proxy or of the authority under
which the instrument of proxy was executed or the transfer of the
share in respect of which the instrument of proxy is given, provided
that no intimation in writing of such death, insanity, revocation or
transfer shall have been received by the Company at the Office before
the commencement of the meeting or adjourned meeting at which the
instrument of proxy is used.
83. Any corporation which is a Member of the Company may by resolution of
its Directors or other governing body authorise such person as it
thinks fit to act as its representative at any meeting of the Company
or at any meeting of any class of any Members of the Company and the
person so authorised shall be entitled to exercise the same powers on
behalf of the corporation which he represents as that corporation
could exercise if it were an individual Member of the Company and such
corporation shall for the purposes of these Articles be deemed to be
present in person at any such meeting if a person so authorised is
present thereat.
DIRECTORS
84. Unless and until otherwise determined by the Company by Ordinary
Resolution, the Directors shall not be less than three. No person
shall be appointed as a Director if his appointment would cause or
permit the number of Directors resident in the United Kingdom for the
purposes of United Kingdom taxation to constitute a majority of the
Directors.
<PAGE>
85. A Director need not hold any shares in the Company to qualify him as a
Director but he shall be entitled to receive notice of and attend at
all General Meetings of the Company and at all separate general
meetings of the holders of any class of shares in the capital of the
Company.
86. The first Directors shall be determined in writing by the subscribers
to the Memorandum of Association or the majority of them.
87. The Directors shall be paid by way of remuneration for their services
such sum as shall be fixed by the Company in General Meeting. The
Directors shall also be entitled to be paid all travelling, hotel and
other expenses properly incurred by them in or with a view to the
performance of their duties or in attending meetings of the Board or
of Committees of the Directors or General Meetings of the Company.
88. Any Director who, by request of the Board, performs special services
for any purpose of the Company may be paid such other remuneration by
way of salary, percentage of profits, commission or otherwise as the
Directors may determine.
89. (a) Each Director shall have the power by instrument in writing to
nominate another Director or any other person to act as alternate
Director in his place at any meeting of the Directors or of a
Committee of the Directors at which he is unable to be present and at
his discretion to remove such alternate Director.
(b) An alternate Director shall be entitled to receive notice of meetings
of the Board and to attend and if his appointor is absent from the
meeting to vote at any such meeting and to perform thereat all the
functions of his appointor. Any Director of the Company who is
appointed an alternate Director shall be entitled to vote at a meeting
of the Directors on behalf of the Director so appointing him as
distinct from the vote to which he is entitled in his own capacity as
a Director of the Company and shall also be considered as two
Directors for the purpose of making a quorum of Directors when such
quorum shall exceed two but no Director shall at any meeting be
entitled to act as alternate Director for more than one other
Director. If his appointor is for the time being unavailable for the
appointee's signature to any resolution in writing of the Directors
shall be as effective as the signature of his appointor. Save as
aforesaid, an alternate
<PAGE>
Director shall not have power to act as a Director nor shall he be
deemed to be a Director for the purposes of these Articles.
(c) An alternate Director shall be entitled to contract and be interested
in and benefit from contracts or arrangements with the Company and to
be repaid expenses and to be indemnified to the same extent mutatis
mutandis as if he were a Director, but he shall not be entitled to
receive from the Company in respect of his appointment as alternate
Director any remuneration, except only 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.
(d) An alternate Director shall ipso facto cease to be an alternate
Director if his appointor ceases for any reason to be a Director,
provided that if any Director retires by rotation or otherwise but is
re-elected at the same Meeting, any appointment made by him pursuant
to this Article which was in force immediately before his retirement
shall remain in force.
90. (a) Every instrument appointing an alternate Director shall, as nearly as
circumstances will admit, be in the following form or to the following
effect:-
"LONDON PACIFIC GROUP LIMITED
I, a Director of the above named Company, in pursuance of
the power in that behalf contained in the Articles of Association of
the Company, hereby nominate and appoint of to act
as alternate Director in my place at any meeting of the Directors
which I am unable to attend and to exercise and discharge all my
duties as a Director of the Company.
As witness my hand this day of 20 ."
(b) The appointment and removal of an alternate Director shall take effect
when lodged at or telexed or telecopied to the Office.
<PAGE>
91. Subject as otherwise herein provided, the office of a Director shall
be vacated in any of the following events namely:-
(a) if he resigns his office by notice in writing under his hand given to
the Company and sent to or left at the Office;
(b) if he be declared en desastre or if he commits any act of bankruptcy
or if he makes any arrangement or composition with his creditors
generally;
(c) if he becomes of unsound mind;
(d) if he is absent from meetings of the Board for six successive months
without leave, and his alternate Director (if any) shall not during
such period have attended in his stead, and the Board resolves that by
reason of such absence his office be vacated;
(e) if he ceases to be a Director by virtue of, or becomes prohibited from
being a Director by reason of, an order made under provision of any
law or enactment;
(f) if he becomes resident in the United Kingdom and as a result thereof
the number of Directors resident in the United Kingdom for the
purposes of United Kingdom taxation would constitute a majority of the
Directors;
(g) if he requested by all the other Directors (not being less than two in
number) to vacate office; and
(h) if he is removed from office by an Ordinary Resolution of the Company
in General Meeting(but without prejudice to any claim for damages for
breach of any contract between the Director and the Company).
92. (a) A Director may hold any other office or place of profit under the
Company or any Subsidiary (other than the office of Auditor) in
conjunction with his office of Director on such terms as to tenure of
office and otherwise as the Directors may determine.
(b) No Director or intending Director shall be disqualified by his office
from contracting with the Company either as vendor, purchaser or
otherwise, nor shall
<PAGE>
any such contract or any contract or arrangement entered into by or on
behalf of the Company in which any Director is in any way interested
be liable to be avoided, nor shall any Director so contracting or
being so interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such
Director holding that office or of the fiduciary relationship thereby
established, but the nature of his interest must be declared by him at
the meeting of the Directors at which the question of entering into
the contract of arrangement is first taken into consideration, or if
the Director was not at the date of that meeting interested in the
proposed contract or arrangement, then at the next meeting of the
Directors held after he becomes so interested, and in a case where the
Director becomes interested in a contract or arrangement after it is
made, then at the first meeting of the Directors held after he becomes
so interested: PROVIDED nevertheless that a Director shall not vote or
be counted in the quorum in respect of any contract or arrangement in
which he is materially interested otherwise than by virtue of his
interest in shares or debentures or other securities of or otherwise
in or through the Company and if he shall do so his vote shall not be
counted, but the aforesaid prohibition shall not apply to any contract
or arrangement by a Director to guarantee or underwrite shares or
debentures of the Company or any of its Subsidiaries, nor to any
contract or resolution for giving to a Director any security or
indemnity in respect of money lent by him or obligations undertaken by
him for the benefit of the Company or any of its Subsidiaries, nor to
any proposal concerning the adoption, modification or operation of a
superannuation fund or retirement benefit scheme or employees share
scheme (whether operated by the Company or any Subsidiary) under which
he may benefit, nor to any contract or dealing with a corporation
where the sole interest of a Director is that he is a director, member
of creditor of such corporation, but is not the holder of or
beneficially interested in one per cent or more of the issued shares
of any class of such corporation or of any third corporation through
which his interest is derived or of the voting rights available to
members of the relevant Company (any such interest being deemed for
the purpose of this Article to be a material interest in all
circumstances) and the aforesaid prohibitions may at any time be
suspended or relaxed to any extent, and either generally or in respect
of any particular contract, arrangement or transaction
<PAGE>
by the Company in General Meeting by Ordinary Resolution. The Company
in General Meeting may by Ordinary Resolution ratify any transaction
not duly authorised by reason of any contravention of this paragraph
(b). A general notice in writing given to the Directors by any
Director to the effect that he is a member of any specified company or
firm, and is to be regarded as interested in any contract which may
thereafter be made with that company or firm, shall (if such Director
shall give the same at a meeting of the Directors or shall take
reasonable steps to secure that the same is brought up and read at the
next meeting of the Directors after it is given) be deemed a
sufficient declaration of interest in relation to any contract so
made.
(c) Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the Company or any company in
which the Company is interested, such proposals may be divided and
considered in relation to each Director separately. In such case each
of the Directors concerned (if not debarred from voting under
paragraph (b) of this Article) shall be entitled to vote (and be
counted in the quorum) in respect of each resolution except that
concerning his own appointment.
(d) If any question shall arise at any meeting as to the materiality of a
Director's interest or as to the entitlement of any Director to vote
and such question is not resolved by his voluntarily agreeing to
abstain from voting, such question shall be referred to the chairman
of the meeting, and his ruling in relation to any other Director shall
be final and conclusive except in a case where the nature or extent of
the interests of the Director concerned have not been fairly
disclosed.
(e) A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting whereat any contract or arrangement in which he
is materially interested is considered (other than in respect of his
appointment to any office or place of profit under the Company), and
he may vote thereat on all matters other than those in respect of
which he is debarred from voting under (b) above.
(f) Any Director may act by himself or through his firm in a professional
capacity for the Company, and he or his firm shall be entitled to
remuneration for professional
<PAGE>
services as if he were not a Director, provided that nothing herein
contained shall authorise a Director or his firm to act as Auditor to
the Company.
93. Any Director may continue to be or become a director, managing
director, manager or other officer or member of any company promoted
by the Company or in which the Company may be interested and no such
Director shall be accountable for any remuneration or other benefits
received by him as a director, managing director, manager, or other
officer or member of any such other company. The Board may exercise
the voting power conferred by the shares in any other company held or
owned by the Company, or exercisable by them as Directors of such
other Company, in such manner in all respects as they think fit
(including the exercise thereof in favour of any resolution appointing
themselves or any of them directors, managing directors, managers or
other officers of such company, or voting or providing for the payment
of remuneration to the directors, managing directors, managers or
other officers of such company).
94. The Board may establish and maintain or procure the establishment and
maintenance of any non-contributory or contributory pension or
superannuation funds for the benefit of and give or procure the giving
of pensions, allowances, gratuities or bonuses to any persons who are
or were at any time in the employment or service of the Company or of
any company which is a Subsidiary of the Company or of the
predecessors in business of the Company or any such Subsidiary or who
are or were at any time Directors or officers of the Company or of any
such other company or any such predecessors in business as aforesaid
and holding any salaried employment or office therein and the
relations, connections or dependants of any such persons and make
payments for or towards the insurance of any such persons as
aforesaid. Subject always to particulars with respect to the proposed
payment being disclosed to the members of the Company and to the
proposal being approved by the Company, any Director holding any such
employment or office shall be entitled to participate in and retain
for his own benefit any such donation, gratuity, pension, allowance or
emolument.
POWERS OF DIRECTORS
95. The business of the Company shall be managed by the Board from outside
the United States of America and the United Kingdom and it may
exercise all such powers of the Company as are not by the Law or by
these Articles required to be exercisable by the
<PAGE>
Company in General Meeting, subject nevertheless to any regulations of
these Articles, to the provisions of the Law and to such regulations,
being not inconsistent with the aforesaid regulations or provisions,
as may be prescribed by the Company in General Meeting, but no
regulation made by the Company in General Meeting shall invalidate any
prior act of the Board which would have been valid if such regulation
had not been made. The General Powers given by this Article shall not
be limited or restricted by any special authority or power given to
the Board by any other Article.
96. The Directors may establish any committee, local boards or agencies
for managing any of the affairs of the Company PROVIDED THAT no such
committee shall meet in the United Kingdom or consist of a majority of
Directors who are resident in the United Kingdom for the purposes of
United Kingdom taxation, nor shall any committee meeting be held at
which any such majority is present (and, if any committee meeting is
held in breach of this proviso, any decision reached or resolution
passed thereat shall be invalid and of no effect). PROVIDED FURTHER
THAT at least one half of the members of any such committee, local
board or agency shall be Directors and no resolution of any such
committee, local board or agency shall be effective unless a majority
of the members thereof present at the relevant meeting were Directors
or their duly appointed alternates. Subject as aforesaid, the Board
may appoint any person to be members of such committee, local boards
or agencies and may fix their remuneration and may delegate to any
committee, local board or agent any of the powers, authorities and
discretions vested in the Directors with power to sub-delegate and may
authorise the members of any local board or any of them to fill any
vacancies therein and to act notwithstanding vacancies and any such
appointment or delegation may be made upon such terms and subject to
such conditions as the Board may think fit and the Board may remove
any person so appointed and may annul or vary any such delegation, but
no person dealing in good faith and without notice of any such
annulment or variation shall be affected thereby.
97. (a) The Board may from time to time and at any time by power of attorney
under the Seal appoint any company, firm or person, or any fluctuating
body of persons, whether nominated directly or indirectly by the
Directors, to be attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these
Articles) and for such period and subject to such conditions as they
<PAGE>
may think fit and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with
any such attorney as the Board may think fit and may also authorise
any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him.
(b) The Board may subject to the provisions of the Law cause to be kept in
any part of the world (being outside the Island of Jersey) in which
the Company transacts business a branch register of Members resident
in such part of the world and the Directors may make and vary such
regulations as they may think fit respecting the keeping of any such
register.
98. (a) Subject as hereinafter provided the Directors may exercise all the
powers of the Company to borrow money and to mortgage charge create
security interests in or pledge its undertaking, property and assets
(including its uncalled capital) or any part thereof and to issue
debentures and other securities, whether outright or as, collateral
security, for any debt, liability or obligation of the Company its
Subsidiaries or of any third party.
(b) The Directors shall restrict the borrowing of the Company and shall
exercise all voting and other rights or powers of control exercisable
by the Company in relation to its Subsidiaries (if any) so as to
secure (as regards Subsidiaries so far as by such exercise they can
secure) that the aggregate amount for the time being remaining
undischarged of all moneys borrowed by the Group (inclusive of any
fixed or minimum premium payable on final repayment but exclusive of
intra-Group borrowing and also exclusive of any borrowings secured by
deposits of cash or on back-to-back arrangements) shall not at any
time except with the consent of the Company in General Meeting exceed
an amount equal to twice the Share Capital and Consolidated Reserves,
as hereinafter defined. For the purposes of the said limit the issue
of loan capital and debentures shall be deemed to constitute
borrowing, notwithstanding that the same may be issued in whole or in
part for a consideration other than cash.
(c) For the purpose of this Article "Share Capital and Consolidated
Reserves" means at any material time the amount standing to the credit
of the share capital account of the Company plus the aggregate amount
standing to the credit of the capital
<PAGE>
and revenue reserves (including any share premium account or capital
redemption reserve) all as shown in the audited balance sheet but
adjusted as may be necessary and appropriate to take account of any
increase in or reduction of the issued and paid-up share capital of
the Company since the date of the audited balance sheet and any
distribution (other than normal dividends paid out of profits earned
since such date) in cash or specie made, recommended or declared from
such reserves or profit and loss account since such date; excluding
any sums set aside for taxation; deducting any amount attributable to
minority interests; and after making such other adjustments (if any)
as the Auditors may consider appropriate, including in particular
adjustments to provide for the carrying into effect of the transaction
for the purposes of or in connection with which the Share Capital and
Consolidated Reserves require to be calculated. For the purposes of
the foregoing, share capital allotted shall be treated as issued and
share capital called up or payable at any fixed future date within the
following nine calendar months shall be treated as already paid up;
and if the Company proposes to issue any shares for cash and such
issue has been underwritten then such shares shall be deemed to have
been issued and the subscription monies (including any premium)
payable in respect thereof, within the following nine calendar months
shall be deemed to have been paid up.
The certificate of the Auditor as to the amount of Share Capital and
Consolidated Reserves at any time shall be conclusive and binding upon
all concerned.
(d) For the purpose of this Article monies borrowed shall be deemed to
include:-
(i) the outstanding amount of acceptances by any bank or
accepting house under any acceptance credit opened on behalf
of and in favour of any company in the Group;
<PAGE>
(ii) the nominal amount of any issued share capital and principal
amount of any monies borrowed the repayment whereof is
guaranteed by any company in the Group except so far as
either:
(1) such share capital or the debt owing in respect of such monies is for
the time being beneficially owned by any company in the Group, or
(2) such borrowed monies are otherwise taken into account as monies
borrowed by any company in the Group.
(e) No such sanction as aforesaid shall be required to the borrowing of
any sum of money intended to be applied to the repayment (with or
without premium) of any monies then already borrowed and outstanding
and so applied within sixty days of the borrowing thereof,
notwithstanding that the same may result in such limit being exceeded.
(f) No person dealing with the Company shall by reason of the foregoing
provisions be concerned to see or enquire whether this limit is
observed, and no debt incurred or security given in excess of such
limit shall be invalid or ineffectual unless the lender or the
recipient of the security had at the time when the debt was incurred
or security given express notice that the limit hereby imposed had
been or would thereby be exceeded.
99. The Company's bank account shall be kept with such bank or banks as
the Board shall from time to time determine.
100. All cheques, promissory notes, drafts, bill of exchange and other
negotiable or transferable instruments and all receipts for monies
paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the
Directors shall from time to time by Resolution determine.
MANAGING DIRECTOR AND OTHER APPOINTMENTS
101. (a) The Board may from time to time appoint one or more of the Directors
to the office of Managing Director or Joint Managing Director of the
Company or to any other executive office in the management,
administration or conduct of the
<PAGE>
business of the Company for such periods as the Board shall think fit,
and the Board may also from time to time (subject to the provision of
any agreement between him or them and the Company) remove him or them
from office, and appoint another or others in his or their place or
places.
(b) The remuneration and other terms and conditions of appointment of a
Director appointed to any office mentioned in paragraph (a) of this
Article may from time to time (subject to the provisions of these
Articles or of any agreement between him and the Company) be fixed by
the Board, and may be made payable by a lump sum or by way of salary
or commission on the dividends or profits or turnover of the Company,
or of any other company in which the Company is interested, or other
participation in any such profits or otherwise, or by any or all, or
partly by one and partly by another or others of those modes and
(subject as aforesaid) the remuneration so fixed shall be additional
to the remuneration to which he shall be entitled as a Director.
102. (a) A Director appointed to the office of Managing Director or Joint
Managing Director of the Company pursuant to Article 101 shall not,
while he continues to hold such office, be subject to retirement by
rotation, or be taken into account in determining the rotation of
retirement of Directors, but (subject to the provisions of any
agreement between him and the Company) he shall be subject to the same
provisions as to resignation and removal as the other Directors of the
Company.
(b) A Director appointed to the office of Managing Director or Joint
Managing Director of the Company pursuant to Article 101 shall ipso
facto and immediately cease to be Managing Director or Joint Managing
Director, as the case may be, if he shall cease to hold the office of
Director from any cause but he shall not (unless any agreement between
him and the Company shall otherwise provide) cease to hold his office
as a Director by reason only of his ceasing to be Managing Director or
Joint Managing Director of the Company, as the case may be.
(c) A Director appointed to any office mentioned in Article 101 (save the
office of Managing Director or Joint Managing Director of the Company)
shall not (unless any agreement between him and the Company shall
otherwise provide) cease to hold such office by reason only of his
ceasing to be a Director, nor (subject to the
<PAGE>
provisions of any agreement as aforesaid) shall any Director be liable
to vacate his office as a Director by reason only of his ceasing to
hold any other office as aforesaid, the intent being that the tenure
by any person of the office of Director and his tenure of any other
office as aforesaid shall (subject to the provisions of any agreement
as aforesaid) be distinct.
103. The Board may entrust to and confer upon any Director appointed to the
office of Managing Director any of the powers exercisable by it, other
than the power to make calls or forfeit shares, upon such terms and
conditions and with such restrictions as they think fit and either
collaterally with or to the exclusion of their own powers and may from
time to time revoke, withdraw or vary all or any part of such powers.
ROTATION, APPOINTMENT AND REMOVAL OF DIRECTORS
104. The Company may from time to time by Ordinary Resolution increase or
reduce the minimum number of Directors and/or fix and from time to
time increase or reduce a maximum number of Directors.
105. (a) At each Annual General Meeting of the Company one-third of the
Directors for the time being (other than any Directors not subject to
retirement by rotation) or, if their number is not three or a multiple
of three, then the number nearest to but (except when less than three
Directors are subject to retirement by rotation) not exceeding
one-third, shall retire from office.
(b) The Directors to retire in every year shall be those who are subject
to retirement by rotation and who have been longest in office since
their last election, but as between persons who became Directors on
the same day those to retire shall (unless they otherwise agree among
themselves) be determined by lot.
(c) A retiring Director shall be eligible for re-election.
<PAGE>
(d) The Company at the meeting at which a Director retires in manner
aforesaid may fill the vacated office by electing a person thereto,
and in default the retiring Director shall if offering himself for
re-election be deemed to have been re-elected except in any of the
following cases;
(i) where at such meeting it is expressly resolved not to fill
up such vacated office or a resolution for the re-election
of such Director is put to the meeting and lost; or
(ii) where such Director has given notice in writing to the
Company that he is unwilling to be re-elected.
(e) A resolution for the appointment of two or more persons as Directors
by a single resolution shall not be moved at any General Meeting
unless a resolution that it shall be so moved has first been agreed to
by the meeting without any vote being given against it; and any
resolution moved in contravention of this provision shall be void.
(f) No person other than a Director retiring at the meeting shall, unless
recommended by the Board, be eligible for election to the office of
Director at any General Meeting unless not less than seven nor more
than twenty-eight days before the date appointed for the meeting there
shall have been left at the Office notice in writing signed by a
Member duly qualified to attend and vote at the meeting for which such
notice is given of his intention to propose such person for election,
and also notice in writing signed by that person of his willingness to
be elected.
(g) The Board shall have power at any time and from time to time to
appoint any person to be a Director, either to fill a casual vacancy
or as an additional Director. Any Director so appointed shall hold
office only until the next following Annual General Meeting and shall
then be eligible for re-appointment but shall not be taken into
account in determining the Directors who are to retire by rotation at
such meeting.
106. The Company may by Ordinary Resolution remove any Director before the
expiration of his period of office and may by Ordinary Resolution
appoint another person in his stead.
<PAGE>
PROCEEDINGS OF DIRECTORS
107. The Directors may meet together for the despatch of business, adjourn
and otherwise regulate their meetings as they think fit. No meetings
of the Directors shall be held in the United States of America or the
United Kingdom and any decision reached or resolution passed by the
Board at any meeting which is held in the United States of America or
the United Kingdom shall be invalid and of no effect. Questions
arising at any meeting shall be determined by a majority of votes. A
Director may and the Secretary on the requisition of a Director shall
at any time summon a meeting of the Directors. Every Director and
alternate Director shall be entitled to receive from the Secretary
notice of every meeting of the Directors and such notice may be given
by post, telex or telecopier.
108. The quorum of Directors necessary for the transaction of the business
of the Board may be fixed by the Board and unless so fixed at any
other number shall be two provided that no meeting of the Directors
shall be quorate for any purposes other than that specified in
paragraph (g) of Article 105 if a majority of the Directors present
consist of persons who are resident in the United Kingdom for the
purposes of United Kingdom taxation and any decision reached or
resolution passed at any meeting at which such a majority is present
shall be invalid and of no effect and for the purposes of this Article
the residence of any alternate Director (whether or not a Director of
the Company) present shall be taken into account in deciding whether a
meeting can be held and in ascertaining whether any decision reached
or resolution passed is invalid and of no effect. A person (other than
a Director) appointed by a Director to act as his alternate Director
shall be counted in determining whether a quorum is present at any
meeting at which he is present and his, appointor is not present. When
the quorum of Directors necessary for the transaction of the business
of the Board exceeds two, any Director of the Company who has been
appointed as alternate Director by another member of the Board shall
be considered as two Directors for the purpose of determining whether
a quorum is present at any meeting at which he is present and his
appointor is not present.
109. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancies in their body, but if and so long as the
number of Directors is reduced below the minimum number fixed by or in
accordance with these Articles the continuing Directors or Director
may act for the purpose of filling up vacancies in their body or of
summoning General Meetings of the Company, but not for any other
purpose. If there
<PAGE>
be no Directors or Director able or willing to act, then any two
Members may summon a General Meeting for the purpose of appointing
Directors.
110. The Board may from time to time elect a Director to be a Chairman and,
if they think fit, a Deputy Chairman and determine the period for
which they respectively are to hold office and remove them from
office. The Chairman or, failing him, the Deputy Chairman shall
preside at all meetings of the Directors, but if there be no Chairman
or Deputy Chairman or if at any meeting the Chairman or Deputy
Chairman be not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of their
number to be Chairman of the meeting.
111. (1) A Resolution in writing signed by all the Directors for the time being
shall be valid and effectual as a Resolution passed at a meeting of
the Directors duly convened and held and may consist of several
documents in the like form each signed by one or more of the Directors
and signature in the case of a body corporate which is a Director
shall be sufficient if made by a Director thereof or its duly
appointed attorney.
(2) If a Director is by any means in communication with one or more other
Directors so that each Director participating in the communication can
hear what is said by any other of them, each Director so participating
in the communication shall be deemed to be present at a meeting with
the other Directors so participating.
112. A meeting of the Board at which a quorum is present shall be competent
to exercise all powers and discretions for the time being exercisable
by the Board.
113. The Board may subject to the provisions of Article 96 delegate any of
their powers to committees consisting of such member or members of
their body as they think fit. Any committee so formed shall in the
exercise of the powers so delegated conform to any regulations that
may be imposed on it by the Board.
114. The meetings and proceedings of any such committee consisting of two
or more members of the Board shall be governed by the provisions of
these Articles regulating the meetings and proceedings of the Board so
far as the same are applicable and are not superseded by any
regulations made by the Board under the last preceding Article.
<PAGE>
115. Subject to the requirements of these Articles as to the places of
residence of Directors being observed acts done by any meeting of the
Board or of a Committee of Directors or by any person acting as a
Director shall, notwithstanding it be afterwards discovered that there
was some defect in the appointment of any such Director or person
acting as aforesaid, or that they or any of them were disqualified, or
had vacated office, or were not entitled to vote, be as valid as if
every such person had duly been appointed and was qualified and had
continued to be a Director and had been entitled to vote.
116. The Board shall cause minutes to be made:-
(a) of all appointments of officers made by the Board;
(b) of the names of the Directors present at each meeting of the
Board and of any Committee of Directors;
(c) of all resolutions and proceedings at all meetings of the
Company and of the Board and of Committees of Directors.
Any such minute, 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, shall be evidence of the proceedings.
SECRETARY
117. The Secretary shall be appointed by the Board. Anything by the Law or
these Articles required or authorised to be done by or to the
Secretary may, if the office is vacant or there is for any other
reason no Secretary capable of acting, be done by or to any Assistant
or Deputy Secretary, or if there is no Assistant or Deputy Secretary
capable of acting, by or to any officer of the Company authorised
generally or specially in that behalf by the Directors. Provided that
any provisions of the Law and these Articles requiring or authorising
a thing to be done by or to a Director and the Secretary shall not be
satisfied by its being done by or to the same person acting both as
Director and as, or in the place of, the Secretary.
118. No person shall be appointed or hold office as Secretary who is:-
(a) the sole Director of the Company, or
<PAGE>
(b) a corporation the sole Director of which is the sole
Director of the Company.
COMPANY SEALS
119. (a) The Board shall provide for the safe custody of the Seal and the Seal
shall never be used except by the authority of a resolution of the
Board or of a committee of Directors authorised by the Board in that
behalf. The Board may from time to time make such regulations as they
see fit (subject to the provisions of these Articles relating to Share
Certificates) determining the persons and the number of such persons
in whose presence the Seal shall be used and until otherwise so
determined the Seal shall be affixed in the presence of two Directors,
or of one Director and the Secretary, or of one Director and some
other person duly authorised by the Board, who shall sign every
instrument to which the Seal is affixed: Provided that the Board may
either generally or in any particular case or cases resolve (subject
to such restrictions as to the manner in which the Seal may be affixed
as the Board may determine) that such signatures or any of them may be
affixed to certificates for shares or debentures or representing any
other form of security by some mechanical means other than autographic
to be specified in such resolution or that such certificate need not
be signed by any person.
(b) The Board may by resolution adopt and authorise the use of a facsimile
seal and further approve and authorise the use of such facsimile seal
by affixation, printing or reproduction in any other manner for a
specified purpose or purposes in conjunction with the signatures of
two Directors or one Director and the Secretary (or Assistant
Secretary) or of one Director and some other person duly authorised by
the Directors, such signatures to be either manual or printed or
reproduced in any other manner and such affixing printing or
reproduction of the facsimile seal on any instrument on which its use
has been authorised by the Board, such signatures to be either manual
or printed or reproduced in any other manner and such affixing
printing or reproduction of the facsimile seal on any instrument on
which its use has been authorised by the Board accompanied by the
manual printed or otherwise reproduced signatures of two Directors or
of one Director and the Secretary (or Assistant Secretary) or of one
Director and some other person duly authorised by the Board shall have
the same meaning and effect as if the Seal had been affixed in the
presence of two Directors or of one Director
<PAGE>
and the Secretary or of one Director and some other person duly
authorised by the Board.
(c) The Board may by resolution adopt and authorise the use of a branch
seal for use in any territory district or place outside of Jersey
which shall be a facsimile of the Seal with the addition on its face
either of the words "Branch Seal" or of the name of the territory
district or place where it is to be used and further may approve and
authorise the use of such branch seal in conjunction with the
signatures of two Directors or of one Director and the Secretary or of
one Director and some other person duly authorised by the Board such
signatures to be either manual or printed or reproduced in any other
manner and the use of the branch seal or any instrument on which its
use has been authorised by the Board shall have the same meaning and
effect as if the Seal had been affixed in the presence of two
Directors or of one Director and the Secretary or of one Director and
some other person duly authorised by the Directors.
(d) The Board may subject to the provisions of the Law by resolution adopt
and authorise the use of a securities seal for affixing to
certificates for Shares and Debentures and the use of such securities
seal on any such certificates and otherwise in accordance with the
provision of paragraph (a) of this Article 119 shall have the same
meaning and effect as if the Seal had been affixed to such
certificates in accordance with the provisions of the said paragraph
(a).
RECORD DATES
120. Notwithstanding any other provision of these Articles the Board may
fix a date as the record date for any dividend, distribution,
allotment or issue and such record date may be on or at any time
within six months before or after any date on which such dividend,
distribution, allotment or issue is declared, paid or made.
DIVIDENDS
121. The Company in General Meeting may declare dividends but no dividend
shall exceed the amount recommended by the Board. No dividend shall be
payable except in accordance with the Law and out of such funds as may
be lawfully distributed as dividends, and no dividend shall be
declared unless the amount available to be paid shall
<PAGE>
exceed the amount of any accumulated income losses carried forward
from previous accounting periods of the Company.
122. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends, shall be declared and
paid according to the amount paid up on the shares in respect whereof
the dividend is paid, but no amount paid up on a share in advance of
calls shall be treated for the purposes of this Article as paid up on
the shares. Provided that if any share is issued on terms providing
that it shall rank for dividend as from or after a particular date,
such share shall rank for dividend accordingly.
123. The Board may if it thinks fit from time to time pay to the Members
such interim dividends as appear to the Board to be justified by the
profits of the Company. If at any time the Share Capital of the
Company is divided into different classes the Board may pay such
interim dividends in respect of those shares in the capital of the
Company which confer on the holders thereof deferred or non-preferred
rights as well as in respect of those shares which confer on the
holders thereof preferential rights with regard to dividend and
provided that the Board act bona fide they shall not incur any
responsibility to the holders of shares conferring a preference for
any damage that they may suffer by reason of the payment of an interim
dividend on any shares having deferred or non-preferred rights. The
Board may also pay half-yearly, or at other suitable intervals to be
settled by them, any dividend which may be payable at a fixed rate if
they are of the opinion that the profits justify the payment.
124. The Board may deduct from any dividend or other monies payable to any
Member on or in respect of a share all sums of money (if any)
presently payable by him to the Company on account of calls or
otherwise in relation to the shares of the Company.
125. All unclaimed dividends may be invested or otherwise made use of by
the Board for the benefit of the Company until claimed. No dividend
shall bear interest against the Company. The payment by the Board of
any unclaimed dividend or other moneys payable on or in respect of a
Share into a separate account shall not constitute the Company a
trustee in respect thereof. Any dividend unclaimed after twelve years
or more after the date of its declaration shall be forfeited and shall
revert to the Company.
<PAGE>
126. (a) Any dividend or other monies payable on or in respect of a share may
be paid by cheque or warrant sent through the post to the registered
address of the Member or person entitled thereto and in the case of
joint holders to that one whose name stands first on the Register in
respect of their joint holding. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent and payment
of the cheque or warrant shall be a good discharge to the Company.
Every such cheque or warrant shall be sent at the risk of the person
entitled to the money represented thereby.
(b) If cheques or warrants representing payment of two or more consecutive
declared dividends due to a Member have been, sent by post to that
Member pursuant to paragraph (a) above and have been returned to the
Company undelivered, or have been left uncashed, the Board may resolve
in respect of any or all dividends declared thereafter to cease to
send dividend cheques or warrants by post to that Member until such
time as the Member claims them from the Company, and any dividend
payments so retained by the Company shall be deemed to be unclaimed
dividends and shall be treated and dealt with in accordance with
Article 125.
127. If several persons are registered as joint holders of any share any
one of them may give effectual receipts for any dividend or other
monies payable on or in respect of the share.
128. A General Meeting declaring a dividend may on the recommendation of
the Board direct payment of such dividend wholly or in part by the
distribution of specific assets and in particular of paid up shares or
debentures of any other company and the Board shall give effect to
such Resolution and where any difficulty arises in regard to the
distribution the Board may settle the same as it thinks expedient and
in particular it may issue fractional certificates and fix the value
for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any Members upon the
footing of the value so fixed in order to adjust the rights of Members
and may vest any specific assets in trustees upon trust for the
persons entitled to the dividend as may seem expedient to the Board
and generally may make such arrangements for the allotment, acceptance
and sale of such specific assets, or any part thereof and otherwise as
they think fit.
<PAGE>
RESERVES
129. The Board may before recommending any dividend (whether preferential
or otherwise) set aside out of the profits of the Company such sums as
it think proper as a reserve or reserves which shall, at the
discretion of the Board, be applicable for any purpose to which the
profits of the Company may be properly applied and pending such
application may, at the like discretion, either be employed in the
business of the Company or be invested in such investments (other than
shares of the Company or of its Holding Company, if any) as the Board
may from time to time think fit. The Board may also without placing
the same to reserve carry forward any profits which they may think
prudent not to divide.
CAPITALISATION OF RESERVES
130. The Company in General Meeting may on the recommendation of the Board
resolve that it is desirable to capitalise any part of the amount for
the time being standing to the credit of any of the Company's reserve
accounts or to the credit of the profit and loss account or otherwise
available for distribution and nor required for payment of dividend on
any shares with a preferential right to dividend and accordingly that
such sum be set free for distribution amongst the Members who would
have been entitled thereto if distributed by way of dividend and in
the same proportions on condition that the same be not paid in cash
but applied in or towards paying up any amounts for the time being
unpaid on any shares held by such Members respectively or paying up in
full unissued shares or debentures of the Company to be allotted and
distributed credited as fully paid up to and amongst such Members in
the proportion as aforesaid or partly in one way and partly in the
other and the Board shall give effect to such resolution: Provided
that a share premium account and a capital redemption reserve may, for
the purpose of this regulation, only be applied in the paying up of
unissued shares to be issued to Members of the Company as fully paid
bonus shares.
131. Whenever such resolution as aforesaid shall have been passed the Board
shall make all appropriations and applications of the undivided
profits resolved to be capitalised thereby and all allotments and
issues of fully paid shares or debentures, if any, and generally shall
do all acts and things required to give effect thereto with full power
to the Board to make such provision by the issue of fractional
certificates or by payment in cash or otherwise
<PAGE>
as they think fit for the case of shares or debentures becoming
distributable in fractions and also to authorise any person to enter
on behalf of all the Members entitled thereto into an agreement with
the Company providing for the allotment to them respectively, credited
as fully paid up, of any further shares or debentures to which they
may be entitled upon such capitalisation, or (as the case may require)
for the payment up by the Company on their behalf, by the application
thereto of their respective proportions of the profits resolved to be
capitalised, of the amounts or any part of the amounts remaining
unpaid on their existing shares and any agreement made under such
authority shall be effective and binding on all such Members.
ACCOUNTS
132. The Directors shall cause accounting records to be kept which are
sufficient to show and explain its transactions and are such as to:-
(a) disclose with reasonable accuracy, at any time, the
financial position of the Company at that time; and
(b) enable the Directors to ensure that any accounts prepared by
the Company comply with the requirements of the Law.
The books of account shall be kept at the Office or at such other
place as the Directors think fit and shall at all times be open to the
inspection of the Directors and the Secretary.
133. The Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations the accounts and books of the Company, or any of them,
shall be open to the inspection of Members, not being Directors, and
no Member (not being a Director) shall have any right of inspecting
any account or book or document of the Company, except as conferred by
the Law or as authorised by the Directors or by the Company in General
Meeting.
134. (1) The Directors shall prepare accounts for the period ending on each
Accounting Date and such accounts shall be prepared in accordance with
generally accepted accounting principles and show a true and fair view
of the profit or loss of the Company for the period and of the state
of the Company's affairs at the end of the period and comply with any
other requirements of the Law.
<PAGE>
(2) Accounts prepared in accordance with this Article shall be approved by
the Directors, and signed on their behalf by one of them.
135. Subject to the provisions of the Law, within seven months from the
period ending on an Accounting Date, the accounts for that period
shall be laid before a General Meeting together with a copy of the
Auditors' report (if any).
136. A copy of the accounts shall, ten days previously to the General
Meeting before which they are to be laid, be circulated among the
shareholders or shall otherwise be made available to shareholders in
accordance with the Law.
AUDIT
137. Subject to the provisions of the Law, the Company shall appoint an
Auditor who shall examine the accounts of the Company and shall report
thereon in accordance with the Law. In the event that an Auditor is so
appointed he shall retire and face re-election and his re-election
shall be determined at each Annual General Meeting subsequent to such
appointment, subject to the following provisions:-
(a) a Director or officer of the Company shall not be capable of
being appointed the Auditor;
(b) the Board may fill any casual vacancy in the office of
Auditor and fix his or their remuneration, but while such
vacancy continues, the surviving or continuing Auditor or
Auditors (if any) may act;
(c) the only persons qualified to act as Auditor shall be
persons who qualify in accordance with the provisions of the
Law.
The Auditor if and when appointed shall report on the accounts in
accordance with the Law and shall have the powers and duties which are
specified in the Law.
AUTHENTICATION OF DOCUMENTS
138. (a) Any Director or the Secretary or any person appointed by the Board for
the purpose shall have power to authenticate any documents affecting
the constitution of the Company and any resolutions passed by the
Company or the Board and any books, records, documents and accounts
relating to the business of the Company,
<PAGE>
and to certify copies thereof or extracts therefrom as true copies or
extracts; and where any books, records, documents or accounts are
elsewhere than at the Office the officer of the company having the
custody thereof shall be deemed to be a person appointed by the Board
as aforesaid.
(b) A document purporting to be a copy of a resolution of the Board of an
extract from the minutes of a meeting of the Board which is certified
as such in accordance with paragraph (a) of this Article shall be
conclusive evidence in favour of all persons dealing with the Company
on the faith thereof that such resolution has been duly passed or, as
the case may be, that such extract is a true and accurate record of a
duly constituted meeting of the Board.
NOTICES
139. Any notice or document may be served by the Company on any Member
either personally or by sending it through the post in a prepaid
letter addressed to such Member at his address appearing in the
Register. In the case of joint holders of a share all notices shall be
given to that one of the joint holders whose name stands first in the
Register in respect of the joint holding and notices so given shall be
sufficient notice to all the joint holders. Notices to be posted to
addresses outside the Channel Islands, the United Kingdom and the
continent of Europe shall so far as practicable be forwarded by
prepaid air mail.
140. Any Member present, either personally or by proxy, at any meeting of
the Company shall for all purposes be deemed to have received due
notice of such meeting and, where requisite, of the purpose for which
such meeting was convened.
141. Any summons, notice, order or other document required to be sent to or
served upon the Company, or upon any officer of the Company may be
sent or served by leaving the same or sending it through the post in a
prepaid letter, envelope or wrapper addressed to the Company or to
such officer at the Office.
142. (a) Any notice or other document, if served by post, shall be deemed to
have been served forty-eight hours after the time when the letter
containing the same is posted and in proving such service it shall be
sufficient to prove that the letter containing the notice or document
was properly addressed and duly posted.
<PAGE>
(b) Any notice required to be given by the Company to the Members or any
of them, and not otherwise provided for by or pursuant to these
Articles, shall be sufficiently given if by advertisement which shall
be inserted once in at least one leading daily newspaper published in
London. Any notice given by advertisement shall be deemed to have been
served before noon on the day on which the advertisement appears.
(c) In reckoning the period for any notice given under these Articles the
day on which notice is served, or deemed to be served, and the day for
which such notice is given, shall be excluded.
143. Any notice or document delivered or sent by post to or left at the
registered address of any Member in pursuance of these Articles shall,
notwithstanding that such Member be then dead or bankrupt and whether
or not the Company has notice of his death or bankruptcy, be deemed to
have been duly served in respect of any share registered in the name
of such Member as sole or joint holder unless his name shall at the
time of the service of the notice or document have been removed from
the Register as the holder of the share and such service shall for all
purposes be deemed a sufficient service of such notice or document on
all persons interested (whether jointly with or as claiming through or
under him) in the share.
WINDING UP
144. If the Company shall be wound up the surplus assets remaining after
payment of all creditors shall subject to the provisions of the Law be
divided among the Members of the Company in proportion to the capital
which at the commencement of the winding up is paid up, or ought to
have been paid up, on the shares held by them respectively and if such
surplus assets shall be insufficient to repay the whole of the paid up
capital, they shall be distributed so that, as nearly as may be, the
losses shall be borne by the Members in the proportion to the capital
paid up, or which ought to have been paid up, at the commencement of
the winding up on shares held by them respectively. This Article is
subject to the rights of any shares which may be issued with special
rights or privileges.
145. If the Company shall be wound up (whether the liquidation is
voluntary, under supervision or by the court) the liquidator may,
subject to the provisions of the Law and
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with the authority of a Special Resolution, divide among the Members
in specie the whole or any part of the assets of the Company and
whether or not the assets shall consist of property of one kind or
shall consist of properties of different kinds and may for such
purposes set such value as he deems fair upon any one or more class or
classes of property and may determine how such division shall be
carried out as between the Members or different classes of Members.
The liquidator may, with the like authority, vest any part of the
assets in trustees upon such trust for the benefit of Members as the
liquidator, with the like authority, shall think fit and the
liquidation of the Company may be closed and the Company dissolved,
but so that no member shall be compelled to accept any shares in
respect of which there is a liability.
COMPROMISES AND ARRANGEMENTS
146. Where a compromise or arrangement is proposed between the Company and
its Members or any class of them, the Board, or, if the Company is
being wound up, the liquidator, may call General Meetings of the
Members or a separate meeting of the class of Members and if a
resolution (being, in the case of General Meetings of Members, a
Special Resolution, or, in the case of a separate meeting of a class
of Members a resolution passed by a majority of two-thirds of the
votes cast at such meeting) is passed thereat approving the compromise
or arrangement, the compromise or arrangement shall be binding on all
the Members or call of Members, as the case may be, and also on the
Company and, if the Company is in the course of being wound up, on the
liquidator.
INDEMNITY
147. (1) To the extent permitted by the Law, every Director, Auditor, Secretary
or other officer of the Company shall be entitled to be indemnified by
the Company against all costs, charges, losses, expenses and
liabilities incurred by him in the execution and discharge of his
duties or in relation thereto including any liability incurred by him
in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by
him as an officer or employee of the Company and in which judgment is
given in his favour (or the proceedings otherwise disposed of without
any finding or admission of any material breach of duty on his part)
or in which he is acquitted or in connection with any application
under any statute for relief from liability in
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respect of any such act or omission in which relief is granted to him
by the court. No Director, Secretary or other officer of the Company
shall be liable for the acts, receipts, neglects, or defaults of any
other Director, Secretary or officer or for joining in any receipt or
other act for conformity unless he himself has been negligent or in
wilful default of his duty.
(2) The Company may purchase and maintain for any officer insurance
against any liability.
REPRESENTATIVES FOR REAL AND PERSONAL ESTATE
148. Power and authority to represent the Company for the purchase or sale
of real property will be vested in the Directors for the time being or
in one of them designated by the Board or in their duly appointed
Attorney. The Directors or one of them designated by the Board or
their duly appointed Attorney will represent the Company in all legal
and judicial transactions arising out of the real property of the
Company.
149. One of the Directors of the Company for the time being or an Attorney
duly appointed by the Board will represent the Company before all
courts of Law with respect to all legal transactions other than those
arising from the real property of the Company.
