THE COMPANIES ACTS 1985 TO 1989
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
GLOBAL CROSSING MARKETING (UK) LIMITED
As amended by Special Resolution passed on 8th May 1998
1. The Company's name is 'Cheltrading 188 Limited'.
2. The Company's registered office is to be situated in England and Wales.
3. (i) The object of the Company is to carry on business as a
general commercial company.
(ii) Without prejudice to the generality of the object and the
powers of the Company derived from Section 3A of the Act
the Company has power to do all or any of the following
things:-
(a) To purchase or by any other means acquire and take options
over any property whatever, and any rights or privileges
of any kind over or in respect of any property.
(b) To apply for, register, purchase, or by other means
acquire and protect, prolong and renew, whether in the
United Kingdom or elsewhere any patents, patent rights,
brevets d'invention, licences, secret processes, trade
marks, designs, protections and concessions and to
disclaim, alter, modify, use and turn to account and to
manufacture under or grant licences or privileges in
respect of the same, and to expend money in experimenting
upon, testing and improving any patents, inventions or
rights which the Company may acquire or propose to
acquire.
(c) To acquire or undertake the whole or any part of the
business, goodwill, and assets of any person, firm, or
company carrying on or proposing to carry on any of the
businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to
undertake all or any of the liabilities of such person,
firm or company, or to acquire an interest in, amalgamate
with, or enter into partnership or into any arrangement
for sharing profits, or for co-operation, or for mutual
assistance with any such person, firm, or company, or for
subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration
for any of the acts or
2
things aforesaid or property acquired, any shares,
debentures, debenture stock or securities that may be
agreed upon, and to hold and retain, or sell, mortgage and
deal with any shares, debentures, debenture stock or
securities so received.
(d) To improve, manage, construct, repair, develop, exchange,
let on lease or otherwise, mortgage, charge, sell, dispose
of, turn to account, grant licences, options, rights and
privileges in respect of, or otherwise deal with all or
any part of the property and rights of the Company.
(e) To invest and deal with the moneys of the Company not
immediately required in such manner as may from time to
time be determined and to hold or otherwise deal with any
investments made.
(f) To lend and advance money or give credit on any terms and
with or without security to any person, firm or company
(including without prejudice to the generality of the
foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way
with, the Company), to enter into guarantees, contracts of
indemnity and suretyships of all kinds, to receive money
on deposit or loan upon any terms, and to secure or
guarantee in any manner and upon any terms the payment of
any sum of money or the performance of any obligation by
any person, firm or company (including without prejudice
to the generality of the foregoing any such holding
company, subsidiary, fellow subsidiary or associated
company as aforesaid).
(g) To borrow and raise money in any manner and to secure the
repayment of any money borrowed, raised or owing by
mortgage, charge, standard security, lien or other
security upon the whole or any part of the Company's
property or assets (whether present or future), including
its uncalled capital, and also by a similar mortgage,
charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation
or liability it may undertake or which may become binding
on it.
(h) To draw, make, accept, endorse, discount, negotiate,
execute and issue cheques, bills of exchange, promissory
notes, bills of lading, warrants, debentures, and other
negotiable or transferable instruments.
(i) To apply for, promote, and obtain any Act of Parliament,
order, or licence of the Department of Trade or other
authority for enabling the Company to carry any of its
objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which
may seem calculated directly or indirectly to promote the
Company's interests, and to oppose any proceedings or
applications
3
which may seem calculated directly or indirectly to
prejudice the Company's interests.
(j) To enter into any arrangements with any government or
authority (supreme, municipal, local, or otherwise) that
may seem conducive to the attainment of the Company's
objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights,
privileges or concessions which the Company may think
desirable and to carry out, exercise, and comply with any
such charters, decrees, rights, privileges, and
concessions.
(k) To subscribe for, take, purchase, or otherwise acquire,
hold, sell, deal with and dispose of, place and underwrite
shares, stocks, debentures, debenture stocks, bonds,
obligations or securities issued or guaranteed by any
other company constituted or carrying on business in any
part of the world, and debentures, debenture stocks,
bonds, obligations or securities issued or guaranteed by
any government or authority, municipal, local or
otherwise, in any part of the world.
(l) To control, manage, finance, subsidise, co-ordinate or
otherwise assist any company or companies in which the
Company has a direct or indirect financial interest, to
provide secretarial, administrative, technical, commercial
and other services and facilities of all kinds for any
such company or companies and to make payments by way of
subvention or otherwise and any other arrangements which
may seem desirable with respect to any business or
operations of or generally with respect to any such
company or companies.
(m) To promote any other company for the purpose of acquiring
the whole or any part of the business or property or
undertaking or any of the liabilities of the Company, or
of undertaking any business or operations which may appear
likely to assist or benefit the Company or to enhance the
value of any property or business of the Company, and to
place or guarantee the placing of, underwrite, subscribe
for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.
(n) To sell or otherwise dispose of the whole or any part of
the business or property of the Company, either together
or in portions, for such consideration as the Company may
think fit, and in particular for shares, debentures, or
securities of any company purchasing the same.
(o) To act as agents or brokers and as trustees for any
person, firm or company, and to undertake and perform sub-
contracts.
4
(p) To remunerate any person, firm or company rendering
services to the Company either by cash payment or by the
allotment to him or them of shares or other securities of
the Company credited as paid up in full or in part or
otherwise as may be thought expedient.
(q) To distribute among the Members of the Company in kind any
property of the Company of whatever nature.
(r) To pay all or any expenses incurred in connection with the
promotion, formation and incorporation of the Company, or
to contract with any person, firm or company to pay the
same, and to pay commissions to brokers and others for
underwriting, placing, selling, or guaranteeing the
subscription of any shares or other securities of the
Company.
(s) To support and subscribe to any charitable or public
object and to support and subscribe to any institution,
society, or club which may be for the benefit of the
Company or its Directors or 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 and generally to provide
advantages, facilities and services for any persons who
are or have been Directors of, or who are or have been
employed by, or who are serving or have served the
Company, or any company which is a subsidiary of the
Company or the holding company of the Company or a fellow
subsidiary of the Company or the predecessors in business
of the Company or of any such subsidiary, holding or
fellow subsidiary company and to the wives, widows,
children and other relatives and dependents of such
persons; to make payments towards insurance including
insurance for any Director, officer or Auditor against any
liability as is referred to in Section 310(1) of the Act;
and to set up, establish, support and maintain
superannuation and other funds or schemes (whether
contributory or non-contributory) for the benefit of any
of such persons and of their wives, widows, children and
other relatives and dependents; and to set up, establish,
support and maintain profit sharing or share purchase
schemes for the benefit of any of the employees of the
Company or of any such subsidiary, holding or fellow
subsidiary company and to lend money to any such employees
or to trustees on their behalf to enable any such purchase
schemes to be established or maintained.
(t) Subject to and in accordance with a due compliance with
the provisions of Sections 155 to 158 (inclusive) of the
Act ( if and so far as such provisions shall be
applicable), to give, whether directly or indirectly, any
kind of financial assistance (as defined in Section
152(1)(a) of the Act) for any such purpose as is specified
in Section 151(1) and/or Section 151(2) of the Act.
5
(u) To procure the Company to be registered or recognised in
any part of the world.
(v) To do all or any of the things or matters aforesaid in any
part of the world and either as principals, agents,
contractors or otherwise, and by or through agents,
brokers, sub-contractors or otherwise and either alone or
in conjunction with others.
(w) To do all such other things as may be deemed incidental or
conducive to the attainment of the Company's object or of
any of the powers given to it by the Act or by this
Clause.
AND so that:-
(1) None of the provisions set forth in any sub-clause of this
Clause shall be restrictively construed but the widest
interpretation shall be given to each such provision, and
none of such provisions shall, except where the context
expressly so requires, be in any way limited or restricted
by reference to or inference from any other provision set
forth in such sub-clause, or by reference to or inference
from the terms of any other sub-clause of this Clause, or
by reference to or inference from the name of the Company.
(2) The word 'Company' in this Clause, except where used in
reference to the Company, shall be deemed to include any
partnership or other body of persons, whether incorporated
or unincorporated and whether domiciled in the United
Kingdom or elsewhere.
(3) In this Clause the expression 'the Act' means the
Companies Act 1985, but so that any reference in this
Clause to any provision of the Act shall be deemed to
include a reference to any statutory modification or re-
enactment of that provision for the time being in force.
4. The liability of the Members is limited.
5. The Company's share capital is (Pounds)1,000 divided into 1000 shares of
(Pounds)1 each.
6
We, the subscribers to this Memorandum of Association, wish to be formed
into a Company pursuant to this Memorandum; and we agree to take the number of
shares shown opposite our respective names.
NAME AND ADDRESSES OF SUBSCRIBERS NUMBER OF SHARES TAKEN BY EACH
SUBSCRIBER
1. Stoorne Incorporations Limited
4th Floor ONE
The Quadrangle
Imperial Square
Cheltenham
Gloucestershire
GL50 1YX
2. Stoorne Services Limited
4th Floor ONE
The Quadrangle
Imperial Square
Cheltenham
Gloucestershire
GL50 1YX
-------------------------------------------------------------------------
Total shares taken TWO
-------------------------------------------------------------------------
Dated the day of
Witness to the above Signatures:- Gerald Ireland
4th Floor
The Quadrangle
Imperial Square
Cheltenham
Gloucestershire
GL50 1YX
Chartered Secretary
7
THE COMPANIES ACTS 1985 TO 1989
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
GLOBAL CROSSING MARKETING (UK) LIMITED
As amended by Special Resolution passed on 8th May 1998
PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the
Companies (Tables A to F) Regulations 1985 (SI 1985 No 805) as amended
by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985
No 1052) (such Table being hereinafter called 'Table A') shall apply
to the Company save in so far as they are excluded or varied hereby
and such Regulations (save as so excluded or varied) and the Articles
hereinafter contained shall be the regulations of the Company.
(b) In these Articles the expression 'the Act' means the Companies Act
1985, but so that any reference in these Articles to any provision of
the Act shall be deemed to include a reference to any statutory
modification or re-enactment of that provision for the time being in
force.
ALLOTMENT OF SHARES
2. (a) Shares which are comprised in the authorised share capital with
which the Company is incorporated shall be under the control of the
Directors who may (subject to Section 80 of the Act and to paragraph
(d) below) allot, grant options over or otherwise dispose of the same,
to such persons, on such terms and in such manner as they think fit.
(b) All shares which are not comprised in the authorised share capital
with which the Company is incorporated and which the Directors propose
to issue shall first be offered to the Members in proportion as nearly
as may be to the number the existing shares held by them respectively
unless the Company in General Meeting shall by Special Resolution
otherwise direct. The offer shall be made by notice specifying the
number of shares offered, and limiting a period (not being less than
fourteen days) within which the offer, if not accepted, will be deemed
to be declined. After the expiration of that period, those shares so
deemed to be declined shall be offered in the proportion aforesaid to
the persons who have, within the said period, accepted all the shares
offered to them; such further offer shall be made in like terms in the
8
same manner and limited by a like period as the original offer. Any
shares not accepted pursuant to such offer or further offer as
aforesaid or not capable of being offered as aforesaid except by way
of fractions and any shares released from the provisions of this
Article by any such Special Resolution as aforesaid shall be under the
control of the Directors, who may allot, grant options over or
otherwise dispose of the same to such persons, on such terms, and in
such manner as they think fit, provided that, in the case of shares
not accepted as aforesaid, such shares shall not be disposed of on
terms which are more favourable to the subscribers therefor than the
terms on which they were offered to the Members. The foregoing
provisions of this paragraph (b) shall have effect subject to Section
80 of the Act.
(c) In accordance with Section 91(1) of the Act Sections 89(1) and 90(1)
to (6) (inclusive) of the Act shall not apply to the Company.
(d) The Directors are generally and unconditionally authorised for the
purposes of Section 80 of the Act, to exercise any power of the
Company to allot and grant rights to subscribe for or convert
securities into shares of the Company up to the amount of the
authorised share capital with which the Company is incorporated at any
time or times during the period of five years from the date of
incorporation and the Directors may, after that period, allot any
shares or grant any such rights under this authority in pursuance of
an offer or agreement so to do made by the Company within that period.
The authority hereby given may at any time (subject to the said
Section 80) be renewed, revoked or varied by Ordinary Resolution of
the Company in General Meeting.
SHARES
3. The lien conferred by Clause 8 in Table A shall attach also to fully paid-
up shares, and the Company shall also have a first and paramount lien on
all shares, whether fully paid or not, standing registered in the name of
any person indebted or under liability to the Company, whether he shall be
the sole registered holder thereof or shall be one of two or more joint
holders, for all moneys presently payable by him or his estate to the
Company. Clause 8 in Table A shall be modified accordingly.
4. The liability of any Member in default in respect of a call shall be
increased by the addition at the end of the first sentence of Clause 18 in
Table A of the words 'and all expenses that may have been incurred by the
Company by reason of such non-payment'.
GENERAL MEETINGS AND RESOLUTIONS
5. (a) Every notice convening a General Meeting shall comply with the
provisions of Section 372(3) of the Act as to giving information to
Members in regard to their right to appoint proxies; and notices of
and other communications relating
9
to any General Meeting which any Member is entitled to receive shall
be sent to the Directors and to the Auditors for the time being of the
Company.
(b) No business shall be transacted at any General Meeting unless a quorum
is present. Subject to paragraph (c) below two persons entitled to
vote upon the business to be transacted, each being a Member or a
proxy for a Member or a duly authorised representative of a
corporation, shall be a quorum.
(c) If and for so long as the Company has only one Member, that Member
present in person or by proxy or if that Member is a corporation by a
duly authorised representative shall be a quorum.
(d) If a quorum is not present within half an hour from the time appointed
for a General Meeting the General Meeting shall stand adjourned to the
same day in the next week at the same time and place or to such other
day and at such other time and place as the Directors may determine;
and if at the adjourned General Meeting a quorum is not present within
half an hour from the time appointed therefor such adjourned General
Meeting shall be dissolved.
(e) Clauses 40 and 41 in Table A shall not apply to the Company.
6. (a) If and for so long as the Company has only one Member and that
Member takes any decision which is required to be taken in General
Meeting or by means of a written resolution, that decision shall be as
valid and effectual as if agreed by the Company in General Meeting
save that this paragraph shall not apply to resolutions passed
pursuant to sections 303 and 391 of the Act.
(b) Any decision taken by a sole Member pursuant to paragraph (a) above
shall be recorded in writing and delivered by that Member to the
Company for entry in the Company's Minute Book.
APPOINTMENT OF DIRECTORS
7. (a) Clause 64 in Table A shall not apply to the Company.
(b) The maximum number and minimum number respectively of the Directors
may be determined from time to time by Ordinary Resolution in General
Meeting of the Company. Subject to and in default of any such
determination there shall be no maximum number of Directors and the
minimum number of Directors shall be one. Whensoever the minimum
number of Directors shall be one, a sole Director shall have authority
to exercise all the powers and discretions by Table A and by these
Articles expressed to be vested in the Directors generally, and Clause
89 in Table A shall be modified accordingly.
(c) The Directors shall not be required to retire by rotation and Clauses
73 to 80 (inclusive) in Table A shall not apply to the Company.
10
(d) No person shall be appointed a Director at any General Meeting unless
either:-
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days
before the date appointed for the General Meeting, notice
signed by a Member qualified to vote at the General Meeting
has been given to the Company of the intention to propose
that person for appointment, together with notice signed by
that person of his willingness to be appointed.
(e) Subject to paragraph (d) above, the Company may by Ordinary Resolution
in General Meeting appoint any person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director.
(f) The Directors may appoint a person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director,
provided that the appointment does not cause the number of Directors
to exceed any number determined in accordance with paragraph (b) above
as the maximum number of Directors and for the time being in force.
(g) In any case where as the result of the death of a sole Member of the
Company the Company has no Members and no Directors the personal
representatives of such deceased member shall have the right by notice
in writing to appoint a person to be a Director of the Company and
such appointment shall be as effective as if made by the Company in
General Meeting pursuant to paragraph (e) of this Article.
BORROWING POWERS
8. The Directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they
think fit, and subject (in the case of any security convertible into
shares) to Section 80 of the Act to grant any mortgage, charge or standard
security over its undertaking, property and uncalled capital, or any part
thereof, and to issue debentures, debenture stock, and other securities
whether outright or as security for any debt, liability or obligation of
the Company or of any third party.
ALTERNATE DIRECTORS
9. (a) An alternate Director shall not be entitled as such to receive
any remuneration from the Company, save that he may be paid by the
Company such part (if any) of the remuneration otherwise payable to
his appointor as such appointor may by notice in writing to the
Company from time to time direct, and the first sentence of Clause 66
in Table A shall be modified accordingly.
11
(b) A Director, or any such other person as is mentioned in Clause 65 in
Table A, may act as an alternate Director to represent more than one
Director, and an alternate Director shall be entitled at any meeting
of the Directors or of any committee of the Directors to one vote for
every Director whom he represents in addition to his own vote (if any)
as a Director, but he shall count as only one for the purpose of
determining whether a quorum is present.
GRATUITIES AND PENSIONS
10. (a) The Directors may exercise the powers of the Company conferred by
Clause 3(ii)(s) of the Memorandum of Association of the Company and
shall be entitled to retain any benefits received by them or any of
them by reason of the exercise of any such powers.
(b) Clause 87 in Table A shall not apply to the Company.
PROCEEDINGS OF DIRECTORS
11. (a) A Director may vote, at any meeting of the Directors or of any
committee of the Directors, on any resolution, notwithstanding that it
in any way concerns or relates to a matter in which he has, directly
or indirectly, any kind of interest whatsoever, and if he shall vote
on any such resolution as aforesaid his vote shall be counted; and in
relation to any such resolution as aforesaid he shall (whether or not
he shall vote on the same) be taken into account in calculating the
quorum present at the meeting.
(b) Clauses 94 to 97 (inclusive) in Table A shall not apply to the
Company.
THE SEAL
12. (a) If the Company has a seal it shall only be used with the authority of
the Directors or of a committee of Directors. The Directors may
determine who shall sign any instrument to which the seal is affixed
and unless otherwise so determined it shall be signed by a Director
and by the Secretary or second Director. The obligation under Clause
6 of Table A relating to the sealing of share certificates shall apply
only if the Company has a seal. Clause 101 of Table A shall not apply
to the Company.
(b) The Company may exercise the powers conferred by Section 39 of the Act
with regard to having an official seal for use abroad, and such powers
shall be vested in the Directors.
12
INDEMNITY
13. (a) Every Director or other officer or Auditor of the Company shall be
indemnified out of the assets of the Company against all losses or
liabilities which he may sustain or incur in or about the execution of
the duties of his office or otherwise in relation thereto, including
any liability incurred by him in defending any proceedings, whether
civil or criminal, or in connection with any application under Section
144 or Section 727 of the Act in which relief is granted to him by the
Court, and no Director or other officer shall be liable for any loss,
damage or misfortune which may happen to or be incurred by the Company
in the execution of the duties of his office or in relation thereto.
But this Article shall only have effect in so far as its provisions
are not avoided by Section 310 of the Act.
(b) The Directors shall have power to purchase and maintain for any
Director, officer or Auditor of the Company insurance against any such
liability as is referred to in Section 310(1) of the Act.
(c) Clause 118 in Table A shall not apply to the Company.
TRANSFER OF SHARES
14. The Directors may, in their absolute discretion and without assigning any
reason therefor, decline to register the transfer of a share, whether or
not it is a fully paid share, and the first sentence of Clause 24 in Table
A shall not apply to the Company.
NAMES AND ADDRESSES OF SUBSCRIBERS
1. Stoorne Incorporations Limited
4th Floor
The Quadrangle
Imperial Square
Cheltenham
Gloucestershire GL50 1YX
2. Stoorne Services Limited
4th Floor
The Quadrangle
Imperial Square
Cheltenham
Gloucestershire GL50 1YX
13
Dated this day of
Witness to the above signatures, Gerald Ireland
4th Floor
The Quadrangle
Imperial Square
Cheltenham
Gloucestershire
GL50 1YX
Chartered Secretary