FID Trust International

SAMPLE


The Companies Acts 1985 and 1989

Public Company Limited by Shares

Articles of Association of [Name of your company] PLC


PRELIMINARY

1.

(a) Subject as hereinafter provided the Regulations incorporated in Table A as set out in the Schedule to the Companies (Table A to F) Regulations 1985 as amended and hereinafter called “Table A” shall apply to the Company.

(b) The Articles hereinafter, together with the Regulations incorporated in Table A subject to their exclusion or modification hereinafter expressed, shall constitute the Regulations of the Company.

(c) Any reference in these Articles to “the Act” shall mean the Companies Act 1985 as amended or extended by any other enactment.

INTERPRETATION

2.     In Regulation 1 of Table A there shall be inserted before the words “office” and “secretary” the word the” and between the words “regulations” and “the Act” the words “and in any regulations adopting in whole or in part the same”.

ALLOTMENT OF SHARES

3.    Subject to the provisions hereinafter expressed, the Directors are authorised for the purposes of Sections 80 and 89 of the Act to exercise the power of the Company to allot shares to the amount of the authorised but unissued share capital of the Company at the date hereof and the Directors may allot, grant options over or otherwise dispose of such shares to such persons, on such terms and in such manner as they think fit provided always that:-

(i)    save as provided in sub-paragraph (ii) below, the authority hereby given to the Directors to exercise the power of the Company to allot shares shall expire five years after the date of incorporation of the Company;

(ii)    the Members in General Meeting may by Ordinary Resolution:-

(a)    renew the said authority (whether or not it has been previously renewed) for a period not exceeding five years, but such Resolution must state (or restate) the amount of shares which may be allotted under such authority or renewed authority or, as the case may be, the amount remaining to be allotted thereunder, and must specify the date on which the authority or renewed authority will expire;

(b)   revoke or vary any such authority (or renewed authority); and

(iii)    not withstanding the aforementioned provisions of sub-paragraphs (i) and (ii) the Company may make an offer or agreement which would or might require shares to be allotted after such authority has expired and in pursuance of such an offer or agreement the Directors may allot shares notwithstanding that such authority or renewed authority has expired and as if Section 89(1) of the Act did not apply.

Any reference to the allotment of shares shall include a reference to the grant of any right to subscribe for, or to convert any security into shares, but shall not include any reference to the allotment of shares pursuant to such a right.

4.     Subject to Chapter VII of Part V of the Act and any regulations of the Company, the Company may purchase its own shares (including redeemable shares) out of distributable profits or the proceeds of a fresh issue of shares.

5.     Subject to Chapter VII of the Act, any shares may, with the sanction of an Ordinary Resolution, be issued on the terms that they are, or, at the option of the Company or the shareholder are liable, to be redeemed on such terms and in such manner as the Company before the issue of shares may by Special Resolution determine, and whether out of distributable profits or the proceeds of a fresh issue of shares.

GENERAL MEETINGS AND RESOLUTIONS

6.

(a)    Any proxy appointed by a member of the Company in accordance with Section 372 of the Act shall be entitled to vote on a show of hands as well as on a poll. PROVIDED THAT no person present shall be entitled to more than one vote on a show of hands save as provided in Regulation 50 of Table A.

(b)   In every notice convening a General Meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, or show of hands to vote instead of him and that such proxy need not also be a Member.

(c)    Regulations 38 and 59 of Table A shall be modified accordingly.

(d)   Proxies may be deposited at the Registered office of the Company at any time before the time of the Meeting for which they are to be used unless otherwise specified in the notice convening such meeting. The Directors may at their discretion treat a facsimile transmission or other machine made copy of an instrument appointing a proxy as a proxy for the purpose of this Article. Regulation 62 of Table A shall be modified accordingly.

7.     A resolution in writing signed or approved by letter, telex, facsimile transmission or cable by all members of the Company, who would have been entitled to vote upon it if it had been duly proposed at a General Meeting or at a meeting of any class of members of the Company, or by their duly appointed attorneys, shall be as valid and effectual as if it had been passed at a General Meeting or at such a class meeting of the Company (as the case may be) duly convened and held. Any such resolution may consist of several documents (or, in the case of a member which is a body corporate, by a director thereof or by a duly appointed representative). Regulation 53 of Table A shall not apply to the Company.

APPOINTMENT OF DIRECTORS

8.     Unless and until otherwise determined by the Company in General Meeting there shall be no maximum number of Directors and the minimum number of Directors shall be two.

9.    

(a)    The Directors shall not be required to retire by rotation and Regulation 73 to 80 (inclusive) of Table A shall not apply to the Company.

(b)   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 executed 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 executed by the person of his willingness to be appointed.

(c)    Subject to paragraph (b) 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.

(d)   The Director 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 by the Company in General Meeting as the maximum number of Directors for the time being in force.

(e)    Regulation 84 of Table A shall be modified by the deletion of the last sentence therefrom.

PROCEEDINGS OF DIRECTORS

10.     Notice of a meeting of the Directors shall be deemed to be property given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last know address or any other address given by him to the Company for his purpose, or by any other means authorised in writing by the Director concerned. A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of the Directors shall during his absence be sent in writing to him at an address or to a facsimile or telex number given by him to the Company for his purpose, but if no request is made to the Directors it shall not be necessary to give notice of a meeting of the Directors to any Director who is for the time being absent from the United Kingdom. A Director may waive notice of any meeting either retrospectively or prospectively. Regulation 88 of Table A shall be modified accordingly.

11.     All or any of the members of the board or any committee of the board may participate in a meeting of the board or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest of the group of those participating is assembled, or, if there is no such group where the Chairman of the meeting then is.

12.

(a)     A Director who is in any way either directly or indirectly interested (whether through persons connected with him as defined in Section 346 of the Act or otherwise) in any contract, transaction or arrangement (whether or not constituting a contract and whether actual or proposed) with the Company or in which the Company is otherwise interested, shall declare the nature of his interest at a Meeting of the Directors in accordance with Section 317 of the Act. Subject to such disclosure a Director shall be entitled to vote in respect of any such contract, transaction or arrangement in reckoning whether a quorum is present.

(b)     Regulation 94 to 97 (inclusive) of Table A shall not apply to the Company.

BORROWING POWERS

13.     The Directors may exercise all the powers of the Company to borrow money, whether in excess of the nominal amount of the share capital of the Company for the time being issued or not, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, and to issue debentures, debenture stock or any other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

DISQUALIFICATION OF DIRECTORS

14.     The office of a Director shall be vacated if he becomes incapable by reason of illness or injury of managing and administering his property and affairs and Regulation 81 of Table A shall be modified accordingly.

GRATUITIES AND PENSIONS

15.     In Regulation 87 of Table A there shall be inserted between the words “the directors” and “may” the words “on behalf of the Company”.

DIVIDENDS

16.     No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part VIII of the Act which apply to the Company.

NOTICES

17.

(a)    Any notice or other document may be served on or delivered to any Member by the Company either personally, or by sending it by post addressed to the Member at his registered address or by facsimile transmission or telex or other instantaneous mean of transmission to a number provided by the member for this purpose, or by leaving it at his registered address addressed to the Member, or by any other means authorised in writing by the Member concerned. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the joint holders. Regulation 112 of Table A shall be modified accordingly.

(b)   Any notice or other document, which is sent by post, shall be deemed to have been served or delivered 24 hours after posting and, in providing such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or other document left at a registered address otherwise than by post or sent by facsimile transmission or telex or other instantaneous means of transmission, shall be deemed to have been served or delivered when it was so left or sent. Regulation 115 of Table A shall not apply.

EXECUTION OF DOCUMENTS

18.     The seal, if any, shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by Secretary or by a second Director. Any document signed by a Director and the Secretary of the Company or by two Directors of the Company and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal of the Company. A document shall only be so signed with the authority of a resolution of the Directors or a committee of the Directors. Regulation 101 of Table A shall not apply to the Company.

INDEMNITY

19.

(a)    The Company shall in accordance with Section 310(3) of the Act pay for any liability insurance and also indemnify any Director, Officer or Auditor of the Company against any liability incurred by him in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquired in any connection with an application under Section 144(3) or (4) or Section 727 in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

(b)   Regulation 118 in Table A shall not apply to the Company.

Name (s) and Address (es) of Subscriber (s):

Date: __ __Month__ 20__

[NAME OF YOUR COMPANY] PLC,

SOME STREET, SOME TOWN, SOME WHERE ZZ3 3XX

SOME NAME,

SOME STREET, SOME TOWN, SOME WHERE, ZZ3 3XX

SOME NAME,

SOME STREET, SOME TOWN, SOME WHERE, ZZ3 3XX

SOME NAME,

SOME STREET, SOME TOWN, SOME WHERE, ZZ3 3XX