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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.57M
Business-Combination Transaction
128: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 12K
2: EX-3.1 Chc Helicopter S.A., Articles of Association HTML 103K
11: EX-3.10 Chc Global Operations International Inc., Bylaws HTML 115K
12: EX-3.11 Chc Helicopter Holding S.A R.L, Articles of HTML 130K
Association
13: EX-3.12 Chc Helicopters (Barbados) Limited, Amended HTML 288K
Articles of Incorporation
14: EX-3.13 Chc Helicopters (Barbados) Limited, Bylaws HTML 134K
15: EX-3.14 Chc Holding Nl B.V., Deed of Incorporation HTML 140K
16: EX-3.15 Chc Holding (Uk) Limited, Certificate of HTML 87K
Incorporation
17: EX-3.16 Chc Holding (Uk) Limited, Amended Memorandum of HTML 132K
Association
18: EX-3.17 Chc Hoofddorp B.V., Deed of Incorporation HTML 149K
19: EX-3.18 Chc Netherlands B.V., Amended Articles of HTML 193K
Association
20: EX-3.19 Chc Norway Acquisition Co. As, Certificate of HTML 52K
Registration
3: EX-3.2 6922767 Holding S.Ar.L. Articles of Association HTML 319K
21: EX-3.20 Chc Norway Acquisition Co. As, Articles of HTML 48K
Association
22: EX-3.21 Chc Sweden Ab, Certificate of Registration HTML 54K
23: EX-3.22 Chc Sweden Ab, Articles of Association and Rules HTML 77K
of Procedure
24: EX-3.23 Helicopter Services Group As, Articles of HTML 49K
Association
25: EX-3.24 Helicopter Services Group As, Certificate of HTML 56K
Registration
26: EX-3.25 Helikopter Service As, Certificate of Registration HTML 54K
27: EX-3.26 Helikopter Service As, Articles of Association HTML 49K
28: EX-3.27 Heli-One Canada Inc., Certificate of Amalgamation HTML 67K
29: EX-3.28 Heli-One Canada Inc., Bylaws HTML 130K
30: EX-3.29 Heli-One Defence B.V., Amended Articles of HTML 110K
Association
4: EX-3.3 Capital Aviation Services B.V. Amended Articles of HTML 125K
Association
31: EX-3.30 Heli-One Holdings (Uk) Limited, Certificate of HTML 44K
Incorporation
32: EX-3.31 Heli-One Holdings (Uk) Ltd, Memorandum of HTML 93K
Association & Articles of Association
33: EX-3.32 Heli-One (Europe) As, Amended Articles of HTML 47K
Association
34: EX-3.33 Heli-One (Europe) As, Certificate of Registration HTML 53K
35: EX-3.34 Heli-One Leasing Inc., Certificate of HTML 64K
Incorporation
36: EX-3.35 Heli-One Leasing Inc., Bylaws HTML 114K
37: EX-3.36 Heli-One Leasing (Norway) As, Amended Articles of HTML 49K
Association
38: EX-3.37 Heli-One Leasing (Norway) As, Certificate of HTML 53K
Registration
39: EX-3.38 Heli-One (Norway) As, Amended Articles of HTML 48K
Association
40: EX-3.39 Heli-One (Norway) As, Certificate of Registration HTML 57K
5: EX-3.4 Chc Capital (Barbados) Limited, Certificate of HTML 78K
Incorporation
41: EX-3.40 Heli-One (Netherlands) B.V., Amended Articles of HTML 139K
Association
42: EX-3.41 Heli-One (Uk) Limited, Amended Certificate of HTML 80K
Incorporation
43: EX-3.42 Heli-One (Uk) Limited, Amended Articles of HTML 188K
Association
44: EX-3.43 Heli-One (Us) Inc., Certificate of Incorporation HTML 51K
45: EX-3.44 Heli-One (Us) Inc., Bylaws HTML 94K
46: EX-3.45 Heli-One Usa Inc., Amended Articles of HTML 95K
Incorporation
47: EX-3.46 Heli-One Usa Inc., Bylaws HTML 107K
48: EX-3.47 Heliworld Leasing Limited, Certificate of HTML 46K
Incorporation
49: EX-3.48 Heliworld Leasing Limited, Memorandum of HTML 170K
Association and Articles of Association
50: EX-3.49 Chc Leasing (Ireland) Limited, Certificate of HTML 78K
Incorporation
6: EX-3.5 Chc Capital (Barbados) Limited, Bylaws HTML 109K
51: EX-3.50 Chc Leasing (Ireland) Limited, Memo of Association HTML 126K
and Articles of Association
52: EX-3.51 Integra Leasing As, Articles of Association HTML 48K
53: EX-3.52 Integra Leasing As, Certificate of Registration HTML 50K
54: EX-3.53 Lloyd Bass Strait Helicopters Pty. Ltd. HTML 44K
55: EX-3.54 Lloyd Bass Strait Helicopters Pty. Ltd., HTML 333K
Constitution
56: EX-3.55 Lloyd Helicopters International Pty. Ltd. HTML 316K
Indenture
57: EX-3.56 Lloyd Helicopters International Pty. Ltd. HTML 331K
Certificate of Registration
58: EX-3.57 Lloyd Helicopters Pty. Ltd., Certificate of HTML 44K
Registration
59: EX-3.58 Lloyd Helicopters Pty. Ltd., Constitution HTML 353K
60: EX-3.59 Lloyd Helicopter Services Limited, Certificate of HTML 73K
Incorporation and Memo of Assn
7: EX-3.6 Chc Den Helder B.V., Amended Articles of HTML 163K
Association
61: EX-3.60 Lloyd Helicopter Services Limited, Articles of HTML 82K
Association
62: EX-3.61 Lloyd Helicopter Services Pty. Ltd., Certificate HTML 61K
of Registration
63: EX-3.62 Lloyd Helicopter Services Pty. Ltd., Constitution HTML 329K
64: EX-3.63 Lloyd Offshore Helicopters Pty. Ltd., Certificate HTML 86K
of Registration
65: EX-3.64 Lloyd Offshore Helicopters Pty. Ltd., Constitution HTML 305K
66: EX-3.65 Management Aviation Limited, Certificate of HTML 75K
Incorporation
67: EX-3.66 Management Aviation Limited, Memorandum of HTML 104K
Association and Articles of Assn
68: EX-3.67 North Denes Aerodrome Limited, Certificate of HTML 70K
Incorporation
69: EX-3.68 North Denes Aerodrome Limited, Memorandum of HTML 106K
Association and Articles of Assn
8: EX-3.7 Chc Global Operations (2008) Inc., Certificate of HTML 102K
Incorporation
9: EX-3.8 Chc Global Operations (2008) Inc., Bylaws HTML 114K
10: EX-3.9 Chc Global Operations International Inc., HTML 62K
Certificate of Incorporation
70: EX-4.1 Indenture HTML 1.12M
71: EX-4.3 Registration Rights Agreement HTML 214K
72: EX-4.4 Intercreditor Agreement HTML 408K
73: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP HTML 65K
82: EX-5.10 Opinion of Paull & Williamsons LLP HTML 80K
83: EX-5.11 Opinion of Arthur Cox HTML 62K
84: EX-5.12 Opinion of Dla Piper LLP (Us) HTML 51K
74: EX-5.2 Opinion of Simpson, Thacher & Bartlett HTML 66K
75: EX-5.3 Opinion of Loyens & Loeff HTML 82K
76: EX-5.4 Opinion of Harridyal Sodha & Associates HTML 60K
77: EX-5.5 Opinion of Blake, Cassels & Graydon LLP HTML 56K
78: EX-5.6 Opinion of Mallesons Stephen Jaques HTML 100K
79: EX-5.7 Opinion of Advokatfirmaet Thommessan as HTML 74K
80: EX-5.8 Opinion of Advokatfirman Vinge Kb HTML 89K
81: EX-5.9 Opinion of Van Doorne N.V. HTML 78K
85: EX-10.1 Credit Agreement HTML 1.05M
94: EX-10.10 2008 Share Incentive Plan of 6922767 Holding HTML 138K
(Cayman) Inc.
95: EX-10.11 Form of 2008 Option Agreement of 6922767 Holding HTML 61K
(Cayman) Inc.
96: EX-10.12 Form of 2008 Option Rollover Agreement of 6922767 HTML 59K
Holding (Cayman) Inc.
97: EX-10.13 Form of 2008 Special A Share Subscription HTML 64K
Agreement
98: EX-10.14 Form of 2008 Subscription Agreement of 6922767 HTML 68K
Holding (Cayman) Inc.
99: EX-10.15 Management Shareholders Agreement HTML 186K
100: EX-10.16 Employment Agreement - William J. Amelio HTML 126K
101: EX-10.17 Employment Agreement - Christine Baird HTML 93K
102: EX-10.18 Employment Agreement - Neil Calvert HTML 93K
103: EX-10.19 Employment Agreement - Rick Davis HTML 100K
86: EX-10.2 Guarantee HTML 163K
104: EX-10.20 Employment Agreement - Tilmann Gabriel HTML 93K
105: EX-10.21 Employment Agreement - Joan Hooper HTML 97K
106: EX-10.22 Employment Agreement - Michael O'Neill HTML 111K
107: EX-10.23 Amended and Restated Employment Agreement - HTML 106K
Michael Summers
108: EX-10.24 Amended and Restated Supp Retirement Plan HTML 79K
Agreement - Christine Baird
109: EX-10.25 Retirement Compensation Arrangement - Christine HTML 206K
Baird
110: EX-10.26 Retirement Compensation Arrangement - Neil Calvert HTML 198K
111: EX-10.27 Amended and Restated Supp Retirement Plan - Neil HTML 81K
Calvert
112: EX-10.28 Supplemental Retirement Plan Agreement - Rick HTML 78K
Davis
113: EX-10.29 Retirement Compensation Agreement - Rick Davis HTML 201K
87: EX-10.3 Material Contract HTML 227K
114: EX-10.30 Agreement Regarding Termination - Christine Baird HTML 105K
115: EX-10.31 Agreement Regarding Termination - Neil Calvert HTML 178K
116: EX-10.32 Agreement Regarding Termination - Rick Davis HTML 62K
117: EX-10.33 Consulting Agreement - Rick Davis HTML 62K
118: EX-10.34 Compromise Agreement - Tilmann Gabriel HTML 117K
119: EX-10.35 Offer Letter - Michael Summers HTML 58K
88: EX-10.4 Sale Purchase Agreement HTML 258K
89: EX-10.5 Framework Agreement HTML 745K
90: EX-10.6 2011 Management Equity Plan of 6922767 Holding HTML 135K
(Cayman) Inc.
91: EX-10.7 Form of 2011 Option Agreement of 6922767 Holding HTML 70K
(Cayman) Inc.
92: EX-10.8 Form of 2011 Restricted Share Unit Grant Agreement HTML 59K
93: EX-10.9 Form of 2011 Subscription Agreement of 6922767 HTML 73K
Holding (Cayman) Inc.
121: EX-21.1 Schedule of Subsidiaries of 6922767 Holdings S.A HTML 72K
R.L.
122: EX-23.13 Consent of Ernst & Young LLP HTML 43K
123: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 113K
124: EX-99.1 Form of Letter of Transmittal HTML 156K
125: EX-99.2 Form of Letter to Brokers, Dealers, Commercial HTML 51K
Banks, Trust Companies and Others
126: EX-99.3 Form of Letter to Clients HTML 57K
127: EX-99.4 Form of Notice of Guaranteed Delivery HTML 64K
120: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 70K
| North Denes Aerodrome Limited, Memorandum of Association and Articles of Assn |
Exhibit 3.68
NDAARTDOC[McINTOSH]
ARTICLES OF ASSOCIATION
of
NORTH DENES AERODROME LIMITED
| 61/B292.3/mm | Dorman Jeffrey & Co., | |||
| Solicitors, | ||||
| GLASGOW |
NDAWRRDOC[McINTOSH)
Company No. 555902
NORTH DENES AERODROME LIMITED
(“the Company”)
Written record of a decision of the sole member of the Company, in its capacity as the holder of the entire issued 4% Non-Cumulative Preference Shares of £1.00 each in the capital of the Company, taken pursuant to Section 382B(1) of the Companies Act 1985 passing the following resolution as a Special Resolution:-
SPECIAL RESOLUTION
THAT consent in terms of Chapter II of the Companies Act 1985 be and is hereby granted to the variation of the class rights attaching to the 4% Non-Cumulative Preference Shares of £1.00 each in the capital of the Company (“the NCP Shares”) by (i) the re-classification of the NCP Shares as Ordinary Shares of £1.00 each ranking pari passu with the existing Ordinary Shares of £1.00 each in the capital of the Company and having the rights and privileges specified in the articles of association attached hereto and subscribed for identification and to be adopted by Special Resolution of the sole member of the Company (“the Articles of Association”); and (ii) the adoption of the Articles of Association as the articles of association of the Company.
| Dated |
31st October 1994. | |
| Director |
| |
| Director/Secretary |
| |
For and on behalf of Bond Holdings Limited,
The Sole Member
CONTENTS
| Article |
Pages | |||||
| 1. |
Application of Table A |
1 | ||||
| 2. |
Share capital |
3 | ||||
| 3. |
Private company |
4 | ||||
| 4. |
Allotment of shares |
4 | ||||
| 5. |
Trusts |
5 | ||||
| 6. |
Meetings |
6 | ||||
| 7. |
Directors |
6 | ||||
| 8. |
Dividends |
8 | ||||
| 9. |
Indemnity |
8 | ||||
NDAARTDOC[McINTOSH)
Company No. 555902
COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
NORTH DENES AERODROME LIMITED
(as adopted on 31ST OCTOBER 1994)
| 1. | APPLICATION OF TABLE A |
| 1.1 | The Regulations contained in Table A in the schedule to the Companies (Tables A to F) Regulations 1985 as amended (hereinafter referred to as “Table A”) shall apply to and shall be the regulations of the Company save insofar as they are excluded or varied hereby or are inconsistent herewith and regulation 1 of Table A, as it applies to and is a regulation of the Company, shall apply for the purposes of the interpretation of these presents. |
| 1.2 | The regulations numbered 5, 24, 35, 40, 65 to 69 inclusive, 73 to 77 inclusive, 80, 82 to 84 inclusive, 87, 93 to 98 inclusive, 101 and 102 of Table A, shall not apply to the Company and the following Regulations shall be modified:- |
regulation 1 so that the definition of “the seal” shall be held to be delete;
regulation 6 so that the words “be sealed with the seal” shall be held to be delete and there shall be inserted in lieu thereof the words “bear autographic signatures of two directors or one director and the secretary or two authorised signatories of the company”;
regulation 10 so that the words “Neither the purchaser nor, if a different person, the transferee shall be bound to see to the application of the purchase money and” shall be inserted immediately before the words “The title”;
regulation 11 so that the words “thereof as determined by the directors” be inserted after the words “costs”;
regulation 15 so that the words “in whole or in part” shall be inserted after the words “remains unpaid”;
regulation 18 so that there shall be added to the end of the first sentence thereof the words “and all expenses that may have been incurred by the Company by reason of such non-payment”;
regulation 37 so that the words “or any member” shall be held to be delete;
regulation 38 so that the words “or a resolution appointing a person as a director” shall be held to be delete;
regulation 59 so that the second sentence thereof shall be held to be delete;
regulation 64 so that the words in parenthesis shall be held to be delete;
regulation 78 so that the words “Subject as aforesaid” and the words from and including the word “and” to the end of the regulation shall be held to be delete;
regulation 79 so that the second and third sentences thereof shall be held to be delete;
– 2 –
regulation 81 so that
| (i) | the year “1960” shall be held to be delete and in lieu thereof the year “1984” shall be inserted; and |
| (ii) | there shall be added at the end thereof the following additional sub-paragraph |
“(f) he shall be the subject of a notice of removal, given pursuant to article 7.8 of the articles of association of the Company.”;
regulation 85 so that there shall be added at the end thereof the following additional sub-paragraph
“(d) may vote on, and be counted in the quorum present at a meeting in relation to, a resolution relating to our touching upon any such transaction, arrangement or body corporate.”;
regulation 89 so that the second sentence thereof shall be held to be delete;
regulation 93 so that the words from and including “but a resolution” to the end of the regulation shall be held to be delete.
| 2. | SHARE CAPITAL |
| 2.1 | The share capital at the date of adoption of these articles is £1,000 divided into 1,000 ordinary shares of £1.00 each. |
| 2.2 | Subject to the provisions of the Act, the Company may at any time and from time to time |
| 2.2.1 | issue shares which are or are liable to be redeemable, whether at the option of the Company or the holders thereof, and |
– 3 –
| 2.2.2 | purchase its own shares (including any redeemable shares). |
| 3. | PRIVATE COMPANY |
| 3.1 | The Company is hereby declared to be a private company and no invitation shall at any time be made to the public to subscribe for any shares or debentures of the Company. |
| 3.2 | The Company shall not have power to issue share warrants to bearer. |
| 4. | ALLOTMENT OF SHARES |
| 4.1 | The directors shall not be entitled to allot any shares, or grant any rights to subscribe for, or to convert any security into, shares in the capital of the Company, unless otherwise authorised by the Company in general meeting. |
| 4.2 | Unless otherwise determined by ordinary resolution of the Company all or any unissued shares shall before issue be offered to the members holding ordinary shares in proportion as nearly as circumstances admit to their existing holdings of such shares. Any such offer shall be made by notice in writing specifying the number of shares comprised in the offer and specifying a date (being not less than fourteen days after the date of the offer) after which the offer, if not by then accepted, will be deemed to have been refused. The offer shall indicate, that a member may accept in respect of a lesser number of shares than those comprised in the offer and shall also include notification to the effect that a member to whom the offer is made who desires an allotment of shares in excess of the number of shares comprised in the offer should within twenty one days from the date of the offer state how many excess shares he desires to have. If |
– 4 –
| one or more of the members to whom the offer is made do not accept the offer in respect of all the shares offered to them, the shares in respect of which no acceptance is received (the “excess shares”) shall be applied in satisfying any request or requests for excess shares. In the event of the excess shares being insufficient in number to satisfy all the requests received for excess shares such request or requests for excess shares shall be satisfied to an extent in proportion as nearly as circumstances admit to the then existing holding of ordinary shares of the members making such requests. if any shares are not taken up by the existing members in accordance with the provisions of this article then the directors may dispose of such shares to such persons and on such terms and conditions as they deem desirable and without prejudice to the foregoing generality they may allot such shares in payment for property sold or transferred or for services rendered to the Company or for such other consideration as the directors may think fit and the shares so allotted may be issued as, and shall be deemed to be, partly paid up or fully paid up shares. |
| 4.3 | The provisions of sections 89(1) and 90(1) to (6) of the Act (as the same may be modified or re-enacted) are hereby expressly excluded. |
| 5. | TRUSTS |
The Company shall be entitled, but shall not be bound, to accept and, in the event of acceptance, shall be entitled to record in such manner as St may think fit, notices of any trusts in respect of any shares of the Company. Notwithstanding any such acceptance and/or the making of any such record, the Company shall not be bound to see to the execution, administration or observance of any trust whether expressed, implied, or constructive, in respect of any shares of the Company and shall be entitled to recognise and give effect to the acts and deeds of the registered holders of
– 5 –
such shares as if they were the absolute owners thereof. For the purposes of this provision “trust” includes any right in respect of any shares of the Company other than an absolute right thereto in the holder thereof or such other rights in case of transmission thereof as are hereinafter mentioned.
| 6. | MEETINGS |
No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, or in the event of the Company having only one member when the quorum shall be the sole member, a quorum shall be two persons present and holding or representing by proxy in the aggregate at least one-half of the capital of the Company whose holders are entitled to be present and vote.
| 7. | DIRECTORS |
| 7.1 | Unless otherwise determined by the Company in general meeting, the number of directors shall be not less than two. |
| 7.2 | A director shall not require a share qualification but nevertheless shall be entitled to attend and speak at any general meeting of the members of the Company. |
| 7.3 | Each of the directors shall receive such fee, if any, as such director as the Company shall from time to time determine in general meeting. |
| 7.4 | All the directors shall be repaid all travelling, hotel and other expenses properly incurred by them in attending board meetings, or otherwise in connection with the business of the Company. |
| 7.5 | Any director who shall be unable to attend in person any meeting of the directors shall be entitled to participate in |
– 6 –
| any such meeting by telephone or any other medium so long as all the directors shall be able to hear each other and any director so participating shall be counted in the quorum of the meeting and shall, subject to the provisions of these articles, be entitled to vote on any resolution put to the meeting. |
| 7.6 | Without restricting the generality of the powers conferred on the directors, the directors may give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to any persons who are or have at any time been directors of or employed by or in the service of the Company or of any company which is a subsidiary company of or allied or associated with the Company or any such subsidiary and to the wives, widows, children and other relatives and dependants of any such persons and may set up, establish, support and maintain pension, superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of such persons as are hereinbefore referred to or any of them or any class of them and so that any director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit (whether under any such fund or scheme or otherwise) and may vote as a director in respect of the exercise of any of the powers by this article conferred upon the directors, notwithstanding that he is or may be or become interested therein. |
| 7.7 | A resolution in writing signed by all the directors for the time being in the United Kingdom shall be as effective 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. |
| 7.8 | The holder(s) of more than one half of the equity share capital of the Company shall be entitled at any time and from time to time by notice in writing to the secretary of the |
– 7 –
| Company to appoint any person to be a director of the Company (without limit in number so appointed) and by like notice to remove any of the directors of the Company and at any time or times by like notice to appoint any other person to be a director in place of the director so removed or in place of any director who has died or vacated office in any way. |
| 8. | DIVIDENDS |
The Company may in general meeting declare dividends.
| 9. | INDEMNITY |
Subject to the provisions of the Act, 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. Regulation 118 Table A shall be extended accordingly.
– 8 –
NDAWRTDOC [McINTOSH]
Company No. 555902
NORTH DENES AERODROME LIMITED
(“the Company”)
Written record of a decision of the sole member of the Company, in its capacity as the holder of the entire issued share capital of the Company comprising Ordinary Shares of £1.00 each and 4% Non-Cumulative Preference Shares of £1.00 each, taken pursuant to Section 382B(1) of the Companies Act 1985 passing the following resolutions as Special Resolutions:–
SPECIAL RESOLUTIONS
| (A) | THAT the existing 399 4% Non-Cumulative Preference Shares of £1.00 each in the capital of the Company be and they are hereby re-classified as Ordinary Shares of £1.00 each ranking pari passu with the existing Ordinary Shares of £1.00 each in the capital of the Company and having the rights and privileges specified in the Articles of Association of the Company adopted pursuant to paragraph (B) hereof. |
| (B) | THAT the existing Articles of Association of the Company be and they are hereby cancelled and in substitution therefor the Articles of Association of which a print is attached to this written record and is subscribed by the sole member for identification be and they are hereby adopted as the Articles of Association of the Company. |
| Dated | 31ST OCTOBER 1994. | |
| Director |
| |
| Director/Secretary |
| |
For and on behalf of Bond Holdings Limited,
The Sole Member
NDAARTDOC[McINTOSH]
|
|
ARTICLES OF ASSOCIATION
of
NORTH DENES AERODROME LIMITED
| 61/B292.3/mm | Dorman Jeffrey & Co., | |
| Solicitors, | ||
| GLASGOW |
CONTENTS
| Article |
Pages | |||||
| 1. |
Application of Table A |
1 | ||||
| 2. |
Share capital |
3 | ||||
| 3. |
Private company |
4 | ||||
| 4. |
Allotment of shares |
4 | ||||
| 5. |
Trusts |
5 | ||||
| 6. |
Meetings |
6 | ||||
| 7. |
Directors |
6 | ||||
| 8. |
Dividends |
8 | ||||
| 9. |
Indemnity |
8 | ||||
NDAARTDOC[McINTOSH]
Company No. 555902
COMPANIES ACT 1905
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
NORTH DENES AERODROME LIMITED
(as adopted on 31ST OCTOBER 1994)
| 1. | APPLICATION OF TABLE A |
| 1.1 | The Regulations contained in Table A in the schedule to the Companies (Tables A to F) Regulations 1985 as amended (hereinafter referred to as “Table A”) shall apply to and shall be the regulations of the Company save insofar as they are excluded or varied hereby or are inconsistent herewith and regulation 1 of Table A, as it applies to and is a regulation of the Company, shall apply for the purposes of the interpretation of these presents. |
| 1.2 | The regulations numbered 5, 24, 35, 40, 65 to 69 inclusive, 73 to 77 inclusive, 80, 82 to 84 inclusive, 87, 93 to 98 inclusive, 101 and 102 of Table A, shall not apply to the Company and the following Regulations shall be modified:– |
regulation 1 so that the definition of “the seal” shall be held to be delete;
regulation 6 so that the words “be sealed with the seal” shall be held to be delete and there shall be inserted in lieu thereof the words “bear autographic signatures of two directors or one director and the secretary or two authorised signatories of the company”;
regulation 10 so that the words “Neither the purchaser nor, if a different person, the transferee shall be bound to see to the application of the purchase money and” shall be inserted immediately before the words “The title”;
regulation 11 so that the words “thereof as determined by the directors” be inserted after the words “costs”;
regulation 15 so that the words “in whole or in part” shall be inserted after the words “remains unpaid”;
regulation 18 so that there shall be added to the end of the first sentence thereof the words “and all expenses that may have been incurred by the Company by reason of such non-payment”;
regulation 37 so that the words “or any member” shall be held to be delete;
regulation 38 so that the words “or a resolution appointing a person as a director” shall be held to be delete;
regulation 59 so that the second sentence thereof shall be held to be delete;
regulation 64 so that the words in parenthesis shall be held to be delete;
regulation 78 so that the words “Subject as aforesaid” and the words from and including the word “and” to the end of the regulation shall be held to be delete;
regulation 79 so that the second and third sentences thereof shall be held to be delete;
– 2 –
regulation 81 so that
| (i) | the year “1960” shall be held to be delete and in lieu thereof the year “1984” shall be inserted; and |
| (ii) | there shall be added at the end thereof the following additional sub-paragraph |
“(f) he shall be the subject of a notice of removal, given pursuant to article 7.8 of the articles of association of the Company.”;
regulation 85 so that there shall be added at the end thereof the following additional sub-paragraph
“(d) may vote on, and be counted in the quorum present at a meeting in relation to, a resolution relating to our touching upon any such transaction, arrangement or body corporate.”;
regulation 89 so that the second sentence thereof shall be held to be delete;
regulation 93 so that the words from and including “but a resolution” to the end of the regulation shall be held to be delete.
| 2. | SHARE CAPITAL |
| 2.1 | The share capital at the date of adoption of these articles is £1,000 divided into 1,000 ordinary shares of £1.00 each. |
| 2.2 | Subject to the provisions of the Act, the Company may at any time and from time to time |
| 2.2.1 | issue shares which are or are liable to be redeemable, whether at the option of the Company or the holders thereof, and |
– 3 –
| 2.2.2 | purchase its own shares [including any redeemable shares). |
| 3. | PRIVATE COMPANY |
| 3.1 | The Company is hereby declared to be a private company and no invitation shall at any time be made to the public to subscribe for any shares or debentures of the Company. |
| 3.2 | The Company shall not have power to issue share warrants to bearer. |
| 4. | ALLOTMENT OF SHARES |
| 4.1 | The directors shall not be entitled to allot any shares, or grant any rights to subscribe for, or to convert any security into, shares in the capital of the Company, unless otherwise authorised by the Company in general meeting. |
| 4.2 | Unless otherwise determined by ordinary resolution of the Company all or any unissued shares shall before issue be offered to the members holding ordinary shares in proportion as nearly as circumstances admit to their existing holdings of such shares. Any such offer shall be made by notice in writing specifying the number of shares comprised in the offer and specifying a date (being not less than fourteen days after the date of the offer) after which the offer, if not by then accepted, will be deemed to have been refused. The offer shall indicate that a member may accept in respect of a lesser number of shares than those comprised in the offer and shall also include notification to the effect that a member to whom the offer is made who desires an allotment of shares in excess of the number of shares comprised in the offer should within twenty one days from the date of the offer state how many excess shares he desires to have. If |
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| one or more of the members to whom the offer is made do not accept the offer in respect of all the shares offered to them, the shares in respect of which no acceptance is received (the “excess shares”) shall be applied in satisfying any request or requests for excess shares. in the event of the excess shares being insufficient in number to satisfy all the requests received for excess shares such request or requests for excess shares shall be satisfied to an extent in proportion as nearly as circumstances admit to the then existing holding of ordinary shares of the members making such requests. If any shares are not taken up by the existing members in accordance with the provisions of this article then the directors may dispose of such shares to such persons and on such terms and conditions as they deem desirable and without prejudice to the foregoing generality they may allot such shares in payment for property sold or transferred or for services rendered to the Company or for such other consideration as the directors may think fit and the shares so allotted may be issued as, and shall be deemed to be, partly paid up or fully paid up shares. |
| 4.3 | The provisions of sections 89(1) and 90(1) to (6) of the Act (as the same may be modified or re-enacted) are hereby expressly excluded. |
| 5. | TRUSTS |
The Company shall be entitled, but shall not be bound, to accept and, in the event of acceptance, shall be entitled to record in such manner as it may think fit, notices of any trusts in respect of any shares of the Company. Notwithstanding any such acceptance and/or the making of any such record, the Company shall not be bound to see to the execution, administration or observance of any trust whether expressed, implied, or constructive, in respect of any shares of the Company and shall be entitled to recognise and give effect to the acts and deeds of the registered holders of
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such shares as if they were the absolute owners thereof. For the purposes of this provision “trust” includes any right in respect of any shares of the Company other than an absolute right thereto in the holder thereof or such other rights in case of transmission thereof as are hereinafter mentioned.
| 6. | MEETINGS |
No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, or in the event of the Company having only one member when the quorum shall be the sole member, a quorum shall be two persons present and holding or representing by proxy in the aggregate at least one-half of the capital of the Company whose holders are entitled to be present and vote.
| 7. | DIRECTORS |
| 7.1 | Unless otherwise determined by the Company in general meeting, the number of directors shall be not less than two. |
| 7.2 | A director shall not require a share qualification but nevertheless shall be entitled to attend and speak at any general meeting of the members of the Company. |
| 7.3 | Each of the directors shall receive such fee, if any, as such director as the Company shall from time to time determine in general meeting. |
| 7.4 | All the directors shall be repaid all travelling, hotel and other expenses properly incurred by them in attending board meetings, or otherwise in connection with the business of the Company. |
| 7.5 | Any director who shall be unable to attend in person any meeting of the directors shall be entitled to participate in |
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| any such meeting by telephone or any other medium so long as all the directors shall be able to hear each other and any director so participating shall be counted in the quorum of the meeting and shall, subject to the provisions of these articles, be entitled to vote on any resolution put to the meeting. |
| 7.6 | Without restricting the generality of the powers conferred on the directors, the directors may give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to any persons who are or have at any time been directors of or employed by or in the service of the Company or of any company which is a subsidiary company of or allied or associated with the Company or any such subsidiary and to the wives, widows, children and other relatives and dependants of any such persons and may set up, establish, support and maintain pension, superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of such persons as are hereinbefore referred to or any of them or any class of them and so that any director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit (whether under any such fund or scheme or otherwise) and may vote as a director in respect of the exercise of any of the powers by this article conferred upon the directors, notwithstanding that he is or may be or become interested therein. |
| 7.7 | A resolution in writing signed by all the directors for the time being in the United Kingdom shall be as effective 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. |
| 7.8 | The holder(s) of more than one half of the equity share capital of the Company shall be entitled at any time and from time to time by notice in writing to the secretary of the |
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| Company to appoint any person to be a director of the Company (without limit in number so appointed) and by like notice to remove any of the directors of the Company and at any time or times by like notice to appoint any other person to be a director in place of the director so removed or in place of any director who has died or vacated office in any way. |
| 8. | DIVIDENDS |
The Company may in general meeting declare dividends.
| 9. | INDEMNITY |
Subject to the provisions of the Act, 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. Regulation 118 Table A shall be extended accordingly.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/12 SEC UPLOAD¶ 9/19/17 1:79K North Denes Aerodrome Ltd. 2/14/12 SEC UPLOAD¶ 9/19/17 1:98K North Denes Aerodrome Ltd. |
