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Mansell Construction Services Limited Registration number 01197246
Formalities Certificate
To: DEXIA CREDIT LOCAL, Shackleton House, 4 Battle Bridge Lane, London SE1 2RB as the Facility Agent and DEXIA MANAGEMENT SERVICES LIMITED, Shackleton House, 4 Battle Bridge Lane, London SE1 2RB as Security Trustee
Loan facilities agreement dated on or about the date of this certificate between, amongst others, Balfour Beatty Fire and Rescue NW Limited, the Security Trustee and the Facility Agent (the Loan Facilities Agreement)
Capitalised terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Facilities Agreement.
I, Daniel Greenspan, being a director of Mansell Construction Services Limited of Roman House, Grant Road, Croydon, Surrey, CR9 6BU (the Company) hereby certify that:
1 attached hereto marked "A", is a true and correct copy of the current Memorandum and Articles of Association which form the constitution of the Company together with the Company's Certificate of Incorporation and certificates of incorporation on change of name;
2 attached hereto marked "B", is a true and correct copy of resolutions duly passed at a meeting of the board of directors of the Company duly convened and held (during which a quorum was present throughout) which have not been superseded or revoked and are in full force and effect approving the execution, delivery and performance of the documents referred to therein (the Documents);
3 the execution of the Documents by the Company and the performance of its obligations thereunder will not cause any limit on borrowing or any restriction on the granting of security contained in the constitutional documents of the Company to be breached;
4 Shareholder consent to the execution and delivery of the Documents referred to in paragraph 2 above has been given.
5 the attached signatures are the true signatures of the persons who have been authorised to sign the Documents and to give notices and communications under or in connection with the Documents in accordance with their terms:
Name
Andrew Bowler
Liam Duffy
William Kingwill
Timothy Spencer
Position
Attorney
Attorney
Attorney
Attorney
-1-
... ' , ~
6 at the time of signing this certificate and immediately following the entry by the Company into each of the Transaction Documents to which it is a party, the Company is not and will not be insolvent and is and will be able to pay its debts as they fall due within the meaning given to that term in Section 123(1) of the Insolvency Act 1986.
THIS CERTIFICATE is given by Daniel Greenspan on behalf of the Company without incurring personal liability.
Signed: Director
Date: 7 February 2011
-2-
MANSELL CONSTRUCTION SERVICES LIMITED LIST OF AUTHORISED SIGNATORIES
ANDREW BOWLER
MANSELL CONSTRUCTION SERVICES LIMITED LIST OF AUTHORISED SIGNATORIES
LIAM DUFFY t~ ~ IJ . ~ ....... ~.c:::::::: ......... .. ~"' ....... .
0-
MANSELL CONSTRUCTION SERVICES LIMITED LIST OF AUTHORISED SIGNATORIES
WILLIAM KINGWILL
MANSELL CONSTRUCTION SERVICES LIMITED LIST OF AUTHORISED SIGNATORIES
TIM SPENCER
"
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 1197246
The Registrar of Companies for England and Wales hereby certifies that
MANSELL MIDLANDS LIMITED
having by special resolution changed its name, is now incorporated under the name of
MANSELL CONSTRUCTION SERVICES LIMITED
Given at Companies House, London, the 4th January 2000
.(1 ....... ....... . : " · . · . · . ....•..........•.
For The Registrar Of Companies
COMPANIES HOUSE
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 1197246
The Registrar of Companies for England and Wales hereby certifies that
HALL & TAWSE MIDLANDS LIMITED
having by special resolution changed its name, is now incorporated under the name of
MANSELL Midlands Limited
Given at Companies House, Cardiff, the 4th January 1999
·OJ··············· · . · . · . · . ...... .............
.JI., ~ (/ov -ed. SSPOWELL
For The Registrar Of Companies
COMPANIES HOUSE
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 1197246
The Registrar of Companies for England and Wales hereby certifies that
HALL & TAWSE EASTERN LIMITED
having by special resolution changed its name, is now incorporated
under the name of
HALL & TAWSE MIDLANDS LIMITED
Given at Companies House, Cardiff, the 1 st July 1995
01········· .. ···· · . · . · . \ ............. ....
COMPANIES HOUSE HC006A
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
No. 1197246
I hereby certify that
DERWENT BUILDERS LIMITED
having by special resolution changed its name,
is now incorporated under the name of
HALL & TAWSE EASTERN LIMITED
Given under my hand at the Companies Registration Office,
Cardiff the 26 MAY 1988
D. G. BLACI~STOCK
an authorised officer
HC006A
,.
c
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
No. 1.1.97246
I hereby certify th a t
SHEEROOLA UMITED
having by s pecial resolution and with the approval of the Secretary of State changed
its name, is now incorporated under the name of
lERWENT JiJILDERS LIMITED
Given under my hand at London the 24th september 1.975
/I/cy~ No TAYLOR
Assistant Registrar of Companies
C.l72
CERTIFICATE OF INCORPORATION
No. 1197246
I hereby certify that
SlIEERDOLA LIMITED
is this day incorporated under the Companies Acts 1948 to 1967 and that the
Company is Limited.
Given under my hand at London the 21ST JANUARY 1975
Assistant Registrar of Companies
C.113
Company number 1197246
THE COMPANIES ACTS 1985 TO 1989
WRITTEN MEMBER'S RESOLUTION
of
MANSELL CONSTRUCTION SERVICES UMITED
(the "Company")
In accordance with Regulation 53 of Table A in the Schedule to the Companies (Table A to F)
Regulations, incorporated into the Company's articles of association, I, the undersigned, being the
sole member of the Company who at the date of this resolution is entitled to attend and vote at a
general meeting of the Company hereby unanimously resolve that the following resolutions shall have
effect as if they had been passed at a general meeting of the Company duly convened and held:
1 THAT the memorandum of association of the Company be altered by deleting dause 5 and
replacing it with the following new clause, also to be numbered 5:
"5. *The share capital of the Company is £20,000,000 divided Into 20,000,000 ordinary
shares of f1 each.
*By ordinary resolutions passed on 30 June 1988 and 3 July 1995 the share capital of the
Company was increased from £100 by the creation of 4,999,900 ordinary shares of £1 each.
By order of the Court registered at Companies House on 27 July 2006, the share capital of
the Company was reduced from £50,000,000 to £20,000,000 by the cancellation of
30,000,000 ordinary shares of £1 each. n
2 THAT the regulations annexed to these written resolutions be adopted as the articles of
association of the Company in substitution for the existing artides of association of the
Company .
..... ~ ............................. . For and on behalf of
Mansell Public LimIted Company
A17 2011212000 431 COMPANIES HOUSE
Dated: 15 December 2006
Company Number: 1197246
The Companies Acts 1948 to 1989
COMPANY UMITED BY SHARES
MEMORANDUM
OF ASSOCIATION
MANSELL CONSTRUCTION SERVICES UMITED
Incorporated on 21 January 1975
11 •• ,an , ... •.. _.
THE COMPANIES ACTS 1948 to 1989
COMPANY UMrnD BY SHARES
MEMORANDUM OF ASSOCIATION OF
MANSELL CONSTRUCTION SERVICES UMITED
(AS altered by Special Resolutions passed on 21 January 1975, 9 August 1994 and
15 December 2006)
1 "'The name of the Company is "Mansell Construction SeJVices Limited",
2 The registered office of the Company will be situate in England,
3 The objects for which the Company is established are:-
(a) To cany on all or any of the businesses of builders and building
contractors, civil engineers, contractors for the construction, maintenance, repair, decoration,
alteration and demolition of buildings of all kinds, builders' merchants, proprietors, hirers,
letters on hire, manufacturers, repairers, merchants and factors of, agents for and dealers in
builders' and general contractors' plant, machinery, implements, equipment and appliances of
all kinds, merchants of and dealers in stone, sand, gravel, bricks, tiles, slates, lime, cement,
plastic and plastic substances and general building materials, requisites and goods of every
description, plumbers, painters and decorators, timber merchants and sawmill proprietors,
importers of and dealers in jOinery, hard and soft woods, veneers, mOUldings, and building
woodwork of all kinds, carpenters, joiners, turners, coopers and packing case makers, cabinet
makers, shop and office fitters, French polishers, electrical, gas, hot water, heating,
mechanical, motor and general engineers, hardware merchants and general ironmongers,
garage and petrol filling station proprietors, motor dealers, agents and distributors, cafe and
restaurant proprietors, caterers, confectioners, tobacconists and newsagents, travel agents,
haulage contractors, undertakers, insurance agents, property owners, repairers and jobbers,
auctioneers, valuers, architects, sUJVeyors; house, land and estate agents; to manufacture,
buy, sell and deal in all plant, machinery, toois, implements, apparatus, articles and things of
ail kinds capable of being used in the forgoing businesses or any of them or which may be
conveniently dealt with or are necessary with such businesses or are likely to be required by
any of the customers of or persons having dealings with the Company.
*The name of the Company was, on 24 September 1975 changed from "SHEERDOLA
UMITED" to "DERWENT BUILDERS UMITED". The name was further changed to "HALL &
TAWSE EASTERN UMITED" on 26 May 1988, to "HALL & TAWSE MIDLANDS UMITED" on
1 Legal.S400312.1.KHIB/20618/0001S 19.10.2006
1 July 1995 and "MANSELL MIDLANDS UMffiD" on 4 January 1999. The last change of
name to "MANSELL CONSTRUCTION SERVICES UMffiD" was registered on 4 January ;1.000.
(b) To carry on any other business which may seem to the Company
capable of being conveniently carried on In connection with the above objects, or calculated
directly or indirectly to enhance the value of or render more profitable any of the Company's
property.
(c) To purchase or by any other means acquire and take options over
any freehold, leasehold or other real or personal property for any estate or interest
whatsoever, and any rights or privileges of any kind over or in respect of any real or personal
property.
(d) 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 tum 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.
(e) 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 this 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 things
aforesaid or property acquire, 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.
(f) 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, both real and personal.
2 Legal .5400312.1.KHIB/20618/00015 19.10.2006
(g) 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, sell or
otherwise deal with any investments made.
(h) To lend and advance money or give credit on such terms as may
seem expedient and with or without security to customers and others, to enter into
guarantees, contracts of Indemnity and suretyships of all kinds, to receive money on deposit
or loan upon such terms as the Company may approve and to become security for any
persons, firms or companies.
(i) To borrow and raise money in such manner as the Company shall
think fit and to secure the repayment of any money borrOWed, raised, or owing, by mortgage,
charge, lien or other security upon the whole or any part of the Company's property or assets
(whether present or future), induding its uncalled capital, and also by a similar mortgage,
charge, lien or security to secure and gUllrantee the performance by the Company of any
obligation or liability it may undertake or which may become binding on it.
Gl To draw, make, Ilccept, endorse, discount, negotiate, execute and
issue promiSSOry notes, bills of exchange, bills of lading, warrants, debentures, and other
negotiable or transferable instruments.
(k) To apply for, promote, and obtain any Act of Parliament, Provisional
Order, or Ucence of the Department of Trade and Industry 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 expedient, and to oppose
any proceedings or applications which may seem calculated directly or indirectly or prejudice
the Company's interests.
(I) To enter Into any arrangements with any Governments or authorities
(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.
(m) To subscribe for, take, purchase, or otherwise acquire and hold
shares or other interests in or securities of any other company having objects altogether or in
part Similar to those of the Company or carrying on any business capable of being carried on
so as directly or indirectly to benefit the Company or enhance the value of any of its property
3 L.egal.S400312.1.KHIB{20618{000IS 19.10.2006
and to co-ordinate, finance and manage the businesses and operations of any company in
which the Company holds any such interest.
(n) To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts, and also to act in any of the
businesses of the Company through or by means of agents, brokers, sub-contractors, or
others.
(0) To remunerate any person, firm or company rendering services to
this 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.
(p) 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.
(q) 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 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 or have been employed by, or who are serving or have served the Company,
or of any company which is a subsidiary of the Company or the holding company of the
Company or of the predecessors in business of the Company or of any such subsidiary or
holding 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 (whether contributory or non
contributory) for the benefit of any of such persons and of their wives, widows, children and
other relatives and dependants; 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 or holding company and to lend money to any such employees or to trustees
on their behalf to enable any such share purchase schemes to be established or maintained.
(r) To promote any other company for the purpose of acquiring the
whole or any part of the business or property and undertaking 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
4 Legal.S400312.1 ,KHIB/2061B/OOOI5 19,10,2006
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.
(s) 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.
(t) To distribute among the Members of the Company in kind any
property of the Company of any kind.
(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 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 above objects or any of them.
(x) To guarantee or otherwise support or secure, whether for, with or
without the Company receiving any consideration or advantage and whether by personal
covenant or by mortgaging or charging all or part of the undertaking property assets rights
and revenues present and future and uncalled capital of the Company or by both such
methods or by any other means whatsoever, the liabilities and obligations of and the
payment of any moneys whatsoever (including but not limited to principal, interest and other
liabilities of any borrowings or acceptance credits and capital, premiums, dividends, costs and
expenses on any stocks, shares or securities) by any person, firm or company including but
not limited to any company which is for the time being the holding company or a subsidiary
or subsidiary undertaking (as defined by sections 21 and 144 of and Schedule 9 to the
Companies Act 1989) of the Company or Company's holding company.
The objects set forth in each sulrclause of this Clause shall not be restrictively construed but
the widest interpretation shall be given thereto, and this shall not, except where the context
expressly so requires, be In any way limited or restricted by reference to or inference from
any other object or objects set forth in such sulrclause or from the terms of any other sub
clause by the name of the Company. None of such sub-clauses or the object or objects
therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to
the objects or powers mentioned in any other sub-clause, but the Company shall have as full
5 LegaI.S400312.1. KHIB/2061B/OOO 1 S 19.10.2006
a power to exercise all or any of the objects conferred by and provided in each of the said
sub-clauses as if each sub-clause contained the objects of a separate company.
4 The liability of the Members Is limited.
5 'The Share Capital of the Company is £20,000,000 divided into 20,000,000 Shares
of £1 each.
, By Ordinary Resolutions passed on 30 June 1988 and 3 July 1995 the share capital of the COmpany was increased from £100 by the creation of 4,999,900 shares of £1 each. By order of the COurt registered at COmpanies House on 27 July 2006, the share capital of the COmpany was reduced from £50,000,000 to £20,000,000 by the cancellation of 30,000,000 ordinary shares of £1 each.
6 Legal.5400312.1. KHIB/20618/00015 19.10.2006
Company number 1197246
ARTICLES OF ASSOCIATION
of
MANSELL CONSTRUCTION SERVICES UMlTED
(Incorporated on 21 January 1975)
(Adopted on 15 December 2006)
Company number 1197246
THE COMPANIES ACTS 1985 AND 1989
A PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
MANSELL CONSTRUCTION SERVICES LIMITED
(Inoorporated on 21 January 1975)
(Adopted on 15 December 2006)
1 PRELIMINARY
1.1 These Articles, together with the Regulations contained in Table A in the Schedule
to the Companies (Tables A to F) Regulations 1985 (the "Regulations',) as amended
by the Companies (Tables A to F) (Amendment) Regulations 1985 and as further
amended by the Companies Act 1985 (Electronic Communications) Order 2000
(such Table being hereinafter referred to as ''Table A") shall be the Articles of
Association of the Company (the "Articles'') save in so far as the Regulations in
Table A are excluded or varied hereby. The following Regulations in Table A shall
not apply to the Company: Regulations 3 (redemption of shares), 8 (lien), 24
(directors' refusal of share transfers), 33 (fractional entitlements), 35 (purchase of
own shares), 38 (notice of general meetings), 40 (quorum at general meetings), 54
(votes of members), 64 (number of directors), 73-80 inclusive (appointment and
retirement of directors), 89 (quorum for transaction of business), 93 (written
resolution of directors), 94 (conflict of interest), 95 (quorum disentitlement) and
118 (indemnity).
1.2 The Company Is a private limited company and accordingly no shares in or
debentures of the Company shall be offered to the public (whether for cash or
otherwise) and no allotment or agreement to allot (whether for cash or otherwise)
shall be made of any shares in or debentures of the Company with a view to all or
any of those shares or debentures being offered for sale to the public.
1
2 SHARES
2.1 The whole of the shares of the Company for the time being unissued shall be under
the control of the directors, who are, subject to Article 8 hereof, unconditionally
authorised for the purposes of section 80 of the Companies Act 1985 (such Act
being hereinafter referred to as the "Act") generally to exercise any power of the
Company at any time during the period of 5 years from the date of the Company's
incorporation to allot any relevant securities (as defined by section 80(2) of the Act)
up to an amount equal to the amount of the authorised share capital of the
Company as at the date of incorporation from time to time unissued during the
period of such authority.
2.2 The directors shall be entitled under the general authority conferred by Article 2.1
above to make at any time before the expiry of such authOrity any offer or
agreement which will or might require relevant securities of the Company to be
allotted after the expiry of such authority.
2.3 Section 89(1) and section 90(1)-(6) of the Act shall not apply to any allotment of
equity securities (as defined in section 94 of the Act) in the Company made
pursuant to the authority contained in Articles 2.1 and 2.2 above.
2.4 The directors may in their absolute discretion and without assigning any reason for
their decision decline to register any transfer of any share whether or not It is a
fully paid share.
2.5 Subject to the provisions of Chapter VI[ in Part V of the Act the Company may:
2.5.1 issue any shares which are to be redeemed or are liable to be redeemed
at the option of the Company or the holder thereof;
2.5.2 purchase its own shares (including any redeemable shares);
2..5.3 make a payment in respect of the redemption or purchase under sections
159 to 161 or (as the case may be) section 162 of the Act of any of its
shares otherwise than out of its distributable profits or the proceeds of a
fresh issue of shares.
2
3 UENS AND CALLS
3.1 The Company shall have a first and paramount lien on every share for all monies
(whether presently payable or not) called or payable at a fixed time in respect of
that share and the Company shall also have a first and paramount lien on all shares
standing registered in the name of any member whether SOlely or one of two or
more joint holders for all monies presently payable by him or his estate to the
Company; but the directors may at any time declare any share to be wholly or in
part exempt from the provisions of this Article. The Company's lien, if any, on a
share shall extend to all distributions and other moneys or property attributable to
it.
3.2 The liability of any member in default in respect of a call shall include expenses.
The following words shall be added at the end of the first sentence of Regulation is of Table A: "and all expenses that may have been incurred by the Company by
reason of such non-payment".
3.3 In Regulation 19 of Table A there shall be substituted for the words "all dividends or
other moneys payable in respect of the forfeited shares" the words "all distributions
and other moneys or property attributable to it".
3.4 The directors may, if they think fit, receive from any member all or any part of the
sums for the time being uncalled and unpaid on any of his shares.
4 PROCEEDINGS AT GENERAL MEETINGS
4.1 Subject to any special rights or restrictions as to the voting attached to any shares
by or in accordance with these Articles, or by or in accordance with the terms upon
Which any shares have been issued:
4.1.1 on a show of hands every member:
4.1.1.1 who (being an individual) is present in person; or
4.1.1.2 which (being a corporation) is present by a duly authorised
representative,
shall have one vote; and
4.1.2 on a poll every member:
3
4.1.2.1
4.1.2.2
who (being an individual) Is present in person or by proxy;
or
which (being a corporation) is present by a duly authorised
representative or by proxy,
shall have one vote for every ordinary share of which he is the holder.
4.2 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, and subject to the provisions of the Companies (Single
Member Private Limited Companies) Regulations 1992 (51 1992/1699), two
members present in person or by proxy or (if a corporate member) by a duly
authorised representative shall be a quorum. Regulation 41 of Table A shall be
read and construed as if the last sentence ended with the words ", and if at the
adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the meeting shall be dissolved".
5 NOnCE OF GENERAL MEETINGS
5.1 An annual general meeting and an extraordinary general meeting called for the
passing of any special resolution shall be called by at least twenty one clear days'
notice. All other extraordinary general meetings shall be called by at least fourteen
days' notice but a general meeting may be called by shorter notice if it is so agreed:
5.1.1 in the case of an annual general meeting, by all the members entitied to
attend and vote thereat; and
5.1.2 in the case of any other meeting, by the requisite majority being a
majority in number of the members having a right to attend and vote
and together holding not less than:
5.1.2.1
5.1.2.2
ninety five per cent in nominal value of the shares giving that
right; or
whilst an elective resolution passed by the Company pursuant
to section 369(4) of the Act is effective, the relevant majority
specified in such resolution or subsequently determined by
the Company in general meeting in accordance with such
resolution.
4
5.2 The notice shall specify the time and place of the meeting and the general nature of
the business to be transacted and, in the case of an annual general meeting, shall
specify the meeting as such.
5.3 A notice convening a general meeting shall in the case of special business specify
the general nature of the business to be transacted.
5.4 All business shall be deemed special that is transacted at an extraordinary general
meeting, and also all that is transacted at an annual general meeting, with the
exception of dedaring a dividend, the consideration of the accounts, balance
sheets, and the reports of the directors and auditors, the election of directors in the
place of those retiring and the appointment of, and the fixing of the remuneration
of, the auditors. Subject to the provisions of these Articles and to any restrictions
imposed on any shares the notice shall be given to all the members and to the
directors and auditors.
6 DIRECTORS
6.1 Unless and until otherwise detennined by the Company in general meeting the
number of directors (other than alternate directors) shall not be less than one nor
shall it be subject to any maximum. The quorum for the transaction of the business
of the directors shall be two, except where there is only a sole director in office in
which case such sale director may act for all purposes and exercise all the powers
of the Company. A person who holds office only as an alternate director shall, if he
Is present but his appointor is not, be counted in the quorum for the transaction of
the bUSiness of the directors.
6.2 The Company In general meeting may appoint any person to be a director either to
fill a casual vacancy or as an addition to the existing directors.
6.3 The directors shall (subject to obtaining the prior written consent of the Company's
ultimate holding company) 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 addition
to the existing directors.
6.4 No person shall be disqualified from becoming a director by reason of his attaining
or having attained the age of seventy or any other age; nor shall any special notice
be required in connection with the appointment or the approval of the appointment
of such person; and no director shall vacate his office at any time by reason of the
fact that he has attained the age of seventy or any other age.
5
6.5 The directors may exercise all the powers of the Company to borrow money, and to
mortgage or charge 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.
6.6 A director who declares his Interest in the manner provided by the Act may vote as
a director in regard to any contract or arrangement in which he is interested
(including, but without prejudice to the generality of the foregoing, any contract,
arrangement, transaction or proposal concerning the purchase or maintenance of
any insurance policy in which he is in any way interested) or upon any matter
arising in relation to it and, if he shall so vote, his vote shall be counted and he
shall be counted in the quorum when any such contract or arrangement is under
consideration.
6.7 A resolution in writing signed by all the directors entitled to receive notice of a
meeting of directors or of a committee of directors shall be as effective for all
purposes as a resolution passed at a meeting of the directors or (as the case may
be) a committee of directors duly convened and held and may consist of several
documents in the like fonm each signed by one or more of the directors. The
directors shall be entitled to accept that a resolution has been signed by a director
if:
6.7.1 the directors receive a copy of the resolution bearing a facsimile of the
director's signature;
6.7.2 it has been signed by a duly authorised representative for and on behalf
of a director;
6.7.3 it has been signed by an alternate director validly appointed by a
director. If such a resolution is signed by an alternate director validly
appointed by a director, It shall not be necessary for that director also to
sign the resolution. If such a resolution is signed by a director who has
appointed an alternate director, it shall not be necessary for his alternate
director also to sign that resolution in that capacity;
and, if the directors do so accept, the resolution shall be effective for all purposes
as having been signed by the director.
6
6.8 Subject to the provisions of these Articles, the directors may regulate their
proceedings as they think fit.
6.9 A director may, and the secretary at the request of any director shall, call a meeting
of directors.
6.10 Questions arising at a meeting shall be decided by a majority of votes.
6.11 A director who is also an alternate director shall be entitled in the absence of his
appointor to a separate vote on behalf of his appointor in addition to his own vote.
6.12 Directors or, if appropriate, their alternates may participate in or hold a meeting of
directors or a committee of directors by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other; participation by such means shall be deemed to constitute
presence in person and business so transacted shall be as effective for all purposes
as that of a meeting of the directors or (as the case may be) a committee of the
directors duly convened and held with such directors physically present.
6.13 In Regulation 82 of Table A there shall be inserted after the words "such
remuneration" the words "for their services as such", and at the end of that
Regulation the sentence: "A director who has ceased to hold office as such when
the resolution is passed shall, unless it otherwise provides, be entitled to be paid
the appropriate proportion of any remuneration voted to the directors for a period
during all or any part of which he held office".
6.14 In Regulation 84 of Table A there shall be inserted in the third sentence after the
words "shall terminate" the parenthesis "(unless the terms of his appointment
otherwise provide)".
6.15 In Regulation 87 of Table A there shall be substituted in the first line for the words
''The directors" the words "The directors on behalf of the Company".
7 ASSOCIATE, DMSIONAl OR REGIONAL DIRECTORS
7.1 The directors shall have power from time to time to deSignate any person or
persons in the employment of the Company not being directors as associate
directors or divisional directors or regional directors of the COmpany and also at any
time to revoke such deSignation as regards any person so appointed.
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7.2. The designation of a person as an associate director or divisional director or
regional director shall not confer upon him the status of a director or entitle him to
vote at meetings of the directors or to attend such meetings unless specifically
invited to attend; none of the provisions of these Articles or of the Act concerning
directors shall apply to an associate director or diVisional director or regional
director.
7.3 A person designated as an associate director or divisional director or regional
director shall not, unless the directors otherwise determine, be entitled to any
additional remuneration on that account and the terms of any service agreement
between the Company and such a person shall in no way be affected by his
designation as an associate director or divisional director or regional director or by
the revocation thereof. He shall be entitled to be described as an associate director
or divisional director or regional director of the Company only so long as he shall
continue to be so designated.
8 ULTIMATE HOLDING COMPANY POWERS
8.1 To the extent of any inconsistency between the following provisions of these
Articles, the Articles generally and Table A, these provisions shall have overriding
effect as against all other provisions of these Articles and Table A:
8.1.1 the Company's ultimate holding company may at any time and from time
to time appoint any person to be a director or remove from office any
director howsoever appointed but so that his removal from office shall be
deemed an act of the Company and shall have effect without prejudice to
any claim for damages for breach of any contract of service between him
and the Company;
8.1.2 the Company's ultimate holding company may at any time and from time
to time appoint a director to act as chairman of the Company and to
remove any chairman so appointed;
8.1.3 any or all powers of the directors shall be restricted in such respects and
to such extent as the Company's ultimate holding company may by
written notice to the Company from time to time prescribe;
8.1.4 no unissued shares or securities shall be issued or agreed to be issued or
put under option without the consent of the Company's ultimate holding
company.
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Any such appointment, removal, consent or notice shall be effected by an
instrument in writing signed on behalf of the Holding Company by any two of its
directors or by anyone of its directors and either its secretary or some other person
duly authorised for the purpose and shaH take effect upon receipt (including by
facsimile) at the registered office of the Company.
B.2 No person dealing with the Company shall be concerned to see or enquire as to
whether the powers of the directors have been in any way restricted or as to
whether any requisite consent of the Company's ultimate holding company has
been obtained and no obligation incurred or security given or transaction effected
by the Company to or with any third party shall be invalid or ineffectual unless the
third party had at the time express notice that the incurring of such obligation or
the giving of such security or the effecting of such transaction was in excess of the
powers of the directors.
9 INDEMNITY AND INSURANCE
9.1 Subject to the provisions of and so far as may be permitted by and consistent with
the Act, each current or former director, secretary or other officer (other than an
auditor) of the Company or any associated company (as defined in section 309A(6)
of the Act) shall be indemnified out of the assets of the Company against:
9.1.1 any liability incurred by or attaching to him in connection with any
negligence, default, breach of duty or breach of trust by him in
relation to the Company other than:
9.1.1.1
9.1.1.2
any liability to the Company or any associated company;
and
any liability of the kind referred to in sections 3096(3) or
(4) of the Act; and
9.1.2 any other liability incurred by or attaching to him in the actual or
purported execution and/or discharge of his duties and/or the
exercise or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office;
9
9.1.3 where a current or former director, secretary or other officer (other
than an auditor) of the Company is indemnified against any liability In
accordance with this Article 9.1, such indemnity shall extend to all
costs, charges, losses, expenses and liabilities incurred by him in
relation thereto.
9.2 Subject to the provisions of and so far as may be permitted by the Act, the
directors may exercise all the powers of the Company to:
9.2.1 provide any current or former director, secretary or other officer
(other than an auditor) of the Company with funds to meet
expenditure Incurred or to be incurred by him in defending any
criminal or civil proceedings in connection with any alleged
negligence, default, breach of duty or breach of trust by him in
relation to the Company, or in connection with any application under
the provisions mentioned in section 337A(2) of the Act; and
9.2.2 do anything to enable any such person to avoid incurring such
expenditure, but so that the terms set out in section 337A(4) of the
Act shall apply to any such provision of funds or other things done
provided that for the purpose of this Article 9.2 references to
"director" in section 337A(4) of the Act shall be deemed to include
references to a former director or a current or former secretary or
other officer (other than an auditor) of the Company.
9.3 Without prejudice to Article 9.1, the directors may purchase and maintain for or for
the benefit of any person who holds or has at any time held a relevant office
insurance against any liability or expense incurred by him in relation to the
Company or any associated company of the Company or any third party in respect
of any act or omission in the actual or purported discharge of the duties of the
relevant office concerned or otherwise in connection with the holding of that
relevant office and for this purpose " relevant office" means that of director, officer
or employee of the Company or any Company which is or was an associated
company of the Company or any predecessor in business of the Company or of any
such associated company or that of trustee of any pension fund or retirement,
death or disability scheme or other trust (or the benefit o( any officer or employee
or former officer or former employee of the Company or any such associated
company or of any such predecessor In business or their respective dependants.
10
Mansell Construction Services Limited Registered Number 01197246
(the Company)
MINUTES of a meeting of the board of directors of the Company held at
Roman House, Grant Road, Croydon CR9 6BU on Monday 7 February 2011 at 10.00 am
PRESENT: MrS JWaite MrRVWalker Mr D J Greenspan
(Chairman) (Director) (Director and Company Secretary)
1 OPENING
1.1 It was agreed that Mr S J Waite would be Chairman of the meeting. The Chairman noted that the meeting was quorate and that the meeting was duly convened in accordance with the requirements of the Company's articles of association (the Articles).
1.2 The Chairman reported that the meeting had been convened in connection with the project agreement to be entered into between (1) Balfour Beatty Fire and Rescue NW Limited and (2) Cumbria County Council, Lancashire Combined Fire Authority and Merseyside Fire and Rescue Authority under the Private Finance Initiative for the design, construction, operation and maintenance of sixteen (16) fire stations within Cumbria, Lancashire and Merseyside (the "Project").
1.3 The Chairman tabled at the meeting the latest drafts of the agreements, documents and instruments listed in the Schedule annexed to these minutes (the Relevant Documents) associated with the Project and which the Company is to enter into and comply with in order to give efficacy to the Project.
2 INTERESTS
2.1 For the purposes of sections 177 and 182 of the Companies Act 2006 and the Articles, the Directors present declared, where appropriate, their respective personal interests in the Relevant Documents.
2.2 It was noted that pursuant to the Articles, a director may vote and form part of the quorum in relation to any matter in which he has declared an interest.
3 PRODUCTION AND REVIEW OF DOCUMENTS
3.1 There was then produced to the meeting:
a) a copy of each of the Relevant Documents ' as listed in the Schedule; and
b) an engrossment of a power of attorney (the Power of Attorney) pursuant to which Andrew Bowler, Liam Duffy, William Kingwill and Timothy Spencer (or anyone of them) (the Attorneys and each an Attorney) would be authorised to execute inter alia the Relevant Documents on behalf of the Company.
3.2 The Directors carefully considered:
a) the terms of the Relevant Documents and each of the ,transactions proposed thereunder;
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b) the Company's rights, obligations and lliabilities (actual and contingent) under the Relevant Documents;
c) any limit or restriction on any of the Company's powers and any limit or restriction on the right or ability of the Directors to exercise any of the Company's powers under the Relevant Documents;
d) the terms of the Power of Attorney, including the right for any Attorney to agree amendments or variations to the Relevant Documents; and
e) the matters referred to in Section 172(1) of the Companies Act 2006
and the Directors concluded that it would promote the success of the Company for the benefit of its members as a whole to accept the terms of and approve entry into the Relevant Documents and the Power of Attorney.
4 RESOLUTIONS
4.1 After due consideration and having so concluded, it was RESOLVED that:
a) the terms of and the transactions contemplated by the Relevant Documents be and are hereby approved in their tabled form, subject to such amendments (including amendments in manuscript) as may be considered necessary or desirable and be approved by anyone of the Attorneys (such approval being conclusively indicated by his execution of the Relevant Documents as so amended);
b) the execution, delivery and performance by the Company of the Relevant Documents be and is hereby approved and the execution , delivery and performance by the .. Company of any documents ancillary to or in connection therewith or in connection with the Project (the Ancillary Documents) be and is hereby approved and the Relevant Documents and Ancillary Documents be executed by anyone of the Attorneys (including any document to be executed as a deed);
c) any Director and a witness, any two Directors, or any Director and the Company Secretary, be and are hereby authorised to execute the Power of Attorney on the Company's behalf; and
d) any Director or the Company Secretary be and is hereby authorised to execute any formalities certificate (as referred to in paragraph 1.2 of Part 1 of Schedule 2 of the loan facilities agreement entered into by Balfour Beatty Fire and Rescue NW Limited and others in connection with the Project).
5 CLOSURE
There being no further . sine s, e Chairman brought the meeting to a close.
Chairman
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SCHEDULE
List of Documents
(the Relevant Documents)
The following documents (as defined in the loan facilities agreement entered into by
Balfour Beatty Fire and Rescue NW Limited and others) in connection with the Project:
1. Building Contract;
2. Building Sub-Contract (as defined in the Building Contract);
3. Building Contractor's Direct Agreement;
4. Building Contract Parallel Loan Agreement;
5. the Collateral Warranty (as defined in the Building Contract);
6. collateral warranty referred to at clause 4.1 .1(c) of the Building Contract between the Company, the Principal Building Sub-Contractor (as defined in the Building Contract) and others;
7. collateral warranty referred to at clause 4. 1.1 (d) of the Building Contract between Balfour Beatty Fire and Rescue NW Limited, the Company and Seymour Harris Limited;
8. collateral warranty referred to at clause 4.1.1 (d) of the Building Contract between Balfour Beatty Fire and Rescue NW Limited, the Company and Blue Sky DeSign Services Limited; .
9. collateral warranty referred to at clause 4.1.1(d) of the Building Contract between Balfour Beatty Fire and Rescue NW Limited, the Company and Arup Limited; and
10. collateral warranty referred to at clause 13 of the Independent Certifier's Deed of Appointment between Mansell Construction Services Limited, Gleeds Management Services Limited and Balfour Beatty Fire and Rescue NW Limited ..
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