Memorandum & Articles of Association
In this paragraph, ‘Statutes’ means the Act and every other statute or statutory instrument, rule, order or regulation from time to time in force concerning companies so far as they apply to the Company.
This page contains the text of World Career Network plc's legal statement signed by all initial shareholders agreeing to form the company and the written rules about running the company agreed by the shareholders, directors and the company secretary.
1.1 Memorandum of Association
The objects of the Company are set out in the clause above of the Company’s Memorandum of Association and its principal objects are, among others, to carry on all or any of the business of general agents, mortgage brokers, financial agents, advisers, managers and administrators, brokers and agents, commission agents; and to purchase or otherwise acquire and take over any businesses or undertakings which may be deemed expedient, or to become interested in, and to carry on or dispose of, remove or put an end to the same or otherwise deal with any such businesses or undertakings as may be thought desirable.
1.2 Articles of Association
The articles of association of the Company (‘Articles’) which are adopted by special resolution on 3 March 2000 contain provisions, among others, to the following effect:
1.2.1 Redeemable Preference Shares
A Redeemable Preference Share does not entitle the holder to any rights of participation in the profits of the Company.
On a return of capital on a winding up (but not otherwise) the assets of the Company available for distribution to its members shall be applied in paying to each holder a Redeemable Preference Share in priority to any payment to the holders of Ordinary Shares a sum equal to the capital paid up on that Redeemable Preference Share. A Redeemable Preference Share does not entitle the holder to any further rights of participation in the capital of the Company.
If the Company shall receive written notice from a holder of Redeemable Preference Shares specifying a number of Redeemable Preference Shares for immediate redemption, the Company may (subject to the Statutes) redeem all or part of such Redeemable Preference Shares so specified by serving notice (a ‘Redemption Notice’) on the said holder specifying the number of Redeemable Preference Shares to be redeemed at a date between 7 and 14 days later (each a ‘Redemption Date’) on which the redemption is to take place. On each Redeemable Preference Share to be redeemed under this Article the Company shall pay the sum of £1 (or the amount of capital paid up on such share if less).
Each Redeemable Preference Share entitles the holder to receive notice of, but does not entitle the holder to attend and vote at, general meetings of the Company unless the business of the meeting includes the consideration of a resolution for winding-up the Company or for a reduction in the capital of the Company other than a reduction in the capital involving a repayment of capital or reduction in liability for capital not yet paid up, or purchase of any shares other than Redeemable Preference Shares or any resolution modifying or varying any of the special rights, privileges or restriction attached to the Redeemable Preference Shares. If a holder is entitled to vote as a result of the above, he may only vote in respect of a resolution referred to above. On a show of hands, each holder of Redeemable Preference Shares who (being an individual) is
present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, not being himself a member, shall have one vote and on a poll, each holder of Redeemable Preference Shares who (being an individual) is present in person or by proxy or (being a corporation) by a proxy or a duly authorised representative, not being himself a member, shall be entitled to exercise one vote for every Redeemable Preference Share held by him.
1.2.2 Voting Rights
Subject to any special terms as to voting upon which any share may be issued, or may be held, and subject to the provisions of the Articles, on a show of hands every member of the Company (‘Member’) present in person and entitled to vote shall have one vote and on a poll every Member present in person or by proxy and entitled to vote shall have one vote for every share of which he is the holder.
No Member is entitled to be present or to be counted in the quorum or vote, either in person or by proxy, at any general meeting or at any separate meeting of the holders of a class of shares or on a poll or to exercise other rights conferred by membership in relation to the meeting or poll, unless all calls or other moneys due and payable in respect of the share have been paid.
Where a notice is served by the Company under section 212 of the Act (a ‘section 212 notice’) on a Member, or another person whom the company knows or has reasonable cause to believe to be interested in shares held by that Member, and the Member or other person has failed in
relation to any shares (the ‘default shares’, which expression includes any shares issued after the date of the section 212 notice in right of those shares) to give the Company the information required within 14 days from the date of service of the section 212 notice then, unless the Board otherwise decides, the Member is not entitled in respect of the default shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll or to exercise other rights conferred by membership in relation to the meeting or poll.
Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is declared and paid. Dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. Any dividend which has remained unclaimed for a period of 12 years from the date it became due for payment is forfeited and ceases to remain owing by the Company.
Where a section 212 notice is served on a Member, or another person whom the company knows or has reasonable cause to believe to be interested in shares held by that Member, and the Member or other person has failed in relation to any default shares to give the Company the information required within 14 days of the service of the section 212 notice, and the default shares represent at least 0.25 per cent in nominal value of the issued shares of their class then, unless the Board otherwise decides, any dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it and the Member is not entitled to elect to receive shares instead of a dividend.
1.2.4 Distribution of Assets on a Winding Up
If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the Court) the liquidator may, with the authority of an extraordinary resolution and any sanction required by law, divide among the Members in kind the whole or any part of the assets of the Company and whether or not the assets consist of property of one kind or of different kinds and may for this purpose set such value as he deems fair on any class or classes of property and may determine on the basis of that valuation and in accordance with the then existing rights of Members how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the same authority, vest any part of the assets in the trustees upon such trust for the benefit or Members as the liquidator may think fit but so that no member shall be compelled to accept any asset in respect of which there is a liability or potential liability.
1.2.6 Variation of Class Rights
Subject to the Statutes, the rights attached to any class of shares may be modified, varied or abrogated and in such manner (if any) as may be provided by those rights or (b) in the absence of provision, either with the consent in writing of the holders of at least three fourths in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate meeting of the holders of that class and then only subject to the provisions of section 127 of the Act.
1.2.7 Transfer of Shares
Any Member may transfer all or any of his certificated shares by instrument of transfer in writing in any usual form or in such other form as the Board may approve and the instrument must be signed by or on behalf of the transferor and (except in the case of a share which is fully paid up) by or on behalf of the transferee but need not be under seal. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the register of Members in respect of it.
Subject to the following paragraph, the Board may refuse to register a transfer of a certificated share unless the instrument or transfer is (a) in respect of only one class of shares, (b) in favour of not more than four joint transferees, (c) duly stamped (if required), and (d) delivered for registration to the registered office of the Company from time to time or such other place as the Board may decide accompanied by the certificate of the shares to be transferred (save in the case of a transfer by a recognised person to whom no certificate was issued) and such other evidence as the board may reasonably require to prove the title of the transferor and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so. The Board may impose restrictions on the transfer of a certificated share which is not fully paid, provided that the restrictions are not such as to prevent dealings in the shares from taking place on an open and proper basis.
Subject to the provisions of the Statutes, the Board may permit shares of any class to be held in uncertificated form and to be transferred by means of a relevant system and may determine that any class of shares shall cease to be a participating security. Securities which do not have certificates, may allow existing shares, and other securities, to be held without certificates and may allow any shares, or other securities, to be transferred without using a transfer form.
Where a section 212 notice is served on a Member, or another person whom the company knows or has reasonable cause to believe to be interested in shares held by that Member, and the Member or other person has failed in relation to any default shares to give the Company thee information required within 14 days from the date of service of the section 212 notice and such shares represent at least 0.25 per cent in nominal value of the issued shares of their class, then, unless the Board otherwise decides, no transfer of any of the default shares shall be registered unless the transfer is an ‘exceptional transfer’ (as defined in the Articles) or the Member is not himself in default in supplying the information required and the Member proves to the satisfaction of the Board that no person in default in supplying the information required is interested in any of the shares the subject of the transfer or unless the registration of the transfer is required by the Uncertificated Securities Regulations 1995.
1.2.8 Alterations to Capital
The Company may by ordinary resolution (a) increase its share capital by a sum to be divided into shares of an amount prescribed by the resolution; (b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; (c) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and (d) subject to the Statutes, sub-divide all or any of its shares into shares of a smaller amount and may by the resolution determine that the shares resulting from such sub-division may have any preferred or other special rights or be subject to any restrictions, as compared with the others.
Subject to the Statutes and to the rights attached t existing shares, the Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner.
1.2.9 Borrowing Powers
The Board may exercise all the powers of the Company to borrow money. The Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure (as regards subsidiary undertakings so far as by such exercise they can secure) that the aggregate principal amount (including any premium payable on final payment) remaining undischarged of all moneys borrowed by the Group does not at any time without the aggregate principal amount (including any premium payable on final payment) remaining undischarged of all moneys borrowed by the Group does not at any time without previous sanction of an ordinary resolution exceed a sum equal to two times the aggregate of (a) the amount paid up on the allotted or issued share capital and revenue reserves of the Company and any company which is a subsidiary undertaking from time to time (the ‘Group’) (including any share premium account and capital redemption reserve) plus or minus the credit or debit balance, as the case may be, of the consolidated balance sheet of the Group adjusted as specified in the Articles.