EXHIBIT 3.29
COMPANIES ACT 1985
----------------------------------------------
PRIVATE COMPANY LIMITED BY SHARES
----------------------------------------------
MEMORANDUM OF ASSOCIATION
(Adopted by written resolution passed on 5 January 2005)
-of-
NOVELIS EUROPE HOLDINGS LTD
MACFARLANES
24 MAY 2005
FILED
CRO LONDON
1 The Company's name is NOVELIS EUROPE HOLDINGS LTD.
2 The Company's registered office is to be situated in England and Wales.
3 The Company's objects are:
3.1 To carry on the business of a holding company and to acquire by
purchase, exchange, subscription or otherwise and to hold the whole or
any part of the shares, stock, debenture stock, loan stock, bonds,
obligations, securities, property, rights, privileges or other
interests of or in any company, corporation, firm or undertaking
carrying on business of any kind whatsoever in any part of the world
and to enter into, assist or participate in financial, commercial,
mercantile, industrial and other transactions undertakings and
businesses of every description and to carry on, develop and extend the
same or sell, dispose of or otherwise turn the same to account, and to
manage, conduct, supervise, control and co-ordinate the activities,
businesses, operations or affairs of any company, corporation or firm
in which the Company is for the time being interested and to
co-ordinate the policy and administration of any companies of which the
Company is a member or which are in any manner controlled by or
connected or associated with the Company.
3.2 To carry on any other business which may seem to the Company capable of
being conveniently carried on in connection with any business of the
Company or calculated directly or indirectly to enhance the value of
or render profitable any of the Company's property or assets.
3.3 To acquire and take over the whole or any part of the business,
property and liabilities of any company or person carrying on any
business which the Company is authorised to carry on, or possessed of
any property or assets suitable for the purposes of the Company.
3.4 To purchase, take on lease or in exchange, hire or otherwise acquire
any real or personal property, patents, licences, rights or privileges
which the Company may think necessary or convenient for the purposes of
its business, and to construct, maintain and alter any buildings or
works necessary or convenient for the purposes of the Company.
3.5 To pay for any property or assets acquired by the Company either in
cash or fully or partly paid shares or by the issue of securities or
obligations or partly in one mode and partly in another and generally
on such terms as may be determined.
3.6 To borrow or raise or secure the payment of money in such manner and
upon such terms as the Company may think fit, and for any of such
purposes to mortgage or charge the undertaking and all or any part of
the property and rights of the Company, both present and future
including uncalled capital, and to create and issue redeemable
debentures or debenture stock, bonds or other obligations.
3.7 To give indemnities and/or stand surety for or guarantee, support or
secure the performance of all or any of the obligations of any person,
firm or company whether by personal covenant or by mortgage, charge or
lien upon the whole or any part of the undertaking, property and assets
of the Company, both present and future, including its uncalled capital
or by both such methods; and, in particular, but without prejudice to
the generality of the foregoing, to guarantee, support or secure
whether by personal covenant or by any such mortgage, charge or lien as
aforesaid or by both such methods the performance of all or any of the
obligations (including the repayment or payment of the principal and
premium and interest on any securities) of any company which is for the
time being the Company's holding company (as defined by Companies Act
1985 section 736) or another subsidiary (as defined by that section) of
any such holding company or a subsidiary (as defined by that section)
of the Company.
3.8 To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including, without
prejudice to the generality of the foregoing, any holding company,
subsidiary or fellow subsidiary of, or any other company associated in
any way with, the Company).
3.9 To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to
hold or otherwise deal with any investments made.
3.10 To issue and deposit any securities which the Company has power to
issue by way of mortgage to secure any sum less than the nominal amount
of such securities, and also by way of security for the performance of
any contracts or obligations of the Company or of its customers or of
any other person or company having dealings with the Company, or in
whose business or undertaking the Company is interested.
3.11 To establish and maintain, or procure the establishment and maintenance
of, any non-contributory or contributory pension or superannuation
funds for the benefit of, and to give or procure the giving of
donations, gratuities, pensions, allowances or emoluments to any
persons who are or were at any time in the employment or service of the
Company, or of any company which is a subsidiary of the Company or is
allied to or associated with the Company, or any such subsidiary or of
any
2
company which is a predecessor in business of the Company or of any
such other company as aforesaid, or any persons who are or were at any
time directors or officers of the Company, or of any such other company
as aforesaid, and the spouses, widows, widowers, families and
dependants of any such persons, and also to establish and subsidise or
subscribe to any institutions, associations, clubs or funds calculated
to be for the benefit of or advance the interests and well being of the
Company or of any such other company as aforesaid, or of any such
persons as aforesaid, and to make payments for or towards the insurance
of any such persons as aforesaid, and to subscribe or guarantee money
for any charitable or benevolent object or for any exhibition or for
any public, general or useful object, and to do any of the matters
aforesaid, either alone or in conjunction with any such other company
as aforesaid.
3.12 To enter into any partnership or arrangement in the nature of a
partnership, cooperation or union of interests, with any person or
company engaged or interested or about to become engaged or interested
in the carrying on or conduct of any business which the Company is
authorised to carry on or conduct or from which the Company would, or
might derive any benefit, whether direct or indirect.
3.13 To establish or promote, or join in the establishment or promotion of,
any other company whose objects shall include the taking over of any of
the assets and liabilities of the Company, or the promotion of which
shall be calculated to advance its interests, and to acquire and hold
any shares, securities or obligations of any such company.
3.14 To amalgamate with any other company.
3.15 To sell or dispose of the undertaking, property and assets of the
Company or any part thereof, in such manner and for such consideration
as the Company may think fit, and in particular for shares (fully or
partly paid up), debentures, debenture stock, securities or obligations
of any other company, whether promoted by the Company for the purpose
or not, and to improve, manage, develop, exchange, lease, dispose of,
turn to account or otherwise deal with all or any part of the property
and assets of the Company.
3.16 To distribute any of the Company's property or assets among the members
in specie.
3.17 To cause the Company to be registered or recognised in any foreign
country.
3.18 To do all or any of the above things in any part of the world, and
either as principal, agent, trustee or otherwise, and either alone or
in conjunction with others, and by or through agents, subcontractors,
trustees or otherwise.
3.19 To do all such other things as are incidental or the Company may think
conducive to the attainment of the above objects or any of them.
And it is hereby declared that the word 'company' in this Clause,
except where used in reference to this Company, shall be deemed to
include any partnership or other body of persons, whether incorporated
or not incorporated, and whether domiciled in the United Kingdom or
elsewhere, and that the intention is that each of the objects specified
in each paragraph of this Clause shall, except where
3
otherwise expressed in such paragraph, be an independent main object
and not be limited or restricted by reference to or inference from the
terms of any other paragraph or the name of the Company.
4 The liability of the members is limited.
5 The Company's share capital is L100 divided into 100
ordinary shares of L1 each.(12)
--------------------------------------------------------------------------------
(1) By a written resolution dated 23 December 2004 the share capital of the
Company was increased to L144,929,000 divided into 144,928,900 Preferred Shares
of L1.00 each and 100 Ordinary Shares of L1.00 each.
(2) By a written resolution dated 11 May 2005 the share capital of the
Company was increased to L304,929,000 divided into 160,000,100 ordinary shares
of L1.00 each and 144,928,900 Preferred Shares of L1.00 each
4
