EX-99.T3A-17 15 a19-11484_1ex99dt3a17.htm EX-99.T3A-17

Exhibit T3A-17

 

 

AMENDED

2nd May 2016

 

FORM C2

 

The Companies (Incorporation by Registration) Act, 1970

 

MEMORANDUM OF ASSOCIATION

 

OF

 

KEY INTERNATIONAL DRILLING COMPANY LIMITED

 

(hereinafter; referred to as “the Company”).

 

1.              The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

 

2.              We, the undersigned, namely,

 

 

 

 

 

BERMUDIAN

 

 

 

NUMBER OF

 

 

 

 

STATUS

 

 

 

SHARES

NAME

 

ADDRESS

 

(Yes/No)

 

NATIONALITY

 

SUBSCRIBED

Walter Maddocks

 

Pembroke, Bermuda

 

No

 

British

 

One

 

 

 

 

 

 

 

 

 

C.F. Alexander Cooper

 

Pembroke, Bermuda

 

Yes

 

British

 

One

 

 

 

 

 

 

 

 

 

Alan Leslie Brown

 

Warwick, Bermuda

 

Yes

 

British

 

One

 

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the provisional directors of the Company in pursuance of Section 5 of The Companies Act, 1948, in respect of the shares allotted to us respectively.

 


 

3.              The Company is to be an exempted/XXX* Company as defined by the Companies (Incorporation by Registration) Act, 1970.

 

4.              The Company has power to hold land situate in these Islands not exceeding in all, including the following parcels:—

 

5.              The minimum share capital of the Company shall be U.S. $12,000.00 divided into shares of a par value of not less than ten cents each, and having a proposed par value of $1.00 each.

 

*                 Delete as applicable.

 


 

Amendment inserted by Members’ resolution on 2nd May 2016

 

6.              The objects for which the Company is formed and incorporated are unrestricted.

 

7.              The following are provisions regarding the powers of the Company —

 

Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and —

 

(i)            pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

 

(ii)           pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and

 

(iii)          pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

 

1


 

Signed by each subscriber in the presence of at least one witness attesting the signature thereof:—

 

[ILLEGIBLE]

 

[ILLEGIBLE]

[ILLEGIBLE]

 

[ILLEGIBLE]

[ILLEGIBLE]

 

[ILLEGIBLE]

 

 

 

 

 

 

(Subscribers)

 

(Witnesses)