VALIDUS HOLDINGS LTD - FORM 8-K - EX-3.1 - EXHIBIT 3.1 - ALTERED MEMORANDUM OF ASSOCIATION - July 18, 2018

Attached files

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EX-3.2 - EXHIBIT 3.2 - AMENDED AND RESTATED BYE-LAWS - VALIDUS HOLDINGS LTDex3-2.htm
EX-1.1 - EXHIBIT 1.1 - AMENDMENT NO. 1 - VALIDUS HOLDINGS LTDex1-1.htm
8-K - FORM 8-K - VALIDUS HOLDINGS LTDform8k.htm
Exhibit 3.1

 
 
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
 Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION
OF
Venus Holdings 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.
The undersigned, namely,
         
 
Name and Address
Bermudian Status
 (Yes or No)
Nationality
Number of Shares
Subscribed
         
 
Compass Administration Services Ltd.
Crawford House
50 Cedar Avenue
Hamilton HM 11
Yes
Bermuda
1
         
 
do hereby agree to take such number of shares of the Company as may be allotted to us by the provisional director(s) of the Company, not exceeding the number of shares for which we have subscribed, and to satisfy such calls as may be made by the directors, provisional director(s) or promoters of the Company in respect of the shares allotted to us respectively.
         
 

 

           
 
3.
The Company is to be an exempted Company as defined by the Companies Act 1981.
           
 
4.
The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding _____ in all, including the following parcels:- N/A
           
Altered 18 May 2018
pursuant to section 45(1)
Companies Act 1981 in
anticipation of the merger    
of the Company with
Validus Holdings, Ltd.
5.
The authorised share capital of the Company is US$1.00 divided into 100 shares of par value US$0.01 each.
         
 
The authorised share capital of the Company is US$802,800.00 divided into 80,000,000 common shares of par value US$0.01 each and 16,000 preferred shares of par value US$0.175 each.
         
6.
The objects for which the Company is formed and incorporated are unrestricted.
         
 
7.
The following are provision regarding the powers of a Company:
           
   
i)
Has the powers of a natural person;
           
   
ii)
Subject to the provisions of Section 42 of the Companies Act 1981, has the power to issue preference shares which at the option of the holders thereof are to be liable to be redeemed;
           
   
iii)
Has the power to purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981; and
           
   
iv)
Has the power to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the Companies Act 1981.
           



 
Signed by the subscriber in the presence of a witness attesting the signature thereof:-
         
         
 
s/Laetitia Hupman
  
s/Witness
  
 
Laetitia Hupman
Duly authorised, for and on behalf of
Compass Administration Services Ltd.
  
(Witness)
  
         
 
(Subscriber)
      
         
 
Subscribed this 15 day of January 2018
      
         
 

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