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					Company No. 438328



                                THE COMPANIES ACTS 1985 AND 1989

                         _____________________________________________

                            PUBLIC COMPANY LIMITED BY SHARES
                         _____________________________________________



                                   MEMORANDUM OF ASSOCIATION



                                                           - of -



                                   WATER HALL GROUP plc
                          (Amended by Special Resolution on 10 March 1999)



1.        The name of the Company is "WATER HALL GROUP plc".1

2.        The registered office of the Company will be situate in England.

3.        The objects for which the Company is established are:-

2
    (A)   To act as an investment holding company and to co-ordinate the business of any
          companies in which the Company is for the time being interested, and to acquire
          (whether by original subscription, tender, purchase, exchange or other otherwise) the
          whole of or any part of the stock, shares, debentures, debenture stocks, bonds and other
          securities issued or guaranteed by a body corporate constituted or carrying on business
          in any part of the world or by any government, sovereign ruler, commissioners, public
          body or authority and to hold the same as investments, and to sell, exchange, carry and
          dispose of the same.




1
          The name of the Company was changed from Starmin plc on 17 January 1995.
2
          Inserted pursuant to a Special Resolution dated 9 January 1991.



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3
    (B)   To carry on the business of quarry owners and operators, stone crushers, dealers in
          stone chippings, merchants of and dealers in stone, lime, lime spar, limestone, dolomite,
          quartzite, gravel, shale, sand, gritstone, slate, marble, rock, barytes, marble, freestone,
          silicia, calcite, iron, ore, clay, coal, and other minerals and mineral substances,
          proprietors of lime kilns, mine owners, manufacturers and merchants of and dealers in
          cement and concrete, breakers, sprayers, mixers and preparers of and dealers in stone,
          slag, concrete, cement, mortar, ballast and road making and building materials of every
          description, contractors for the construction, repair, spraying, rolling and improvement
          of roads, pavements, paths, courts and open spaces, paviors, tar distillers and merchants,
          asphalt makers, brick and tile manufacturers, public works and general building
          contractors, constructional, mechanical and general engineers, steam roller and steam
          and motor, wagon, lorry and other vehicle proprietors, haulage, cartage and transport
          contractors, railway, forwarding and freight agents, insurance agents, commission and
          general agents, timber, coal, coke, and patent fuel merchants, warehousemen and
          storekeepers; and generally to manufacture and deal in and hire and lease all plant,
          machinery, rolling stock, materials and implements, appliances, apparatus and things
          capable of being used in connection with the foregoing businesses or any of them likely
          to be required by customers or persons having dealings with the Company.

(C)       To take part in the management, supervision and control of the business or operations
          of any company or undertaking, and for that purpose to appoint and remunerate any
          directors, accountants, or other experts or agents.

(D)       To construct, alter, improve, decorate, equip, maintain and manage any building and
          installations, and to grant leases and other interests in respect thereof and provide
          services and facilities for the users and occupiers of any buildings and installations.

(E)       To carry on business as screw and gear cutters, bending machine specialists, boiler
          makers, motor and aero engineers, brass founders, brass finishers, iron and non-ferrous
          metal founders, metal workers, millwrights, blacksmiths, tinsmiths, coppersmiths, zinc
          workers, fitters, machinists, galvanisers, annealers, painters, enamellers, japanners,
          electro platers, wire drawers, tool makers, iron moulders, builders, carpenters, glaziers,
          engineers' merchants and agents, and as manufacturers, dealers, merchants, brokers,
          factors, agents and constructors of and in machinery of every description, general,
          mechanical, electrical, power, consulting and marine engineers.

(F)       To manufacture, buy, sell and deal in plant, machinery, tools, implements, materials,
          articles, and things of all kinds necessary or useful for carrying on the foregoing


3
          Inserted pursuant to a Special Resolution dated 9 January 1991



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          businesses or any of them, or likely to be required by customers of or persons having
          dealings with the Company.

(G)       To purchase or by other means acquire any freehold, leasehold or other property for any
          estate or interest whatever and any rights, privileges or easements over or in respect of
          any property and any real or personal property or rights whatsoever which may be
          necessary for or may be conveniently used with or may enhance the value of any other
          property of the Company.

(H)       To carry on in addition to the said businesses any other trade, business or employment
          calculated directly or indirectly to enhance the value of or render profitable any of the
          Company's property rights or business for the time being.

(I)       To carry on any business or branch of a business which this Company is authorised to
          carry on by means of or through the agency of any subsidiary company or companies,
          and to enter into any arrangement with any such subsidiary company for taking the
          profits and bearing the losses of any branch or business so carried on or for financing
          such subsidiary company or a company which is directly or indirectly controlled by this
          Company or in which this Company holds a substantial interest or guaranteeing its
          liabilities or to make any other arrangement which may seem desirable with reference
          to any business or branch so carried on including power at any time and either
          temporarily or permanently to close any such branch or business and to act as directors
          or managers of or to appoint directors or managers of any such subsidiary company or
          of any other company in which this Company is interested.

(J)       To carry on the business of manufacturers, producers and importers of and dealers in
          any materials used or dealt in by the Company.

(K)       To apply for, purchase or otherwise acquire any trade names or trade marks or any
          patents, brevets d'invention, licences, registrations, concessions and the like conferring
          any exclusive or non-exclusive or limited right to use or any secret or other information
          as to any invention or design which may seem capable of being used for any of the
          purposes of the Company or the acquisition of which may seem calculated directly or
          indirectly to benefit the Company, and to use, exercise, develop, grant licences in
          respect of, or otherwise turn to account or profit the property, rights or information so
          acquired, and to expend money in experimenting upon and testing and improving or
          seeking to improve any patents, inventions, designs, secret processes or rights which the
          Company may acquire or propose to acquire.




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(L)       To purchase or otherwise acquire all or any part of the business or property of any
          person, firm, association or company carrying on or (in the case of a company) formed
          to carry on any business which this Company is authorised to carry on or possessed of
          property suitable to the purposes of this Company, and as the consideration for the same
          to pay cash or to issue any shares, stocks or obligations of this Company, and in
          connection with any such transaction to undertake any liabilities relating to the business
          or property acquired.

(M)       To enter into partnership or into any arrangement whether perpetual or terminable for
          sharing profits, union of interests, joint adventure, reciprocal concession or co-operation
          with any person, firm, association or company carrying on or engaged in or about to
          carry on or engage in any business or transaction which this Company is authorised to
          carry on or engage in or any businesses or transaction or course of action which may
          seem to the Company capable of being conducted so as directly or indirectly to benefit
          this Company or to prevent or minimise apprehended loss or damage, or cost to this
          Company, or to any such company as aforesaid, and to purchase, subscribe for, or
          otherwise acquire and hold shares (fully or partly paid up) or stock in or securities of or
          to lend money to guarantee the contracts, engagements and obligations of, subsidise or
          otherwise assist any such person, firm, association or company, and to sell, hold, re-
          issue with or without guarantee or otherwise deal with such shares, stock or securities.

(N)       To establish, maintain, develop, extend, subscribe to or subsidise any association,
          institution or fund which may seem directly or indirectly conducive to the protection of
          the Company or the furtherance of its interests.

(O)       To establish and support or to aid in the establishment and support of associations,
          institutions or funds calculated to benefit employees or ex-employees or officers or ex-
          officers of the Company or of its predecessors in business or the relatives or dependants
          of such persons, and to grant gratuities, pensions or allowances to such persons, their
          wives, widows, relatives or dependants, and to subscribe or guarantee money for
          charitable or benevolent objects or for any exhibition or for any purpose which may
          seem likely, whether directly or indirectly, to promote the development of the business
          of the Company or to prevent its contraction or for any public, general or useful object.

(P)       To sell, exchange, let, develop, dispose of or otherwise deal with the undertaking of the
          Company or any part thereof upon such terms and for such consideration as the
          Company may think fit.

(Q)       To sell, improve, manage, develop, exchange, mortgage, let on rent or in consideration
          of a share of profits (either in money or kind) or otherwise grant licences, easements


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          and other rights in and over and in any manner dispose of, turn to profit, or deal with all
          or any part of the property and rights of the Company.

(R)       To accept in consideration for the undertaking of the Company or for any property or
          rights, sold, let or disposed of, or any service rendered or to purchase, subscribe for or
          otherwise acquire, and to hold the perpetual or redeemable debentures or debenture
          stock or obligations or the shares (fully or partly paid up) or stock of any company in
          the United Kingdom or elsewhere.

(S)       To promote or form or join in promoting or forming at home or abroad any other
          company or companies for the purpose of acquiring all or any of the property, rights
          and liabilities of this Company or in which this Company is interested, or for any other
          purpose which may seem directly or indirectly calculated to benefit this Company, and
          to pay the costs, charges and expenses preliminary or incidental to the promotion,
          formation, establishment, registration and advertising of any such company, and the
          issue of its capital or securities, and to guarantee the payment of any debentures,
          debenture stock or other securities issued by any such company and the interest thereon,
          and the payment of interest or dividends upon the stock or shares of any such company.

(T)       To receive money on deposit or otherwise to lend money with or without security to
          such persons, and generally on such terms as may seem expedient, and in particular to
          tenants and customers of and other persons having dealings with the Company, and to
          guarantee the performance of contracts by any third persons or companies or the
          discharge of obligations or engagements of any kind by them.

(U)       To apply for and promote any Provisional Order or Act of Parliament for extending the
          powers of the Company or for enabling the Company to carry any of its objects into
          effect or for effecting any modification of the Company's constitution, and to oppose
          and resist and to contribute to the costs of opposing any Bill in Parliament or any
          proceedings, applications, agitation or movement which may seem directly or indirectly
          adverse to the Company's interests.

(V)       To enter into any arrangements with any government or authority, supreme, municipal,
          local or otherwise, or with persons, corporations or companies in any part of the world
          which may seem conducive to the Company's objects or any of them, and to obtain
          from any such government or authority or any such company, person or corporation any
          rights, privileges and concessions which may seem conducive to the Company's objects
          or any of them, and to carry out, exercise and comply with any such arrangements,
          rights, privileges and concessions.




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(W)       To register the Company or constitute or incorporate it as an anonymous or other
          society or to procure it to be recognised in any foreign country or place.

(X)       To raise or borrow money, and to secure the payment of any such moneys and interest
          thereon, or the carrying out, fulfilment or discharge of any contracts, engagements,
          obligations or liabilities of the Company of any kind whatsoever (including guarantees
          for the discharge of any contracts or engagements of any third party) in such manner
          and on such terms as may seem expedient, and for such purposes or any of them, or any
          other purpose to issue debentures or debenture stock, whether perpetual or otherwise,
          and charged or not charged upon the whole or any part of the undertaking, property and
          rights of the Company both present and future including its uncalled capital, and to
          redeem or contract to redeem any such debentures or debenture stock or other security
          or obligation of the Company either at a premium or otherwise.

(Y)       To draw, make, accept, indorse, discount, execute and issue bills of exchange,
          promissory notes, debentures, bills of lading, charter parties, warrants, policies and
          other negotiable or transferable instruments or securities, and to buy, sell or otherwise
          deal in the same.

(Z)       To remunerate (by cash or other assets or by the allotment of fully or partly paid shares
          or in any other manner) any persons, firms, associations or companies for services
          rendered or to be rendered in acting as trustees for debenture holders or debenture stock
          holders of the Company, or for subscribing or agreeing to subscribe whether absolutely
          or conditionally, or for procuring or agreeing to procure subscriptions whether absolute
          or conditional for any shares, debentures, debenture stock or other securities of the
          Company, or of any company promoted by this Company or for services rendered in or
          about the formation or promotion of the Company or any company promoted by this
          Company, or in introducing any property or business to the Company or in or about the
          conduct of the business of this Company or for guaranteeing payment of such
          debentures, debenture stock or other securities, and any interest thereon.

(AA) To distribute any of the property of the Company among the members in specie and
     either by way of dividends or upon any return of capital.

(BB)      To pay out of the funds of the Company all costs, charges and expenses preliminary and
          incidental to the promotion, formation, establishment, registration and advertising of the
          Company and the issue of its capital.




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4
    (CC) To set up, establish, support and maintain profit sharing or share purchase schemes for
         the benefit of employees of the Company or of its subsidiary undertakings or associated
         companies and (without prejudice to the generality of the foregoing), to establish or
         maintain or contribute to any scheme for or in relation to the purchase of, or
         subscription for, any fully or partly paid shares in the capital of the Company or its
         holding company to be held by or for the benefit of employees (including any director
         in salaried employment) of the Company or (so far as for the time being permitted by
         law) any of the Company's subsidiary undertakings and associated companies and to
         lend money (so far as aforesaid) to any such employees to enable them to acquire shares
         of the Company or its holding company and to formulate and carry into effect any
         scheme for sharing profits with any such employees.

(DD) To insure the life of any person or to insure against any accident to any person who
     may, in the opinion of the directors, be of value to the Company as having or holding
     for the Company interests, goodwill or influence or other assets and to pay the
     premiums on such insurance.

(EE)      To purchase and maintain insurance for or for the benefit of any persons who are or
          were at any time directors, officers, employees or auditors of the Company, or of any
          other company which is its holding company or in which the Company or such holding
          company has any interest whether direct or indirect or which is in any way allied to or
          associated with the Company, or of any subsidiary undertaking of the Company or of
          any such other company, or who are or were at any time trustees of any pension fund in
          which any employees of the Company or of any other such other company or subsidiary
          undertaking are interested including (without prejudice to the generality of the
          foregoing) insurance against any liability incurred by such persons in respect of any act
          or omission in the actual or purported execution and/or discharge of their duties and/or
          in the exercise or purported exercise of their powers and/or otherwise in relation to their
          duties, powers or offices in relation to the Company or any such other company,
          subsidiary undertaking or pension fund, and to such extent as may be permitted by law
          otherwise to indemnify or to exempt any such person against or from any such liability.

(FF)      To the extent permitted by law, to give, whether directly or indirectly, financial
          assistance for the purpose of the acquisition of shares of the Company or any holding
          company of the Company or for the purpose of reducing or discharging a liability
          incurred for the purpose of such an acquisition and to give such assistance by means of
          a gift, loan, guarantee, indemnity, the provision of security or otherwise.



4
            Paragraphs (CC) to (FF) inclusive inserted by Special Resolution passed on 10 March 1999.



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(GG) To do all or any of the above things in any part of the world, and either as principals,
     agents, trustees, contractors or otherwise, and either alone or in conjunction with others,
     and either by or through agents, sub-contractors, trustees or otherwise.

(HH) To do all such things as are incidental or 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 objects of the Company as specified in each of the
          foregoing paragraphs of this clause (except only if and so far as otherwise expressly
          provided in any such paragraph) shall be separate and distinct main objects, and shall
          not be in anywise 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
    5.    The share capital of the Company is £100, divided into 2,000 shares of ls. each.

          Any of the said shares for the time being unissued, and any new shares from time to
          time to be created may from time to time be issued with or have attached thereto such
          preferred, deferred or other special rights or such restrictions, whether in regard to
          dividend, return of capital, voting or otherwise as are expressed to be attached to the
          same by the Articles of Association registered herewith, or as the Company may from
          time to time by resolution determine, but so that the special rights attached to any such
          shares conferring preferred or other special rights shall not be modified or abrogated
          except with such sanction as is provided by the Articles of Association of the Company
          for the time being.


5
   Note: Since the incorporation of the Company the following changes have been made to the authorised share capital
of the Company:-
29 July 1947        – increased to £50,000 by the creation of 998,000 shares of 1s each.
14 December 1959 – increased to £100,000 by the creation of 1,000,000 shares of 1s each.
10 December 1963 – increased to £200,000 by the creation of 2,000,000 shares of 1s each.
10 December 1970 – increased to £300,000 by the creation of 2,000,000 shares of 5p each.
16 May 1978         – increased to £1,000,000 by the creation of 14,000,000 shares of 5p each.
16 October 1989 – increased to £4,000,000 by the creation of 60,000,000 shares of 5p each.
31 May 1990         – increased to £6,500,000 by the creation of 50,000,000 shares of 5p each.
24 August 1990      – increased to £11,500,000 by the creation of 100,000,000 shares of 5p each.
30 September 1991 – increased to £22,000,000 by the creation of 210,000,000 shares of 5p each.
17 January 1995 – decreased to £16,796,589.15 by cancellation of 104,068,217 shares of 5p each. Each 5p
ordinary share sub-divided and reclassified as one ordinary share of 0.1p and one deferred share of 4.9p.
17 January 1995 – ordinary share capital increased to £930,000 by creation of 594,068,217 shares of 0.1p.
28 May 1997         – every 100 ordinary shares consolidated into 1 ordinary share of 100p.




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10 March 1999        – increased to £4,600,000 by the creation of 36,700,000 ordinary shares of 10 pence each.



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WE, the several persons whose names and addresses are subscribed, are desirous of being
formed into a Company in pursuance of this Memorandum of Association, and we respectively
agree to take the number of shares in the capital of the Company set opposite our respective
names.

____________________________________________________________________________
                                                          Number of Shares
NAMES AND ADDRESSES OF SUBSCRIBERS                        taken by each
                                                          Subscriber
____________________________________________________________________________

G.E. Coopman                                                         ONE
Ingleborough
Park Road West
Woking
Surrey

Solicitor



P.H. Clifton                                                         ONE
54 Montpelier Road
Brighton
Sussex

Solicitor

____________________________________________________________________________

DATED this 25th day of June, 1947

Witness to the above Signatures:-

Kenneth W. Knight
94 Castleton Road
Goodmayes
Ilford
Essex

Solicitor's Clerk


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THE COMPANIES ACTS 1985 and 1989



PUBLIC COMPANY LIMITED BY SHARES



  MEMORANDUM OF ASSOCIATION

                - of -

      WATER HALL GROUP plc

     (Company Number : 438328)




                 Α
      Travers Smith Braithwaite

				
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