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EX-3.2 2 tm2432191d12_ex3-2.htm EXHIBIT 3.2 Ranger Bermuda Topco Ltd - Memorandum of Association of Bermuda NewCo

 

Exhibit 3.2

 

Memorandum of Association
The Companies Act 1981
Section 7(1) and (2)

 

Ranger Bermuda Topco Ltd (202404397)

 

Filing Date 27-Dec-2024 11:25:13
   
General details
   
Type of company Exempted
   
Company Name Ranger Bermuda Topco Ltd
   
Entity type Company Limited By Shares
   
Objects and provisions  
   
The objects for which the Company is formed and incorporated are unrestricted only Yes
   
Provisions regarding the powers of the Company The following are provisions regarding the powers of the 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.
   
Subscribers  
   
Subscriber 1  
   
Entity Name Appleby Global Corporate Services (Bermuda) Ltd

 

 

 

 

Registration Number 54126
   
Has Bermudian status Yes
   
Number of shares 1
   
Shareholdings  
   
Currency USD - United States Dollar
   
Authorised share capital 10.00
   
Declarations  
   
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. Yes
   

The subscribers listed in this application respectively agreed to take such number of shares of the Company as may be allotted to them respectively by the provisional directors of the Company, not exceeding the number of shares for which they have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to them respectively.

 

Yes

 

 

 

 

Submitted By APPLEBY GLOBAL CORPORATE SERVICES (BERMUDA) LTD
  BETHANY SHAW
  BERMUDA, CANON'S COURT, 22 VICTORIA ST., HAMILTON, PEMBROKE, HM 12
   
Public filing document Ranger_Bermuda_Topco_Ltd_-_details_of_classes_of_shares.pdf

 

 

 

 

  Registration No.
  202404397

 

GOVERNMENT OF BERMUDA

Registrar of Companies

 

The Companies Act 1981

 

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

 

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of

Ranger Bermuda Topco Ltd

 

was delivered to the Registrar of Companies on the 10th day of March 2025 in accordance with section 45(3) of the Companies Act 1981 (the "Act").

 

/s/ Kenneth Joaquin

Kenneth Joaquin 

Registrar of Companies

11th day of March 2025

 

 

 

 

Memorandum of Increase of Share Capital

The Companies Act 1981

Ranger Bermuda Topco Ltd (202404397)

 

Filing Date11-Mar-2025 10:18:18
  
Shareholdings  
  Changed
Currency USD - United States Dollar
   
Authorised share capital  10.00
   
Increased by 8,499,990.00
   
Authorised share captial as increased 8,500,000.00

 

Submitted By

APPLEBY GLOBAL CORPORATE SERVICES (BERMUDA) LTD

JILL MARA CROFTON

BERMUDA, CANON'S COURT, 22 VICTORIA ST., HAMILTON,
PEMBROKE, HM 12

 

 

 

 

Registration No. 

202404397

 

GOVERNMENT OF BERMUDA

Registrar of Companies

 

The Companies Act 1981

 

CERTIFICATE OF DIMINUTION OF AUTHORISED BUT

UNISSUED SHARE CAPITAL

 

THIS IS TO CERTIFY that a Diminution of Authorised but Unissued Share Capital of

 

Ranger Bermuda Topco Ltd

 

was delivered to the Registrar of Companies on the 24th day of March 2025 in accordance with section 45(1)(a)(iii) of the Companies Act 1981 (the "Act").

  

 [Name]
 Registrar of Companies
 [·] day of [·] 2025

 

 

 

 

Memorandum of Diminution of Authorised but Unissued Share Capital

The Companies Act 1981

Ranger Bermuda Topco Ltd (202404397)

 

Filing Date [Day]-[Month]-2025 [Time of Filing]
   
Shareholdings  
  Changed
Currency USD – United States Dollar
   
Cancellation amount 8,075,000
   
Authorised share capital after cancellation 425,000
   
Issued share capital 1000
   
Share premium account 0

  

Submitted By APPLEBY GLOBAL CORPORATE SERVICES (BERMUDA) LTD
  [NAME]
  BERMUDA, CANON’S COURT, 22 VICTORIA ST., HAMILTON,
PEMBROKE, HM 12