Company History
Signet Group plc was incorporated in England and Wales on January 27, 1950 under the name Ratners (Jewellers) Limited. The name of the company was changed on December 10, 1981 to Ratners (Jewellers) Public Limited Company, on February 9, 1987 to Ratners Group plc, and on September 10, 1993 to Signet Group plc. On September 11, 2008, Signet Group plc became a wholly-owned subsidiary of Signet Jewelers Limited, a new company incorporated in Bermuda under the Companies Act 1981 of Bermuda, following the completion of a scheme of arrangement approved by the High Court of Justice in England and Wales under the UK Companies Act 2006. Shareholders of Signet Group plc became shareholders of Signet Jewelers Limited, owning 100% of that company. Signet Jewelers Limited is governed by the laws of Bermuda.
Signet expanded rapidly by acquisition during the period 1984 to 1990. It first entered the US market in 1987 by acquiring Sterling Inc., a company based in Akron, Ohio. Kay Jewelers, Inc. was acquired in 1990. Since 1990 the only corporate acquisition made by Signet was that of Marks & Morgan Jewelers Inc. in 2000.
Signet listed on the London Stock Exchange (“LSE”) in 1968. In 1988, American Depositary Shares (“ADSs”) of Signet began trading on NASDAQ and in November 2004 the listing for the ADSs was moved to the New York Stock Exchange (“NYSE”). On September 11, 2008, as part of the scheme of arrangement discussed above, each Signet Group plc share was consolidated on a 1-for-20 basis, and each ADS on a 1-for-2 basis. On the same date Signet Jewelers Limited’s shares were listed on the NYSE and a secondary listing was obtained on the Official List of the United Kingdom Listing Authority (from April 2010, following implementation of the FSA’s review of the UK listing regime, all secondary listings, including the Company’s, will be relabeled as standard listings).
The Company’s Memorandum of Association was adopted on June 24, 2008, and Bye-laws were adopted on September 2, 2008. The Company’s registered number is 42069, and its registered office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, telephone number (441) 296-5872. The Company’s agent is Conyers Dill & Pearman, Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
Significant events that have occurred in the last five years are detailed below:
Date | Event |
| Jan 29, 2011 | Terry Burman retires as Chief Executive Officer. |
| Nov 26, 2010 | Signet prepaid the remaining $229.1 million private placement notes outstanding. |
| Sep 29, 2010 | Michael Barnes appointed as Chief Executive Officer with effect from January 30, 2011. |
| Jun 25, 2010 | Walker Boyd retires as Group Finance Director. |
| Apr 13, 2010 | Ronald Ristau appointed as Chief Financial Officer with effect from June 26, 2010. |
Mar 9, 2010 | Signet made a $50.9 million prepayment at par to its private placement note holders in accordance with its note purchase agreement as amended on March 18, 2009. Following this prepayment, there are $229.1 million of notes outstanding. |
| Sep 2, 2009 | Group Finance Director, Walker Boyd, announced his intention to retire after the AGM to be held in June 2010. |
| Mar 16, 2009 | Amendment agreements to the revolving credit facility agreement and note purchase agreement became effective. Among other things, these agreements made the fixed charge cover covenant more lenient, reduced the amount available under the revolving credit facility by $150 million to $370 million, resulted in a $100 million prepayment at par of notes on March 18, 2009, increased interest rates and restricts distributions to shareholders. |
Nov 13, 2008 | Terry Burman, Chief Executive Officer, announced his intention to retire on January 29, 2011. |
Oct 24, 2008 | Signet entered into a 364 day $100 million asset backed variable funding note conduit securitization facility for general corporate purposes, replacing the $200 million conduit entered into on October 26, 2007. |
Sept 11, 2008 | The Scheme of Arrangement became effective. The parent company became Signet Jewelers Limited and the primary listing of shares moved to the NYSE, with a simultaneous secondary listing of shares on the Official List of the United Kingdom Listing Authority. Immediately after the Scheme of Arrangement became effective, a share consolidation on a 1-for-20 basis was implemented. For American Depositary Shareholders the consolidation was on a 1-for-2 basis. |
Aug 19, 2008 | Shareholders approved proposals to facilitate move of primary listing to the NYSE. |
Jun 26, 2008 | Signet entered into a $520 million unsecured multi-currency five year revolving credit facility agreement, which replaced the existing $390 million facility entered into in September 2004. |
Oct 26, 2007 | The Group entered into a 364 day $200 million asset backed variable funding note conduit securitization facility for general corporate purposes. |
Feb 5, 2007 | The Group redenominated its share capital in US dollars. The nominal value of an ordinary share changed from 0.5 pence to 0.9 cents per share. |
Jul 17, 2006 | The Group announced that it had commenced a buyback of up to £50 million of its ordinary shares. |
Mar 30, 2006 | The Group entered into a $380 million US private placement note purchase agreement, which funded on May 23, 2006, to refinance the maturing securitization program and for general corporate purposes. |