- Expected TimeTable of Principal Events
- Risk Factors
- Questions & Answers About the Proposal
- Part I: Letter from the Chairman of Signet
- Part II: Explanatory Statement
- Part III: Changes in the Rights of Signet Shareholders and Legal Consequences
- Part IV: Conditions to the Implementation of the Scheme
- Part V: Scheme of Arrangement
- Part VI: Important Information for Shareholders
- Part VII: Additional Information
- Part VIII: Definitions
- Part IX: Notice of Court Meeting
- Part X: Notice of General Meeting
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for the implementation of the Proposal.
| Event | Time and/or date |
|---|---|
| ADS Record Date | Close of business in New York on 17 July 2008 |
| Latest time for lodging ADS Voting Instruction Cards | 3.00 p.m. (New York time)(1) on 13 August 2008 |
| Latest time for lodging blue forms of proxy for the Court Meeting | 11.30 a.m. on 17 August 2008(2) |
| Latest time for lodging white forms of proxy for the Scheme GM | 11.45 a.m. on 17 August 2008(3) |
| Voting Record Time for the Court Meeting and the Scheme GM | 6.00 p.m. on 17 August 2008(4) |
| Court Meeting | 11.30 a.m. on 19 August 2008 |
| Scheme GM | 11.45 a.m. on 19 August 2008(5) |
| The following dates are subject to change (please see note (6) below) |
|
| First Court Hearing to sanction the Scheme | 8 September 2008(6) |
| Reduction Record Time | 6.00 p.m. on 9 September 2008(6) |
| Second Court Hearing to confirm the Capital Reduction | 10 September 2008(6) |
| Scheme Record Time | 5.00 p.m. on 10 September 2008(6) |
| Effective Date of the Scheme | 11 September 2008(6) |
| Effective time for the Share Capital Consolidation | Immediately after the Scheme becomes effective on 11 September 2008(6) |
| Cancellation of listing of Signet Shares on the Official List and commencement of trading on the LSE in Signet Jewelers Limited Shares | 8.00 a.m. on 11 September 2008(6) |
| Cancellation of quotation of Signet ADSs on the NYSE and commencement of trading on the NYSE in Signet Jewelers Limited Shares | 2.30 p.m. (9.30 a.m. New York time) on 11 September 2008(6) |
| Crediting of Depositary Interests to CREST accounts in respect of Scheme Shareholders who: (i) hold Signet Shares in uncertificated form at the Scheme Record Time; and (ii) currently hold Signet Shares in certificated form but who complete and execute a CREST Transfer Form and return it to their broker in good time in order to allow the shares to be dematerialised in accordance with Euroclear UK’s procedures | On or about 11 September 2008(6) |
| Despatch of share certificates in respect of Signet Jewelers Limited Shares to Scheme Shareholders who currently hold Signet Shares incertificated form and who do not complete and execute a CREST Transfer Form and return it to their broker in good time in order to allow the shares to be dematerialised in accordance with Euroclear UK’s procedures | By 25 September 2008(6) |
Notes:
(1) References to time in this document are to London time, unless otherwise stated.
(2) It is requested that forms of proxy for the Court Meeting be lodged at least 48 hours prior to the appointed time for the Court Meeting, although forms of proxy not so lodged may be handed to the chairman of the Court Meeting before the start of the Court Meeting.
(3) Forms of proxy for the Scheme GM must be lodged at least 48 hours prior to the Scheme GM. Forms of proxy for the Scheme GM not lodged by this time will be invalid.
(4) If either the Court Meeting or the Scheme GM is adjourned, the Voting Record Time for the adjourned Shareholder Meeting will be 6.00 p.m. on the date two days before the date set out for the adjourned Shareholder Meeting.
(5) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(6) These dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction as well as the date on which the Court Orders are delivered to the Registrar and the Reduction Court Order is registered by the Registrar.
All Signet Shareholders will find enclosed with this document:
- a BLUE form of proxy for use in connection with the Court Meeting; and
- a WHITE form of proxy for use in connection with the Scheme GM.
All Signet ADS holders will find enclosed with this document:
- an ADS Voting Instruction Card; and
- a postage paid return envelope.
Signet Shareholders who have any questions about this document, the Court Meeting or the Scheme GM, or are in any doubt as to how to complete the forms of proxy for the Shareholder Meetings, should call Signet’s registrar, Capita Registrars on 0871 664 0440 or, if telephoning from outside the UK, on +44 20 8639 3443. Calls to the Capita Registrars’ 0871 664 0440 number are charged at 10 pence per minute (including VAT) plus any of your service provider’s network extras. Calls to the Capita Registrars’ +44 20 8639 3443 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.
Deutsche Bank Trust Company Americas as ADS Depositary is providing a telephone helpline to answer questions which Signet ADS holders may have prior to deciding what action to take. The toll free number for callers dialling from within the US is (866) 249-2593 and for callers dialling from outside the US the toll collect number is +1 (718) 921-8137.
Helpline operators cannot provide financial, taxation or legal advice or advice on the merits of the Proposal.
Helplines are open Monday to Friday during normal business hours.
LEGAL NOTICES
Nothing contained in this document shall constitute an offer to sell, or a solicitation of any offer to purchase or subscribe for, any shares in Signet or Signet Jewelers Limited, nor shall it form the basis of, or be relied upon in connection with, any contract for such purchase or subscription.
The issuance of Signet Jewelers Limited Shares pursuant to the Scheme will not be registered under the Securities Act and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. In reliance on the pre-emption attached to NYSE listing, the issuance of Signet Jewelers Limited Shares will not be registered under the securities laws of any state or jurisdiction of the United States.
All statements in this document, other than statements of historical fact, are or may be deemed to be forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements, based upon management’s beliefs as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, our results of operation, financial condition, liquidity, prospects, growth, strategies and the industry in which the Signet Group operates. The use of the words “expects,” “intends,” “anticipates,” “estimates,” “may,” “forecast,” “objective,” “plan,” or “target,” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties.
Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include: (1) adverse trends in the general economy which may impact negatively on discretionary consumer spending, including unemployment levels, consumers’ disposable income, consumer confidence, business conditions, interest rates, consumer debt levels, availability of credit and levels of taxation; (2) the ability to recruit, train and retain staff, including senior management; (3) short term variations in consumers’ preferences for jewellery compared to other product categories, the Signet Group’s ability to anticipate consumer preferences and the merchandising, inventory and pricing policies it follows, particularly if there are any significant changes such as those implemented by the US division in early 2008/09; (4) the reputation of the Signet Group and its trading names, together with the success of the Signet Group’s marketing and promotional programmes; (5) long term changes in consumer attitudes to diamonds, gold and other precious metals and gemstones; (6) changes to the locations in which consumers choose to shop, the extent and results of the Signet Group’s net store expansion and refurbishment strategy together with the availability of suitable real estate; (7) the level of competition in the selling of jewellery and the development of new distribution channels in competition with the Signet Group; (8) the level of dependence on particular suppliers of merchandise; (9) fluctuations in the supply, price and availability of diamonds, gold and other precious metals and gemstones, particularly if such movements are extreme and volatile as has been the recent case with precious metals; (10) the seasonality of the Signet Group’s business, the risk of disruption during the Christmas trading period, and the availability of inventory during the three months leading up to the Christmas trading period; (11) social, ethical and environmental risks; (12) the suitability and reliability of the Signet Group’s internal control systems and procedures, including its accounting and information technology systems necessary for compliance with the Sarbanes-Oxley Act of 2002, as well as operational systems such as warehousing, distribution and e-commerce; (13) regulatory requirements, particularly with regard to the in-house credit operation in the US; (14) legal actions; (15) revisions to, and new interpretations of, GAAP, the accounting policies adopted by, and the tax assumptions made by the Signet Group; (16) listing and domicile; (17) acquisitions; (18) pensions regulations, actuarial assumptions including longevity, pension valuation and investment returns; (19) the cost and availability of borrowings and equity capital which have changed markedly during the last 12 months; (20) financial market risks, including fluctuations in exchange rates between the pound sterling and the US dollar which may affect reported revenues, costs, the value of the Signet Group’s consolidated borrowings, and the cost of capital; and (21) the loss of one or more key executive officers or employees.
All forward-looking statements should be read, in particular, in the context of the risk and other factors described in this section. Signet Shareholders and Signet ADS holders are cautioned not to place undue weight on these forward-looking statements. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realised. The Signet Group undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law. More detailed information about these and other risk factors is set forth in the section headed “Risk factors” set out in this document and in filings and submissions made by Signet with the SEC including but not limited to Signet’s annual report and accounts for the year ended 2 February 2008 which is available from Signet’s website at www.signetgroupplc.com or can be viewed at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS from the date of this document until the Effective Date.