- Expected TimeTable of Principal Events
- Risk Factors
- Questions & Answers About the Proposal
- Part I: Letter from the Chairman of Signet
- Part II: Explanatory Statement
- Introduction
- Summary of the terms of the Proposal
- Structure of the Scheme
- Shareholder Meetings
- Share Capital Consolidation
- The Signet Directors and the effect of the Scheme on their interests
- The Panel and the Takeover Code
- Listings, dealings, settlement and CREST and Depositary Interests
- Dividends and dividend policy
- Treatment of Signet ADSs
- UK/US shareholder taxation
- Non UK/US Signet Shareholders
- Signet Share Plans
- Adoption of New Signet Jewelers Limited Share Plans
- Action to be taken
- Further information
- 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
15Action to be taken
Implementation of the Scheme will require the approval of Scheme Shareholders at the Court Meeting which has been convened by order of the Court and which is to be held at Café Royal, 68 Regent Street, London W1B 5EL at 11.30 a.m. on 19 August 2008. The Scheme will also require the approval of Signet Shareholders at the Scheme GM to be held at Café Royal, 68 Regent Street, London W1B 5EL at 11.45 a.m. on the same day (or as soon thereafter as the Court Meeting shall have concluded or been adjourned). If the Scheme becomes effective, it will be binding on all Scheme Shareholders, including any Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme.
Signet Shareholders will find enclosed different coloured forms of proxy to be used in connection with the Court Meeting and the Scheme GM (as detailed of this document under the heading "Enclosures").Whether or not Signet Shareholders intend to attend these meetings, they are requested to complete and sign each form of proxy enclosed with this document and return them in accordance with the instructions printed thereon to Capita Registrars (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive as soon as possible and in any event at least 48 hours prior to the relevant meeting. If the BLUE forms of proxy relating to the Court Meeting are not lodged by then, they may be handed to the chairman of the Court Meeting before the start of that meeting. However, in the case of the Scheme GM, unless the WHITE form of proxy is lodged so as to be received by the time mentioned in the instructions on that form of proxy, it will be invalid.
The completion and return of the BLUE form of proxy for the Court Meeting will not preclude Signet Shareholders from attending the Court Meeting and voting in person, if they so wish. The completion and return of the WHITE form of proxy will not preclude Signet Shareholders from attending the Scheme GM and voting in person, if they so wish.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Signet Shareholder opinion. You are therefore strongly urged to sign and return both forms of proxy as soon as possible.
Signet ADS holders should read paragraph 10 of this Part II, which contains further important information which is relevant to them. Signet ADS holders are strongly urged to sign and return the ADS Voting Instruction Card as soon as possible.
Participants in Signet Share Plans should read paragraphs 13 and 14 of this Part II, which contains further important information which is relevant to them.
If you are in any doubt as to the action to be taken, please contact one of the helplines shown below.
For callers dialling from within the UK, the helpline number is 0871 664 0440.
For callers dialling from outside the UK, the helpline number is +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. Capita Registrars cannot provide advice on the merits of the Proposal nor give any financial, legal or tax advice.
For callers dialling from within the US, the toll free helpline number is (866) 249-2593.
For callers dialling from outside the US, the toll collect helpline number is + 1 (718) 921-8137.