As filed with the Securities and Exchange Commission on September 11, 2008
Registration No. 333-12304
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST–EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
| Bermuda | N/A | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
Clarendon House, 2 Church Street
Hamilton HM11, Bermuda
(441) 295-1422
(Address of principal executive offices and zip code)
SIGNET GROUP PLC 2000 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Terry Burman
Chairman
Sterling Inc.
375 Ghent Road
Akron, Ohio 44313
(330) 668-5000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
|
Mark Jenkins Group Company Secretary Signet Group plc 15 Golden Square London W1F 9JG United Kingdom |
Michael Brady Partner Weil, Gotshal & Manges LLP One South Place London EC2M 2WG United Kingdom |
Jeffrey J. Weinberg Partner Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York, 10153 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
EXPLANATORY NOTE
On September 11, 2008, Signet Group plc (the “ Predecessor Registrant ”) completed a reorganization (the “ Reorganization ”) of its corporate structure through a scheme of arrangement (the “ Scheme ”) pursuant to Part 26 of the Companies Act 2006 of England and Wales, resulting in the formation of a new holding parent company, Signet Jewelers Limited (the “ Registrant ”). Pursuant to the Scheme, the existing ordinary shares of $0.009 each of the Predecessor Registrant were cancelled, the Predecessor Registrant issued new ordinary shares to the Registrant, thus becoming a wholly owned subsidiary of the Registrant, and the Registrant issued to the Predecessor Registrant’s former shareholders one new common share of $0.009 each in the capital of the Registrant in exchange for each cancelled ordinary share. Immediately upon the Scheme becoming effective, the Registrant implemented a share capital consolidation (also known as a reverse stock split) on a one-for-twenty basis, in respect of the common shares issued under the Scheme (the “ Share Capital Consolidation ”). The combined effect of the Scheme and the Share Capital Consolidation was that holders of ordinary shares of the Predecessor Registrant received one common share of $0.18 each in the capital of the Registrant (a “ Common Share ”) for every twenty ordinary shares held on the business day immediately prior to the date the Scheme became effective.
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-12304) filed with the Securities and Exchange Commission (the “ Commission ”) on July 17, 2000 by the Predecessor Registrant (as amended, the “ Registration Statement ”), relating to the Signet Group plc 2000 Long-Term Incentive Plan (the “ Plan ”), is being filed by the Registrant pursuant to Rule 414 under the Securities Act of 1933, as amended (the “ Securities Act ”), as the successor issuer to the Predecessor Registrant following the Reorganization. Holders of options granted under the Plan were offered the opportunity to exercise their existing options or replace their options with options over Common Shares of equivalent value and on identical terms (but ignoring any fractional entitlements arising from the adjustment to reflect the Share Capital Consolidation).
In accordance with Rule 414(d) under the Securities Act, the Registrant, as successor to the Predecessor Registrant, hereby expressly adopts the Registration Statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified under Rule 428(b)(1) under the Securities Act. These documents are not required to be, and are not being, filed by the Registrant with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been previously filed by the Registrant or by the Predecessor Registrant with the Commission pursuant to the Exchange Act, are incorporated by reference into this Post-Effective Amendment No. 1 to the Registration Statement:
(1) The Predecessor Registrant’s Annual Report on Form 20-F for the year ended February 2, 2008, filed with the Commission on May 9, 2008.
(2) All reports filed by the Registrant or by the Predecessor Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since February 2, 2008.
(3) The description of the Registrant’s Common Shares contained in the Registrant’s Form 8-A filed with the Commission on September 11, 2008, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any Form 6-K submitted during such period (or portions thereof) that are identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the date of filing or submission (as applicable) of such documents.
Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any modified or superseded statement shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
3
| Item 6. | Indemnification of Directors and Officers. |
The Companies Act 1981 of Bermuda, as amended (the “ Bermuda Companies Act ”) imposes various duties on officers of a company with respect to certain matters of management and administration of such company. The Bermuda Companies Act provides that in any proceedings for negligence, default, breach of duty or breach of trust against any officer, if it appears to a court that such officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, such court may relieve him, either wholly or partly, from any liability on such terms as such court may think fit. This provision has been interpreted to apply only to actions brought by or on behalf of a company against such officers. The Signet Jewelers Limited Bye-laws (the “ Bye-laws ”), however, provide that each of the Registrant’s present and future shareholders waive all claims or rights of action that such shareholder might have, individually or in the right of the Registrant, against any of the directors or officers for any act or failure to act in the performance of the duties of such director or officer, provided that this waiver does not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.
The Bye-laws provide that none of the Registrant’s officers, directors or employees will be personally liable to the Registrant or its shareholders for any action or failure to act to the fullest extent permitted by law.
Under the Bermuda Companies Act a company may in its Bye-laws indemnify any director or officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the company or any subsidiary thereof, except in relation to any fraud or dishonesty of which he may be guilty in relation to the company.
The Bye-laws provide that the directors and officers for the time being acting in relation to any of the affairs of the Registrant, or of its subsidiaries, will be indemnified out of the assets of the Registrant from and against all actions, costs, charges, liabilities, losses, damages and expenses which they or any of them may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of the Registrant’s business and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Registrant may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Registrant may be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their duties, or in relation thereto, provided that such indemnity will not extend to any matter in respect of any fraud or dishonesty which may attach to any of the directors or officers.
The Bermuda Companies Act enables companies to purchase and maintain, and the Bye-laws permit the Registrant to purchase and maintain, insurance for directors and officers against any liability incurred by them in their capacities as such arising from negligence, default, breach of duty or breach of trust against the Registrant or any subsidiary thereof.
The Bye-laws provide that the Registrant may advance moneys to a director or officer for the costs, charges and expenses incurred by the director or officer in defending any civil or criminal proceedings against him, on condition that the director or officer shall repay the advance if any allegation of fraud or dishonesty is proved against him.
| Item 7. | Exemption From Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
A list of exhibits included as part of this Post Effective Amendment No. 1 is set forth in the Exhibit Index to this Post Effective Amendment No. 1 to the Registration Statement.
4
| Item 9. | Undertakings |
The undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on this 11th day of September 2008.
| SIGNET JEWELERS LIMITED | ||
| By: |
/s/ Walker Boyd |
|
| Name: | Walker Boyd | |
| Title: | Group Finance Director | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
|
Signature |
Title |
Date |
||
|
* |
Group Chief Executive and Director (principal executive officer) | September 11, 2008 | ||
| Terry Burman | ||||
|
/s/ Walker Boyd |
Group Finance Director and Director (principal financial officer and principal accounting officer) | September 11, 2008 | ||
| Walker Boyd | ||||
|
* |
Chairman of the Board of Directors | September 11, 2008 | ||
| Sir Malcolm Williamson | ||||
|
* |
US Chief Executive and Director | September 11, 2008 | ||
| Mark Light | ||||
|
* |
Director | September 11, 2008 | ||
| Robert Blanchard | ||||
|
* |
Director | September 11, 2008 | ||
| Dale W. Hilpert | ||||
|
* |
Director | September 11, 2008 | ||
| Russell Walls | ||||
A Majority of the Board of Directors
| *By: |
/s/ Walker Boyd |
|
| Walker Boyd | ||
| Attorney-in-Fact |
6
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Signet Jewelers Limited in the United States, on this 11th day of September 2008.
| By: |
* |
|
| Terry Burman | ||
| Sterling Jewelers Inc. | ||
| Chairman | ||
| *By: |
/s/ Walker Boyd |
|
| Walker Boyd | ||
| Attorney-in-Fact | ||
7
EXHIBIT INDEX
|
Exhibit Number |
Description of Exhibit |
|
| 4.1 | Memorandum of Association of Signet Limited and Certificate of Incorporation on Change of Name to Signet Jewelers Limited (incorporated by reference to Exhibit 3.1 from Form 8-A filed by Signet Jewelers Limited on September 11, 2008) | |
| 4.2 | Bye-laws of Signet Jewelers Limited (incorporated by reference to Exhibit 3.2 from Form 8-A filed by Signet Jewelers Limited on September 11, 2008) | |
| *5.1 | Opinion of Conyers Dill & Pearman | |
| *23.1 | Consent of KPMG Audit Plc | |
| *23.2 | Consent of Conyers Dill & Pearman (included in Exhibit 5.1) | |
| *24.1 | Power of Attorney | |
| *99.1 | Signet Group plc 2000 Long-Term Incentive Plan | |
| * | Filed herewith. |
8
Exhibit 5.1
11 September 2008
|
Signet Jewelers Limited Clarendon House 2 Church Street Hamilton HM11 Bermuda |
DIRECT LINE: | +44 207 562 0348 | ||
| E-MAIL: | ANTHONY.SMITH@CONYERSDILLANDPEARMAN.COM | |||
| OUR REF: | .AHS/692017/41531 | |||
| YOUR REF: |
Dear Sirs
Signet Jewelers Limited (the “ Company ”)
We have acted as special legal counsel in Bermuda to the Company, a company incorporated under the laws of Bermuda and the successor issuer to Signet Group plc pursuant to a scheme of arrangement (the “ Scheme ”) under Part 26 of the Companies Act 2006 of England and Wales that became effective on 11 September 2008, in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration Number 333-12304) to be filed by the Company with the Securities and Exchange Commission on 11 September 2008 (the “ Post-Effective Amendment ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to an aggregate of up to 843,000 common shares, par value US$0.18 per share of the Company (the “ Common Shares ”) (discussed below) issuable pursuant to options granted under the Signet Group plc 2000 Long-Term Incentive Plan (the “ Plan ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), pursuant to Rule 414 under the United States Securities Act of 1933, as amended (the “ Securities Act ”), to reflect that the Company succeeded to the Registration Statement.
Immediately upon the Scheme becoming effective, the Company implemented a share capital consolidation (also known as a reverse stock split) on a one-for-twenty basis, in respect of the Common Shares issued under the Scheme (the “ Share Capital Consolidation ”). The aggregate number of Common Shares issuable pursuant to the Plan is derived from the aggregate number of ordinary shares, par value US$0.009 per share of Signet Group plc, issuable pursuant to the Plan prior to the Scheme becoming effective, divided by twenty to reflect the Share Capital Consolidation.
For the purposes of giving this opinion, we have examined copies of the Post-Effective Amendment and the Plan. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 11 September 2008, copies of minutes of meetings of the board of directors of the Company held on 9 July 2008 and 2 September 2008 (together the “ Minutes ”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Post-Effective Amendment, the Plan and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) the validity and binding effect under the laws of England of the Plan in accordance with its terms, (g) that there is no provision of any award agreement or option which would have any implication in relation to the opinions expressed herein, (h) that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (i) that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares, (j) that on the date of issuance of any award or option under a Plan, the Company will be able to pay its liabilities as they become due, (k) that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981 of Bermuda, as amended, and (l) that the general permissions with respect to the issuance and free transferability of shares granted by the Bermuda Monetary Authority on 1 June 2005 will not have been revoked or amended at the time of issuance of any Common Shares.
We express no opinion with respect to the issuance of shares pursuant to any provision of a Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Post-Effective Amendment and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.
On the basis of, and subject to, the foregoing, we are of the opinion that:
| 1. | The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). |
| 2. | When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Common Shares). |
-2-
We consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations promulgated thereunder.
Yours faithfully,
| /s/ Conyers Dill & Pearman |
| CONYERS DILL & PEARMAN |
-3-
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-12304) of Signet Jewelers Limited (successor registrant to Signet Group plc) of our reports dated April 9, 2008, with respect to the consolidated balance sheets of Signet Group plc and subsidiaries as of February 2, 2008 and February 3, 2007, and the related consolidated income statements, consolidated statements of recognised income and expense and consolidated statements of cash flows for the 52 weeks ended February 2, 2008, the 53 weeks ended February 3, 2007 and the 52 weeks ended January 28, 2006, and the effectiveness of internal control over financial reporting as of February 2, 2008, which appear in the Signet Group plc Annual Report on Form 20-F for the 52 weeks ended February 2, 2008.
| /s/ KPMG Audit Plc |
| KPMG Audit Plc |
| London, United Kingdom |
| September 10, 2008 |
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, on September 11, 2008, Signet Group plc (the “ Predecessor Registrant ”) completed a reorganization (the “ Reorganization ”) of its corporate structure through a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 of England and Wales, resulting in the formation of a new holding parent company, Signet Jewelers Limited, a Bermuda company (the “ Company ”);
WHEREAS, the Company proposes to file with the Securities and Exchange Commission (the “ Commission ”), under the provisions of the US Securities Act of 1933, as amended (the “ Securities Act ”), (i) a post-effective amendment to the registration statement on Form S-8 (No. 333-134192) filed by the Predecessor Registrant with the Commission on May 17, 2006; (ii) a post-effective amendment to the registration statement on Form S-8 (No. 333-12304) filed by the Predecessor Registrant with the Commission on July 17, 2000; (iii) a post-effective amendment to the registration statement on Form S-8 (No. 333-9634) filed by the Predecessor Registrant with the Commission on November 13, 1998; and (iv) a post-effective amendment to the registration statement on Form S-8 (No. 333-8964) filed by the Predecessor Registrant with the Commission on June 17, 1998, (collectively, the “ Existing Registration Statements ”) pursuant to Rule 414 of the Securities Act, as the successor issuer to the Predecessor Registrant following the Reorganization, to adopt each of the Existing Registration Statements as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934;
WHEREAS, the Company proposes to file with the Commission, under the provisions of the Securities Act, a registration statement on Form S-8 (the “ New Registration Statement ”) to register the following plans:
| • |
Signet Jewelers Limited Long-Term Incentive Plan 2008; |
| • |
Signet Jewelers Limited US Employee Stock Savings Plan (and interests in the US Employee Stock Savings Plan, if registration of such interests is required); |
| • |
Signet Jewelers Limited Rules of the Sharesave Scheme (and interests in the Rules of the Sharesave Scheme, if registration of such interests is required); |
| • |
Signet Jewelers Limited Rules of the Irish Sharesave Scheme (and interests in the Rules of the Irish Sharesave Scheme, if registration of such interests is required); |
| • |
Signet Jewelers Limited US Stock Option Plan 2008; |
| • |
Signet Jewelers Limited International Share Option Plan 2008; |
| • |
Signet Jewelers Limited UK Approved Share Option Plan 2008; |
| • |
Signet Group plc Sharesave Scheme (for UK Employees) (and interests in the Sharesave Scheme (for UK Employees), if registration of such interests is required); |
| • |
Signet Group plc Sharesave Scheme (Republic of Ireland) (and interests in the Sharesave Scheme (Republic of Ireland), if registration of such interests is required); |
| • |
Signet Group plc International Share Option Plan 2003; and |
| • |
Signet Group plc UK Inland Revenue Approved Share Option Plan 2003. |
WHEREAS, each of the undersigned is a director and/or officer and/or authorized representative in the United States of the Company, as indicated by his signature;
NOW, THEREFORE, each person whose signature appears below constitutes and appoints Terry Burman and Walker Boyd, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Existing Registration Statements and the New Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
2
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated below:
|
Signature |
Title |
Date |
||
|
/s/ Terry Burman |
Group Chief Executive and Director (principal executive officer and authorized representative in the United States) | September 2, 2008 | ||
| Terry Burman | ||||
|
/s/ Walker Boyd |
Group Finance Director and Director (principal financial officer and principal accounting officer) | September 2, 2008 | ||
| Walker Boyd | ||||
|
/s/ Malcolm Williamson |
Chairman of the Board of Directors | September 2, 2008 | ||
| Sir Malcolm Williamson | ||||
|
/s/ Mark Light |
US Chief Executive and Director | September 2, 2008 | ||
| Mark Light | ||||
|
/s/ Robert Blanchard |
Director | September 2, 2008 | ||
| Robert Blanchard | ||||
|
/s/ Dale Hilpert |
Director | September 2, 2008 | ||
| Dale W. Hilpert | ||||
|
/s/ Russell Walls |
Director | September 2, 2008 | ||
| Russell Walls | ||||
3
Exhibit 99.1
RULES OF THE
SIGNET GROUP PLC
2000 LONG-TERM INCENTIVE PLAN
Adopted by the Company on 8 June 2000
Arthur Andersen
1 Surrey Street
London WC2R 2PS
TEL: 020 7438 3000
1
CONTENTS
| 1. | DEFINITIONS | 1 | ||
| 2. | GRANT OF AWARDS | 6 | ||
| 3. | NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED | 7 | ||
| 4. | THE END OF THE PERFORMANCE PERIOD | 8 | ||
| 5. | RIGHTS OF EXERCISE AND LAPSE OF AWARDS | 10 | ||
| 6. | TAKEOVER, RECONSTRUCTION AND WINDING-UP | 13 | ||
| 7. | MANNER OF EXERCISE OF SHARE AWARDS | 15 | ||
| 8. | ISSUE OR TRANSFER OF SHARES | 16 | ||
| 9. | ADJUSTMENTS | 17 | ||
| 10. | ADMINISTRATION | 17 | ||
| 11. | ALTERATIONS | 18 | ||
| 12. | LEGAL ENTITLEMENT | 19 | ||
| 13. | GENERAL | 20 | ||
2
RULES OF THE SIGNET GROUP PLC
2000 LONG - TERM INCENTIVE PLAN
| 1. | DEFINITIONS |
| 1.1 | In this Plan, the following words and expressions shall have, where the context so admits, the meanings set forth below: |
| “Annual Remuneration” | The annual rate of the Participant’s basic salary (exclusive of bonuses, commissions, benefits in kind and Awards made, paid, vested or exercised under the Plan) from all Participating Companies, as at a date selected by the Remuneration Committee but within the period of 30 days prior to the Release Date. | |
| “Appropriate Period” | The relevant period during which a Share Award may be exercised (or conditionally exercised) under Rules 6.1 to 6.5 inclusive. | |
| “Auditors” | The auditors of the Company for the time being or in the event of there being joint auditors such one of them as the Board shall select. | |
| “Award” | A contingent right to receive cash (in the form of a Cash Award) and a contingent right to be granted an option to acquire Shares at the Exercise Price (in the form of a Share Award) under the Plan, which is either subsisting or is proposed to be granted. | |
| “Board” | The board of directors for the time being of the Company or a duly authorised committee thereof other than the Remuneration Committee. | |
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| “Cash Award” | That percentage of an Award specified as such under Rule 2.5.2 which has vested pursuant to Rule 4.2 and in respect of which a cash amount is payable pursuant to Rule 4.3. | |||
| “the Company” | Signet Group plc (registered no. 477692). | |||
| “Control” | The meaning given by Section 840 of the Taxes Act. | |||
| “Daily Official List” | The Daily Official List published by the London Stock Exchange. | |||
| “Date of Grant” | The date on which an Award is granted. | |||
| “Dealing Day” | Any day on which the main market of the London Stock Exchange is open for the transaction of business. | |||
| “Eligible Employee” | Any person who at the Date of Grant is an employee of a Participating Company. | |||
| “Employees’ Share Scheme” | The meaning given by Section 743 of the Companies Act 1985. | |||
| “Executive Share Plan” | A share incentive plan in which individual participation is at the discretion of the Board. | |||
| “Exercise Price” | The total amount payable in relation to each exercise of a Share Award which shall be £1 or US$1, as the Remuneration Committee may determine whether the Share Award is being exercised in whole or in part. | |||
| “Financial Year” | Any period for which the Company makes up its statutory accounts. | |||
| “Grant Period” | The period of 42 days commencing on any of the following: | |||
| (A) | the day on which the Plan is adopted by the Company; | |||
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| (B) | the day immediately following the day on which the Company makes an announcement of its results for the last preceding Financial Year, half-year or other period; | |||
| (C) | any day on which the Remuneration Committee resolves that exceptional circumstances exist which justify the grant of Awards; or | |||
| (D) | any day on which any change to the legislation affecting unapproved share option plans or long term incentive plans is proposed or made. | |||
| “Group Member” | A Participating Company or a body corporate which is (within the meaning of Section 736 of the Companies Act 1985) the Company’s holding company or any other body corporate nominated by the Board for this purpose which is not under the control of any single person, but is under the control of two or more persons, one of whom being the Company or the Company’s holding company and in relation to which the Company or, as the case may be, the Company’s holding company, is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights. | |||
| “Listed” | In relation to a Share: means included in the Official List of the United Kingdom Listing Authority (even if suspended therefrom). | |||
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| “Listing Rules” | The listing rules made by the United Kingdom Listing Authority, as amended from time to time. | |||
| “London Stock Exchange” | London Stock Exchange plc. | |||
| “Market Value” | In relation to a Share on any day: | |||
| (A) | if and so long as the Shares are admitted to trading on the main market of the London Stock Exchange, its middle market quotation (as derived from the Daily Official List) on the Dealing Day immediately preceding that day (or such other day as the Remuneration Committee may determine); | |||
| (B) | if the Shares are not admitted to trading as in (A) above, its market value as determined by the Board. | |||
| “Maximum Percentage” | The percentage of a Participant’s Annual Remuneration determined by the Remuneration Committee pursuant to Rule 2.4. | |||
| “Participant” | Any Eligible Employee to whom an Award or Share Award has been granted which has not lapsed, or (where the context so admits) the personal representative of any such person. | |||
| “Participating Company” | (A) | The Company; | ||
| (B) | Any other company which is under the Control of the Company, is a Subsidiary of the Company and which has not been expressly designated by the Board as not being a Participating Company; and | |||
| (C) | a Group Member which has not been expressly designated by the Board as not being a Participating Company. | |||
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| “PAYE Liability” | The amount of all taxes and/or social security contributions which a Participating Company, other Group Member or any other person (other than the Participant) (hereafter referred to as the “Relevant Payer”) would be required to account for to the Inland Revenue or other taxation or social security authority in respect of an Award, a Share Award or a Cash Award to the extent the same may lawfully be recovered from a Participant. | |
| “Performance Conditions” | The conditions which apply to determine the extent to which an Award vests, imposed pursuant to Rule 2.2. | |
| “Performance Period” | For each Award, a period of at least three consecutive Financial Years as determined by the Remuneration Committee at the Date of Grant. | |
| “Plan” | The Signet Group plc 2000 Long - Term Incentive Plan in its present form or as from time to time amended in accordance with the provisions hereof. | |
| “Release Date” | The date on which the Remuneration Committee notifies a Participant pursuant to Rule 4.2 of whether and, if so, the extent to which an Award has vested in accordance with the Performance Conditions. | |
| “Remuneration Committee” | The remuneration committee of the Board. | |
| “Retirement” | Retirement on or after the Participant’s normal retirement date under his contract of employment (or such other date as the Remuneration Committee may determine). | |
| “Share” | A fully paid ordinary share in the capital of the Company. | |
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| “Share Award” | An option to acquire Shares granted pursuant to Rule 4.4. | |
| “Subsidiary” | The meaning given by Section 736 of the Companies Act 1985. | |
| “Taxes Act” | The Income and Corporation Taxes Act 1988. | |
| 1.2 | Words and expressions not otherwise defined herein have the same meaning they have in the Taxes Act. |
| 1.3 | Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine. |
| 1.4 | Reference in the rules of the Plan to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time, and shall include any regulations made thereunder. The Interpretation Act 1978 shall apply to these Rules mutatis mutandis as if they were an Act of Parliament. |
| 1.5 | The headings in the rules of the Plan are for the sake of convenience only and should be ignored when construing the rules. |
| 2. | GRANT OF AWARDS |
| 2.1 | The Remuneration Committee may grant Awards to Eligible Employees at its absolute discretion. If and so long as the Shares are Listed, the Remuneration Committee may only grant Awards during a Grant Period. |
| 2.2 | The Remuneration Committee shall at the Date of Grant specify the Performance Period applicable to the Award and the Performance Conditions to which the vesting of an Award is subject, as determined by the Remuneration Committee. |
| 2.3 | The grant of an Award shall be subject to obtaining any approval or consent required under any applicable laws, regulations of governmental authority and the requirements of the United Kingdom Listing Authority, London Stock Exchange and any other securities exchange on which the Shares are traded. |
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| 2.4 | The Remuneration Committee must specify the Maximum Percentage which will apply to determine the maximum value of any Award at the Release Date. |
| 2.5 | As soon as practicable after grant, the Remuneration Committee shall issue to each Participant a certificate in respect of the Award in such form as the Remuneration Committee may from time to time prescribe. Such certificate must be sealed or executed as a deed and must state: |
| 2.5.1 | the Maximum Percentage which will apply to the Award; |
| 2.5.2 | that 50 per cent of the Award payable at the Release Date is a Cash Award and that the balance of the Award payable, at the Release Date will be a Share Award; |
| 2.5.3 | the Performance Conditions; |
| 2.5.4 | the Performance Period; |
| 2.5.5 | the Date of Grant; and |
| 2.5.6 | the date on which a Share Award will lapse pursuant to Rule 5.6.1. |
| 2.6 | No payment shall be required from a Participant on the grant of an Award. |
| 2.7 | Subject to the rights of the Participant’s personal representatives pursuant to Rules 5.3 and 5.4, every Award shall be personal to the Participant to whom it is granted and shall not be transferable or in any way alienable. |
| 2.8 | A Participant may surrender his Award in whole or part within the period of 30 days immediately following the Date of Grant and if an Award or any part of an Award is so surrendered, it shall be deemed for all purposes not to have been granted. |
| 3. | NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED |
| 3.1 | The provisions of this Rule 3 will apply only if and so long as the Shares are Listed. |
| 3.2 |
The number of Shares which may be allocated under the Plan on any day under a Share Award shall not, when added to the aggregate of the number of Shares which have been allocated in the previous ten years under the Plan and under any other |
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Employees’ Share Scheme adopted by the Company or any Subsidiary, exceed such number as represents ten per cent of the ordinary share capital of the Company in issue immediately prior to that day. |
| 3.3 | The number of Shares which may be allocated under the Plan on any day under a Share Award shall not when added to the aggregate of the number of Shares which have been allocated in the previous ten years under the Plan and under any other Executive Share Plan adopted by the Company or any Subsidiary, exceed such number as represents five per cent of the ordinary share capital of the Company in issue immediately prior to that day. |
| 3.4 | In determining the above limits: |
| 3.4.1 | any Shares issued to the trustees of any employee trust for the purpose of satisfying Share Awards or any other award over Shares shall be included; and |
| 3.4.2 | no account shall be taken of any Shares where the right to acquire such Shares was released or surrendered or lapsed without being exercised, including pursuant to Rule 2.8 above. |
| 3.5 | References in this Rule to the “allocation” of Shares shall mean, in the case of any share option plan, the placing of unissued shares under option or the issue of such shares to the trustees of any employee trust for the purpose of satisfying such options and, in relation to other types of Employees’ Share Schemes, shall mean the issue and allotment of shares, provided if, at any time, it is not certain whether unissued shares are to be placed under option, it should be assumed that any Shares to be placed under option will be unissued. |
| 4. | THE END OF THE PERFORMANCE PERIOD |
| 4.1 | After the end of each Performance Period, the Remuneration Committee shall, as soon as practicable, determine the extent to which the Performance Conditions have been satisfied. |
| 4.2 | The Remuneration Committee shall then (and within no later than 60 days of the Auditors’ signing of the annual accounts in respect of the last Financial Year of the Performance Period) notify each Participant in writing of whether and if so, the extent to which the Performance Conditions have been satisfied and the extent to which an Award has vested including the cash value of the vested Award. The date of such notification shall be the Release Date. |
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| 4.3 | Subject to Rules 5.1 and 5.3, the Remuneration Committee shall procure that a cash payment is made within 30 days of the Release Date to each Participant, of an amount equal to half of the cash value of the vested Award in accordance with the Performance Conditions. Any such payment shall be made after deducting any PAYE Liability, if any, in respect of the vesting of the Award, the payment of the Cash Award and the grant of the Share Award. |
| 4.4 | Subject to Rules 4.6, 5.1 and 5.3, the Remuneration Committee shall as soon as possible procure the grant of a Share Award, such grant to be evidenced by the issue of a certificate in respect of such Share Award (in a form to be determined by the Remuneration Committee). The number of Shares subject to such Share Award shall be calculated as follows: |
|
Where: |
||||
|
N |
= |
SA MV |
||
|
N |
= | the number of Shares subject to a Share Award | ||
|
MV |
= | the Market Value of a Share at the Date of Grant | ||
|
S A |
= | the value of that part of an Award which has vested which has been notified to the Participant pursuant to Rule 4.2 and which has not been paid as a Cash Award pursuant to Rule 4.3 above. | ||
| 4.5 | If a Participant’s remuneration comprises either wholly or in part payments in a currency other than pounds sterling (“foreign currency”), for the purpose of calculating “N” in Rule 4.4 above, that foreign currency shall be converted into pounds sterling at the mid-market spot rate for that currency at the close of business published by the Financial Times on the Award Date, or if this is not a Dealing Day, the mid-market spot rate for that currency at the close of business published in the Financial Times on the next preceding Dealing Day. |
| 4.6 |
If at the time that the Remuneration Committee is required to procure the grant of a Share Award under Rule 4.4, such grant would be prohibited by virtue of any |
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restrictions on a directors’ dealings imposed by the “Model Code on Directors’ Dealings in Securities included in the Listing Rules or any similar code adopted by the Company, such grant shall be made within ten Dealing Days of the time when such restrictions have ceased to apply. |
| 5. | RIGHTS OF EXERCISE AND LAPSE OF AWARDS |
| 5.1 | Subject to Rules 5.3, 5.4 and Rule 6, an Award shall only vest and become payable at the Release Date if, a Participant is a director or employee of a Group Member at the end of the relevant Performance Period provided that if a Participant is a director or employee of a Group Member at the end of the relevant Performance Period but ceases to be such prior to the Release Date he shall in respect of any Cash Award or Share Award due in respect of the relevant Performance Period be treated as if such cessation occurred after the Release Date. |
| 5.2 | Subject to the provisions of Rules 5.3 to 5.7 and Rule 6, a Participant (or, as the case may be, his personal representatives) may exercise a Share Award at any time on or following the date it is granted pursuant to Rule 4.4. |
| 5.3 | If a Participant ceases to be a director or employee of a Group Member before the end of the Performance Period, rights under an Award held by him shall lapse on the date of cessation unless the Participant ceases to be a director or employee of a Group Member by reason of:- |
| 5.3.1 | death; |
| 5.3.2 | injury; |
| 5.3.3 | disability; |
| 5.3.4 | redundancy; |
| 5.3.5 | Retirement; |
| 5.3.6 | his employing company or the company with which he holds office ceasing to be a Group Member; |
| 5.3.7 | the transfer of the undertaking in which he is employed to a person other than a Group Member; or |
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| 5.3.8 | any other reason in the discretion of the Remuneration Committee |
in which case, at the discretion of the Remuneration Committee, an Award may vest on the Release Date in accordance with Rule 4 to the extent of the proportion that the period from the Date of Grant to the date of such cessation bears to the relevant Performance Period provided that the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled on a pro-rated basis over the period from the Date of Grant to the date of such cessation. If any Share Award is made to such a Participant in accordance with this Rule 5.3, such Share Award must be exercised within a period of (i) three years from the Release Date where cessation is on account of Retirement or disability; and (ii) within a period of 12 months from the Release Date in any other circumstances, unless in exceptional circumstances the Remuneration Committee determines that a longer period, not exceeding three years from the Release Date, should apply.
| 5.4 | If, following the Release Date:- |
| 5.4.1 | a Participant ceases to be a director or employee of a Group Member for any reason whatsoever; and |
| 5.4.2 | at that date if a Share Award remains to be granted or a Cash Award is unpaid or a Share Award, or any part of a Share Award, remains capable of exercise, |
the Participant, or his personal representatives, as the case may be, shall be entitled to exercise such Share Award within a period of (i) three years from the date of cessation where cessation is on account of Retirement or disability; and (ii) within a period of 12 months from the date of cessation in any other circumstances, unless in exceptional circumstances the Remuneration Committee determines that a longer period, not exceeding three years from the date of cessation should apply.
| 5.5 | Awards and Share Awards shall lapse upon the occurrence of the earliest of the following events: |
| 5.5.1 | the day before the tenth anniversary of the Date of Grant; |
| 5.5.2 | the expiry of any of the periods specified in Rules 5.3 or 5.4 or determined by the Remuneration Committee, in its discretion, to apply; |
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| 5.5.3 | the expiry of any of the periods specified in Rules 6.1, 6.3, 6.4 and 6.5 save where a Share Award is released in consideration of the grant of a New Share Award (during one of the periods specified in Rules 6.1, 6.3 or 6.4) pursuant to Rule 6.6; |
| 5.5.4 | subject to Rules 5.3 and 5.4 the Participant ceasing to hold an office or employment with a Group Member in any circumstances other than where the cessation of office or employment arises on any ground whatsoever during any of the periods specified in Rule 6 (in which case, an Award shall not lapse unless a Share Award is released in consideration of the grant of a New Share Award during an Appropriate Period pursuant to Rule 6.6); |
| 5.5.5 | subject to Rule 6.5, the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company; and |
| 5.5.6 | the Participant being deprived of the legal or beneficial ownership of the Award by operation of law, or doing or omitting to do anything the doing or omission to do which causes him to be so deprived or being declared bankrupt (or suffering or undergoing any equivalent process in any jurisdiction other than England & Wales) |
| 5.6 | If a Participant, while continuing to hold an office or employment with a Group Member, is transferred to work in another country and as a result of that transfer the Remuneration Committee considers in the light of advice obtained by it that the Participant will either: |
| 5.6.1 | become subject to income tax on his remuneration in the country to which he is transferred such that he will suffer any additional tax disadvantage upon the vesting of his Award or being granted or exercising his Share Award or receiving a payment pursuant to a Cash Award; or |
| 5.6.2 | become subject to restrictions on his ability to exercise his Share Award or to deal in the Shares that may be acquired upon the exercise of that Share Award by reason of, or in consequence of, the securities laws or exchange control laws of the country to which he is transferred. |
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the Remuneration Committee may determine that a proportion of the Award has vested and becomes payable to the extent to which the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled on a pro-rated basis over the period from the Date of Grant to the date which is three months prior to such transfer. The Participant may exercise his Share Award and receive a cash payment pursuant to a Cash Award, in the period commencing three months before and ending three months after the transfer has taken place.
| 5.7 | If and so long as the Shares are Listed no Award or Share Award may be granted, exercised, released or surrendered at a time when such grant, exercise, release or surrender would not be in accordance with the “Model Code on Directors’ Dealings in Securities” included in the Listing Rules. |
| 6. | TAKEOVER, RECONSTRUCTION AND WINDING-UP |
| 6.1 | Subject to Rule 6.3 below, if any person obtains Control of the Company as a result of making, either: |
| 6.1.1 | a general offer to acquire the whole of the issued ordinary share capital of the Company (other than the ordinary share capital held by the person making the offer or those acting in concert with him for the purposes of the City Code on Take-overs and Mergers) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or |
| 6.1.2 | a general offer to acquire all the shares in the Company which are of the same class as the Shares, |
a proportion of an Award shall vest and become payable pursuant to Rule 4 provided that the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled on a pro-rated basis over the period from the Date of Grant to the date of such change in Control. Any Share Award may be exercised within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.
| 6.2 | For the purpose of Rule 6.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him (for the purposes of the City Code on Take-overs and Mergers) have together obtained Control of it. |
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| 6.3 | If any person becomes bound or entitled to acquire Shares under Sections 428 to 430F of the Companies Act 1985 a proportion of an Award shall vest and become payable pursuant to Rule 4 provided that the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled on a pro-rated basis over the period from the Date of Grant to the date on which any person becomes so bound or entitled. Any Share Award may be exercised within 21 days of the commencement of the period during which that person remains so bound or entitled. |
| 6.4 | If under Section 425 of the Companies Act 1985 it is proposed that the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies or a scheme or arrangement as a result of which another body corporate will obtain Control of the Company, the Company shall give notice thereof to all Participants at the same time as it sends notices to members of the Company calling the meeting to consider such a compromise, arrangement or scheme. A proportion of the Award shall vest and become payable and a Participant may then exercise any Share Award subject to the terms of this Rule before the earlier of the expiry of six months from the date of such notice and the date on which the Court sanctions the compromise, arrangement or scheme, provided that the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled on a pro-rated basis over the period from the Date of Grant to the date on which the Court declares such sanction and the compromise, arrangement or scheme becomes effective. The Award shall lapse conditionally on such compromise, arrangement or scheme being sanctioned by the Court and becoming effective. The vesting of an Award and the exercise of a Share Award under this Rule shall be conditional on such compromise, arrangement or scheme being sanctioned by the Court and becoming effective. After exercising a Share Award the Participant shall transfer or otherwise deal with the Shares issued to him so as to place him in the same position (so far as possible) as would have been the case if such shares had been subject to such compromise, arrangement or scheme. |
| 6.5 |
If notice is duly given of a resolution for the voluntary winding-up of the Company, the Company shall give notice thereof to all Participants. A proportion of an Award shall vest and become payable pursuant to Rule 4 provided that the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled on a pro-rated |
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|
basis over the period from the Date of Grant to the date of such notice. A Share Award may then be exercised until the resolution is duly passed or defeated or the meeting concluded or adjourned sine die. Any such vesting of an Award and exercise of a Share Award pursuant to this Rule shall be conditional upon the said resolution being duly passed. If such resolution is duly passed all Share Awards shall, to the extent that they have not been exercised, lapse immediately. |
| 6.6 | If Share Awards become exercisable pursuant to any of Rules 6.1, 6.3 or 6.4 above and the person obtaining or deemed to obtain Control or becoming entitled or bound to acquire Shares is a body corporate, any Participant may at any time within the Appropriate Period, by agreement with the relevant person, release any Share Award which has not lapsed (“the Old Share Award”) in consideration of the grant to him of an Award (“the New Share Award”) which is equivalent to the Old Share Award but relates to shares in a different company (whether the company which has obtained Control of the Company itself or some other company) provided always that, where Share Awards are conditionally exercisable under Rule 6.4 above, such release and grant shall he made subject to the same conditions and so as to become effective on satisfaction of the conditions which are (or would be) applicable to exercise. |
| 6.7 | The New Share Award shall be regarded for the purposes of Rule 6.6 as equivalent to the Old Share Award so that the provisions of the Plan shall for this purpose be construed as if: |
| 6.7.1 | the New Share Award were an award granted under the Plan at the same time as the Old Share Award; |
| 6.7.2 | except for the purpose of the definition of “Participating Company” in Rule 1 and the reference to “the Company” in Rule 11.2, the reference to Signet Group plc in the definition of “the Company” in Rule 1 were a reference to the different company mentioned in Rule 6.6; and |
| 6.7.3 | unless the Remuneration Committee determines otherwise, the Performance Conditions have been satisfied. |
| 7. | MANNER OF EXERCISE OF SHARE AWARDS |
| 7.1 | Subject to Rule 5.6, a Share Award may be exercised in whole or in part. |
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| 7.2 | A Share Award may be exercised in whole or in part by the delivery to the Company Secretary of a Share Award certificate covering at least all the Shares over which the Share Award is then to be exercised, with the notice of exercise in such form as specified by the Remuneration Committee duly completed and signed by the Participant (or by his duly authorised agent) together with a remittance for the Exercise Price payable to the Company. |
| 7.3 | In the event that any PAYE Liability becomes due on the exercise of a Share Award; unless |
| 7.3.1 | the Relevant Payer is able to deduct an amount equal to the whole of the PAYE Liability from the Participant’s net pay for the relevant pay period; or |
| 7.3.2 | the Participant has paid to the Relevant Payer an amount equal to the PAYE Liability; or |
| 7.3.3 | the Board determines otherwise |
the Participant will be deemed to have given irrevocable instructions to the Company’s brokers (or any other person acceptable to the Company) for the sale of sufficient Shares acquired on the exercise of the Share Award to realise an amount equal to the PAYE Liability, and the payment of the amount of the PAYE Liability to the Relevant Payer; or
| 7.4 | The effective date of exercise shall be of the date of delivery of the items referred to in Rule 7.2. For the purposes of this Plan a notice of exercise shall be deemed to be delivered when it is received by the Company. |
| 8. | ISSUE OR TRANSFER OF SHARES |
| 8.1 | The Board shall issue or procure the transfer of any Shares to be issued or transferred to a Participant (or his nominee) pursuant to the exercise of a Share Award within 30 days following the date of effective exercise of the Share Award. |
| 8.2 | The issue or transfer of any Shares under the Plan shall be subject to obtaining the approval or consent of any body or persons referred to that is required in respect of such transfer in Rule 2.3 above. |
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| 8.3 | Shares issued or transferred pursuant to the Plan to the Participant shall rank pari passu in all respects with the existing issued Shares save as respects to any rights attaching by reference to a record date preceding the effective date of exercise. |
| 9. | ADJUSTMENTS |
| 9.1 | The number of Shares over which a Share Award is granted (and where a Share Award has been exercised but no Shares have been issued or transferred to the Participant pursuant to such exercise, the number of Shares which may be so issued or transferred) shall be adjusted in such manner as the Board shall determine following any demerger, capitalisation issue, any offer or invitation made by way of rights or otherwise, subdivision, consolidation, reduction or other variation in the share capital of the Company provided that, except in the case of a capitalisation issue, no adjustment shall be made under this Rule 9.1 without the prior confirmation in writing by the Auditors that it is in their opinion fair and reasonable. |
| 9.2 | The Board may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 9 and to call in, cancel, endorse, issue or reissue any certificate consequent upon such adjustment. |
| 10. | ADMINISTRATION |
| 10.1 | Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by post, it shall be deemed to have been received (subject to Rule 7.4 above) 72 hours after it was put into the post properly addressed and stamped. |
| 10.2 | The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares. |
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| 10.3 | In the case of partial exercise of a Share Award, the Board may in consequence call in, endorse, cancel and reissue, as it considers appropriate, any certificate for the balance of the Shares over which the Share Award may be exercised. |
| 10.4 | If any certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Board may require. |
| 10.5 | The Board shall procure that sufficient Shares are available for issue or transfer to satisfy all Awards under which Shares may be acquired. |
| 10.6 | The Plan shall be administered by the Remuneration Committee. The Remuneration Committee shall have full authority, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such regulations for administering the Plan and such forms of exercise as it may deem necessary or appropriate. Decisions of the Remuneration Committee shall be final and binding on all parties. |
| 11. | ALTERATIONS |
| 11.1 | Subject to Rules 11.2, 11.4 and 11.7, the Remuneration Committee may at any time alter or add to all or any of the provisions of the Plan in any respect. |
| 11.2 | Subject to Rule 11.3, if and so long as the Shares are Listed, no alteration or addition to the advantage of Participants shall be made under Rule 11.1 to such of the provisions of the Plan as relate to any of the following: |
| 11.2.1 | the persons to whom Awards may be granted; |
| 11.2.2 | limitations on the grant of Awards; |
| 11.2.3 | the adjustment of Share Awards; |
| 11.2.4 | any rights to be attached to Shares on their issue upon the exercise of Share Awards; and |
| 11.2.5 | the terms of this Rule 11; |
without the prior approval by ordinary resolution of the members of the Company in general meeting.
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| 11.3 | Rule 11.2 shall not apply to any minor alteration or addition which is to benefit the administration of the Plan, or is necessary or desirable in order to take account of any change in legislation in any relevant jurisdiction or to obtain or maintain favourable taxation, exchange control or regulatory treatment in any relevant jurisdiction for the Company, or any Subsidiary of the Company or any Participant. |
| 11.4 | No alteration or addition shall be made under Rule 11.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made: |
| 11.4.1 | with the consent in writing of at least 75 per cent of the Participants, or |
| 11.4.2 | by a resolution at a meeting of Participants passed by not less than 75 per cent of the Participants, |
and for the purpose of this Rule 11.4 the provisions of the Articles of Association of the Company relating to shareholder meetings shall apply mutatis mutandis.
| 11.5 | Notwithstanding any other provision of the Plan other than Rules 11.1 and 11.7 the Board may, in respect of Awards granted to Eligible Employees who are or who may become subject to taxation outside the United Kingdom on their remuneration amend or add to the provisions of the Plan and the terms of Awards and Share Awards as it considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Awards granted to such Eligible Employees are not overall more favourable than the terms of Awards and Share Awards granted to other Eligible Employees. |
| 11.6 | As soon as reasonably practicable after any alteration or addition is made under Rules 11.1, 11.2 or 11.5, the Board shall give written notice thereof to any Participant materially affected thereby. |
| 11.7 | No alteration shall be made to the Plan if following the alteration the Plan would cease to be an Employees’ Share Scheme. |
| 12. | LEGAL ENTITLEMENT |
| 12.1 |
Nothing in the Plan or in any instrument executed pursuant to it will confer on any person any right to continue in employment, nor will it affect the right of any Group Member to terminate the employment of any person wrongfully or otherwise without |
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liability at any time with or without cause, nor will it impose upon the Board (or if so delegated, the Remuneration Committee) or any other person any duty or liability whatsoever (whether in contract, tort or otherwise) in connection with: |
| 12.1.1 | the lapsing of any Award pursuant to the Plan; |
| 12.1.2 | the failure or refusal to exercise any discretion under the Plan; and/or |
| 12.1.3 | a Participant ceasing to be a person who has left employment or ceases to hold office with any Group Member for any reason whatever. |
| 12.2 | Awards shall not (except as may be required by taxation law) form part of the emoluments of individuals or count as wages or remuneration for pension or other purposes. |
| 12.3 | Any person who ceases to have the status or relationship of an employee with any Group Member as a result of the termination of his employment for any reason wrongful or otherwise and however that termination occurs, whether lawfully or otherwise, shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or employment or otherwise to any sum, damages or other benefits to compensate that person for the loss of alteration of any rights, benefits or expectations in relation to any Award, the Plan or any instrument executed pursuant to it. |
| 12.4 | The benefit of this Rule 12 is given to the Company for itself and as trustee and agent of each Group Member. To the extent that this Rule benefits any company which is not a party to the Plan, the benefit shall be held on trust and as agent by the Company for such company and the Company may, at its discretion, assign the benefit of this Rule 12 to any such company. |
| 13. | GENERAL |
| 13.1 | The Plan shall terminate upon the fifth anniversary of its approval by the Company or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan shall be without prejudice to the subsisting rights of Participants. |
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| 13.2 | The Company and any Subsidiary of the Company may provide money to any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent and permitted by Section 153 (and, where applicable, Section 154) of the Companies Act 1985. In addition, the Company and any Subsidiary may enter into such other agreement or agreements as they shall deem appropriate so that such Subsidiary can agree to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly in respect of such Subsidiary’s employees. Nothing in the Plan shall be deemed to give any employee of any Participating Company any right to participate in the Plan. |
| 13.3 | These Rules shall be governed by and construed in accordance with the laws of England. |
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