REG - Signet Jewelers Ltd - Form 10Q <Origin Href="QuoteRef">SIG.N</Origin> - Part 6
29/10/2014 11:09
- Part 6: For the preceding part double click ID:nRSK4136Re
of origin inquiries of our suppliers, and otherwise to
exercise reasonable due diligence in determining the country of origin and certain other information relating to any of the
statutorily designated minerals (gold, tin, tantalum and tungsten), that are used in products sold by Signet in the US and
elsewhere. On May 30, 2014, Signet filed with the SEC its Form Specialized Disclosure (SD) and accompanying Conflict
Minerals Report in accordance with the SEC's rules, which together describe our country of origin inquiries and due
diligence measures relating to the source and chain of custody of those designated minerals Signet deemed necessary to the
functionality or production of our products, the results of those activities and our related determinations with respect to
the calendar year ended December 31, 2013.
Compliance with the SEC's conflict minerals disclosure rules to date has not and will not likely add significantly to
Signet's compliance costs, and management does not expect any potential future increase in such costs to be material. There
may be reputational risks associated with the potential negative response of our customers and other stakeholders to future
disclosures by Signet in the event that, due to the complexity of the global supply chain, Signet is unable to sufficiently
verify the origin of the relevant metals. Also, if future responses to verification requests by suppliers of any of the
covered minerals used in our products are inadequate or adverse, Signet's ability to obtain merchandise may be impaired and
our compliance costs may increase. The final rules also cover tungsten and tin, which are contained in a small proportion
of items that are sold by Signet. It is possible that other minerals, such as diamonds, could be subject to similar rules.
Additional indebtedness relating to the Zale Corporation Acquisition reduces the availability of cash to fund other
business initiatives and the expected benefits from the acquisition may not be fully realized.
Signet's additional indebtedness to fund the acquisition of Zale Corporation has significantly increased Signet's
outstanding debt. This additional indebtedness requires us to dedicate a portion of our cash flow to servicing this debt,
thereby reducing the availability of cash to fund other business initiatives, including dividends and share repurchases.
Significant changes to Signet's financial condition as a result of global economic changes or difficulties in the
integration or execution of strategies of the newly acquired business, and the diversion of significant management time and
resources towards integrating the business and operations of Zale Corporation may affect our ability to obtain the expected
benefits from the transaction or to satisfy the financial covenants included in the terms of the financing arrangements.
Signet has incurred transaction-related costs in connection with the transaction.
We have incurred a number of substantial non-recurring transaction-related costs associated with completing the
transaction, combining the operations of the two companies and achieving desired synergies. Non-recurring transaction costs
include, but are not limited to, fees paid to legal, financial and accounting advisors, regulatory filing fees and printing
costs. Additional unanticipated costs may be incurred in the integration of our and Zale Corporation's businesses. There
can be no assurance that the realization of other efficiencies related to the integration of the two businesses, as well as
the elimination of certain duplicative costs, will offset the incremental transaction-related costs over time. Thus, any
net benefit may not be achieved in the near term, the long term, or at all.
Although we anticipate that Zale will continue to operate as a separate brand within Signet, failure to successfully
combine Signet's and Zale Corporation's businesses in the expected time frame may adversely affect the future results of
the combined company.
The success of the transaction will depend, in part, on our ability to realize the anticipated benefits and synergies from
combining our and Zale Corporation's businesses. To realize these anticipated benefits, the businesses must be successfully
combined. If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a
timely basis, the anticipated benefits of the transaction may not be realized fully or at all. In addition, the actual
integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the
transaction. These integration difficulties could result in declines in the market value of our common stock.
A consolidated lawsuit on behalf of a purported class of stockholders is pending against Zale Corporation, Signet, the
members of Zale Corporation's board of directors and Signet's merger subsidiary, challenging the transaction, and an
unfavorable judgment or ruling in this lawsuit could result in substantial costs.
In connection with the Zale Corporation acquisition, a consolidated lawsuit on behalf of a purported class of former Zale
Corporation stockholders is pending in the Delaware Court of Chancery. The lawsuit names as defendants Zale Corporation,
Signet, the members of the board of directors of Zale Corporation, and Signet's merger subsidiary. In addition, several
former Zale Corporation stockholders have filed petitions for appraisal in the Delaware Court of Chancery. Additional
lawsuits may be filed against Zale Corporation and Signet, our merger subsidiary and Zale Corporation's directors related
to the transaction. The defense or settlement of, or an unfavorable judgment in, any lawsuit or claim could result in
substantial costs and could adversely affect the combined company's business, financial condition or results of
operations.
If our goodwill becomes impaired, we may be required to record significant charges to earnings.
We have a substantial amount of goodwill on our balance sheet as a result of the Zale Corporation acquisition. We review
goodwill for impairment annually or whenever events or circumstances indicate impairment may have occurred. Application of
the impairment test requires judgment, including the identification of reporting units, assignment of assets, liabilities
and goodwill to reporting units and determination of fair value of each reporting unit. There is a risk that a significant
deterioration in a key estimate or assumption or a less significant deterioration to a combination of assumptions or the
sale of a part of a reporting unit could result in an impairment charge in the future, which could have a significant
adverse impact on our reported earnings.
For further information on our testing for goodwill impairment, see "Critical Accounting Policies and Estimates" under Part
I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of Equity Securities
The following table contains the Company's repurchases of equity securities in the second quarter of Fiscal 2015:
May 4, 2014 to May 31, 2014 94,246 $ 100.88 93,664 $ 273,037,569
June 1, 2014 to June 28, 2014 - $ - - $ 273,037,569
June 29, 2014 to August 2, 2014 4,614 $ 103.11 - $ 273,037,569
Total 98,860 $ 100.98 93,664 $ 273,037,569
-
$ 273,037,569
Total
98,860
$ 100.98
93,664
$ 273,037,569
(1) Includes 5,196 shares of restricted stock repurchased in connection with employee tax withholding obligations under the
Company's share-based compensation plans, which are not purchases under any publicly announced share repurchase program.
(2) On June 14, 2013, the Board of Directors authorized the 2013 Program to repurchase up to $350 million of Signet's
common shares. The 2013 Program may be suspended or discontinued at any time without notice.
APPENDIX
The information set out in this Appendix has been included for the purposes of compliance with the Disclosure and
Transparency Rules of the United Kingdom Financial Conduct Authority.
Related party transactions
There have been no related party transactions that materially affected the financial position or performance of the Company
during the 26 weeks ended August 2, 2014.
Responsibility statement
We confirm, on behalf of the Board, that, to the best of our knowledge:
(a) the condensed set of financial statements set out in this Quarterly Report on Form 10-Q has been prepared in accordance
with accounting standards generally accepted in the United States of America; and
(b) the interim management report included in this Quarterly Report on Form 10-Q includes a fair review of the information
required by Disclosure and Transparency Rules 4.2.7R and 4.2.8R of the United Kingdom Listing Authority.
Signed on behalf of the Board
Michael W. Barnes - Chief Executive Officer
Michele L. Santana - Chief Financial Officer
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
3.1* Amended and Restated Bye-laws of Signet Jewelers Limited.
4.1* Second Supplemental Indenture, dated as of June 30, 2014, among Signet UK Finance plc, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as indenture trustee.
10.1† Separation Agreement dated June 27, 2014 between Signet Jewelers Limited and Ronald W. Ristau (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 3, 2014).
10.2* Amended and Restated Credit Agreement, dated September 9, 2014, by and among Signet Jewelers Limited, as Parent, Signet Group Limited, Signet Group Treasury Services Inc. and Sterling Jewelers Inc. as borrowers, the additional borrowers from time to time party thereto, the financial institutions from time to time party thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent and the other agents party thereto.
31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
* Filed herewith.
† Management contract or compensatory plan or arrangement.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
SIGNET JEWELERS LIMITED
(Registrant)
September 10, 2014 By: /s/ Michele L. Santana
Michele L. Santana
Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and
Principal Accounting Officer)
Exhibit 3.1
Company number: 42069
THE COMPANIES ACT 1981 OF BERMUDA
SIGNET JEWELERS LIMITED
BYE-LAWS
adopted on 11 September 2008
(as amended 13 June 2014)
Conyers Dill & Pearman
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Tel: +1 441 295 1422
Fax: +1 441 292 4720
TABLE OF CONTENTS
Interpretation
1. Definitions
Shares
2. Power to Issue Shares
3. Power of the Company to Purchase its Shares
4. Rights Attaching to Shares
5. Calls on Shares
6. Prohibition on Financial Assistance
7. Forfeiture of Shares
8. Untraced Members
9. Share Certificates
10. Fractional Shares
Registration of Shares
11. Register of Members
12. Registered Holder Absolute Owner
13. Transfer of Registered Shares
14. Foreign Securities Laws
15. Transmission of Registered Shares
16. Mandatory Offers
Alteration of Share Capital
17. Power to Alter Capital
18. Variation of Rights Attaching to Shares
Dividends and Capitalisation
19. Dividends
20. Power to Set Aside Profits
21. Method of Payment
22. Capitalisation
Meetings of Members
23. Annual General Meetings
24. Special General Meetings
25. Requisitioned General Meetings
26. Notice
27. Giving Notice and Access
28. Postponement or Cancellation of General Meeting
29. Attendance and Security at General Meetings
30. Quorum at General Meetings
31. Chairman to Preside at General Meetings
32. Voting on Resolutions
33. Power to Demand Vote on Poll
34. Voting by Joint Holders of Shares
35. Instrument of Proxy
36. Representation of Corporate Member
37. Adjournment of General Meeting
38. Written Resolutions
39. Directors' Attendance at General Meetings
Directors and Officers
40. Election of Directors
41. Term of Office of Directors
42. No Share Qualification
43. Alternate Directors
44. Removal of Directors
45. Vacancy in the Office of Director
46. Remuneration of Directors
47. Defect in Appointment of Director
48. Directors to Manage Business
49. Powers of the Board of Directors
50. Register of Directors and Officers
51. Appointment of Officers
52. Appointment of Secretary
53. Duties of Officers
54. Remuneration of Officers
55. Conflicts of Interest
56. Indemnification and Exculpation of Directors and Officers
Meetings of the Board of Directors
57. Board Meetings
58. Notice of Board Meetings
59. Electronic participation in Meetings
60. Quorum at Board Meetings
61. Board to Continue in the Event of Vacancy
62. Chairman to Preside
63. Written Resolutions
64. Validity of Prior Acts of the Board
Corporate Records
65. Minutes
66. Place Where Corporate Records Kept
67. Form and Use of Seal
Accounts
68. Books of Account
69. Financial Year End
Audits
70. Annual Audit
71. Appointment of Auditors
72. Remuneration of Auditors
73. Duties of Auditors
74. Access to Records
75. Financial Statements
76. Distribution of Auditors Report
77. Vacancy in the Office of Auditor
Voluntary Winding-Up and Dissolution
78. Winding-Up
Changes to Constitution
79. Changes to Bye-laws
80. Discontinuance
Company Investigations into Interests in Shares
81. Provisions applicable to Bye-laws 82 and 83
82. Power of the Company to Investigate Interests in Shares
83. Failure to Disclose Interests in Shares
Business Combinations and Amalgamations
84. Business Combinations
85. Amalgamations
INTERPRETATION
1. Definitions
1.1 In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the
following meanings, respectively:
Act the Companies Act 1981 as amended from time to time;
Alternate Director an alternate director appointed in accordance with these Bye-laws;
Auditor includes an individual, body corporate or partnership;
Board the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
Company the company for which these Bye-laws are adopted;
Director a director of the Company and shall include an Alternate Director;
Group the Company and every company and other entity which is for the time being controlled by or under common control with the Company (for these purposes, "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the person in question, whether by means of an ownership interest, by contract or otherwise);
Member the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
notice written notice as further provided in these Bye-laws unless otherwise specifically stated;
Officer any person appointed by the Board to hold an office in the Company;
Register of Members the register of members referred to in these Bye-laws;
Resident Representative any person appointed to act as resident representative and includes any deputy or assistant resident representative;
Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
Treasury Share a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.
1.2 In these Bye-laws, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, partnerships, individuals and associations or bodies of persons;
(d) the words:
(i) "may" shall be construed as permissive; and
(ii) "shall" shall be construed as imperative; and
(e) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these
Bye-laws.
1.3 In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears,
include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible
form.
1.4 Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction
hereof.
SHARES
2. Power to Issue Shares
2.1 Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special
rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to
issue any unissued shares of the Company on such terms and conditions as it may determine.
2.2 Without limitation to the provisions of Bye-law 4, subject to the provisions of the Act, any preference shares may be
issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to
be redeemed on such terms and in such manner as may be determined by the Board before the issue or conversion.
3. Power of the Company to Purchase its Shares
3.1 The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act
on such terms as the Board shall think fit.
3.2 The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in
accordance with the Act.
4. Rights Attaching to Shares
4.1 At the date these Bye-laws are adopted, the share capital of the Company consists of common shares of par value US$0.18
each ("Common Shares") the holders of which shall, subject to the provisions of these Bye-laws:
(a) be entitled to one vote per share;
(b) be entitled to such dividends as the Board may from time to time declare;
(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a
reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d) generally be entitled to enjoy all of the rights attaching to shares.
4.2 The Board is authorised to exercise all the powers of the Company to create and issue additional shares of any existing
class or shares of a new class and, without prejudice to the generality of the foregoing, may provide for the issue of
preference shares ("Preference Shares") in one or more series, and to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations, or restrictions thereof (and, for the avoidance of doubt, such matters and the
issue of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the
terms of any other series of Preference Shares, to vary the rights attached to any other class of share in the Company).
The authority of the Board with respect to each series shall include, but not be limited to, determination of the
following:
(a) the number of shares constituting that series and the distinctive designation of that series;
(b) the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or
dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;
(c) whether that series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of
such voting rights including, without limitation, any special rights to appoint or elect a Director and to determine such
Director's term of office;
(d) whether that series shall have conversion or exchange privileges (including, without limitation, conversion into Common
Shares), and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the
conversion or exchange rate in such events as the Board shall determine;
(e) whether or not the shares of that series shall be redeemable or repurchaseable, and, if so, the terms and conditions of
such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all
shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable,
and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and
at different redemption or repurchase dates;
(f) whether that series shall have a sinking fund for the redemption or repurchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(g) the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness
of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or
any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption
or other acquisition by the Company or any subsidiary of any issued shares of the Company;
(h) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up
of the Company, and the relative rights of priority, if any, of payment of shares of that series; and
(i) any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that
series.
4.3 Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or
otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or
classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part
of the series of which they were originally a part or may be reclassified and reissued as part of a new series of
Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference
Shares, all subject to the conditions and the restrictions on issue set out in the resolution or resolutions adopted by the
Board providing for the issue of any series of Preference Shares.
4.4 At the discretion of the Board, whether or not in connection with the issue and sale of any shares or other securities
of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option
rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are
fixed by the Board, including,
without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or
offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities
having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising,
converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or
obligations.
4.5 All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it
holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation
of any percentage or fraction of the share capital, or shares, of the Company.
5. Calls on Shares
5.1 The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal
value or premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the
terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member
may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the
Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate
between the holders as to the amount of calls to be paid and the times of payment of such calls.
5.2 Any amount which by the terms of allotment of a share becomes payable upon issue or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to
be an amount on which a call has been duly made and payable, on the date on which, by the terms of issue, the same becomes
payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs, charges
and expenses, forfeiture or otherwise shall apply as if such amount had become payable by virtue of a duly made and
notified call.
5.3 The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and
expenses in respect thereof.
5.4 The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him,
although no part of that amount has been called up or become payable.
6. Prohibition on Financial Assistance
The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or
otherwise, any financial assistance for the purpose of the acquisition or proposed acquisition by any person of any shares
in the Company, but nothing in this Bye-law shall prohibit transactions permitted under the Act.
7. Forfeiture of Shares
7.1 If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or
held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the
Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the
following:
Notice of Liability to Forfeiture for Non-Payment of Call
• Limited
(the "Company")
You have failed to pay the call of [amount of call] made on the [ ] day of [ ], 200[ ], in respect of the
urn:newsml:reuters.com:*:number share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [ ] day of
[ ], 200[ ], the day appointed for payment of such call. You are hereby notified that unless you pay such call
together with interest thereon at the rate of [ ] per annum computed
from the said [ ] day of [ ], 200[ ] at the registered office of the Company the share(s) will be liable to be
forfeited.
Dated this [ ] day of [ ], 200[ ]
[Signature of Secretary] By Order of the Board
7.2 If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment
of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such
share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.
7.3 A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the
Company all calls owing on such share or shares at the time of the forfeiture together with all interest due thereon and
any costs and expenses incurred by the Company in connection therewith.
7.4 The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as
may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.
8. Untraced Members
8.1 For the purpose of Bye-law 8.2:
(a) "predecessor share" means, in relation to any share in the capital of the Company, the share in the capital of Signet
Group in respect of which such share was issued by the Company pursuant to the scheme of arrangement of Signet Group dated
24 July 2008;
(b) "Signet Group" means Signet Group plc, a company incorporated in England and Wales under number 477692;
8.2 The Company may sell at the best price reasonably obtainable any share of a Member, or any share to which a person is
entitled by transmission, if:
(a) during the period of twelve years prior to the date of the publication of the advertisement referred to in this Bye-law
8.2:
(i) no cheque, warrant or money order in respect of such share or its predecessor share sent by or on behalf of the Company
or Signet Group through the post in a pre-paid envelope addressed to the Member or to the person entitled by transmission
to such share, at his address in the Register of Members or other address last known to the Company, has been cashed;
(ii) no cash dividend payable on the share or its predecessor share has been satisfied by the transfer of funds to a bank
account of the Member (or person entitled by transmission to such share) or by transfer of funds by means of any applicable
uncertificated securities system; and
(iii) the Company has received no communication (whether in writing or otherwise) in respect of such share from such Member
or person,
provided that during such twelve year period the Company and Signet Group have together paid at least three cash dividends
(whether interim or final) in respect of the share in question and/or its predecessor share and no such dividend has been
claimed by the person entitled to such share;
(b) on or after the expiry of such twelve year period the Company has given notice of its intention to sell such share by
an advertisement in a newspaper circulating in the area in which the address in the Register of Members or other last known
address of the Member or the person entitled by transmission to the share or the address for the service of notices on such
Member or person notified to the Company in accordance with these Bye-laws is located;
(c) during a further period of three months following the date of publication of such advertisement and prior to the sale
the Company has not received any communication (whether in writing or otherwise) in respect of such share from the Member
or person entitled by transmission; and
(d) any notice required by the rules of any securities exchange on which the share in question is listed or traded has been
given in accordance with such rules.
8.3 If during such twelve year period, any additional shares have been issued in respect of the share held at the beginning
of such period and all the requirements of Bye-law 8.2 have been satisfied with regard to such additional shares, the
Company may also sell the additional shares notwithstanding that the twelve year period may not have been satisfied in
respect of such additional shares.
8.4 To give effect to a sale pursuant to Bye-law 8.2, the Board may authorise a person to execute an instrument of transfer
of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or
as the purchaser may direct or implement any arrangements they may, in their absolute discretion, think fit in relation to
the evidencing of title to and transfer of uncertificated shares.
8.5 The purchaser shall not be bound to see to the application of the purchase monies in respect of any such sale. The
title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings
connected with the sale or transfer. Any instrument or exercise referred to in Bye-law 8.4 shall be effective as if it had
been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.
8.6 The Company shall account to the Member or other person entitled to such share for the net proceeds of such sale by
carrying all moneys in respect of the sale to a separate account. The Company shall be deemed to be a debtor to, and not a
trustee for, such Member or other person in respect of such moneys. Moneys carried to such separate account may either be
employed in the business of the Company or invested as the Board may think fit. No interest shall be payable to such Member
or other person in respect of such moneys and the Company shall not be required to account for any money earned on them.
9. Share Certificates
9.1 Every Member shall be entitled to a certificate under the common seal of the Company or bearing the signature (or a
facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where
appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the
amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or
all signatures on certificates may be printed thereon or affixed by mechanical means.
9.2 The Company shall be under no obligation to complete and deliver a share certificate
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