REG - Signet Jewelers Ltd - Form 10Q <Origin Href="QuoteRef">SIG.N</Origin> - Part 8
29/10/2014 11:09
- Part 8: For the preceding part double click ID:nRSK4136Rg
immediate family member of the chairman to be interested in a particular
matter, they may require the chairman to leave the meeting to enable the Board to discuss and/or vote on such matter.
55.4 For the purpose of this Bye-law 55, "immediate family member" means, in relation to a Director, his child, step-child,
parent, step-parent, spouse, civil partner, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law or any person (other than a tenant or employee) sharing the household of the Director.
56. Indemnification and Exculpation of Directors and Officers
56.1 The Directors, Resident Representative, Secretary and other Officers (such term to include any person appointed to any
committee by the Board) for the time being acting in relation to any of the affairs of the Company, any subsidiary thereof
and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any
subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Company from and against all actions, costs, charges, liabilities, losses, damages and
expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason
of any act done, concurred in or omitted in or about the execution of the Company's business, or their duty, or supposed
duty, or in their respective offices or trusts, 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 Company shall or 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 Company shall be placed out on
or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or
trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or
dishonesty which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such
Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of
any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the
performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to
any matter in respect of any fraud or dishonesty which may attach to such Director or Officer. The indemnity provided to
the persons specified in this Bye-law shall apply if those persons are acting in the reasonable belief that they have been
appointed or elected to any office or trust of the Company, or any subsidiary thereof, notwithstanding any defect in such
appointment or election.
56.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability
incurred by him under the Act in his capacity as a Director or Officer or indemnifying such 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 or Officer may be guilty in relation to the Company or any
subsidiary thereof.
56.3 The Company 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.
56.4 No amendment or repeal of any provision of this Bye-law shall alter detrimentally the rights to the advancement of
expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment
or repeal.
MEETINGS OF THE BOARD OF DIRECTORS
57. Board Meetings
The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Subject to
these Bye-laws, a resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a
majority of the votes cast and in the case of an equality of votes the resolution shall fail.
58. Notice of Board Meetings
A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Notice
of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally
(including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other
mode of representing words in a visible form at such Director's last known address or in accordance with any other
instructions given by such Director to the Company for this purpose.
59. Electronic Participation in Meetings
Directors may participate in any meeting by such electronic means as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute
presence in person at such meeting. Such a meeting shall be considered to take place where the chairman of the meeting
establishes that the meeting is held.
60. Quorum at Board Meetings
The quorum necessary for the transaction of business at a meeting of the Board shall be two Directors. No meetings of the
Board shall be quorate if the majority of the Directors present consists of persons who are resident in the United Kingdom
for United Kingdom tax purposes.
61. Board to Continue in the Event of Vacancy
The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number
fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing
Directors or Director may act only for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the
Company.
62. Chairman to Preside
Unless otherwise agreed by a majority of the Directors attending, the chairman, if there be one, and if not, the president
(if he is a Director), if there be one, shall act as chairman at all meetings of the Board at which such person is present.
In their absence a chairman shall be appointed or elected by the Directors present at the meeting.
63. Written Resolutions
A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a
meeting of the Board duly called and constituted, such resolution to be effective at the place and on the date on which the
last Director signs the resolution provided that any such resolution shall be valid only if the signature of the last
Director to sign is affixed outside the United Kingdom. For the purposes of this Bye-law only, "Director" shall not include
an Alternate Director.
64. Validity of Prior Acts of the Board
No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the
Board which would have been valid if that regulation or alteration had not been made.
CORPORATE RECORDS
65. Minutes
The Board shall cause minutes to be duly entered in books provided for the purpose:
(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, and meetings of
committees appointed by the Board.
66. Place Where Corporate Records Kept
Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of
the Company.
67. Form and Use of Seal
67.1 The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals
for use in or outside Bermuda.
67.2 A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it
shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person
authorised by the Board for that purpose.
67.3 A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies
of documents.
ACCOUNTS
68. Books of Account
68.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in
particular with respect to:
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure
relates;
(b) all sales and purchases of goods by the Company; and
(c) all assets and liabilities of the Company.
68.2 Such records of account shall be kept at the registered office of the Company, or subject to the Act, at such other
place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.
69. Financial Year End
The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be the
nearest Saturday to 31st January in each year.
AUDITS
70. Annual Audit
Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the
Company shall be audited at least once in every year.
71. Appointment of Auditor
71.1 Subject to the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Members
shall appoint one or more Auditors to hold office until the close of the next annual general meeting.
71.2 No Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an
Auditor of the Company.
72. Remuneration of Auditor
The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may
determine.
73. Duties of Auditor
73.1 The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally
accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing
standards.
73.2 The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other
than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial
statements and the report of the Auditor shall identify the generally accepted auditing standards used.
74. Access to Records
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers
relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to
the books or affairs of the Company.
75. Financial Statements
Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be
laid before the Members in general meeting. A resolution in writing made in accordance with Bye-law 38 receiving,
accepting, adopting, approving or otherwise acknowledging financial statements shall be deemed to be the laying of such
statements before the Members in general meeting.
76. Distribution of Auditor's Report
The report of the Auditor shall be submitted to the Members in general meeting.
77. Vacancy in the Office of Auditor
If the office of Auditor becomes vacant by the resignation or death or the Auditor, or by the Auditor becoming incapable of
acting by reason of illness or other disability at a time when the Auditor's services are required, the vacancy thereby
created shall be filled in accordance with the Act.
VOLUNTARY WINDING-UP AND DISSOLUTION
78. Winding-Up
If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the
Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of
the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for
the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares
or other securities or assets whereon there is any liability.
CHANGES TO CONSTITUTION
79. Changes to Bye-laws
79.1 Subject to Bye-law 79.2, no Bye-law may be rescinded, altered or amended and no new Bye-law may be made until the same
has been approved by a resolution of the Board and by a resolution of the Members.
79.2 Bye-laws 40 (Election of Directors), 41 (Term of Office of Directors), 42 (No Share Qualification), 44 (Removal of
Directors), 56 (Indemnification and Exculpation of Directors and Officers), 79 (Changes to Bye-laws), 84 (Business
Combinations) and 85 (Amalgamations) may not be rescinded, altered or amended and no new Bye-law shall be made which would
have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a
resolution of the Board including the affirmative vote of not less than 75% of the Directors then in office and by a
resolution of the Members including the affirmative vote of not less than 75% per cent of the votes attaching to all Common
Shares in issue.
80. Discontinuance
The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant
to the Act.
COMPANY INVESTIGATIONS INTO INTERESTS IN SHARES
81. Provisions applicable to Bye-laws 82 and 83.
81.1 For the purposes of Bye-laws 82 and 83:
(a) "Relevant Share Capital" means any class of the Company's issued share capital; and for the avoidance of doubt, any
adjustment to or restriction on the voting rights attached to shares shall not affect the application of this Bye-law in
relation to interests in those or any other shares;
(b) "interest" means, in relation to Relevant Share Capital, any interest of any kind whatsoever in any shares comprised
therein (disregarding any restraints or restrictions to which the exercise of any right attached to the interest in the
share is, or may be, subject) and without limiting the meaning of "interest" a person shall be taken to have an interest in
a share if:
(i) he enters into a contract for its purchase by him (whether for cash or other consideration); or
(ii) not being the registered holder, he is entitled to exercise any right conferred by the holding of the share or is
entitled to control the exercise of any such right; or
(iii) he is a beneficiary of a trust where the property held on trust includes an interest in the share; or
(iv) otherwise than by virtue of having an interest under a trust, he has a right to call for delivery of the share to
himself or to his order; or
(v) otherwise than by virtue of having an interest under a trust, he has a right to acquire an interest in the share or is
under an obligation to take an interest in the share; or
(vi) he has a right to subscribe for the share,
whether in any case the contract, right or obligation is absolute or conditional, legally enforceable or not and evidenced
in writing or not, and it shall be immaterial that a share in which a person has an interest is unidentifiable;
(c) a person is taken to be interested in any shares in which his spouse or civil partner or any infant child or step-child
of his is interested; and "infant" means a person under the age of 18 years;
(d) a person is taken to be interested in shares if a body corporate is interested in them and:
(i) that body or its directors are accustomed to act in accordance with his directions or instructions; or
(ii) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of
that company,
PROVIDED THAT (a) where a person is entitled to exercise or control the exercise of one-third or more of the voting power
at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting
power at general meetings of another company (the "effective voting power") then, for purposes of Bye-law 81.1(d)(ii)
above, the effective voting power is taken as exercisable by that person and (b) for purposes of this Bye-law 81.1(d), a
person is entitled to exercise or control the exercise of voting power if he has a right (whether subject to conditions or
not) the exercise of which would make him so entitled or he is under an obligation (whether or not so subject) the
fulfillment of which would make him so entitled.
81.2 The provisions of Bye-laws 82 and 83 are in addition to any and separate from other rights or obligations arising at
law or otherwise.
82. Power of the Company to Investigate Interests in Shares
82.1 The Company may give notice under this Bye-law (a "Bye-law 82 Notice") to any person whom the Company knows or has
reasonable cause to believe:
(a) to be interested in shares comprised in the Relevant Share Capital; or
(b) to have been so interested at any time during the three years immediately preceding the date on which the notice is
issued.
82.2 The Bye-law 82 Notice may request the person:
(a) to confirm that fact or (as the case may be) to indicate whether or not it is the case; and
(b) if he holds, or has during that time held, any such interest, to give such further information as may be requested in
accordance with this Bye-law 82.
82.3 A Bye-law 82 Notice may request the person to whom it is addressed to give particulars of his own past or present
interest in shares comprised in the Relevant Share Capital (held by him at any time during the three year period mentioned
in Bye-law 82.1).
82.4 The Bye-law 82 Notice may request the person to whom it is addressed, where:
(a) the interest is a present interest and any other interest in the shares subsists; or
(b) another interest in the shares subsisted during that three year period at a time when his own interest subsisted,
to give, so far as lies within his knowledge, such particulars with respect to that other interest as may be requested by
the notice including the identity of persons interested in the shares in question.
82.5 The Bye-law 82 Notice may request the person to whom it is addressed where his interest is a past interest, to give
(so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his
ceasing to hold it.
82.6 The information requested by a Bye-law 82 Notice must be given within such time as may be specified in the notice,
being a period of not less than 5 days following service thereof.
82.7 For the purposes of this Bye-law 82:
(a) a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to
the Company a notification whether following service of a Bye-law 82 Notice or otherwise which either:
(i) names such person as being so interested; or
(ii) (after taking into account any such notification and any other relevant information in the possession of the Company)
the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares.
83. Failure to Disclose Interests in Shares
83.1 For the purpose of this Bye-law:
(a) "Exempt Transfer" means, in relation to shares held by a Member:
(i) a transfer by way of, or in pursuance of, acceptance of a takeover offer for the Company meaning an offer to acquire
all the shares, or all the shares of any class or classes, in the Company (other than shares which at the date of the offer
are already held by the offeror), being an offer on terms which are the same in relation to all the shares to which the
offer relates or, where those shares include shares of different classes, in relation to all the shares of each class;
(ii) a transfer in consequence of a sale made through the New York Stock Exchange or any stock exchange selected by the
Company outside the United States of America on which any shares are normally traded; or
(iii) a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the
beneficial interest in the shares to a person who is unconnected with the Member and with any other person appearing to be
interested in the shares;
(b) "interested" is construed as it is for the purpose of Bye-law 82;
(c) a person, other than the Member holding a share, shall be treated as appearing to be interested in such share if the
Member has informed the Company that the person is or may be so interested, or if the Company (after taking account of
information obtained from the Member or, pursuant to a Bye-law 82 Notice, from anyone else) knows or has reasonable cause
to believe that the person is or may be so interested;
(d) reference to a person having failed to give to the Company information required by Bye-law 82, or being in default of
supplying such information, includes references to his having:
(i) failed or refused to give all or any part of such information; and
(ii) given information which he knows to be false in a material particular or recklessly given information which is false
in a material particular; and
(e) "transfer" means a transfer of a share or (where applicable) a renunciation of a renounceable letter of allotment or
other renounceable document of title relating to a share.
83.2 Where a Bye-law 82 Notice is given by the Company to a Member, or another person appearing to be interested in shares
held by such Member, and the Member or other person has failed in relation to any shares ("Default Shares", which
expression applies also to any shares issued after the date of the Bye-law 82 Notice in respect of those shares and to any
other shares registered in the name of such Member at any time whilst the default subsists) to give the Company the
information required within fourteen days after the date of service of the Bye-law 82 Notice (and whether or not the
Bye-law 82 Notice specified a different period), unless the Board in its absolute discretion otherwise decides:
(a) the Member is not entitled in respect of the Default Shares to be present or to vote (either in person or by proxy) at
a general meeting or at a separate meeting of the holders of a class of shares or at an adjourned meeting or on a poll, or
to exercise other rights conferred by membership in relation to any such meeting or poll; and
(b) where the Default Shares represent at least 0.25 per cent. in nominal value of the issued shares of their class:
(i) a dividend (or any part of a dividend) payable in respect of the Default Shares (except on a winding up of the Company)
may be withheld by the Company, which shall have no obligation to pay interest on such dividend;
(ii) the Member shall not be entitled to elect to receive shares instead of a dividend; and
(iii) the Board may, in its absolute discretion, refuse to register the transfer of any Default Shares (subject, in the
case of any uncertificated shares, to the Uncertificated Securities Regulations) unless:
(1) the transfer is an Exempt Transfer; or
(2) the Member is not himself in default in supplying the information required and proves to the satisfaction of the Board
that no person in default of supplying the information required is interested in any of the shares which are the subject of
the transfer.
83.3 The sanctions under Bye-law 83.2 shall cease to apply seven days after the earlier of:
(a) receipt by the Company of notice of an Exempt Transfer, but only in relation to the shares transferred; and
(b) receipt by the Company, in a form satisfactory to the Board, of all the information required by the Bye-law 82 Notice.
83.4 The Board may:
(a) give notice in writing to any Member holding Default Shares in uncertificated form requiring the Member:
(i) to change his holding of such shares from uncertificated form into certificated form within a specified period; and
(ii) then to hold such Default Shares in certificated form for so long as the default subsists; and
(b) appoint any person to take any steps, by instruction, by means of the Uncertificated System or otherwise, in the name
of any holder of Default Shares as may be required to change such shares from uncertificated form into certificated form
(and such steps shall be effective as if they had been taken by such holder).
83.5 Any notice referred to in this Bye-law may be served by the Company upon the addressee either personally or by sending
it through the post in a pre paid letter addressed to the addressee at his usual or last known address.
BUSINESS COMBINATIONS AND AMALGAMATIONS
84. Business Combinations
84.1 Any Business Combination with any Interested Shareholder within a period of three years following the time of the
transaction in which the person become an Interested Shareholder must be approved by the Board and authorised at a general
meeting by the affirmative vote of at least 66 2/3% of the issued Common Shares that are not owned by the Interested
Shareholder unless:
(a) prior to the time that the person became an Interested Shareholder, the Board approved either the Business Combination
or the transaction which resulted in the person becoming an Interested Shareholder; or
(b) upon consummation of the transaction which resulted in the person becoming an Interested Shareholder, the Interested
Shareholder owned at least 75% of the Common Shares in issue at
the time the transaction commenced, excluding for the purposes of determining the number of Common Shares in issue those
Common Shares owned by:
(i) persons who are both Directors and Officers, or
(ii) employee share plans in which employee participants do not have the right to determine whether shares held subject to
the plan will be tendered in a tender or exchange offer.
84.2 The restrictions contained in Bye-law 84.1 shall not apply if:
(a) a Member:
(i) becomes an Interested Shareholder inadvertently; and
(ii) as soon as practicable divests itself of ownership of sufficient shares so that the Member ceases to be an Interested
Shareholder; and
(iii) would not, at any time within the three-year period immediately prior to a Business Combination between the Company
and such Member, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or
(b) the Business Combination is proposed prior to the consummation or abandonment of, and subsequent to the public
announcement of, a proposed transaction which:
(i) constitutes one of the transactions described in the following sentence;
(ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an
Interested Shareholder with the approval of the Board; and
(iii) is approved or not opposed by a majority of the members of the Board then in office who were Directors prior to any
person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to
succeed such Directors by resolution of the Board approved by a majority of such Directors.
(c) The proposed transactions referred to in the preceding sentence are limited to:
(i) a merger, amalgamation or consolidation of the Company (except an amalgamation in respect of which, pursuant to the
Act, no vote of the shareholders of the Company is required);
(ii) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of
transactions), whether as part of a dissolution or otherwise, of assets of the Company or of any entity directly or
indirectly wholly-owned or majority-owned by the Company (other than to the Company or any entity directly or indirectly
wholly-owned by the Company) having an aggregate market value equal to 50% or more of either the aggregate market value of
all of the assets of the Company determined on a consolidated basis or the aggregate market value of all the issued shares
of the Company; or
(iii) a proposed tender or exchange offer for 50% or more of the issued Common Shares.
84.3 For the purpose of this Bye-law 84 only, the term:
(a) "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, another person;
(b) "associate", when used to indicate a relationship with any person, means:
(i) any company, partnership, unincorporated association or other entity of which such person is a director, officer or
partner or is, directly or indirectly, the owner of 20% or more of any class of voting shares;
(ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person
serves as trustee or in a similar fiduciary capacity; or
(iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person;
(c) "Business Combination", when used in reference to the Company and any Interested Shareholder of the Company, means:
(i) any merger, amalgamation or consolidation of the Company or any entity directly or indirectly wholly-owned or
majority-owned by the Company, wherever incorporated, with:
(1) the Interested Shareholder or any of its affiliates, or
(2) any other company, partnership, unincorporated association or other entity if the merger, amalgamation or consolidation
is caused by the Interested Shareholder;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of
transactions), except proportionately as a shareholder of the Company, to or with the Interested Shareholder, whether as
part of a dissolution or otherwise, of assets of the Company or of any entity directly or indirectly wholly-owned or
majority-owned by the Company which assets have an aggregate market value equal to 10% or more of either the aggregate
market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the
issued shares of the Company;
(iii) any transaction which results in the issue or transfer by the Company or by any entity directly or indirectly
wholly-owned or majority-owned by the Company of any shares of the Company, or any share of such entity, to the Interested
Shareholder, except:
(1) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into
shares of the Company, or shares of any such entity, which securities were issued prior to the time that the Interested
Shareholder became such;
(2) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable
for, exchangeable for or convertible into shares of the Company, or shares of any such entity, which security is
distributed, pro rata to all holders of a class or series of shares subsequent to the time the Interested Shareholder
became such;
(3) pursuant to an exchange offer by the Company to purchase shares made on the same terms to all holders of such shares;
or
provided however, that in no case under items (2) or (3) of this subparagraph, shall there be an increase in the Interested
Shareholder's proportionate share of any class or series of shares;
(iv) any transaction involving the Company or any entity directly or indirectly wholly-owned or majority-owned by the
Company which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of
shares, or securities convertible into any class or series of shares of the Company, or shares of any such entity, or
securities convertible into such shares, which is owned by the Interested Shareholder, except as a result of immaterial
changes due to fractional share adjustments or as a result of any repurchase or redemption of any shares not caused,
directly or indirectly, by the Interested Shareholder; or
(v) any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a
shareholder of the Company), of any loans, advances, guarantees, pledges or other financial benefits (other than those
expressly permitted in this Bye-law 84.3(c)) provided by or through the Company or any entity directly or indirectly
wholly-owned or majority-owned by the Company;
(d) "control", including the terms "controlling", "controlled by" and "under common control with", means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting shares, by contract or otherwise. A person who is the owner of 20% or more of the voting
shares of any company, partnership, unincorporated association or other entity shall be presumed to have control of such
entity, in the absence of proof by a preponderance of the evidence to the contrary; provided that notwithstanding the
foregoing, such presumption of control shall not apply where such person holds voting shares, in good faith and not for the
purpose of circumventing this provision, as an agent, bank, broker, nominee, custodian or trustee for one or more owners
who do not individually or as a group have control of such entity;
(e) "Interested Shareholder" means any person (other than the Company and any entity directly or indirectly wholly-owned or
majority-owned by the Company) that:
(i) is the owner of 15% or more of the issued Common Shares;
(ii) is an affiliate or associate of the Company and was the owner of 15% or more of the Common Shares at any time within
the three-year period immediately prior to the date on which it is sought to be determined whether such person is an
Interested Shareholder; or
(iii) is an affiliate or associate of any person listed in (i) or (ii) above; provided, however, that the term "Interested
Shareholder" shall not include any person whose ownership of shares in excess of the 15% limitation set out herein is the
result of action taken solely by the Company unless such person referred to in this proviso acquires additional Common
Shares otherwise than as a result of further corporate action not caused, directly or indirectly, by such person.
For the purpose of determining whether a person is an Interested Shareholder, the Common Shares deemed to be in issue shall
include Common Shares deemed to be owned by the person through application of Bye-law 84.3(f), but shall not include any
other unissued shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise;
(f) "owner", including the terms "own" and "owned", when used with respect to any shares, means a person that individually
or with or through any of its affiliates or associates:
(i) beneficially owns such shares, directly or indirectly; or
(ii) has:
(1) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of shares tendered
pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such
tendered shares are accepted for purchase or exchange; or
(2) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided, however, that a person
shall not be deemed the owner of any shares because of such person's right to vote such shares if the agreement,
arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a
proxy or consent solicitation made to 10 or more persons; or
(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant
to a revocable proxy or consent as described in Bye-law 84.3(f)(ii)(2)), or disposing of such shares with any other person
that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares;
(g) "person" means any individual, company, partnership, unincorporated association or other entity; and
(h) "voting shares" means, with respect to any company, shares of any class or series entitled to vote generally in the
election of directors and, with respect to any entity that is not a company, any equity interest entitled to vote generally
in the election of the governing body of such entity.
85. Amalgamations
85.1 Subject to Bye-law 85.2, the Company shall not amalgamate with any other company unless the amalgamation agreement
relating thereto has been approved by a resolution of the Members passed by a majority of not less than 75% of the total
voting rights attaching to all the issued shares in the capital of the Company entitled to vote on such resolution. The
quorum for a meeting convened to pass such a resolution shall be two or more persons present representing in person or by
proxy in excess of 50% of the total voting rights attaching to all the issued shares in the capital of the Company entitled
to vote on such resolution present throughout the meeting.
85.2 Bye-law 85.1 shall not apply to an amalgamation which has been approved by the Board prior to the commencement of the
meeting convened to pass the resolution approving the amalgamation agreement relating thereto. In respect of any such
amalgamation which the Act requires to be approved by the Members, the amalgamation agreement relating thereto shall be
approved by a resolution of the Members passed by a simple majority of the votes cast by those attending and voting at the
meeting. The quorum for a meeting convened to pass such a resolution shall be two or more Members present in person or by
proxy.
Exhibit 4.1
EXECUTION COPY
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of June 30, 2014 among SIGNET UK FINANCE PLC, a public limited company
incorporated under the laws of England and Wales (the "Company"), each of the entities identified as an "Existing
Guarantor" on the signature pages hereto (individually, an "Existing Guarantor" and, collectively, the "Existing
Guarantors"), each of the entities identified as a "New Guarantor" on the signature pages hereto (individually, a "New
Guarantor" and, collectively, the "New Guarantors" and, together with the Existing Guarantors, the "Guarantors") and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the "Trustee").
RECITALS
A. The Company, the Existing Guarantors and the Trustee executed and delivered (i) an Indenture, dated as of May 19, 2014
(the "Base Indenture"), to provide for the issuance by the Company from time to time of unsubordinated debt securities (the
"Securities") and for the issuance of guarantees of the Securities and (ii) the First Supplemental Indenture, dated as of
May 19, 2014 (the "First Supplemental Indenture" and, together with the Base Indenture and this Second Supplemental
Indenture, the "Indenture"), relating to the Company's $400,000,000 aggregate principal amount of 4.700% Senior Notes due
2024 (the "Offered Securities") .
B. Pursuant to Section 1.3 of the First Supplemental Indenture, the Company agreed to cause the New Guarantors to provide
guarantees of the Offered Securities.
C. The entry into of this Second Supplemental Indenture by the parties hereto is in all respects authorized by the
provisions of the Base Indenture.
D. The Company and the Guarantors desire to enter into this Second Supplemental Indenture pursuant to Section 9.01 of the
Base Indenture to add the New Guarantors as Guarantors with respect to the Offered Securities.
E. All things necessary to make this Second Supplemental Indenture a valid indenture have been done.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Company, the Guarantors and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Offered
Securities as follows:
Section 1.1 Definitions.
Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed thereto in
the Base Indenture or the First Supplemental Indenture, as applicable.
Section 1.2 Guarantees. Each New Guarantor hereby unconditionally guarantees the Company's obligations for the due and
punctual payment of the principal of, premium, if any, and interest on each Security that is authenticated and delivered by
the Trustee under the Indenture, including the Offered Securities, and the performance and observance of each other
obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company, on the terms and
subject to the conditions set forth in Article XV of the Base Indenture and Section 1.3 of the First Supplemental Indenture
and agrees to be bound by all other provisions of the Indenture and any Security that is authenticated and delivered by the
Trustee under the Indenture applicable to a Guarantor therein. Each New Guarantor agrees that its Guarantee shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on any such
Security, including the Offered Securities. Notwithstanding the
foregoing, and anything to the contrary contained in Article XV of the Base Indenture or Section 1.3 of the First
Supplemental Indenture, ZCSC, LLC, a Delaware limited liability company and a New Guarantor, shall be a Guarantor and be
bound by the applicable provisions of the Indenture only to the extent permitted by applicable law.
Section 1.3 No Recourse Against Others.
No director, officer, manager, employee, incorporator or holder of any equity interest of any New Guarantor shall have any
liability for any obligations of the Company or the Guarantors (including the New Guarantors) under the Offered Securities,
any Guarantees, the Indenture (include this Second Supplemental Indenture and any other supplemental indentures) or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Offered
Securities waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Offered Securities.
Section 1.4 Confirmation of Indenture.
The Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and
confirmed, and the Base Indenture, the First Supplemental Indenture, this Second Supplemental Indenture and all indentures
supplemental thereto with respect to the Offered Securities shall be read, taken and construed as one and the same
instrument.
Section 1.5 Concerning the Trustee.
In carrying out the Trustee's responsibilities hereunder, the Trustee shall have all of the rights, protections and
immunities which it possesses under the Indenture. The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Second Supplemental Indenture.
Section 1.6 Governing Law.
This Second Supplemental Indenture shall be deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said State.
Section 1.7 Separability.
In case any provision in this Second Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 1.8 Counterparts.
This Second Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 1.9 No Benefit.
Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto
and their successors or assigns, and the Holders of the Offered Securities, any benefit or legal or equitable rights,
remedy or claim under the Indenture.
Section 1.10 Judgment Currency.
The Company and the Guarantors, jointly and severally, agree to indemnify each Holder against any loss incurred by such
Holder as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order
being expressed and paid in a currency (the "judgment currency") other than U.S. dollars and as a result of any variation
as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose
of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars
with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall
constitute a separate and independent obligation of the Company and each Guarantor and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" shall include any premiums and
costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed all as of the day
and year first above written.
SIGNET UK FINANCE PLC,as Issuer
By: /s/ Ronald Ristau
Name: Ronald Ristau
Title: Director
SIGNET JEWELERS LIMITED,as an Existing Guarantor
By: /s/ Ronald Ristau
Name: Ronald Ristau
Title: Chief Financial Officer
SIGNET US FINANCE LIMITED,as an Existing Guarantor
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
SIGNET GROUP LIMITED,as an Existing Guarantor
By: /s/ Ronald Ristau
Name: Ronald Ristau
Title: Director
SIGNET TRADING LIMITED,as an Existing Guarantor
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
Title:
Director
[Signature Page to Second Supplemental Indenture]
H. SAMUEL LIMITED,as an Existing Guarantor
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
ERNEST JONES LIMITED,as an Existing Guarantor
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
LESLIE DAVIS LIMITED,as an Existing Guarantor
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
CHECKBURY LIMITED,as an Existing Guarantor
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
SIGNET US HOLDINGS, INC.,as an Existing Guarantor
By: /s/ Mark S. Light
Name: Mark S. Light
Title: Chief Executive Officer and President
SIGNET U.S. SERVICES INC.,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
George S. Frankovich
Title:
Vice President and Secretary
[Signature Page to Second Supplemental Indenture]
SIGNET GROUP TREASURY SERVICES INC.,as an Existing Guarantor
By: /s/ Ronald Ristau
Name: Ronald Ristau
Title: Vice President
STERLING JEWELERS INC.,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
ULTRA STORES, INC.,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
STERLING ECOMM LLC,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
STERLING JEWELERS LLC,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
Title:
Vice President and Secretary
[Signature Page to Second Supplemental Indenture]
SCAMP & SCOUNDREL LLC,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
SIGNET GROUP SERVICES US INC.,as an Existing Guarantor
By: /s/ Ronald Ristau
Name: Ronald Ristau
Title: President
STERLING INC.,as an Existing Guarantor
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
ZALE CORPORATION,as a New Guarantor
By: /s/ Ronald Ristau
Name: Ronald Ristau
Title: Chief Financial Officer
ZALE DELAWARE, INC.,as a New Guarantor
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
Title:
Chief Executive Officer
[Signature Page to Second Supplemental Indenture]
ZALE INTERNATIONAL, INC.,as a New Guarantor
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
ZAP, INC.,as a New Guarantor
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
ZGCO, LLC,as a New Guarantor
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
TXDC, L.P.,as a New Guarantor
By ZALE DELAWARE, INC., its General Partner
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
Title:
Chief Executive Officer
[Signature Page to Second Supplemental Indenture]
ZALE CANADA CO.,as a New Guarantor
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
ZCSC, LLC,as a New Guarantor
By: /s/ Ken Brumfield
Name: Ken Brumfield
Title: President and Chief Executive Officer
ZALE PUERTO RICO, INC.,as a New Guarantor
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