As filed with the Securities and Exchange Commission on May 4, 20079, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
| (Mark One) | ||
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | ||
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended: February 2, 2008 | ||
| OR | ||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | ||
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| Date of event requiring this shell company report _____________ | ||
| For the transition period from _____________ to ____________ | ||
Date of event requiring this shell company report_____________For the transition period from _____________to ____________
Commission file number 001-32349
SIGNET GROUP plc
(Exact Name of Registrant as Specified in Its Charter)
England
(Jurisdiction of Incorporation or Organization)
15 Golden Square, London W1F 9JG
(Address of Principal Executive Offices)
Mark Jenkins, Group Company Secretary – Tel: 44 207 317 9706, Fax: 44 207 734 9376, email: Mark.Jenkins@signet.co.uk,
15 Golden Square, London W1F 9JG England
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which |
| American Depositary Shares, each representing 10 Ordinary Shares of | The New York Stock Exchange | |
| Ordinary Shares of | The New York Stock Exchange* |
| *Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission. | |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
(Title of Class)
The number of issued shares of each class of stock of Signet Group plc as of February 3, 2007 was:
Ordinary Shares of 0.5p each: 1,713,553,809
| Securities registered or to be registered pursuant to Section 12(g) of the Act: None |
| Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None |
| (Title of Class) |
| The number of issued shares of each class of stock of Signet Group plc as of February 2, 2008 was: |
| Ordinary Shares of 0.9c each: 1,705,510,466 | |
| Deferred Shares of £1 each: 50,000 | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
| Yes |  | |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
| Yes |  | |
Note — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accredited filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | | Non-accelerated filer |
Indicate by check mark which financial statement item the registrant has elected to follow.
| Item 17 | Item |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP |
| International Financial Reporting Standards as issued by the International Accounting Standards Board |
| Other |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | | |
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 20062008 Form 20-F of Signet Group plc (the “Company”) set out below is being incorporated by reference from the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated and submitted on May 4, 2007.1, 2008.
References below to major headings include all information under such major headings, including subheadings, unless such reference is part of a reference to a subheading, in which case such reference includes only the information contained under such subheading. Graphs and tabular data are not included unless specifically identified below. For clarification, “Note 32 – Company balance sheet” in the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” is not included herein by reference in this document.
The information set forth under headings “Cautionary statement regarding forward-looking statements”, “Description of property & Group employees -– Trademarks and trade names” and “Competitive strengths” in the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
PART I
ITEM 1 -– IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2 -– OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
A. Selected financial data
The information (including tabular data) set forth under the headingsheading “Risk and other factors -– financial market risks” on page 44,49, “Risk and other factors -– exchange rates between the pound sterling and the US dollar” on page 44,50, “Note 30: Summary of differences between IFRS and US GAAP” on pages 116 to 122, and “Selected financial data” on pages 123137 and 124138 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B. Capitalization and indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
D. Risk factors
The information (including tabular data) set forth under the heading “Risk and other factors” on pages 3944 to 4550 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
ITEM 4 -– INFORMATION ON THE COMPANY
A. History and development of the company
The information set forth under the heading “Shareholder information -– history” on page 117129 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B. Business overview
The information (including tabular data) set forth under the headings “Chairman’s statement” on page 2, “Group Chief Executive’s review” on pages 3 to 6, “US operating review” on pages 812 to 17,21, “UK operating review” on pages 1824 to 23,29, US “Regulation” on page 17,21, UK “Regulation” on page 23, “Financial29, “Group financial review” on pages 2935 to 38,43, “Risk and other factors -– Suppliers” on page 42,47, “Risk and other factors -– Raw materials and the supply chain” on page 42,47, “Risk and other factors -– Seasonality” on page 42,48, “Description of propertyproperties & Group employees -– Trademarks and trade names” on page 24,30, and “Note 2: Segmental information” on page 8591 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
C. Organizational structure
The information (including tabular data) set forth under the heading “Note 29:28: Principal subsidiary undertakings” on page 105115 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
D. Property, plants and equipment
The information set forth under the heading “Description of propertyproperties & Group employees” on page 2430 and “Note 24: Commitments: Operating lease commitments – minimum lease payments” on page 111 to 112 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
ITEM 5 -– OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A.Operating results
The information (including tabular data) set forth under the headings “US operating review” on pages 812 to 17,21, “UK operating review” on pages 1824 to 23,29, and “Financial“Group Financial review” on pages 2935 to 3843 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B.B.Liquidity and capital resources
The information (including tabular data) set forth under the headings “Financial“Group Financial review -– Liquidity and capital resources” on pages 3238 to 3340 and “Note 18: Financial liabilities – borrowings” on pages 93 and 94101 to 103 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
C.C.Research and development, patents and licenses, etc
Not applicable.
D.D.Trend information
The information (including tabular data) set forth under the headings “US operating review” on pages 812 to 17,21, “UK operating review” on pages 1824 to 23, “Financial29, “Group Financial review” on pages 2935 to 38,43, and “Risk and other factors” on pages 3944 to 4550 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
E.E.Off-balance sheet arrangements
Not applicable.
F.F.Tabular disclosure of contractual arrangements
The information (including tabular data) set forth under the heading “Financial“Group Financial review -– Contractual obligations as at 32 February 2007”2008” on page 34pages 39 and 40 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
G.G.Safe harbor
The information set forth under the headings “Cautionary statement regarding forward-looking statements ” on page 1the inside front cover and “Risk and other factors -– Forward-looking statements” on page 3944 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
ITEM 6 -– DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and senior management
The information set forth under the heading “Directors, officers and advisers” on pages 4651 to 4752 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B. Compensation
The information (including tabular data) set forth under the heading “Directors’ remuneration report” on pages 6067 to 7379 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
C. Board practices
The information set forth under the heading “Corporate governance statement” on pages 5056 to 54,60, “Directors’ remuneration report – Service contracts” on page 6874 and “Directors, officers and advisers – Committees” on page 4651 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
D. Employees
The information (including tabular data) set forth under the headings “Description of propertyproperties & Group employees – Group employees” on page 2430 and “Note 7: Directors and employees” on page 87pages 93 and 94 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
E. Share ownership
The information (including tabular data) set forth under the headings “Note 28:27: Share options” on pages 103 and 104113 to 115 and “Directors’ remuneration report -– Directors’ interests in shares” on pages 7076 to 7379 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
ITEM 7 -– MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major shareholders
The information (including tabular data) set forth under the headings “Shareholder information – Nature of trading market” on page 118130, “Shareholder information – Substantial shareholdings and control of the Company” on pages 131 and 132, and “Shareholder information -– Substantial shareholdings notified to the Company up to 178 April 2007”2008” on page 120132 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B. Related party transactions
The information set forth under the heading “Note 30:29: Related party transactions” on page 105115 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
C. Interests of experts and counsel
Not applicable.
ITEM 8 -– FINANCIAL INFORMATION
A. Consolidated statement and other financial information
The information (including tabular data) set forth on pages 7682 to 111122 (including the information set forth under the subheading “Notes to the accounts”) and “Selected financial data” on pages 123 and 124 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference. The information set forth in Exhibit 15.1 hereto “Report of Independent Registered Public Accounting Firm” is incorporated in this section by reference.
B. Significant changes
Not applicable.
ITEM 9 -– THE OFFER AND LISTING
A. Offer and listing details
The information (including tabular data) set forth under the heading “Shareholder information – Nature of trading market” on page 118130 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B. Plan of distribution
Not applicable.
C. Markets
The information set forth under the heading “Shareholder information – Nature of trading market” on page 118130 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
ITEM 10 -– ADDITIONAL INFORMATION
A. Share capital
Not applicable.
B. Memorandum and articles of association
The information set forth under the headingheadings “Shareholder information -– History” on page 117129, “Directors’ remuneration report” on pages 67 to 79, “Note 22: Share capital” on pages 108 and 109, and “Shareholder information: substantial shareholdings and control of the Company” on pages 131 and 132 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
C. Material contracts
Not applicable.
D. Exchange controls
The information set forth under the heading “Shareholder information -– Exchange controls and other limitations affecting security holders” on page 120132 and “Shareholder information – Dividends” on page 119131 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
E. Taxation
The information set forth under the headingheadings “Shareholder information – Taxation”Taxation, “Shareholder information – Taxation of capital gains”, “Shareholder information – US information reporting and US backup withholding”, “Shareholder information – Inheritance tax”, and “Shareholder information – UK stamp duty and stamp duty reserve tax” on pages 120134 to 122136 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
F. Dividends and paying agents
Not applicable.
G. Statement by experts
Not applicable.
H. Documents on display
The information set forth under the heading “Shareholder contacts -– Documents on display” on page 128143 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
In addition, we file reports and other information with the United States Securities and Exchange Commission (the “SEC”). You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.
I. Subsidiary information
Not applicable.
ITEM 11 -– QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information (including tabular data) set forth under the headings ““Group Financial review” on pages 2935 to 38,43, “Risk and other factors – Financial market risks” on page 44,49, “Risk and other factors – Fair value changes arising from:” on page 44,50, and “Note 27:26: Financial instruments” on pages 102112 and 103113 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
ITEM 12 -– DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13 -– DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14 -– MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15 -– CONTROLS AND PROCEDURES
The information set forth under the headings “Corporate governance statement – Internal controls” on pages 5359 and 5460 and “Corporate governance statement – Management’s annual report on internal control over financial reporting” on page 5460 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Signet Group plc:
We have audited management's assessment, included in the accompanying Management’s Annual Report in Internal Control over Financial Reporting that Signet Group plc, maintained effectiveplc’s internal control over financial reporting as of 3 February 2007,2, 2008, based on criteria established in Internal Control -– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO). Signet Group plc’splc's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company'sCompany’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control andbased on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Signet Group plc maintained effective internal control over financial reporting as of 3 February 2007 is fairly stated, in all material respects, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Signet Group plc maintained, in all material respects, effective internal control over financial reporting as of 3 February 2007,2, 2008, based on criteriaoncriteria established in Internal Control -– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Signet Group plc and subsidiariesandsubsidiaries as of February 2, 2008 and February 3, February 2007, and 28 January 2006 and the related consolidated income statements, consolidated statements of recognizedrecognised income and expense and consolidated statements of cash flow statementsflows for the 52 weeks ended February 2, 2008, the 53 week periodweeks ended February 3, February 2007 and each of the 52 week periodsweeks ended January 28, January 2006, and 29 January 2005 and our report dated 18 April 2007 expressed9, 2008expressed an unqualified opinion on those consolidated financial statements.statements.
/s/ KPMG Audit Plc
KPMG Audit PlcChartered Accountants8 Salisbury Square
London,
United KingdomEC4Y 8BB
18 April 20079, 2008
A – Audit Committee Financial Expert
The information set forth under the heading “Corporate governance statement – The Audit Committee” on pages 51 and 52page 57 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
B – Code of Ethics
The information set forth under the heading “Corporate governance statement – Business conduct and ethics” on page 5258 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
C – Principal Accountant Fees and Services
The information (including tabular data) set forth under the headings “Corporate governance statement – The Audit Committee” on pages 51 and 52,page 57, and “Note 3: Operating profit” on page 8692 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
D – Exemptions from the Listing Standards for Audit Committees
Not applicable.
E – Purchases of Equity Securities by the Issuer and Affiliated Purchases
The information (including tabular data) set forth under the heading “Shareholder information – Information on share buyback programme” on page 119131 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference.
PART IIII
ITEM 17 -– FINANCIAL STATEMENTS
The information set forth in Exhibit 15.1 hereto “Report of Independent Registered Public Accounting Firm” is incorporated in this section by reference.
The information (including tabular data) set forth on pages 7682 to 111122 (including the information set forth under the subheading “Notes to the accounts”) and “Selected financial data” on pages 123 and 124 of the Company’s “Annual Report & Accounts 53 weeksYear ended 32 February 2007”2008” furnished as an exhibit to its Report on Form 6-K dated May 4, 20071, 2008 is incorporated herein by reference. The financial information referenced above does not constitute the Company's statutory accounts for the 52 week period ended 2 February 2008 or 53 week period ended 3 February 2007. Statutory accounts for 53 week period ended 3 February 2007, which were prepared under International Financial Reporting Standards as adopted by the European Union, have been delivered to the registrar of companies, and those for the 52 week period ended 2 February 2008, prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board, will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and (iii) did not contain statements under section 237(2) or (3) of the Companies Act 1985.
ITEM 18 -– FINANCIAL STATEMENTS
The Company has responded to Item 17 in lieu of this item.
| 4.1 | Transfer and Servicing Agreement, dated as of November 2, 2001, between Sterling Receivables Corp., Sterling Jewelers Inc., and Sterling Jewelers Receivables Master Note Trust (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on April 22, 2004 (File No. 033-22663)). | |
| 4.2 | Executive Service Agreement, dated as of June 14, 1995, between the Company and Walker Boyd, as amended May 15, 2000 (incorporated herein by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 31, 2001 (File No. 033-22663)). | |
| 4.4 | Signet Group plc 2000 Long-Term Incentive Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on July 24, 2000 (File No. 333-12304)). | |
| 4.5 | Signet Group plc Employee Stock Savings Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on November 19, 1998 (File No. 333-09634)). | |
| 4.6 | Signet Group plc 1993 Executive Share Option Scheme (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on June 22, 1998 (File No. 333-08764)). | |
| 4.7 | $390 million Multicurrency Revolving Facilities Agreement, dated September 28, 2004, among Signet Group plc, Barclay Capital, HSBC Bank plc, The Royal Bank of Scotland plc and Wachovia Bank, N.A. (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 3, 2005 (File No. 001-32349)). | |
| 4.8 | Employment Agreement between Signet Trading Limited and Robert Anderson dated March 1, 2003 (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 3, 2005 (File No. 001-32349)). | |
| 4.9 | Note Purchase Agreement dated as of March 30, 2006, among Signet Group plc and the several Purchasers who are party thereto (incorporated herein by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)). | |
| 4.10 | Amendment No.1 to Amended and Restated Employment Agreement, dated as of January 12, 2006, by and among Sterling Jewelers Inc. and Terry Burman (incorporated herein by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)). | |
| 4.12 | Amendment No.1 to Amended and Restated Employment Agreement, dated as of January 12, 2006, by and among Sterling Jewelers Inc. and Mark S. Light (incorporated herein by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)). | |
| 4.13 | Signet Group plc 2005 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F, as filed | |
| with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)). | ||
| 8.1 | List of Significant Subsidiaries of Signet Group plc (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on April 22, 2004 (File No. 033-22663)). | |
| 12.1 | Section 302 Certification of Walker Boyd. | |
| 12.2 | Section 302 Certification of Terry Burman. | |
| 13.1 | Certification of Walker Boyd pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 13.2 | Certification of Terry Burman pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 15.1 | Report of Independent Registered Public Accounting Firm. | |
| 15.2 | Consent of KPMG Audit Plc. | |
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Signet Group plc | ||
| By: | /s/ Walker Boyd | |
| Name: Walker Boyd | ||
| Title: Group Finance Director | ||
London, England
May 4, 20079, 2008