SIGNET
William H Thompson
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
SC/JV/041
February 6, 2007
RE: SIGNET GROUP PLC
FORM 20-F FOR FISCAL YEAR ENDED JANUARY 28, 2006
FILE NO. 1-32349
Dear Mr. Thompson,
Thank you very much for your letter dated January 18, 2007 setting forth
comments of the staff of the Division of Corporation Finance (the "Staff") of
the Securities and Exchange Commission (the "Commission") on the Form 20-F (the
"2005 Form 20-F") for the fiscal year ended January 28, 2006 of Signet Group plc
(the "Company"). This letter was in response to the Company's initial response
to the Staff's initial comment letter dated September 28, 2006.
Please find attached the Company's responses to the comments raised in your
letter. To facilitate the Staff's review, the captions and numbered comments
from the Staff's comment letter of January 18 have been reproduced below in
italics. The Company's response follows each comment.
Note 1. Principal accounting policies, page 70
1. We reviewed your response to comment no. 8 in our letter dated
September 28, 2006. The affirmative statement we want you to make in
your future filings is an explicit and unreserved statement that your
financial statements comply with all the requirements of the standards
adopted by the International Accounting Standards Board rather than
stating that your financial statements comply with all the requirements
of IFRS as adopted by the European Union. Since you state that the
differences between the two are not material to the Group, we believe
you should be able to provide such an affirmative statement. Please
confirm to us that your financial statements comply with all the
requirements of IFRSs as published by the IASB and that you will make
an affirmative statement to that effect in your future filings.
Reference is made to IAS 1, paragraph 14.
In respect of your comments on IAS 1.14, we note that EU law confirms
(specifically in respect of IFRS 1) that references to IAS/IFRS are not general
references to the standards issued by the IASB but instead that "References in
SIGNET GROUP PLC, 15 Golden Square, London, W1F 9JG
Tel: 020 7317 9700 Fax: 020 7734 1452
Registered in England number 477692
IFRS 1 to IAS/IFRS shall be construed as references to IAS/IFRS as adopted by
the Commission on the basis of Regulation (EC) No 1606/2002" (see Regulation
2086/2004, Article 1, paragraph 2).
We believe that it is therefore appropriate that this should be made clear in
the accounting policies and that such a statement should refer to the financial
statements having been prepared `in accordance with all the International
Financial Reporting Standards as adopted by the European Union'. We note that
SEC Release numbers 33-8567 and 34-51535 "First Time Application of
International Financial Reporting Standards" II G states: "EU GAAP would appear
to constitute a comprehensive body of accounting standards for purposes of Item
8.A.2 and Item 17 and 18 of Form 20-F and would be accepted in SEC filings by EU
companies." Our understanding of the SEC Releases is that we would only be
required to include a reconciliation from EU GAAP to IFRS as published by the
IASB if we were seeking to rely on the accommodation granted by the SEC and
filing two years rather than three years of statements of income, changes in
stockholders equity and cash flows. In respect of the year ending February 3,
2007 and subsequent years, we will not be relying on this accommodation.
In order to avoid any potential confusion between IFRS as adopted by the
European Union and IFRS as published by the IASB, in future filings we will
refer to "adopted IFRS" (which we will define as IFRS as adopted by the European
Union) rather than simply "IFRS".
Note 31. Summary of differences between IFRS and US generally accepted
accounting principles, page 103
2. We reviewed your response to comment no.12 in our letter dated
September 28, 2006. Your proposed revisions do not provide the
previously requested disclosure. Accordingly, in your future filings,
please either provide an audited reconciliation from IFRS as adopted by
the European Union to IFRS as published by the IASB or make an
affirmative statement, in the reconciliation footnote, that there are
no differences between your application of IFRS as adopted by the
European Union and IFRS as published by the IASB. Refer to Instruction
G9i) of Form 20-F.
The IAS Regulation requires that accounts be prepared in accordance with
endorsed IAS's i.e. IAS's adopted by the European Union. Whilst for the two
years ended January 28, 2006 the Company confirms that there are no differences
between its application of IFRS as adopted by the European Union and IFRS as
published by the IASB, in future filings the company will make an affirmative
statement of compliance with IFRS as adopted by the European Union, and clarify
that the IFRS as referred to in the reconciliation to US GAAP is "adopted IFRS",
as defined above. This is in line with relevant EU regulation. Although we
acknowledge that, at present, there are no differences between our application
of IFRS as adopted by the European Union and IFRS as published by the IASB that
impact our financial statements, we cannot assume that this will always be the
case. We are, therefore, reluctant to enter into a commitment to provide an
audited reconciliation between the two GAAPs should differences arise in the
future, when we do not believe that such a reconciliation is required by the
relevant legislation. However, if we do make a statement in future filings to
the effect that there are no differences in a particular year between IFRS as
adopted by the European Union and IFRS as published by the IASB, we will state
that "No adjustment would be required if the company wished to assert compliance
with IFRS as issued by the IASB" in order to avoid any potential confusion over
the actual basis of preparation.
Should any questions arise in connection with this response letter, please
contact the undersigned at 011-44-870-909-0301 or Michael Brady of Weil, Gotshal
& Manges, at 011-44-207-903-1071. You may also address queries to Matthew Lewis
of KPMG in London at 011-44-207-311-1000.
Sincerely,
/s/ Walker Boyd
Walker Boyd
Group Finance Director
Signet Group plc
cc Michael Brady, Weil, Gotshal & Manges
Matthew Lewis, KPMG