Signet plc
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2006 | 2005 | 2004 | 2003 | 2002 | 2001 | 2000 | 1999 | 1998 | 1997 | 1996 | 1995 | 1994 | 1993 | 1992 | 1991 | 1990 | 1989 | 1988 | 1987 | 1986 | 1984
5 April 2006 The Board appointed Malcolm Williamson as Chairman with effect from the conclusion of the AGM on 9 June 2006.
30 March 2006 Signet announces $380 million Private Placement Senior Notes
12 Jan 2006 Mark Light was appointed to the Board. Terry Burman, Group Chief Executive, who until now was also Chief Executive of the US Division, will remain Executive Chairman of that business.
28 Nov 2005 Malcolm Williamson was appointed to the Board as a non-executive director
6 Apr 2005 James McAdam announced his intention to retire from the Board no later than at the conclusion of the annual general meeting in 2006. Rob Anderson was appointed to the Board.
1 Nov 2004 Robert Walker was appointed to the Board as a non-executive director.
18 Oct 2004 The Group announced its intention to list its ADSs on the NYSE from 16 November 2004, under the ticker symbol SIG. It was confirmed that the ADS ratio change had become effective on 18 October and that Deutsche Bank had recently been appointed as the depositary bank for Signet’s ADSs.
8 Oct 2004 Announcement of change in American Depositary Share Ratio from 30:1 to 10:1 to become effective from 18 October 2004.
28 Sep 2004 The Group entered into a $390 million unsecured multi-currency five year revolving credit facility agreement. This replaced the $410 million facility that was due to expire in August 2006.The terms of this agreement were broadly similar to those of the facility being replaced.
1 Mar 2004 Mark Jenkins appointed Company secretary
1 Mar 2004 Timothy Jackson retires as Company Secretary to focus on his duties as Investor Relations Director
8 Jan 2004 Lee Abraham retired from the Board as a non-executive director.
1 Sept 2003 Dale Hilpert was appointed to the Board as a non-executive director.
9 Jan 2003 Rob Anderson was appointed as Chief Executive Officer of the UK jewellery division.
30 Sep 2002 Ian Dahl resigned from the Board and as Chief Executive Officer of the UK jewellery division.
1 Aug 2002 Russell Walls was appointed to the Board as a non-executive director.
13 Jun 2002 David Wellings retired as a non-executive director.
2 Nov 2001 The Group put in place a five year facility of $251 million secured on its US credit card receivables at a fixed rate of 5.42%. The terms were similar to the previous facility of $191.5 million which amortised during the year and had a fixed rate of 7.26%.
30 Aug 2001 The Group entered into a $410 million unsecured multi-currency five year revolving credit facility agreement. This replaced the $250 million and the $100 million facilities that were due to expire in July 2003. The terms of this agreement were broadly similar to those of the facilities being replaced.
31 Mar 2001 James McAdam continued as Chairman but ceased to be a full-time executive.
6 Sep 2000 Robert Blanchard was appointed to the Board as a non-executive director and David Supino resigned as a non-executive director.
1 Jun 2000 Announcement of Acquisition of Marks & Morgan Jewelers Inc. Marks & Morgan, a privately owned company was the ninth largest speciality retail jeweller in the US. The business consisted of 137 stores predominantly positioned in prime mall locations in the Southeast region of the US.

Signet agreed to pay $161.3 million (£107.5 million) in cash to acquire all the outstanding share capital and to repay outstanding debt.

The acquisition substantially increased Signet's presence in a key geographic area of the US where it was under-represented. Approximately 72 of the stores were converted to the Kay Jewelers brand. The remaining stores continued to trade as Marks & Morgan and have been integrated into Signet's division of regional mall stores.
28 Mar 2000 Terry Burman was appointed Group Chief Executive. He retained his existing role of Chief Executive Officer of the Group's US division. James McAdam was asked by the Board to remain as Executive Chairman.
1 Oct 1999 Ian Dahl was appointed to the Board and as Chief Executive Officer of the UK Jewellery Division.
15 Apr 1999

Laurence Cooklin resigned from the Board as Chief Executive Officer of the UK jewellery division.

30 Mar 1999

Announcement of resumption of dividends with a final dividend of 1.0p recommended in respect of the year ended 1998/99 for payment on 1 July 1999.

Announcement of move to Quarterly Reporting with effect from the first quarter of the year 1999/00.

22 Jul 1998 Announcement of new unsecured financing which replaced the Group’s existing three year secured banking agreement of $360 million which was due to expire in February 2000. The new arrangements comprised a five year $250 million multi-currency revolving credit facility with a syndicate of banks led by Barclays Capital, HSBC Investment Bank PLC and The Royal Bank of Scotland PLC, and a 7.25% seven year $60 million note issue placed privately with European institutional investors through De Nationale Investeringsbank NV.
6 Jul 1998 Timothy Jackson appointed Company Secretary
11 Jun 1998 The Signet Group plc Sharesave Scheme and US Stock Savings Plan were approved by shareholders.
12 Aug 1997 Announcement of change in American Depositary Share Ratio from 3:1 to 30:1 effective from 4 Sepember 1997.
21 Jul 1997 The Capital Reconstruction became effective and consequently all classes of shares had been converted into new ordinary shares of 0.5p each, all arrears of preference share dividends had been cancelled, and trading in the new shares and new ADSs began on that day.
21 May 1997 Announcement of Capital Reorganisation Proposals under which all classes of preference shares would be converted into approximately 1,382 million new ordinary shares of 0.5p each and the Preference Shareholders' accumulated dividend arrears and accruals would be cancelled. Subject to Court approval it was proposed to eliminate the accumulated deficit on the Company's profit and loss account, which had been £199million on 1 February 1997.
3 Mar 1997 The Borrowings due for repayment on 30 June 1997 under the previous Facilities Agreement were repaid in full.
27 Feb 1997 New three year voluntary refinancing. The Group entered into a new three year voluntary $360million multi-currency credit facility with a new syndicate of banks, led by BZW, Midland Bank PLC, Banque Paribas and The Royal Bank of Scotland.
4 Nov 1996 Terry Burman was appointed to the Group Board as an executive director.
2 Oct 1995 Brook Land was appointed to the Board as a non-executive director.
13 Sep 1995 Terry Burman was appointed as Chairman and Chief Executive of Sterling Inc. ("Sterling").
29 Jun 1995 Renewal of Facilities Agreement. The Group reached agreement with its lenders for the renewal of borrowing facilities for a further two year period.
10 Apr 1995 A Circular was sent to shareholders containing Notice of Extraordinary General Meeting requisitioned by certain holders of Series B of the US VTPs, to be held on 5 May 1995, together with letter to shareholders from the Chairman.
31 Mar 1995 Walker Boyd was appointed Group Finance Director.
5 Dec 1994 Lee Abraham was appointed to the Board as a non-executive director.
10 Aug 1994 Sale of Salisburys. The Group announced the sale of Salisburys to Salisburys Stores Limited (a company specifically formed for the purchase) for a consideration of £3.18m.
5 May 1994 Branch closures. In its announcement of preliminary results for the year ended 29 January 1994, the Group confirmed that it had closed 298 branches since January 1992.
26 Apr 1994 Sale of Channel Islands outlets. The Group sold four retail outlets in Jersey and Guernsey to Asprey Group for a consideration of £1.1m.
10 Sep 1993 The Company changed its name to Signet Group plc.
Establishment of new Share Option Scheme.
The 1983 Executive Option Scheme had expired and the US Executive Share Option Scheme and the 1988 Share Option Scheme were cancelled. All three schemes were replaced by the 1993 Executive Share Option Scheme.
30 Jun 1993 New Facilities Agreement. The Group entered into a new Facilities Agreement with its Lenders for a two year period up to 30 June 1995.
8 May 1993 Laurence Cooklin was appointed to the Group Board in the new position of Chief Executive - UK Jewellery.
25 Nov 1992 Gerald Ratner resigned from the Board and the Company.
30 Oct 1992 Redemption of Bonds. The Group redeemed £43,960,000 nominal of the Bonds for which Bondholders had exercised their right to require redemption. This left a nominal amount of £40,000 outstanding.
21 Aug 1992 Facilities Agreement. The Group and a number of its UK subsidiaries entered into a Facilities Agreement with lenders until June 1993, following breaches of borrowing provisions and created security in favour of such lenders.
21 Aug 1992 David Wellings was appointed to the Board as a non-executive director.
11 Jun 1992 Sale of Watches of Switzerland. Watches of Switzerland was sold to Asprey Group for a cash consideration of £23.2m plus retained benefits totalling approximately £24m.
20 Jan 1992 Announcement of suspension of all Preference Share Dividends.
10 Jan 1992 James McAdam was appointed Executive Chairman.
Gerald Ratner remained as Chief Executive.
Announcement that final dividend on ordinary shares was not expected to be recommended.
25 Jul 1991 Announcement of the creation of a further 1000 US dollar denominated VTP.
8 Jul 1991 The dividend on Convertible Preference Shares 2008 was increased from 6.75p to 6.875p.
5.85% Convertible Preference Share Capital was cancelled following its compulsory conversion on 23 November 1990.
10 Jun 1991 Announcement of offer of Scrip Dividend.
14 Nov 1990 Unsecured loan stock was converted to ordinary shares.
7 Nov 1990 The conversion rate of the Bonds was adjusted from 479p to 472p per ordinary share.
2 Jul 1990 Announcement of proposed acquisition of Kay Jewelers, Inc. ("Kays"). Approximately 12.4m new US convertible preference shares were issued.

Announcement of a 1 for 4 rights issue at £2.20 in the form of subordinated non-interest bearing unsecured loan stock payable in two instalments.

Background to acquisition

Kays, listed on the New York Stock Exchange, was one of the largest speciality jewellery retailers in the US, with 494 stores. There were 426 stores primarily on the East Coast, California and Texas, 82 of which were trading under the "J.B. Robinson" name and the rest as "Kay Jewelers". In addition there were 48 outlets within department stores trading under "Marcus" and a further 20 stores trading as "Black, Starr and Frost". The acquisition took the number of US stores from 473 to over 950. It was one of the most highly respected brand names in the US and had a portfolio of prime locations in regional shopping centres.
9 Jan 1990 UK Preference Shares. Barclays Bank PLC subscribed for £30m nominal of the new UK preference shares with a nominal value of £10 each, first announced in Sepember 1989. Part of the proceeds were used in refinancing the £25m 10.5% preference shares held by Next. These shares were not listed on any stock exchange.
5 Nov 1989 Completion of issue of US$1 VTP announced.
1 Nov 1989 Increased offer for Weisfield's. Following an increased offer from a third party to acquire Weisfield's, the Group made an increased offer of approximately £39.5m (the previous offer being £35m).
30 Oct 1989 Announcement of proposed acquisition of Weisfield Inc. ("Weisfield's"). Weisfield's was a speciality retail jeweller based in Seattle, Washington.

This acquisition took the Group into seven new metropolitan areas, and reinforced 13 existing markets in California and the Northwest. The US operations had grown significantly and then operated 360 stores, contributing approximately 30% of the Group's operating profit. This acquisition brought a further 87 stores, trading under Weisfield's name in nine states. Weisfield's was a privately traded company whose shares were listed on NASDAQ.
11 Oct 1989 Issue of US Variable dividend rate Preference Shares ("VTP") approved and various conversion terms amended. Dividend rate of 6.25p convertible preference shares amended to 6.75p.

The conversion price of the Bonds was adjusted from 482p to 479p per ordinary share.

The conversion terms of the 5.85% preference shares were improved.
21 Sep 1989 Ten properties were sold raising £24.7m
18 Sep 1989 Proposals announced for the creation and issue of US Preference Shares and UK Preference Shares.
VTP Series A, B and C.

1500 US preference shares were created, each with a nominal value of US$1. They were allotted through a public offering to a number of investors in the US at an offer price of US$100,00 per share. They were registered under the US Securities Act of 1933, but were not listed on any Stock Exchange and were not offered to shareholders of the Company generally. They were issued in bearer form and had no fixed redemption date. The dividend rate was to be reset periodically by an auction process. These preference shares would not "normally" carry voting rights.

UK Preference Shares.

This was to be a private placement, details of which were announced in January 1990.
Mar 1989 Property Transactions. Announcement of completion or near completion of a series of sale and leaseback and other property transactions raising total proceeds of approximately £33m.
Feb 1989 US Headquarters move. Sterling's operation moved into its new headquarters.
20 Jan 1989 Bond Conversion Price Adjustment. Following the Rights Issue announced in October 1988 the conversion price of the Bonds was adjusted from 500p per ordinary share to 482p per ordinary share.
Oct 1988 Announcement of proposed acquisition of Zales Jewellers Limited ("Zales"), 73 additional jewellery shops and Salisbury's Handbags Limited ("Salisbury's") and 1 for 4 Rights Issue of new ordinary shares.

The consideration was £135m plus the repayment of £15.75m of intercompany debt due to Next.

The acquisition was funded by the rights issue, £30m cash and the issue to Next of £25m nominal 10.5% cumulative redeemable preference shares at par. The issue of 48,016,438 new shares at 175p per share raised approximately £80m.

Information on Zales and Salisburys and background to acquisitions. Zales, the additional shops and Salisburys had been acquired by Next from CES in June 1987.

Zales was a retail jewellery chain with over 130 branches throughout Great Britain in prime retail sites. These shops, operating principally under the name 'Zales', were aimed at the middle level of the jewellery market. The 73 additional shops traded under the names 'Collingwood' and 'Weir'.

Salisburys was the principal multiple retailer of fashion accessories in the High Street. Its merchandise sold through 235 outlets and covered a wide spectrum from fashionable costume jewellery to handbags and other fashion accessories to executive briefcases and branded luggage.

The Zales and additional shops were shopfitted to a high standard with trained staff, in first class locations, many in shopping centres where the availability of new outlets was limited. The Board believed that it would have been impracticable to assemble such a valuable and quality portfolio on a piecemeal basis.

It was planned that Zales would operate alongside Ernest Jones serving the middle level of the market where there was a greater emphasis on diamond jewellery and higher average per item expenditure. It was planned that Zales would benefit from the proven diamond buying expertise of the US.

The remaining 73 shops were merged with and operated as part of the H. Samuel and Ratners' chains. The addition of those shops satisfied the Group's expansion at that level of the market.

Salisburys represented a strategic acquisition in the related business of fashion accessories.

13 Jul 1988 Acquisition of Stephen's Jewellers Ltd. The company was acquired for a nominal cash consideration. It operated 13 jewellery shops in the south of England.
13 Jul 1988 ADR facility established in US. ADRs were quoted on National Market System of NASDAQ. The depository for the programme is the Bank of New York.
20 Jun 1988 US Share Option Scheme and 1988 Executive Share Option Scheme established.
19 May 1988 Acquisition of Time (Jersey) Ltd ("Time"). Time was established in 1959 and operated 16 jewellery shops and 6 accessory shops in Jersey. The Group already had four shops in the Channel Islands but only one in Jersey. With the exception of Time, the vast majority of retail jewellers in Jersey were independents and the Group was confident that it would be able to compete as successfully in Jersey as it had done in the UK.
Apr 1988 Announcement of proposed acquisition of Osterman's, Inc. ("Osterman's") and issue of new 6.25p convertible cumulative non-voting redeemable preference shares of 20p each. ("6.25p preference shares") at £1 per share.
Background of Osterman's and reasons for acquisition and share issue.

Osterman's, a privately owned company, operated 56 speciality retail jewellery stores in 10 states in the mid-west to eastern seaboard areas of the USA. It was founded in 1922 in Toledo, Ohio and still had its headquarters there. The store traded under the well respected names of "Osterman's Jewelers", "Adison Jewelers" and "Orange Blossom Jewelers", and gave the Group wider geographic coverage.

The Group had considered Sterling to be the most efficient and best managed speciality retail jewellery chain in the US and following its successful acquisition it was proving successful in terms of both sales growth and improved margins. The acquisition of Osterman's was in line with the Board's strategy for the expansion of the US operations and brought similar benefits of economies of scale and operating efficiencies similar to those experienced by the integration of Westhall.

Sterling then had 218 stores and had taken a lease on new premises in Akron, Ohio to give it a new headquarters and distribution complex capable of servicing expansion plans in the foreseeable future. The move was planned to take place in March 1989.

Although the Group had existing facilities available sufficient to finance this acquisition, the Board believed that in view of its expansion plans in the UK and US it would be preferable to finance the acquisition through an issue of 36,085,000 convertible preference shares. This was the sum payable for the cash consideration and the repayment of two term loan notes issued by Osterman's to its principle bankers.
Oct 1987 Issue of £44million 4% Convertible Bonds due 2002 ("the Bonds").
Part of the proceeds of this issue went to fund the acquisition of The Westhall Company, USA ("Westhall") and the remainder was used to reduce short term borrowings.

The Bonds had a maturity of 15 years, carried a coupon of between 4% and 4.25% per annum and had a conversion price of 500p per ordinary share. Investors had the right to redeem the Bonds on 30 October 1992 at a price to yield approximately 9.25% (semi-annual).
Oct 1987 Announcement of Acquisition of Westhall.

Westhall was a speciality retail jewellery company also based in Akron, Ohio. Its acquisition gave the Group wider geographic coverage, together with further prominent positions in shopping malls and well respected trading names.

On the same day as the Company announced its offer for Ernest Jones (Jewellers) p.l.c.it announced the proposed acquisition of Sterling Inc., USA ("Sterling"), a proposed 3 for 10 rights issue, and an amendment to the terms of the then current rights issue first proposed in May 1987.

Sterling was the fourth largest speciality jewellery store chain in the US with 117 stores in 15 states operating under the names of "Shaw's Jewelers", "Le Roy's Jewelers", "Sterling Jewelers", "Hudson-Goodman Jewelers", and "Friendlander Fine Jewelers". The stores were located primarily in the Midwest and also in the Mid-Atlantic and West Coast regions. Sterling was founded by the Shaw family in Ohio in 1912. In June 1985 it was acquired by an investor group, including members of senior management. In May 1986 Sterling made an initial public offering and raised further capital in an offering in April 1987. Its common stock was traded on NASDAQ.

Its stores were located predominantly in enclosed regional shopping malls. Each store offered jewellery in a variety of styles and prices with primary emphasis on quality diamond and gemstone products. Approximately 60% of sales were made on credit.

Sterling had grown by increasing sales in its existing stores, by opening new stores in its existing markets and by acquiring regional chains located in new markets. Sterling's strategy was to cluster its stores using established store names in regional and local markets in order to concentrate its marketing and advertising programmes.

Given the size of the US jewellery market, then estimated to be in excess of US$20 billion sales per annum, the Board believed that the acquisition of Sterling, which operated in a sector familiar to the Group, would give it a significant position in a fragmented market which had enormous potential.

The acquisition made the Group the second largest retail jeweller in the world.

Rights Issue

In order to fund the acquisition of Sterling the Board raised approximately £122m by the issue of 40,928,368 new ordinary shares at 310p per share.

3 Jul 1987 Group announced offer for Ernest Jones (Jewellers) p.l.c.
Business of Ernest Jones (Jewellers) p.l.c. ("Ernest Jones") and reasons for offer.

Ernest Jones traded under the names of Ernest Jones and Saphena from 61 branches in the UK. It sold high quality jewellery in the medium price range and leading brands of watches and clocks.

Whilst the Group had been expanding its policy of selling high quality, fashionable jewellery to price conscious young people, it saw considerable potential in the middle to upper end of the retail jewellery market.

Most Ernest Jones shops were in shopping precincts where the Group was under represented. The shops had recently been upgraded to offer more potential and the Group saw this as a major opportunity to expand considerably the level of sales per Ernest Jones shop and to increase the Group's share of this complementary segment of the jewellery market.

The offer comprised the alternatives of either cash, ordinary shares or Loan Notes.
Jun 1987 Share Incentive Scheme established for employees.
28 May 1987 The Group withdrew its proposed offer for Combined English Stores Group plc ("CES") and announced a 1 for 4 Rights Issue.
Reasons for the above.

Following a substantially higher offer by Next plc for CES the Board decided that there was no justification for increasing its offer for CES as this would have involved significant dilution of the Group's shareholders' interests.

The Group had been implementing a trading strategy in its approach to jewellery retailing of removing the mystique from jewellery shopping by offering fashionable, high quality accessories at low prices.

Sales in H. Samuel and Ratners shops were steadily increasing. Since February that year 35 shops had or were being opened and a further 55 were planned during the year bringing it to approximately 660 shops. The Group had long term plans for further expansion.

Approximately £81.6m was raised by the issue of 27,285,579 new ordinary shares at 310p per share.
1 May 1987 The Group announced its offer for CES.
1 Apr 1987 Successful completion of sale and leaseback of £9.1m of freehold properties.
May 1986 Proposed merger with H. Samuel plc ("H. Samuel") announced.
Reasons for the merger.

The combination of the Group and H. Samuel would create a major force in the UK retail jewellery market, with approximately 550 shops throughout the UK.

H. Samuel had for many years been the market leader in the sector and enjoyed the benefit of a large portfolio mainly of freehold properties, most of which were located in prime High Street locations in major towns and cities throughout the UK.

The merger presented a major opportunity to build on H. Samuel's premier market position through the introduction of the Group's merchandising and marketing techniques into the H. Samuel business. H. Samuel would continue to trade at its current level in the market which was complementary to the Group's own position and that of its subsidiary, Terry's (Jewellers) Ltd ("Terry's").

The offer consisted of ordinary shares, new convertible preference shares and cash. The new preference shares carried an annual fixed cumulative preference dividend of 5.85p per share ("5.85% preference shares"). They were convertible at the rate of 100 ordinary shares for every 166 5.85% preference shares.
Apr 1986 Proposed 1 for 4 Rights Issue announced.
Background to and reasons for Rights Issue.

There had been a change of emphasis in the Group's retailing activities to include popular priced jewellery in its ranges. This change, accompanied by a more aggressive sales approach throughout the Group, resulted in a dramatic increase in sales per shop and Group turnover. During the previous year the Group disposed of Jadales, its manufacturing business and its loss making retail units in the Netherlands.

The Group had 173 outlets in total and wished to expand the number of both Terry's and Ratners outlets.

Approximately £8.9m was raised by the issue of 8,222,872 new ordinary shares at 115p per share.
Dec 1984 The Group acquired Terry's.
Terry's. The business comprised 26 shops specialising in a product range of popular priced gold and silver jewellery. The shops occupied prime high street sites in the south of England.

Reasons for acquisition:

Historically, the Group had maintained a presence in most major towns and cities in the United Kingdom selling a broad selection of jewellery and watches aimed at the middle range of the market. The Board wished to develop the Group's activities in the then growing market for popular priced gold and silver jewellery and believed that the acquisition of Terry's would provide them with a ready made and proven operation successfully developed for this market. It was the Board's intention to maintain Terry's as a separate division within the Company and accelerate its development into a national chain, whilst at the same time continuing to develop its position in the middle range of the market.
Mr Terry Jordan joined the Board
 
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