UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
As previously disclosed, on October 5, 2016, Signet Jewelers Limited (“Signet” or the “Company”) issued 625,000 redeemable Series A Convertible Preference Shares, par value $0.01 per share (“Preferred Shares”), to Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (collectively, the “Preferred Holders”) pursuant to the Investment Agreement, dated as of August 24, 2016, by and among the Company and the Series A Preferred Holders, with each share having the powers, designations, preferences, and other rights of the shares of such series as set forth in the Certificate of Designation of Series A Convertible Preference Shares, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on October 6, 2016 (“Certificate of Designation”). On November 2, 2016, the Board of Directors (“Board”) of the Company approved certain changes to the Certificate of Designation relating to dividends and other distributions.
On March 30, 2024, the Board of the Company approved certain changes to the Certificate of Designation to be effective as of April 1, 2024, including to provide for net share settlement on conversion of the Preferred Shares. Under the terms of the net share settlement, in the event of a mandatory conversion by the Company or a conversion at the option of a Preferred Holder, in exchange for each Preferred Share Signet will deliver cash for the stated value of the Preferred Share, and may elect to deliver any net settlement amount in excess of stated value in cash, shares or a combination of cash and shares. The current stated value of the Preferred Shares is $1,050.94 per share.
The amendment to the Certificate of Designation also includes certain restrictions on the Preferred Holders’ rights to convert the Preferred Shares, including:
| (a) | prior to May 1, 2024, the Preferred Holders may not convert more than 50% of the Preferred Shares in the aggregate; and |
| (b) | after May 1, 2024, the Preferred Holders may not convert more than $110 million of stated value of its Preferred Shares (in aggregate) in any 30-day period prior to November 15, 2024. |
The amended Certificate of Designation, effective as of April 1, 2024, is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.
Other than as described above, the material terms of the Preferred Shares are as described in Exhibit 4.1 to the Company’s Form 10-K filed on March 21, 2024.
On April 1, 2024, following the effectiveness of the amended Certificate of Designation, the Preferred Holders delivered notice to the Company of a conversion of 312,500 Preferred Shares (in the aggregate). In accordance with the terms of the Certificate of Designation, the conversion is expected to be settled in cash by the Company for approximately $414 million by April 15, 2024, including accrued but unpaid dividends.
Item 7.01 Regulation FD Disclosure
On April 3, 2024, the Company issued a press release announcing the amendment of the terms of the Preferred Shares and the conversion by the Preferred Holders of 312,500 Preferred Shares for cash. The press release also provides an update to the Company’s Fiscal 2025 guidance. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release of Signet Jewelers Limited, dated April 3, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SIGNET JEWELERS LIMITED | ||
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Date April 3, 2024 |
By: | /s/ Joan M. Hilson |
| Name: | Joan M. Hilson | |
| Title: | Chief Financial, Strategy & Services Officer | |