As filed with the Securities and Exchange Commission on May 4, 2007
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 20-F
(Mark One)
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)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
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.
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.
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):
Indicate by check mark which financial statement item the registrant has elected to follow.
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).
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 2006 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 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated and submitted on May 4, 2007.
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 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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.
ITEM 3 - KEY INFORMATION
A. Selected financial data
The information (including tabular data) set forth under the headings “Risk and other factors - financial market risks” on page 44, “Risk and other factors - exchange rates between the pound sterling and the US dollar” on page 44, and “Selected financial data” on pages 123 and 124 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
B. Capitalization and indebtedness
C. Reasons for the offer and use of proceeds
D. Risk factors
The information (including tabular data) set forth under the heading “Risk and other factors” on pages 39 to 45 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 117 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 8 to 17, “UK operating review” on pages 18 to 23, US “Regulation” on page 17, UK “Regulation” on page 23, “Financial review” on pages 29 to 38, “Risk and other factors - Suppliers” on page 42, “Risk and other factors - Raw materials and the supply chain” on page 42, “Risk and other factors - Seasonality” on page 42, “Description of property & Group employees - Trademarks and trade names” on page 24, and “Note 2: Segmental information” on page 85 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
C. Organizational structure
The information (including tabular data) set forth under the heading “Note 29: Principal subsidiary undertakings” on page 105 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
D. Property, plants and equipment
The information set forth under the heading “Description of property & Group employees” on page 24 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 8 to 17, “UK operating review” on pages 18 to 23, and “Financial review” on pages 29 to 38 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
B. Liquidity and capital resources
The information (including tabular data) set forth under the headings “Financial review - Liquidity and capital resources” on pages 32 to 33 and “Note 18: Financial liabilities – borrowings” on pages 93 and 94 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
C. Research and development, patents and licenses, etc
D. Trend information
The information (including tabular data) set forth under the headings “US operating review” on pages 8 to 17, “UK operating review” on pages 18 to 23, “Financial review” on pages 29 to 38, and “Risk and other factors” on pages 39 to 45 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
E. Off-balance sheet arrangements
F. Tabular disclosure of contractual arrangements
The information (including tabular data) set forth under the heading “Financial review - Contractual obligations as at 3 February 2007” on page 34 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
G. Safe harbor
The information set forth under the headings “Cautionary statement regarding forward-looking statements ” on page 1 and “Risk and other factors - Forward-looking statements” on page 39 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 46 to 47 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
B. Compensation
The information (including tabular data) set forth under the heading “Directors’ remuneration report” on pages 60 to 73 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
C. Board practices
The information set forth under the heading “Corporate governance statement” on pages 50 to 54, “Directors’ remuneration report – Service contracts” on page 68 and “Directors, officers and advisers – Committees” on page 46 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
D. Employees
The information (including tabular data) set forth under the headings “Description of property & Group employees – Group employees” on page 24 and “Note 7: Directors and employees” on page 87 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
E. Share ownership
The information (including tabular data) set forth under the headings “Note 28: Share options” on pages 103 and 104 and “Directors’ remuneration report - Directors’ interests in shares” on pages 70 to 73 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 118 and “Shareholder information - Substantial shareholdings notified to the Company up to 17 April 2007” on page 120 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
B. Related party transactions
The information set forth under the heading “Note 30: Related party transactions” on page 105 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
C. Interests of experts and counsel
ITEM 8 - FINANCIAL INFORMATION
A. Consolidated statement and other financial information
The information (including tabular data) set forth on pages 76 to 111 (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 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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
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 118 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
B. Plan of distribution
C. Markets
The information set forth under the heading “Shareholder information – Nature of trading market” on page 118 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
D. Selling shareholders
E. Dilution
F. Expenses of the issue
ITEM 10 - ADDITIONAL INFORMATION
A. Share capital
B. Memorandum and articles of association
The information set forth under the heading “Shareholder information - History” on page 117 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
C. Material contracts
D. Exchange controls
The information set forth under the heading “Shareholder information - Exchange controls and other limitations affecting security holders” on page 120 and “Shareholder information – Dividends” on page 119 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
E. Taxation
The information set forth under the heading “Shareholder information – Taxation” on pages 120 to 122 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
F. Dividends and paying agents
G. Statement by experts
H. Documents on display
The information set forth under the heading “Shareholder contacts - Documents on display” on page 128 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information (including tabular data) set forth under the headings “ Financial review” on pages 29 to 38, “Risk and other factors – Financial market risks” on page 44, “Risk and other factors – Fair value changes arising from:” on page 44, and “Note 27: Financial instruments” on pages 102 and 103 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15 - CONTROLS AND PROCEDURES
The information set forth under the headings “Corporate governance statement – Internal controls” on pages 53 and 54 and “Corporate governance statement – Management’s annual report on internal control over financial reporting” on page 54 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 effective internal control over financial reporting as of 3 February 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Signet Group plc’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. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company'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, testing and evaluating the design and operating effectiveness of internal control, and 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'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, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We 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 subsidiaries as of 3 February 2007 and 28 January 2006 and the related consolidated income statements, consolidated statements of recognized income and expense, and consolidated cash flow statements for the 53 week period ended 3 February 2007 and each of the 52 week periods ended 28 January 2006 and 29 January 2005 and our report dated 18 April 2007 expressed an unqualified opinion on those financial statements.
/s/ KPMG Audit Plc
KPMG Audit Plc Chartered Accountants 8 Salisbury SquareLondon, United Kingdom EC4Y 8BB
18 April 2007
ITEM 16 – [RESERVED]
A – Audit Committee Financial Expert
The information set forth under the heading “Corporate governance statement – The Audit Committee” on pages 51 and 52 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 52 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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, and “Note 3: Operating profit” on page 86 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
D – Exemptions from the Listing Standards for Audit Committees
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 119 of the Company’s “Annual Report & Accounts 53 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 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 76 to 111 (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 weeks ended 3 February 2007” furnished as an exhibit to its Report on Form 6-K dated May 4, 2007 is incorporated herein by reference.
ITEM 18 - FINANCIAL STATEMENTS
The Company has responded to Item 17 in lieu of this item.
ITEM 19 – EXHIBITS
SIGNATURE
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.
London, England May 4, 2007