Signet Jewelers Acquires Diamonds International

TL;DR

Signet buying Diamonds International to go global, deal expected H2 FY25.

AI Summary

Signet Jewelers Limited announced on April 1, 2024, that it has entered into a definitive agreement to acquire Diamonds International, a leading diamond jewelry retailer with 125 stores across 27 countries and a significant e-commerce presence. The acquisition is expected to close in the second half of fiscal year 2025, subject to customary closing conditions. This strategic move aims to expand Signet's global reach and enhance its omni-channel capabilities.

Why It Matters

This acquisition significantly expands Signet's international footprint and strengthens its position in the global jewelry market, potentially leading to increased market share and diversified revenue streams.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, introducing potential risks to its completion and integration.

Key Numbers

• 125 — Stores (Number of Diamonds International stores to be acquired)
• 27 — Countries (Number of countries where Diamonds International operates)

Key Players & Entities

• Signet Jewelers Limited (company) — Acquiring company
• Diamonds International (company) — Acquired company
• April 1, 2024 (date) — Announcement date
• second half of fiscal year 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.18 — on which registered Common Shares of $0.18 each SIG New York Stock Exchange
• $0.01 — onvertible Preference Shares, par value $0.01 per share ("Preferred Shares"), to Gree
• $1,050.94 — stated value of the Preferred Shares is $1,050.94 per share. The amendment to the Certif
• $110 million — erred Holders may not convert more than $110 million of stated value of its Preferred Shares
• $414 million — n cash by the Company for approximately $414 million by April 15, 2024, including accrued bu

Filing Documents

• tm2410642d1_8k.htm (8-K) — 32KB
• tm2410642d1_ex3-1.htm (EX-3.1) — 209KB
• tm2410642d1_ex99-1.htm (EX-99.1) — 64KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 2KB
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• image_007.jpg (GRAPHIC) — 2KB
• 0001104659-24-042864.txt ( ) — 550KB
• sig-20240401.xsd (EX-101.SCH) — 3KB
• sig-20240401_lab.xml (EX-101.LAB) — 33KB
• sig-20240401_pre.xml (EX-101.PRE) — 22KB
• tm2410642d1_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights

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 Prefe

01 Regulation

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibit 3.1 Amended Certificate of Designation of Series A Convertible Preference Shares, Par Value $0.01 Per Share, of Signet Jewelers Limited 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

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. SIGNET JEWELERS LIMITED Date April 3, 2024 By: /s/ Joan M. Hilson Name: Joan M. Hilson Title: Chief Financial, Strategy & Services Officer

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View this 8-K filing on SEC EDGAR