Item 8.01 Other Matters
On July 29, 2021, Signet Group Limited ("SGL"), a wholly-owned subsidiary of
Signet Jewelers Limited (the "Company"), entered into an agreement (the
"Agreement") with Signet Pension Trustee Limited (the "Trustee"), as trustee of
the Signet Group Pension Scheme (the "Pension Scheme"), to facilitate the
Trustee entering into a bulk purchase annuity policy ("BPA") securing accrued
liabilities under the Pension Scheme with Rothesay Life Plc ("Rothesay") and
subsequently, to wind up the Pension Scheme. The BPA will be held by the Trustee
as an asset of the Scheme (the "buy-in") in anticipation of Rothesay
subsequently (and in accordance with the terms of the BPA) issuing individual
annuity contracts to each of the approximately 1,909 Pension Scheme members (or
their eligible beneficiaries) ("Transferred Participants") covering their
accrued benefits (a full "buy-out"), following which the BPA will terminate and
the Trustee will wind up the Pension Scheme (collectively, the "Transactions").
Under the terms of the Agreement, SGL is expected to contribute up to £16.85
million (approximately $23.4 million) (the "Total Expected Contribution") to the
Pension Scheme to enable the Trustee to pay for any and all costs incurred by
the Trustee as part of the Transactions, including an initial contribution of £7
million (approximately $9.7 million) (the "Initial Installment") to enable the
Trustee to enter into the BPA with Rothesay. Subsequent installments of the
Total Expected Contribution shall be reviewed and agreed by SGL and the Trustee
at such times as the Trustee reasonably requires additional monies to be
contributed to the Pension Scheme in furtherance of the Transactions.
From the point of buy-out, Rothesay shall be liable to pay the insured benefits
to the Transferred Participants and shall be responsible for the administration
of those benefits. Once all Pension Scheme members (or their eligible
beneficiaries) have become Transferred Participants, the Trustee will wind up
the Pension Scheme. By irrevocably transferring these obligations to Rothesay,
the Company will eliminate its projected benefit obligation under the Pension
Scheme.
Upon completion of the Transactions contemplated by the Agreement, the Company
expects to recognize non-cash, non-operating pre-tax settlement charges totaling
approximately $125 million to $150 million, subject to finalization of any
applicable adjustments, true up costs, and the impact of foreign currency. The
timing of such settlement charges is subject to the expected completion of the
Transactions, and will be recognized in the periods when the buy-outs are
finalized with the Transferred Participants.
This Current Report on Form 8-K contains statements which are or may be
considered forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These statements, based upon management's beliefs
and expectations as well as on assumptions made by and data currently available
to management, appear in this document and include statements regarding the
financial and other impacts and future benefits of the Transactions contemplated
by the Agreement. These forward-looking statements are not guarantees of future
performance and are subject to a number of risks and uncertainties that could
cause actual outcomes to differ materially from the Company's present
expectations. Undue reliance should not be placed on such forward-looking
statements, as such statements speak only as of the date on which they are made.
For a discussion of risks and uncertainties which could cause actual results to
differ materially from those expressed in any forward looking statement, see the
"Risk Factors" and "Forward-Looking Statements" sections of Signet's Fiscal 2021
Annual Report on Form 10-K filed with the SEC on March 19, 2021 and quarterly
reports on Form 10-Q and the "Safe Harbor Statements" in current reports on Form
8-K filed with the SEC. Signet undertakes no obligation to update or revise any
forward-looking statements to reflect subsequent events or circumstances, except
as required by law.
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