-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/LKH5dLRcgDqhsjPGcV+th8CMNoeKRf94ZTA0GY7HszrmikDvj6rTQMSydTBFKq O3Qzk+hLkl+mx46pmBj0Bw== 0001191638-09-000273.txt : 20090316 0001191638-09-000273.hdr.sgml : 20090316 20090316072957 ACCESSION NUMBER: 0001191638-09-000273 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090313 FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 000000000 FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 09682403 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 44-207-317-9700 MAIL ADDRESS: STREET 1: C/O 15 GOLDEN SQUARE CITY: LONDON STATE: X0 ZIP: W1F9JG FORMER COMPANY: FORMER CONFORMED NAME: SIGNET GROUP PLC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: RATNERS GROUP PLC DATE OF NAME CHANGE: 19931213 6-K 1 sig200903166k.htm SIGNET ENTERS INTO AMENDED BORROWING AGREEMENTS

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

Special Report of Foreign Issuer
 

Pursuant to Rule 13a - 16 or 15d - 16 of
The Securities and Exchange Act of 1934
 
 
For the date of  16 March 2009
 
 

SIGNET JEWELERS LIMITED
(Translation of registrant's name into English)


 

Clarendon House,

2 Church Street,

Hamilton HM11,

Bermuda
(Address of principal executive office)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40F.
 

Form 20-F X      Form 40-F
 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to

Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 

Yes         No X
 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
 




Signet Jewelers Ltd (NYSE and LSE: SIG)
Embargoed until 7.30 a.m. (EST)


    March 
16, 2009

Signet Enters Into Amended Borrowing Agreements

Signet Jewelers Ltd (
"Signet"), 
the world's largest specialty 
retail 
jeweler, today announced that it has
entered into
 amended borrowing agreements.

Discussions to make amendments to, and reduce the size of, the Group's borrowing facilities were initiated by Signet in November 2008, in light of a significant deterioration in the economic environment. The goal of the discussions was to provide the Group with additional financial flexibility in the medium term, while more appropriately structuring the borrowing facilities required by the significantly lower level of net debt now expected, based on the Group's revised operating and expansion strategies. Signet anticipates that it will be in compliance with the terms of the original borrowing agreement when it announces results for the year ended January 31, 2009 on March 25, 2009.

The amendments
 relate to the terms of a 
$380 million 
2013 
to 
2018
 year 
US Private Placement Note Term Series Purchase Agreement entered into on March 
30, 
2006 (the "Note Purchase Agreement") and a $520 million unsecured multi-currency five year revolving credit facility agreement entered into on June 26, 2008 (the "Facility Agreement").  
At January 31, 2009 the amount 
drawn
 under the Facility Agreement was $135.0 million.

Under the amended 
agreements, Signet will prepay $100 million of the
notes at par plus accrued interest
on March 18, 2009 
and
the revolving credit agreement 
is
 reduced in size to $370 million
 with immediate effect.  
In addition,
 the margin paid on the revolving credit agreement and the coupon on the notes have been increased.  
The most stringent 
condition
 under the 
original
 agreements
was a fixed charge
 cover
 covenant. The definition of this covenant has been amended
 
to 
include depreciation 
in 
the earnings,
 and 
exclude 
service charges and rates from expenses. This covenant
 is set 
at 1.4:1,
using the amended definition, 
until the end of fiscal 2012, equivalent
to a reduction to about 1.1:1 from 1.4:1
 under the former definition of fixed charge cover.  
The fixed charge cover is then set at 1.55:1 until the end of fiscal 2013.  
The amended agreements
 also 
reduce the 
permitted 
ratio of 
net debt to 
earnings
 before interest, tax, depreciation and amortization 
covenant 
to 2:1 from 3:1 
(2.5:1 in the third quarter
 of each fiscal year) 
and 
places restrictions on the Group's ability to 
undertake certain activities, including 
cash distributions to shareholders.
  A more detailed description of the amendments 
is
 set out below.
  Amendment fees and other related 
costs of $9.5
 million will be 
charged in fiscal 2010.

Walker Boyd, Group Finance Director, commented: "
The amended borrowing agreements give Signet greater long
-
term security 
in its financing 
and the reduction in facility size more closely matches the future financing requirements of the Group. The conclusion of these negotiations 
reflects the 
strong
 working relationship that Signet has with 
our lenders
 and we appreciate their support 
of
 the Group in the current difficult economic environment." 
 
Amended Facility Agreement
The terms of 
the 
amended 
Facility 
Agreement
(the "
Amended 
Facility
 Agreement"), 
inter alia, include:
  • the ability by Signet to draw $370 million in the form of multi-currency cash advances and 
    the issuance of letters of credit
    ; and
  • an increased margin of 2.25% above LIBOR (from 1.20% above LIBOR), subject to adjustment depending on the performance of the Group, with the minimum being increased to 1.75% above LIBOR (from 1.0% above LIBOR) and the maximum being increased to 2.75% above 
    LIBOR (from 1.75% above LIBOR).

The continued availability of the Amended Facility Agreement is conditional upon the Group achieving certain financial performance criteria,
including those 
set out below:
  • the ratio of Consolidated Net Debt to Consolidated EBITDA (Earning Before Interest, Tax, Depreciation and Amortization) shall not exceed 2:1 for each quarter,
     
    except the third quarter when it 
    shall not exceed
     2.5:1;
  • Consolidated Net Worth (total net 
    tangible 
    assets) shall 
    not fall below $800 million; 
  • the ratio of EBITDAR (Earnings Before Interest, Tax, Depreciation, Amortization, Rents and Operating Lease Expenditure) to Consolidated Net Interest Expenditure plus Rents and Operating Lease Expenditure excluding Service Charges and Rates shall be equal to or greater than 1.4:1 for the trailing 12 months at each quarter end to January 2012,
     increasing
     to 1.55:1 until January 2013 and then to 1.85:1 for subsequent periods. 
     
    The ratio of 1.85:1
     is 
    equivalent to 1.4:1
     
    under 
    the original Facility Agreement;
  • beginning with 
    fiscal 2011,
     the facility will be reduced, on a pro rata basis with the 
    notes outstanding (see below), by at least 60% of any reduction in net debt from the prior year end; and
  • no "Shareholder 
    Returns"
     (defined as 
    including dividends, share buybacks or other similar payments) during 
    fiscal 20
    10 or 
    fiscal 2011, and thereafter such returns may only be made if the 
    amended 
    fixed charge cover is above 1.7:1, there are no subsisting defaults and the directors confirm that they expect Signet to continue to comply with the covenant in the following 12 months.

The Amended Facility
 Agreement
 
retains
 certain provisions which are customary for this type of agreement, including standard "negative pledge" and "pari passu" clauses. 

Amended Note Purchase Agreement
Coincidental to entering into the Amended Facility
 Agreement,
 amendments were made to the Note Purchase Agreement.  
The original Note Purchase Agreement took the form of fixed rate investor certificate notes ("Notes"). These Notes represent 7, 10 or 12 year maturities, with Series (A) $100 million 5.95% due 2013; Series (B) $150 million 6.11% due 2016 and Series (C) $130 million 6.26% due 2018. The
 
financial covenants
 of the 
original 
Note Purchase Agreement were 
substantially the same as in 
the original Facility Agreement.

The terms of 
the 
amended 
Note Purchase Agreement ("
Amended 
Note Purch
ase Agreement"), where they are 
different to those in the Amended Facilities Agreement 
disclosed above,
 
are, inter alia:
  • the 
    coupo
    n was increased by an additional 2.0% (subject to a further 1.0% increase until fiscal 2013 if the 
    amended 
    fixed charge coverage ratio is less than 
    1.6:1,
     and an additional 1.0% increase if 
    Note
     
    holders are subject to increased capital charges
     
    as a result of a requirement to post additional reserves under applicable insurance regulations, as determined by the insurance regulator
    )
    ;
  • to prepay $100 million at par plus accrued interest on March 18, 2009. Subsequent prepayment offers, at par, are to be made in February of each of the following years - 2010, 2011, 2012 and 2013. The minimum amount of each such offer being the Note
     
    holders' pro
     
    rata share of 60% of any reduction in net debt that occurred over the preceding fiscal year. Any proportion of the 
    2011, 
    2012 or 2013 offers
     rejected by Note
     
    holders may be applied to Shareholder Returns,
     as defined in the Amended Facility
     Agreement; and
  • subsequent to January 2013, Shareholder R
    eturns may only be made if total
     offers
     to prepay
     of
     $190 million of the Notes 
    have been made,
     
    and that an additional prepayment offer at a 2% premium to par has 
    also 
    been made, in which case the Shareholder Returns may be no greater than the proportion of the additional offer rejected by the Note holders.


 
Enquiries:
Walker Boyd, Group Finance Director
+1 441 296 5872

Tim Jackson, Investor Relations Director
+1 441 296 5872


Signet operated 1,959 specialty retail jewelry stores at January 31, 2009; these included 1,401 stores in the US, where the Group trades as "Kay Jewelers", "Jared The Galleria Of Jewelry" and under a number of regional names. At the same date Signet also operated 558 stores in the 
UK
, where the Group trades as "H.Samuel", "Ernest Jones" and "Leslie Davis". Further information on Signet is available at www.signetjewelers.com.  
See also 
www.kay.com
, www.jared.com, www.hsamuel.co.uk and www.ernestjones.co.uk

INVESTOR RELATIONS PROGRAM DETAILS

Full Year Results, Wednesday, March 25, 2009

The Full Year Results for the 52 weeks ended January 31, 2009 are expected to be announced at 7.30 a.m. EST on Wednesday, March 25, 2009. On that day there will be a conference call chaired by Terry Burman at 9.00 a.m. EST (1.00 p.m. GMT and 6.00 a.m. Pacific Time) and a simultaneous audio webcast with slide presentation available at www.signetjewelers.com. The dial-in details for the conference call are:

US dial-in:
+1 718 354 1171

US 48hr. replay:
+1 718 354 1112
Pass code: 4086123#



European dial-in:
+44 (0) 20 7138 0816

European 48hr. replay:
+44 (0) 20 7806 1970
Pass code: 4086123#

Citi 
Retail Reverse Roadshow, to be held in 
London
 on Friday, March
 27,
 2009

Signet will be taking part in the Citi Retail Reverse Roadshow to be held in 
London
 on Friday, March 27
, 2009
. Present will be Walker Boyd, Group Finance Director and Tim Jackson, Investor Relations Director.
Morgan Stanley Retail Field Trip, 
Wednesday, April 
1
, 2009

Signet will be taking part in the Morgan Stanley Retail Field Trip on 
Wednesday, April 
1, 2009 in 
Phoenix, 
Arizona. Present will be Walker Boyd, Group Finance Director
 and Mark Light, Chief Executive Officer of the US Division.


This release includes statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, based upon management's beliefs as well as on assumptions made by and data currently available to management, appear in a number of places throughout this release and include statements regarding, among other things, our results of operation, financial condition, liquidity, prospects, growth, strategies and the industry in which the Group operates. Our use of the words "expects," "intends," "anticipates," "estimates," "may," "forecast," "objective," "plan" or "target," and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, including but not limited to general economic conditions, the merchandising, pricing and inventory policies followed by the Group, the reputation of the Group, the level of competition in the jewelry sector, the price and availability of diamonds, gold and other precious metals, seasonality of the Group's business and financial market risk.

For a discussion of these and other risks and uncertainties which could cause actual results to differ materially, see the "Risk and Other Factors" section of the Annual Report & Accounts of Signet Group plc furnished as an exhibit to its Report on Form 6-K furnished with the U.S. Securities and Exchange Commission on May 1, 2008 and other filings made by the Company with the Commission. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realized. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.


 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 

 

SIGNET JEWELERS LIMITED

   
 

By: /s/ Walker Boyd

   
   
 

Name: Walker Boyd

 

Title:  Group Finance Director



Date: 16 March 2009

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