17. Loans, overdrafts and long-term debt


	January 28, 2012		January 29, 2011
	$million		$million
Current liabilities – loans and overdrafts
Bank overdraft		—		31.0

		—		31.0

Non-current liabilities – Long-term debt
US private placement		—		—

Total loans, overdrafts and long-term debt		—		31.0

Loans and overdrafts

Revolving Credit Facility

On May 24, 2011, Signet Jewelers Limited (the "Company") and certain of its subsidiaries as "Borrowers" entered into a $400 million senior unsecured multi-currency five year revolving credit agreement (the "Credit Agreement") with various financial institutions as the lenders (the "Lenders"), JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Capital, as Syndication Agent, and JPMorgan Securities LLC and Barclays Capital as the joint lead arrangers. The Credit Agreement replaced the Company's existing credit facility, dated June 26, 2008, as amended and restated as of October 27, 2010, which was due to expire in June 2013 (the "2008 Facility"); the 2008 Facility was terminated on May 24, 2011. Borrowings under the Credit Agreement may be used for working capital and general corporate purposes. The Company has guaranteed the obligations of the Borrowers under the Credit Agreement and is also directly bound by certain of the covenants contained in the Credit Agreement.

Under the Credit Agreement, the Borrowers are able to borrow from time to time in an aggregate amount up to $400 million, including issuing letters of credit in an aggregate amount at any time outstanding not to exceed $100 million. The Credit Agreement contains an expansion option that, with the consent of the Lenders or the addition of new lenders, and subject to certain conditions, availability under the Credit Agreement may be increased by an additional $200 million at the request of the Borrowers. The Credit Agreement has a five year term and matures in May 2016, at which time all amounts outstanding under the Credit Agreement will be due and payable.

Borrowings under the new Credit Agreement will bear interest, at the Borrowers' option, at either a base rate (as defined in the Credit Agreement), or an adjusted LIBO rate (a "Eurocurrency Borrowing"), in each case plus an applicable margin rate based on the Company's "Fixed Charge Coverage Ratio" (as defined in the Credit Agreement). Interest is payable on the last day of each March, June, September and December, or at the end of each interest period for a Eurocurrency Borrowing, but not less often than every three months. Commitment fee rates range from 0.20% to 0.35% based on the Company's Fixed Charge Coverage Ratio and are payable quarterly in arrears and on the date of termination or expiration of commitments.

The Credit Agreement limits the ability of the Company and certain of its subsidiaries to, among other things and subject to certain baskets and exceptions contained therein, incur debt, create liens on assets, make investments outside of the ordinary course, sell assets outside of the ordinary course, enter into merger transactions and enter into unrelated businesses. The Credit Agreement permits the making of dividend payments and stock repurchases so long as the Company (i) is not in default under the Credit Agreement, or (ii) if in default at the time of making such dividend repayment or stock repurchase, has no loans outstanding under the Credit Agreement or more than $10 million in letters of credit issued under the Credit Agreement. The Credit Agreement also contains various customary representations and warranties, financial reporting requirements and other affirmative and negative covenants. The Credit Agreement requires that the Company maintain at all times a "Leverage Ratio" (as defined in the Credit Agreement) to be no greater than 2.50 to 1.00 and a "Fixed Charge Coverage Ratio" (as defined in the Credit Agreement) to be no less than 1.40 to 1.00, both determined as of the end of each fiscal quarter of the Company for the trailing four quarters. As of January 28, 2012, Signet was in compliance with all debt covenants.

The commitments may be terminated and amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of certain events of default as set forth in the Credit Agreement. These include failure to make principal or interest payments when due, certain insolvency or bankruptcy events affecting the Company or certain of its subsidiaries and breaches of covenants and representations or warranties.

No borrowings were drawn on the facility at January 28, 2012. Stand-by letters of credit of $8.2 million were drawn on the facility at January 28, 2012, with no significant intra-period fluctuations. At January 29, 2011, no amounts were outstanding under the previous 2008 Facility, and there were no significant intra-period fluctuations. In addition, at January 29, 2011, Signet had stand-by letters of credit of $5.5 million, under the 2008 Facility.

US Private Placement

On November 26, 2010, Signet exercised its right to prepay in full the remaining $229.1 million of outstanding Private Placement Notes (the "Prepayment Date"). The prepayment required the payment of all accrued interest up to the Prepayment Date plus a premium as determined by the Make Whole provision. The Make Whole premium was dependent on medium term US Treasury yields, and was $47.5 million, including an associated cost of hedging this payment against movements in US Treasury yields during the required notice period. This amount is included within interest expense in the income statement. Following the prepayment of the Private Placement Notes, various restrictions placed on Signet by the Note Purchase Agreement ended. In particular restrictions under the Note Purchase Agreement on shareholder distributions, capital expenditure and acquisitions were removed.

Capitalized fees

In Fiscal 2012, $0.2 million of the capitalized balance was amortized as it related to the 2008 Facility (Fiscal 2011: $1.3 million). Following the effectiveness of the new Credit Agreement, the remaining $1.3 million of capitalized fees for the 2008 Facility were written off. Capitalized amendment fees for the new Credit Agreement were $2.1 million, with $0.4 million amortized during the year. In total, in Fiscal 2012, $1.9 million was charged directly to the income statement (Fiscal 2011: $4.8 million).

No other interest bearing material loans or overdrafts were entered into during either Fiscal 2012 or 2011.