Common Shares, Treasury Shares, Reserves and Dividends

12 Months Ended

Jan. 28, 2017

Equity [Abstract]

Common Shares, Treasury Shares, Reserves and Dividends

Common shares, treasury shares, reserves and dividends

Common shares

The par value of each Common Share is 18 cents. The consideration received for common shares relating to options issued during Fiscal 2017 was $2.1 million (Fiscal 2016: $5.0 million; Fiscal 2015: $6.1 million).

Treasury shares

Signet may from time to time repurchase common shares under various share repurchase programs authorized by Signet’s Board. Repurchases may be made in the open market, through block trades, accelerated share repurchase agreements or otherwise. The timing, manner, price and amount of any repurchases will be determined by the Company at its discretion, and will be subject to economic and market conditions, stock prices, applicable legal requirements and other factors. The repurchase programs are funded through Signet’s existing cash reserves and liquidity sources. Repurchased shares are held as treasury shares and may be used by Signet for general corporate purposes.

Treasury shares represent the cost of shares that the Company purchased in the market under the applicable authorized repurchase program, shares forfeited under the Omnibus Incentive Plan and those previously held by the Employee Stock Ownership Trust (“ESOT”) to satisfy options under the Company’s share option plans.

In February 2016, the Board authorized the repurchase of Signet’s common shares up to $750.0 million (the “2016 Program”). In August 2016, the Board increased its authorized share repurchase program by $625.0 million, bringing the total authorization for the 2016 Program to $1,375.0 million. The 2016 Program may be suspended or discontinued at any time without notice.

On October 5, 2016, the Company entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase $525.0 million of the Company’s common shares. At inception, the Company paid $525.0 million to the financial institution and took delivery of 4.7 million shares with an initial estimated cost of $367.5 million. In December 2016, the ASR was finalized and the Company received an additional 1.3 million shares. Total shares repurchased under the ASR were 6.0 million shares at an average purchase price of $87.01per share based on the volume-weighted average price of the Company’s common shares traded during the pricing period, less an agreed discount.

The Company reflected shares delivered as treasury shares as of the date the shares were physically delivered in computing the weighted average common shares outstanding for both basic and diluted earnings per share. The ASR was accounted for as a treasury stock transaction and a forward stock purchase contract. The forward stock purchase contract was determined to be indexed to the Company’s own stock and met all of the applicable criteria for equity classification.

During Fiscal 2017, the Company also repurchased 5.2 million common shares through open market transactions for a total cost of $475.0 million. The share repurchase activity is outlined in the table below:

			Fiscal 2017					Fiscal 2016					Fiscal 2015
(in millions, expect per share amounts)	Amount authorized		Shares repurchased	Amount repurchased		Average repurchase price per share		Shares repurchased	Amount repurchased		Average repurchase price per share		Shares repurchased	Amount repurchased		Average repurchase price per share
2016 Program(1)	$	1,375.0	10.0	$	864.4	$	86.40	n/a	n/a		n/a		n/a	n/a		n/a
2013 Program(2)	$	350.0	1.2	$	135.6	$	111.26	1.0	$	130.0	$	127.63	0.3	$	29.8	$	103.37
Total			11.2	$	1,000.0	$	89.10	1.0	$	130.0	$	127.63	0.3	$	29.8	$	103.37

⁽¹⁾  The 2016 Program had $510.6 million remaining as of January 28, 2017.

⁽²⁾  The 2013 Program was completed in May 2016.

n/a Not applicable.

Shares held in treasury by the Company as of January 28, 2017 and January 30, 2016 were 18.9 million and 7.8 million, respectively. Shares were reissued in the amounts of 0.1 million and 0.2 million, net of taxes and forfeitures, in Fiscal 2017 and Fiscal 2016, respectively, to satisfy awards outstanding under existing share-based compensation plans.

Dividends on common shares

	Fiscal 2017					Fiscal 2016					Fiscal 2015
(in millions, except per share amounts)	Cash dividend per share		Total dividends			Cash dividend per share		Total dividends			Cash dividend per share		Total dividends
First quarter	$	0.26	$	20.4		$	0.22	$	17.6		$	0.18	$	14.4
Second quarter	0.26		19.7			0.22		17.6			0.18		14.4
Third quarter	0.26		18.1			0.22		17.5			0.18		14.5
Fourth quarter	0.26		17.7		(1)	0.22		17.5		(1)	0.18		14.4
Total	$	1.04	$	75.9		$	0.88	$	70.2		$	0.72	$	57.7

⁽¹⁾  Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of January 28, 2017 and January 30, 2016, $17.7 million and $17.5 million, respectively, has been recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the cash dividends declared for the fourth quarter of Fiscal 2017 and Fiscal 2016, respectively.

In addition, on March 9, 2017, Signet’s Board declared a quarterly dividend of $0.31 per share on its common shares. This dividend will be payable on May 31, 2017 to shareholders of record on April 28, 2017, with an ex-dividend date of April 26, 2017.

Dividends on preferred shares

As of January 28, 2017, dividends on preferred shares totaling $11.3 million were declared and accrued for by the Company. As disclosed in the consolidated income statements, there were no cumulative undeclared dividends on the preferred shares that reduced net income attributable to common shareholders. In addition, a $0.6 million deemed dividend related to accretion of issuance costs associated with the preferred shares was recognized in Fiscal 2017.

These direct and incremental expenses originally reduced the preferred shares carrying value, and are accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date, November 2024. Accretion relating to these fees of $0.6 million was recorded in the consolidated balance sheet as of January 28, 2017.

Other

As of January 28, 2017, the principal trading market for the Company’s common shares is the New York Stock Exchange (symbol: SIG). The Company also maintained a standard listing of its common shares on the London Stock Exchange (“LSE”) (symbol: SIG) during Fiscal 2016. On February 16, 2016, the Company filed a voluntary application with the United Kingdom’s Financial Conduct Authority to delist its common shares from the LSE. Common shares of the Company continued to trade on the LSE until close of business on March 15, 2016.