Item 8.01 Other Events
Share Repurchases
On January 21, 2022, Signet Jewelers Limited (the "Company") engaged in two
share repurchase actions, consistent with the Company's stated capital strategy.
Tenets of the Company's capital strategy are: 1) investing in its business to
drive growth in line with the Company's overall business strategy; 2) ensuring
adequate liquidity through a strong cash position and financial flexibility
under its debt arrangements; and 3) returning excess cash to shareholders.
A summary of the share repurchase actions are as follows:
1.The Company entered into an accelerated share repurchase agreement (the "ASR
Agreement") with HSBC Bank USA, National Association ("HSBC") to repurchase $250
million of the Company's common stock. Under the terms of the ASR Agreement, the
Company will make a payment of $250 million to HSBC and will receive an initial
delivery of approximately 2,500,000 shares from HSBC on or around January 24,
2022. The total number of shares that the Company will repurchase under the ASR
Agreement generally will be based on the average of the daily volume-weighted
average prices of the Company's common stock during the term of the ASR
Agreement. Upon final settlement of the ASR Agreement, under certain
circumstances, HSBC may be required to deliver additional shares of common stock
to the Company, or, under certain circumstances, the Company may be required to
make a cash payment or to deliver shares of its common stock to HSBC. Final
settlement of the transactions under the ASR Agreement is expected to occur
during the fiscal quarter ending April 30, 2022.
2.The Company also repurchased 258,644 shares in open market transactions at an
average cost per share of $79.91 for a total of approximately $20.7 million.
This transaction is part of the Company's existing multi-year share repurchase
authorization.
After consideration of both share repurchase actions, there will be
approximately $413 million remaining under Signet's existing multi-year share
repurchase authorization.
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