- Part I: Summary
- Part II: Risk Factors
- Impact of general economic conditions
- Staff
- Short term variations in consumer preferences, merchandise selection, inventory and pricing
- Reputation and marketing
- Long term changes in consumer attitudes to jewellery
- Store portfolio
- Competition
- Suppliers
- Raw materials and the supply chain
- Seasonality
- Social, ethical and environmental risks
- Internal controls and systems
- Legal actions
- Regulatory requirements
- US GAAP
- Acquisitions
- Pensions
- Equity and debt financing
- Financial market risks
- Loss of one or more key executive officers or employees
- Implementation of the Proposal
- Market price of Common Shares
- Future sales of Common Shares by existing shareholders
- Dilution to Common Shares
- Rights as a Depositary Interest Holder
- Limitations on the transferability of the Common Shares
- Changes in tax treatment
- Secondary listing
- Consequences of a secondary listing
- Proceedings against Signet Jewelers Limited
- More extensive US regulation of the Company
- Part III: The Scheme of Arrangement and Share Capital Consolidation
- Part IV: Directors, Company Secretary, Registered Office and Advisers
- Part V: Presentation of Statisical Data and Other Information
- Part VI: Information on The Group
- Part VII: Directors and Corporate Governance
- Part VIII: Selected Financial Information
- Part IX: Operating and Financial Review
- Part X: Accountant's Reports and Financial Information
- Part XI: Interim Financial Information of The Group for The 26 Week Period Ended 2 August 2008
- Part XII: Additional Information
- Part XIII: Definitions
1.29 Consequences of a secondary listing
It is intended that an application will be made for the Common Shares to be listed on the Official List (by way of secondary listing) pursuant to Chapter 14 of the Listing Rules. As a company with a secondary listing on the Official List, the Company will not be required, and does not intend, to comply with the full provisions of the Listing Rules, including the following:
- Chapter 6 of the Listing Rules relating to additional requirements for listings of equity securities;
- Chapter 7 of the Listing Rules regarding the listing principles;
- Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the company in understanding and meeting its responsibilities under the Listing Rules;
- Chapter 9 of the Listing Rules relating to the continuing obligations of a company after admission (and including the requirements of the Model Code of Directors' Dealings);
- Chapter 10 of the Listing Rules relating to significant transactions;
- Chapter 11 of the Listing Rules regarding related party transactions;
- Chapter 12 of the Listing Rules regarding purchases by the Company of its own shares; and
- Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.
The Company believes that Shareholders should be aware that the FSA is currently undertaking a review of, and has published a discussion paper setting out possible changes to, the current UK listing regime. Whilst the review is wide-ranging, in relation to secondary listings, if certain of the options set out for consideration in the discussion paper were implemented they could result in: (1) shares that are listed by way of secondary listing being removed from the Official List (such shares would continue to trade on the LSE and would be subject to "directive-minimum" requirements which are broadly similar to the Listing Rules currently applicable to a secondary listing); or (2) the current structure being retained but a secondary listing being re-labelled as a "Tier 2 Listing". In either of these cases the FSA would continue to have regulatory oversight as the securities would still be admitted to trading on a regulated market. The FSA has also requested comments on whether there should be increased corporate governance control in relation to overseas issuers including restrictions on shares being issued on a non-pre-emptive basis. A feedback statement from the FSA is expected to be published during the third quarter of 2008 (but no date has been set as to when any possible changes may be adopted). The above represents the Company's views and interpretation of the FSA discussion paper in so far as it may affect secondary listings and the Company has not been required by the FSA to make any reference to this review in this document. The full discussion paper is available at the FSA's website at www.fsa.gov.uk/pubs/discussion/dp08_01.pdf.
As the Company is incorporated and registered in Bermuda, the Takeover Code will not apply to it and investors will not be able to benefit from its provisions. Bermuda law does not, unlike English law, contain any provisions which are designed to regulate the way in which takeovers are conducted. The Bye-laws contain certain takeover protections (as set out in more detail in Part XII of this document), although these will not provide the full protections afforded by the Takeover Code.