XML 37 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Common shares, treasury shares, and dividends
12 Months Ended
Jan. 29, 2022
Equity [Abstract]  
Common shares, treasury shares, and dividends Common shares, treasury shares, and dividends
Common shares
The par value of each Common Share is 18 cents. There have been no issuance of common shares in Fiscal 2022, Fiscal 2021, or Fiscal 2020.
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 may be held as treasury shares and used by Signet primarily for issuance of share based awards (refer to Note 27), or 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.
On August 23, 2021, the Board authorized a reinstatement of repurchases under the 2017 Program, as well as an increase in the remaining amount of shares authorized for repurchase under the 2017 Program from $165.6 million to $225 million. In January 2022, the Board increased its authorized share repurchase program by $500 million, bringing the total authorization for the 2017 Program to $1.2 billion.
On January 21, 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase the Company’s common shares for an aggregate amount of $250 million. As of January 29, 2022, the Company has made a prepayment of $250 million and took delivery of 2.5 million shares based on a price of $80 per share, which is 80% of the total prepayment amount. On March 14, 2022, the Company received an additional 0.8 million shares, representing the remaining 20% of the total prepayment and final settlement of the ASR. The number of shares received at final settlement was based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR.
The ASR was accounted for as a purchase of common shares and a forward purchase contract. 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 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 and was reflected as additional paid in capital as of January 29, 2022.
The share repurchase activity is outlined in the table below:
Fiscal 2022Fiscal 2021Fiscal 2020
(in millions, expect per share amounts)Amount
authorized
Shares
repurchased
Amount
repurchased (2)
Average
repurchase
price per
share
Shares
repurchased
Amount
repurchased
Average
repurchase
price per
share
Shares
repurchased
Amount
repurchased
Average
repurchase
price per
share
2017 Program (1)
$1,159.4 3.2 $261.8 $81.16 — — $0.00 — $— $0.00 
(1)    The 2017 Program had $413.2 million remaining as of January 29, 2022.
(2)    The amount repurchased in Fiscal 2022 excludes $50 million related to the forward purchase contract in the ASR.
Shares were reissued in the amounts of 2.5 million, 0.0 million and 0.4 million, net of taxes and forfeitures, in Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively, to satisfy awards outstanding under existing share-based compensation plans. During Fiscal 2022, there were no retirements of common shares previously held as treasury shares in the consolidated balance sheets.
Dividends on common shares
As a result of COVID-19, Signet’s Board elected to temporarily suspend the dividend program on common shares, effective in the first quarter of Fiscal 2021. The Board elected to reinstate the dividend program on common shares beginning in second quarter of Fiscal 2022.
Fiscal 2022Fiscal 2021Fiscal 2020
(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
$0.00  $0.00 $— $0.37 $19.3 
Second quarter
0.18 9.5 0.00 — 0.37 19.3 
Third quarter
0.18 9.5 0.00 — 0.37 19.4 
Fourth quarter (1)
0.18 9.0 0.00 — 0.37 19.4 
Total
$0.54 $28.0 $0.00 $— $1.48 $77.4 
(1)    Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of January 29, 2022 there was $9.0 million recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the cash dividends declared for the fourth quarter of Fiscal 2022. There were no dividends declared or accrued as of January 30, 2021.
.
Dividends on preferred shares
Fiscal 2022Fiscal 2021Fiscal 2020
(in millions)Total dividendsTotal dividendsTotal dividends
First quarter$8.2 $7.8 $7.8 
Second quarter
8.2 7.9 7.8 
Third quarter
8.3 8.0 7.8 
Fourth quarter (1)
8.2 8.1 7.8 
Total
$32.9 $31.8 $31.2 
(1)    Signet’s dividend policy results in the preferred share dividend payment date being a quarter in arrears from the declaration date. As a result, as of January 29, 2022 and January 30, 2021, $8.2 million and $8.1 million, respectively, has been recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the dividends on preferred shares declared for the fourth quarter of Fiscal 2022 and Fiscal 2021. As disclosed in Note 7, the Fiscal 2022 and Fiscal 2021 dividends were paid in cash and “in-kind”, respectively.
There were no cumulative undeclared dividends on the preferred shares that reduced net income attributable to common shareholders during Fiscal 2022. In addition, deemed dividends of $1.7 million related to accretion of issuance costs associated with the preferred shares were recognized in Fiscal 2022, Fiscal 2021 and Fiscal 2020.