Obligation Signet Jewelers 4.7% ( US82671AAA16 ) en USD

Signet Jewelers

100.5 % ⇌

Royaume-Uni

US82671AAA16 ( en USD )

4.7% par an ( paiement semestriel )

15/06/2024

Prospectus brochure de l'obligation Signet Jewelers US82671AAA16 en USD 4.7%, échéance 15/06/2024

2 000 USD

400 000 000 USD

82671AAA1

BB- ( Spéculatif )

B2 ( Très spéculatif )

15/06/2024 ( Dans 50 jours )

L'Obligation émise par Signet Jewelers ( Royaume-Uni ) , en USD, avec le code ISIN US82671AAA16, paye un coupon de 4.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2024

L'Obligation émise par Signet Jewelers ( Royaume-Uni ) , en USD, avec le code ISIN US82671AAA16, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Signet Jewelers ( Royaume-Uni ) , en USD, avec le code ISIN US82671AAA16, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-195865
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximm Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
4.700% Senior Notes due 2024

$400,000,000

$51,520
Guarantees of 4.700% Senior Notes due 2024(2)

--

--

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2) Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees.
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Prospectus supplement
To prospectus dated May 12, 2014

Guaranteed by
Signet UK Finance plc (the "Issuer"), an indirect whol y owned subsidiary of Signet Jewelers Limited (the "Parent"), is offering $400,000,000 aggregate principal
amount of its 4.700% Senior Notes due 2024 (the "notes"). The Issuer wil pay interest on the notes semiannually on June 15 and December 15 of each year,
beginning on December 15, 2014. The notes wil mature on June 15, 2024.
The notes are being issued as part of the financing for our proposed acquisition (the "Zale Acquisition") of Zale Corporation ("Zale"). If the Zale Acquisition is not
consummated or the related merger agreement is terminated, in each case, on or prior to February 19, 2015, the Issuer wil be required to redeem the notes at a
redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the special mandatory redemption
date, as described under "Description of the notes--Special mandatory redemption."
Prior to March 15, 2024 (three months prior to the maturity date), the Issuer may redeem some or al of the notes at any time at a "make-whole" redemption
price determined as set forth under "Description of the notes--Optional redemption." On or after March 15, 2024 (three months prior to the maturity date), the
Issuer may redeem some or al of the notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but
not including, the date of redemption as set forth under "Description of the notes--Optional redemption." The Issuer may also redeem all of the notes at a price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law. Upon the
occurrence of a "change of control repurchase event," the Issuer wil be required to make an offer to repurchase the notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase, as described under "Description of the notes--Purchase of
notes upon a change of control repurchase event."
The notes wil be guaranteed on a senior unsecured basis by Parent and all of its existing and future direct and indirect subsidiaries that wil guarantee or be
borrowers under our senior credit facilities (as defined herein) (other than the Issuer). The notes wil be the Issuer's senior unsecured obligations and wil rank
equal y in right of payment with all of its existing and future unsecured and unsubordinated obligations. The note guarantees will be the guarantors' senior
unsecured obligations and wil rank equally in right of payment with all of their existing and future unsecured and unsubordinated obligations. In addition, the notes
wil be structurally subordinated to the liabilities of the non-guarantor subsidiaries.
The notes are a new issue of securities with no established trading market. We intend to apply for the notes to be listed on the Official List of the Luxembourg
Stock Exchange fol owing the consummation of this offering.
Investing in the notes involves risks. See "Risk factors" beginning on page S-14 for a discussion of certain risks that you should consider in
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connection with an investment in the notes.

Per Note
Total
Public offering price(1)
99.599%

$
398,396,000
Underwriting discount
1.125%

$
4,500,000
Proceeds, before expenses, to us
98.474%

$
393,896,000

(1) Plus accrued interest, if any from May 19, 2014.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
We expect that delivery of the notes wil be made to investors in book-entry form through The Depository Trust Company on or about May 19, 2014.
Joint book-running managers

J.P. Morgan

Fifth Third Securities

PNC Capital Markets LLC
Co-managers

HSBC

RBS
The date of this prospectus supplement is May 14, 2014.
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Prospectus supplement

Page
About this prospectus supplement

S-1

Where you can find more information; incorporation of certain documents by reference

S-2

Forward-looking statements

S-4

Summary

S-6

The offering

S-10
Risk factors

S-14
Ratio of earnings to fixed charges

S-23
Use of proceeds

S-24
Capitalization

S-25
Description of other debt

S-26
Description of the notes

S-29
Book-entry, delivery and form

S-53
Certain U.S. federal income tax consequences to U.S. Holders

S-56
Certain U.K. tax considerations

S-59
Certain ERISA considerations

S-62
Underwriting (conflicts of interest)

S-64
Legal matters

S-68
Experts

S-68
Prospectus

Page
About this Prospectus

1

Where You Can Find Additional Information; Incorporation of Certain Documents by Reference

2

Forward-Looking Statements

3

Signet

4

The Issuer

4

Risk Factors

5

Ratio of Earnings to Fixed Charges

6

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Use of Proceeds

7

Description of Securities

8

Plan of Distribution

9

Enforcement of Civil Liabilities

10

Legal Matters

12

Experts

12

S-i
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This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and related note
guarantees and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information. We refer to
this prospectus supplement and the accompanying prospectus col ectively as the "prospectus." If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in the prospectus or any free writing prospectus relating to this offering and filed by
us with the Securities and Exchange Commission (the "SEC"). Neither we nor the underwriters have authorized anyone to provide you with information other than
that contained or incorporated by reference in the prospectus. If anyone provides you with information other than that contained or incorporated by reference in
the prospectus, you should not rely on it. You should assume that the information contained or incorporated by reference in the prospectus or any free writing
prospectus relating to this offering and filed by us with the SEC is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
We and the underwriters are not making an offer to sel the notes in jurisdictions where the offer or sale is not permitted. The distribution of this prospectus and
the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must
inform themselves about and observe any restrictions relating to the offering of the notes and the distribution of this prospectus outside the United States. This
prospectus does not constitute, and may not be used in connection with, an offer to sel , or a solicitation of an offer to buy, any securities offered by this
prospectus by any person in any jurisdiction in which it is unlawful for a person to make an offer or solicitation.
Unless the context otherwise requires, al references to (i) "Signet," "we," "us," and "our" refer to Signet Jewelers Limited, a Bermuda corporation, and its
consolidated subsidiaries, including the Issuer (i ) the "Issuer" are to Signet UK Finance plc, an indirect wholly owned subsidiary of Parent, and (ii ) "Parent" are to
Signet Jewelers Limited, but not its consolidated subsidiaries.

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Parent is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
with the Exchange Act, it files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials filed
with the SEC at the SEC's Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. Please cal the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference room. Parent's SEC filings are also available to the public on the SEC's Internet site at http://www.sec.gov and
can also be found on our website at http://www.signetjewelers.com. However, the information on or accessible through our website is not a part of this
prospectus supplement or the accompanying prospectus. In addition, you can inspect reports and other information Parent files at the office of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Issuer has filed with the SEC a registration statement on Form S-3 with respect to the notes offered hereby. This prospectus supplement does not contain all
the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For further information
with respect to us and the notes offered hereby, reference is made to the registration statement.
The SEC al ows the Issuer to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information
about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this
prospectus supplement. This prospectus supplement incorporates by reference the documents and reports of Parent listed below (other than portions of these
documents that are deemed to have been furnished and not filed):
· Annual Report on Form 10-K for the year ended February 1, 2014, filed with the SEC on March 27, 2014 ("our Form 10-K");
· The portions of its Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2014, which were incorporated by reference into our
Form 10-K; and
· Current Reports on Form 8-K filed on April 7, 2014, May 12, 2014 and May 13, 2014 (including the information furnished under Item 2.02 and
Item 7.01 thereof).
We also incorporate by reference the information contained in al other documents Parent files with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act (other than portions of these documents that are deemed to have been furnished and not filed in accordance with SEC rules, including current
reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements in exhibits relating thereto furnished pursuant to Item 9.01) unless
specifically incorporated by reference herein) after the date of this prospectus supplement and prior to the termination of this offering. The information contained
in any such document wil be considered part of this prospectus supplement from the date the document is filed with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement wil be deemed to be modified or
superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded wil not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

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We undertake to provide without charge to any person to whom a copy of this prospectus supplement is delivered, upon oral or written request of such person, a
copy of any or all of the documents that have been incorporated by reference in this prospectus supplement, other than exhibits to such other documents (unless
such exhibits are specifical y incorporated by reference therein). Requests for such copies should be directed to James Grant at 375 Ghent Road, Akron, Ohio
44333, (330) 668-5000 or Ali Johnson at 110 Cannon Street, London EC4N 6EU, United Kingdom, +44 207 648 5200.

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Some of the statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein are
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended
(the "Securities Act") and Section 21E of the Exchange Act. These statements, based upon management's beliefs and expectations as wel as on assumptions
made by and data currently available to management, appear in a number of places throughout this prospectus supplement (including the information incorporated
by reference) and include statements regarding, among other things, Signet's results of operation, financial condition, liquidity, prospects, growth, strategies and
the industry in which Signet operates. The use of the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may,"
"forecast," "objective," "plan" or "target" and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are
not guarantees of future performance and are subject to a number of risks and uncertainties, including but not limited to:
· general economic conditions;
· risks relating to Signet being a Bermuda corporation;
· the merchandising, pricing and inventory policies fol owed by Signet;
· the reputation of Signet and its brands;
· the level of competition in the jewelry sector;
· the cost and availability of diamonds, gold and other precious metals;
· regulations relating to consumer credit;
· seasonality of Signet's business;
· financial market risks;
· deterioration in consumers' financial condition;
· exchange rate fluctuations;
· changes in consumer attitudes regarding jewelry;
· management of social, ethical and environmental risks;
· security breaches and other disruptions to Signet's information technology infrastructure and databases;
· inadequacy in and disruptions to internal controls and systems;
· changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions;
· the ability to complete the acquisition of Zale;
· the ability to obtain Zale stockholder approval;
· the potential impact of the announcement and consummation of the Zale acquisition on relationships, including with employees;

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