As filed with the Securities and Exchange Commission on September 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
BermudaNot Applicable
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
Clarendon House, 2 Church Street
Hamilton HM11, Bermuda
(441) 296 5872
(Address of Principal Executive Offices)
Signet Jewelers Limited 2018 Omnibus Incentive Plan
(Full title of the plan)
Virginia C. Drosos
375 Ghent Road
Akron, Ohio 44333
(Name and address of agent for service)
(330) 668-5000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer☐ Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐




REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) of Signet Jewelers Limited (the “Company” or the “Registrant”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, to register 900,000 additional shares of the Company’s common stock, $0.18 par value per share (the “Common Stock”), under the Second Amended and Restated 2018 Omnibus Incentive Plan. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 15, 2018 (Registration No. 333-225653) and July 1, 2020 (Registration No. 333-239582), to the extent not superseded hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(1)    The Registrant’s Annual Report on Form 10-K filed with the Commission on March 21, 2024 (File No. 001-32349);
(2)    The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on June 13, 2024 (File No. 001-32349) and September 12, 2024 (File No. 001-32349); and
(3)    The Registrant’s Current Reports on Form 8-K filed with the Commission on February 28, 2024, March 20, 2024, April 3, 2024 (other than Items 7.01 and 9.01 contained therein, which have been furnished, but not filed, with the Commission), July 2, 2024 and August 27, 2024.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the date of filing or submission (as applicable) of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any modified or superseded statement shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.


Item 8.    Exhibits.
Exhibit
Number		Description
3.1
3.2
4.1
5.1*
10.1
23.1*
23.2*
24.1*
107*
* Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Signet Jewelers Limited in the United States, on this 12th day of September 2024.

SIGNET JEWELERS LIMITED
By:/s/ Virginia C. Drosos
Name:Virginia C. Drosos
Title:Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Virginia C. Drosos, Joan M. Hilson and Stash Ptak, or any of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

SignatureTitleDate
/s/ Virginia C. DrososChief Executive Officer and Director (Principal Executive Officer)
September 12, 2024
Virginia C. Drosos
/s/ Joan M. HilsonChief Financial, Strategy & Services Officer (Principal Financial Officer)
September 12, 2024
Joan M. Hilson
/s/ Vincent CiccoliniSenior Vice President Finance & Chief Accounting Officer (Principal Accounting Officer)
September 12, 2024
Vincent Ciccolini
/s/ Helen McCluskeyChair of the Board
September 12, 2024
Helen McCluskey
/s/ André V. BranchDirector
September 12, 2024
André V. Branch
/s/ Sandra B. CochranDirector
September 12, 2024
Sandra B. Cochran


/s/ R. Mark GrafDirector
September 12, 2024
R. Mark Graf
/s/ Zackery HicksDirector
September 12, 2024
Zackery Hicks
/s/ Sharon L. McCollamDirector
September 12, 2024
Sharon L. McCollam
/s/ Nancy A. ReardonDirector
September 12, 2024
Nancy A. Reardon
/s/ Jonathan SeifferDirector
September 12, 2024
Jonathan Seiffer
/s/ Brian TilzerDirector
September 12, 2024
Brian Tilzer
/s/ Eugenia UlasewiczDirector
September 12, 2024
Eugenia Ulasewicz
/s/ Dontá L. Wilson
DirectorSeptember 12, 2024
Dontá L. Wilson



Document

Exhibit 5.1
12 September 2024
Matter No.:353328
Doc Ref: 24704253
+1 441 298 7861
robert.alexander@conyers.com
Signet Jewelers Limited
Clarendon House
2 Church Street
Hamilton HM 11 Bermuda

Dear Sirs,

Re: Signet Jewelers Limited (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 12 September 2024 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of an additional 900,000 common shares, par value US$0.18 per share (the “Common Shares”) issuable under the Signet Jewelers Limited Second Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”). The terms “Plan” does not include any other document or agreement whether or not specifically referred to in any one or more Plan or attached as an exhibit or schedule to any one or more Plan.

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 30 August 2024, and an extract of minutes of a meeting of its directors held on 8 May 2024 (the “Resolutions”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us; (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein; (f) the validity and binding effect under the laws of the state of Ohio of the Plan in accordance with its respective terms; (g) that there is no provision of any award, award agreement or sub-plan which would have any implication in relation to the opinions expressed herein; (h) that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; (i) that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares; (j) that the Company’s shares will be listed on an appointed stock exchange, as defined in the


Companies Act 1981, as amended, and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority dated 25 June 2008 will not have been revoked or amended at the time of issuance of any Common Shares; and (l) that the Plan is approved by a resolution of the Company’s members at a duly convened, constituted and quorate general meeting.

We express no opinion with respect to the issuance of shares pursuant to any provision of the Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

On the basis of, and subject to, the foregoing, we are of the opinion that:

1.The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2.When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.


Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

Document
Exhibit 23.2

Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 20, 2024, with respect to the consolidated financial statements of Signet Jewelers Limited, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP
Cleveland, Ohio
September 12, 2024

exfilingfees
0000832988EX-FILING FEESFALSEsharesiso4217:USDxbrli:sharesiso4217:USDxbrli:pure00008329882024-09-122024-09-12000083298812024-09-122024-09-12

Exhibit 107

Calculation of Filing Fee Tables
Form S-8
(Form Type)

Signet Jewelers Limited
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount to be Registered (1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering PriceFee Rate
Amount of Registration Fee(2)
EquityCommon Shares, par value $0.18 per share457(c) and 457(h)900,000$77.935$70,141,5000.0001476$10,352.89
Total Offering Amounts$70,141,500$10,352.89
Total Fee Offsets(3)
$0.00
Net Fee Due$10,352.89

(1)This Registration Statement on Form S-8 (this “Registration Statement”) covers an additional 900,000 shares of common stock, par value $0.18 per share (“Common Shares”), of Signet Jewelers Limited (the “Registrant”) authorized for issuance under the Signet Jewelers Limited 2018 Omnibus Incentive Plan (as amended to the date hereto, the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for one of the Common Shares on the New York Stock Exchange on September 6, 2024.
(3)There are no fee offsets.