Common shares, treasury shares, reserves and dividends

Common shares

The par value of each Common Share is 18 cents. The consideration received for common shares relating to options issued during Fiscal 2019 was $0.0 million (Fiscal 2018: $0.3 million; Fiscal 2017: $2.1 million).

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 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.

In February 2016, the Board authorized the repurchase of Signet’s common shares up to $750.0 million (the “2016 Program”). In August 2016, the Board increased its authorized share repurchase program by $625.0 million, bringing the total authorization for the 2016 Program to $1,375.0 million.

On October 5, 2016, the Company entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase $525.0 million of the Company’s common shares. At inception, the Company paid $525.0 million to the financial institution and took delivery of 4.7 million shares with an initial estimated cost of $367.5 million. In December 2016, the ASR was finalized and the Company received an additional 1.3 million shares. Total shares repurchased under the ASR were 6.0 million shares at an average purchase price of $87.01 per share based on the volume-weighted average price of the Company’s common shares traded during the pricing period, less an agreed discount.

In June 2017, the Board of Directors authorized a new program to repurchase $600.0 million of Signet’s common shares (the “2017 Program”). The 2017 Program may be suspended or discontinued at any time without notice.

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 ASR was accounted for as a treasury stock transaction and a forward stock purchase contract. 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.

The share repurchase activity is outlined in the table below:



			Fiscal 2019					Fiscal 2018					Fiscal 2017
(in millions, expect per share amounts)	Amount authorized		Shares repurchased	Amount repurchased		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⁾	$	600.0	7.5	$	434.4	$	57.64	n/a	n/a		n/a		n/a	n/a		n/a
2016 Program⁽²⁾	$	1,375.0	1.3	$	50.6	$	39.76	8.1	$	460.0	$	56.91	10.0	$	864.4	$	86.40
2013 Program⁽³⁾	$	350.0	n/a	n/a		n/a		n/a	n/a		n/a		1.2	$	135.6	$	111.26
Total			8.8	$	485.0	$	55.06	8.1	$	460.0	$	56.91	11.2	$	1,000.0	$	89.10


⁽¹⁾	The 2017 Program had $165.6 million remaining as of February 2, 2019.


⁽²⁾	The 2016 Program was completed in March 2018.


⁽³⁾	The 2013 Program was completed in May 2016.


n/a	Not applicable.

Shares were reissued in the amounts of 0.2 million and 0.3 million, net of taxes and forfeitures, in Fiscal 2019 and Fiscal 2018, respectively, to satisfy awards outstanding under existing share-based compensation plans. During Fiscal 2019, the Company formally retired 17.2 million common shares previously held as treasury shares in the consolidated balance sheets.

Dividends on common shares



	Fiscal 2019				Fiscal 2018				Fiscal 2017
(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	$	0.37	$	21.8	$	0.31	$	21.3	$	0.26	$	20.4
Second quarter	0.37		19.2		0.31		18.7		0.26		19.7
Third quarter	0.37		19.2		0.31		18.7		0.26		18.1
Fourth quarter⁽¹⁾	0.37		19.2		0.31		18.8		0.26		17.7
Total	$	1.48	$	79.4	$	1.24	$	77.5	$	1.04	$	75.9

⁽¹⁾

Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of February 2, 2019 and February 3, 2018, $19.2 million and $18.8 million, respectively, has been recorded in accrued expenses and other current liabilities in the consolidated balance sheets reflecting the cash dividends declared for the fourth quarter of Fiscal 2019 and Fiscal 2018, respectively.

In addition, on February 28, 2019, Signet’s Board declared a quarterly dividend of $0.37 per share on its common shares. This dividend will be payable on May 31, 2019 to shareholders of record on May 3, 2019, with an ex-dividend date of May 2, 2019.

Dividends on preferred shares



	Fiscal 2019		Fiscal 2018		Fiscal 2017
(in millions)	Total cash dividends		Total cash dividends		Total cash dividends
First quarter	$	7.8	$	7.8	$	—
Second quarter	7.8		7.8		—
Third quarter	7.8		7.8		—
Fourth quarter⁽¹⁾	7.8		7.8		11.3
Total	$	31.2	$	31.2	$	11.3

⁽¹⁾

Signet’s preferred shares dividends results in the dividend payment date being a quarter in arrears from the declaration date. As a result, as of February 2, 2019 and February 3, 2018, $7.8 million has been recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the cash dividends on preferred shares declared for the fourth quarter of Fiscal 2019 and Fiscal 2018.

There were no cumulative undeclared dividends on the preferred shares that reduced net income attributable to common shareholders during Fiscal 2019. In addition, deemed dividends of $1.7 million related to accretion of issuance costs associated with the preferred shares were recognized in Fiscal 2019 and Fiscal 2018.