Unassociated Document
As filed with the Securities and Exchange Commission on September 10, 2008 
  Registration No. 333- 119099  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

Signet Group plc
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer’s name into English)

England and Wales
(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
CT Corporation
111 Eighth Avenue
New York, New York 10011
(212) -894-8940

(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Deutsche Bank Trust Company Americas
Attention: ADR Department
60 Wall Street,
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
x immediately upon filing ࿇ on [date] at [time]
If a separate registration statement has been filed to register the deposited shares, check the following box. ࿇ 
 
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed
Maximum
Aggregate Price
Per Unit
Proposed
Maximum
Aggregate Offering Price
Amount of
Registration Fee
American Depositary Shares,
each representing ten ordinary
shares of Signet Group plc
N/A
N/A
N/A
N/A
 
 
Deregistration of unissued American Depositary Shares.

 
This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
The offering made under this Registration Statement has been terminated. Accordingly, the registrant hereby de-registers all American Depositary Shares that were registered under this Registration Statement No. 333-119099, in respect of which no shares have been deposited with the depositary, and which therefore have not been, and will not be, issued.
 

PART I
INFORMATION REQUIRED IN PROSPECTUS

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
(a)(1)
Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Signet Group plc, Deutsche Bank Trust Company Americas, as successor deposi-tary (the “Depositary”), and all owners and holders from time to time of American Depositary Receipts issued thereunder (the “Deposit Agreement”). Previously filed.
 
(a)(2)
Form of Amendment to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among Signet Group plc, the Depositary and all owners and holders from time to time of American Depositary Receipts issued thereunder. Previously filed.
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issu-ance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed.
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).
 
(f)
Power of Attorney. Previously filed or otherwise as filed as Exhibit (f) hereto.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary under-takes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, on September 10, 2008.
 
 
Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Signet Group plc.
 
Deutsche Bank Trust Company Americas,
As Depositary
 
 
  By:
/s/James Kelly
  
  Name:
James Kelly
  
  Title:
Vice President
  
       
       
  By:
/s/Chris Konopelko
  
  Name:
Chris Konopelko
  
  Title:
Vice President
  
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities of 1933, Signet Group plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 10, 2008.
 
  SIGNET GROUP PLC  
       
       
By:
/s/Walker Boyd
  
  Name:
Walker Boyd
  
  Title:
Group Finance Director 
  
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on September 10, 2008.
 
Signature
  
Title
  
       
*
  
Group Chief Executive and Director
 
Terry Burman
   (principal executive officer)  
       
/s/Walker Boyd
  
Group Finance Director and Director
 
Walker Boyd
  
(principal financial officer and principal
accounting officer)
  
       
*
  
Chairman of the Board of Directors
  
Sir Malcolm Williamson
      
       
 
  
US Chief Executive and Director
  
Mark Light
      
       
 
  
Director
  
Robert Anderson
      
       
*
  
Director
  
Robert Blanchard
      
       
*
  
Director
  
Dale W. Hilpert
      
       
 
  
Director
  
Lesley Knox
      
       
 
  
Director
  
Robert Walker
      
       
*
  
Director
  
Russell Walls
      
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment to the Registration Statement, solely in the capacity of the duly authorized representative of Signet Group plc in the United States, on September 10, 2008.
 
 
 
By: 
*
  
    Name: Terry Burman    
    Title:  Chairman, Sterling Jewelers, Inc.  
 
 
  *By:
/s/Walker Boyd
  
  Name:
Walker Boyd
  
  Title:
Attorney-in-Fact
  
 
 
Exhibit
Number
 
(e)   Rule 466 Certification
 
(f)    Power of Attorney