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As filed with the Securities and Exchange Commission on September 17, 2004

Registration No. 333-          



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

            o immediately upon filing    o on [date] at [time]

        If a separate registration statement has been filed to register the deposited shares, check the following box. o

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 thirty ordinary shares of Signet Group plc   50,000,000 ADSs   $0.05   $2,500,000   $316.75

*
Each unit represents one American Depositary Share.
**
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

        This Registration Statement 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.





PART I
INFORMATION REQUIRED IN PROSPECTUS

        The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to the Registration Statement which is incorporated herein by reference.


Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Cross Reference

Item Number and Caption

  Location in Form of Receipt Filed Herewith as Prospectus
1.       Name and address of depositary   Introductory Article

2.

 

 

 

Title of American Depositary Receipts and identity of deposited

 

Face of Receipt, top center securities

 

 

Terms of Deposit:

 

 

 

 

(i)

 

The amount of deposited securities represented by one unit of American Depositary Receipts

 

Face of Receipt, upper right corner

 

 

(ii)

 

The procedure for voting, if any, the deposited securities

 

Articles number 13, 14 and 18

 

 

(iii)

 

The collection and distribution of dividends

 

Articles number 4, 11, 13 and 18

 

 

(iv)

 

The transmission of notices, reports and proxy soliciting material

 

Articles number 9, 10, 13, 14, 16 and 18

 

 

(v)

 

The sale or exercise of rights

 

Articles number 12, 13 and 18

 

 

(vi)

 

The deposit or sale of securities resulting from dividends, splits or plans of reorganization

 

Articles number 11, 13, 15 and 18

 

 

(vii)

 

Amendment, extension or termination of the deposit

 

Articles number 20 and 21

 

 

(viii)

 

Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

 

Article number 16

 

 

(ix)

 

Restrictions upon the right to deposit or withdraw the underlying securities

 

Articles number 2, 3, 4, 5 and 22

 

 

(x)

 

Limitation upon the liability of the depositary

 

Articles number 12,18 and 21

3.

 

Fees and Charges

 

Article number 15
             

2



Item—2. AVAILABLE INFORMATION

(b) Statement that Signet Group plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.

 

Article number 10

3



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS


Item 4. UNDERTAKINGS

4



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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, on September 14, 2004.

    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/  
JEFF MARGOLICK      
Name: Jeff Margolick
Title: Vice President

 

 

By:

 

/s/  
CLARE BENSON      
Name: Clare Benson
Title: Vice President

5



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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London on September 17, 2004.

    SIGNET GROUP PLC

 

 

By:

 

/s/  
WALKER BOYD      
Name: Walker Boyd
Title: Group Finance Director

6



POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Walker Boyd, James McAdam and Terry Burman and each of them severally his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of the said attorneys-in-fact and agents full power to act, with or without the others, and full power and authority to do and perform each and every act which such attorneys-in-fact and agents, or any one of them, may deem requisite and necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on September 17, 2004.

Signature
  Title

 

 

 
/s/  JAMES MCADAM      
James McAdam
  Chairman of the Board of Directors

/s/  
TERRY BURMAN      
Terry Burman

 

Group Chief Executive Officer and Director

/s/  
ROBERT BLANCHARD      
Robert Blanchard

 

Director

/s/  
BROOKE LAND      
Brooke Land

 

Director

/s/  
DALE HILPERT      
Dale Hilpert

 

Director

/s/  
WALKER BOYD      
Walker Boyd

 

Group Finance Director (Chief Financial Officer)

/s/  
RUSSELL WALLS      
Russell Walls

 

Director

7



SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

        Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Signet Group plc has signed this Registration Statement on September 17, 2004.

    Signet Group plc

 

 

By:

 

/s/  
TERRY BURMAN      
Name: Terry Burman
Title: Group Chief Executive and Director

8



INDEX TO EXHIBITS

Exhibit
Number

   
  Sequentially Numbered Page
(a)   Form of Amended and Restated Deposit Agreement    

(d)

 

Opinion of counsel to the Depositary as to the legality of the securities to be registered.

 

 

9




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PART I INFORMATION REQUIRED IN PROSPECTUS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
POWER OF ATTORNEY
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
INDEX TO EXHIBITS