Acquisition / Cash Offer for ODIM ASA

26 February 2010                                

         Not for release, publication or distribution in or into Japan         

          ROLLS-ROYCE ANNOUNCES £154M RECOMMENDED OFFER FOR ODIM ASA           

Rolls-Royce, the global power systems company, today announced that it has
reached an agreement with the Board of ODIM ASA to launch a recommended cash
offer for the 67 per cent of the share capital not already held by the Group.

Under the terms of the agreement, Rolls-Royce (the "offeror") will offer 
ODIM ASA shareholders NOK 45 per share, representing a total consideration of
approximately NOK 1.4bn (circa £154m), to be settled in cash from the Group's 
existing resources. Rolls-Royce currently holds 15,545,634 ODIM ASA shares, 
comprising 33 per cent of the issued share capital acquired for 
NOK 45 per share in July 2009.

Listed on the Oslo Stock Exchange, ODIM ASA is a Norwegian marine technology
company which develops and sells advanced automated handling systems for
seismic and offshore vessels. Rolls-Royce has complementary capabilities in
integrated ship systems for the offshore industry, including ship design and
the design and integration of power and propulsion systems.

ODIM ASA's Board of Directors has unanimously recommended that its shareholders
accept the offer. In addition, the Board of Directors and members of management
holding shares have undertaken to accept the offer.

John Paterson, President of Rolls-Royce Marine said: "This is an attractive
proposition. ODIM ASA is rich in technology with a unique subsea and deepwater
capability that complements our own activities. Integrating ODIM ASA's
innovative technology and highly skilled people into our business will enable
us to optimise our offering and provide our global customer base with a wider
range of products and services in this important market segment."

Njål Sævik, Chairman of ODIM ASA, stated: "Our Board has examined all strategic
options to maximise shareholder value and considers Rolls-Royce an attractive
owner. We have undertaken a careful review of the terms and conditions of the
offer and are unanimous in recommending that our shareholders accept the
offer."

Arild Hatløy, CFO and acting CEO of ODIM ASA said: "We see great potential for
ODIM ASA in becoming part of a truly global business. We believe that
Rolls-Royce's ownership will help us to optimise our business, enabling us to
better serve our customers, as well as expanding opportunities for our
employees."

Further information on the offer:

The offer will be made by Rolls-Royce Marine AS, a wholly-owned subsidiary of
Rolls-Royce Group plc.

The complete details of the offer, including all terms and conditions, will be
contained in an offer document to be sent to ODIM ASA shareholders following
review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the
Norwegian Securities Trading Act. The offer document is expected to be sent to
ODIM ASA shareholders on or around 1st March 2010 and the offer period is
expected to be 20 business days.

As further detailed and specified in the offer document, the offer will be
subject to the following conditions being satisfied or waived:

 a. the offeror receiving valid acceptances of the offer in respect of a number
    of ODIM ASA shares which, together with shares already held by the offeror,
    exceeds 90 per cent of the total number of shares and votes in ODIM ASA on
    a fully diluted basis;
   
 b. ODIM ASA's Board not having amended or withdrawn its recommendation of the
    offer, except with the consent of the offeror;
   
 c. receipt of all necessary permits and approvals from governmental and
    regulatory authorities for the completion of the offer;
   
 d. no court or other authority having taken any legal action that restrains or
    prohibits the consummation of the offer or imposes conditions which are not
    acceptable to the offeror;
   
 e. there having been no changes to the issued share capital of ODIM ASA;
   
 f. ODIM ASA having conducted its business in the ordinary course and in
    accordance with applicable laws and regulations.
   
If as a result of the offer, the offeror acquires and holds more than 
90 per cent of the total number of shares and votes in ODIM ASA on a fully 
diluted basis, the offeror intends to carry out a compulsory acquisition of the
remaining shares in ODIM ASA, and then intends to file an application with the
Oslo Stock Exchange to de-list the shares of ODIM ASA.

NM Rothschild & Sons Limited is acting as sole financial adviser to
Rolls-Royce, and Wiersholm, Mellbye & Bech, advokatfirma AS and 
Freshfields Bruckhaus Deringer LLP are acting as legal advisers.

The offer and any acceptances thereof shall be governed by and construed in
accordance with the laws of Norway. The courts of Norway shall have exclusive
jurisdiction over any dispute arising out of or in connection with the offer.

Disclosure of ownership of and rights to shares

Rolls-Royce currently holds 15,545,634 ODIM ASA shares, comprising 33 per cent
of the issued share capital and voting rights of ODIM ASA. In addition,
shareholders holding a total of 633,800 shares, corresponding to 1.35 per cent
of the issued share capital and voting rights of ODIM ASA, undertook to accept
the offer after close of trading on 25 February 2010, causing ODIM ASA to
exceed the disclosure threshold of 1/3 of the share capital and voting rights
of ODIM ASA.

Notes to Editors

 1. Rolls-Royce, a world leading provider of power systems and services for use
    on land, at sea and in the air, has established a strong position in global
    markets - civil aerospace, defence aerospace, marine and energy.
   
 2. Rolls-Royce employs over 38,000 skilled people in offices, manufacturing
    and service facilities in 50 countries. The Group has a strong commitment
    to apprentice and graduate recruitment, and to further developing employee
    skills.
   
 3. In 2009, Rolls-Royce invested £864m on research and development, two thirds
    of which had the objective of further improving the environmental aspects
    of its products, in particular the reduction of emissions.
   
 4. Annual underlying revenues were £10.1bn in 2009, of which about half came
    from services revenues. The firm and announced order book stood at £58.3bn
    at 31 December 2009, providing visibility of future levels of activity.
   
 5. The Marine business of Rolls-Royce employs 8,000 people in 34 countries
    with the main manufacturing centres being in the UK, the Nordic countries,
    the United States and increasingly Asia.
   
 6. Rolls-Royce is a world leader in marine solutions, providing products,
    service and expertise to more than 30,000 vessels in the offshore,
    merchant, naval surface and submarine markets. It designs ships and its
    product range includes propulsion systems featuring diesel engines and gas
    turbines, propellers, thrusters and water jets. Rolls-Royce also provides
    manoeuvring and stabilising systems and deck machinery.
   
 7. ODIM ASA is a global technology group that engineers and produces advanced
    and complete automated handling solutions in the offshore oil & gas, naval
    and power generation markets.
   
 8. ODIM ASA is headquartered in Hareid, Norway, with operations in six
    countries, including Norway, Canada, Singapore and Vietnam and employs
    approximately 900 people worldwide.
   
 9. ODIM ASA's annual revenues were NOK 1,996m (circa £217m) in 2009, of which
    95 per cent represents marine applications, generating profit before tax of
    NOK 126m (circa £14m).
   
10. ODIM ASA has over 35 years of experience within the seismic and offshore
    supply market. ODIM ASA also has a solid position in specialist areas of
    the defence and nuclear markets. The Subsea and Deepwater Installation
    division also develops and sells products aimed at customers in the well
    intervention and drilling end-markets. ODIM ASA is making a significant
    commitment to the very promising deep water sector, in which it has
    established a unique position with its ODIM ASA Cable Traction Control Unit
    (CTCU) technology.
   
For further information, please contact:

Investor relations:
Mark Alflatt
Director of Financial Communications
Rolls-Royce plc
Tel: [phone]
[e-mail]

Media relations: 
Josh Rosenstock 
Head of Corporate Communications 
Rolls-Royce plc 
Tel: [phone] 
[e-mail] 

www.rolls-royce.com

Important notices

This release is not intended for distribution to, or use by, any person or
entity in any jurisdiction or country where such distribution or use would be
contrary to local law or regulation. This release has been prepared by
Rolls-Royce. No representation or warranty (express or implied) of any nature
is given, nor is any responsibility or liability of any kind accepted, with
respect to the truthfulness, completeness or accuracy of any information,
projection, statement or omission in this presentation. This release does not
constitute, nor does it form part of, any offer or invitation to buy, sell,
exchange or otherwise dispose of, or issue, or any solicitation of any offer to
sell or issue, exchange or otherwise dispose of, buy or subscribe for, any
securities, nor does it constitute investment, legal, tax, accountancy or other
advice or a recommendation with respect to such securities, nor does it
constitute the solicitation of any vote or approval in any jurisdiction, nor
shall there be any offer or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the applicable securities laws of any such jurisdiction (or
under exemption from such requirements). The offer will be made solely by means
of the offer document and the acceptance forms accompanying the offer document,
which will contain the full terms and conditions of the offer including details
of how it may be accepted.

The offer is not being made in or into, and is not capable of acceptance in or
from, Japan. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute documents in or into Japan.

Notice to US holders of ODIM ASA shares

The offer is being made for the securities of a Norwegian company and is
subject to Norwegian disclosure requirements, which are different from those of
the United States. The financial information included in this document has been
prepared in accordance with International Financial Reporting Standards and
thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. The offer will be made in
the United States pursuant to the applicable US tender offer rules and
otherwise in accordance with the requirements of the Norwegian Securities
Trading Act. Accordingly, the offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that are different
from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the offer by a US holder of ODIM ASA shares may
be a taxable transaction for US federal income tax purposes and under
applicable state and local, as well as foreign and other tax laws. Each holder
of ODIM ASA shares is urged to consult his independent professional advisor
immediately regarding the tax consequences of acceptance of the offer.

It may be difficult for US holders of ODIM ASA shares to enforce their rights
and claims arising out of the US federal securities laws, since Rolls-Royce and
ODIM ASA are located in countries other than the United States, and some or all
of their officers and directors may be residents of countries other than the
United States. US holders of ODIM ASA shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.

In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) of
the US Exchange Act, Rolls-Royce or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, ODIM ASA shares outside of the United States, other than pursuant to
the offer, before or during the period in which the offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Information about such
purchases will be disclosed to the extent required by Norwegian law. Any
disclosures pursuant to Norwegian legal requirements will be reported to Oslo
Børs and distributed through its electronic information system and will be
available on the Oslo Børs website, www.oslobors.no/ob_eng/.

Forward-looking statements

Certain statements in this announcement constitute forward-looking statements.
The forward-looking statements contained herein include statements about the
expected effects of the offer, the expected timing and scope of the offer and
other statements other than in relation to historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates",
"believes", "should", "plans", "will", "expects" and similar expressions or
statements that are not historical facts are intended to identify those
expressions or statements as forward-looking statements. These statements are
based on the current expectations of Rolls-Royce and are naturally subject to
uncertainty and changes in circumstances. By their nature, forward-looking
statements involve risk and uncertainty and the factors described in the
context of such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those expressed in or
implied by such forward-looking statements. There are a number of factors that
could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the satisfaction or waiver of the conditions to the
offer, economic and market conditions in the geographic areas and industries
that are or will be major markets for Rolls-Royce's or ODIM ASA's businesses,
oil prices, market acceptance of new products and services, changes in
governmental regulations, interest rates, fluctuations in currency exchange
rates. Given these risks and uncertainties, investors should not place undue
reliance on forward-looking statements. Neither Rolls-Royce nor any of its
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Other than in accordance with their legal or regulatory obligations (including
under the UK Listing Rules, the Disclosure and Transparency Rules of the
Financial Services Authority and the Norwegian Securities Trading Act),
Rolls-Royce is not under any obligation and expressly disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.