Scheme of Arrangement

11th April 2003

                                ROLLS-ROYCE PLC                                

                             SCHEME OF ARRANGEMENT                             

Rolls-Royce has today published a circular regarding the proposal to create a
new holding company, announced on 4th March 2003, which will be sent to
shareholders shortly. Copies of the circular and listing particulars relating
to the new holding company are available for inspection at the UK Listing
Authority's Document Viewing Facility situated at the Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 and also on the
Rolls-Royce corporate website, www.rolls-royce.com.

Approval will be sought for these proposals at the time of Rolls-Royce's Annual
General Meeting on May 29 2003.

For further information please contact:

Peter Barnes-Wallis

Director - Financial Communications

Rolls-Royce plc

Tel [phone]

Fax: [phone]