For filings with the FCA include the annex
For filings with issuer exclude the annex
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii |
Rolls-Royce Holdings plc |
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2 Reason for the notification (please tick the appropriate box or boxes): |
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An acquisition or disposal of voting rights |
X |
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify): |
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3. Full name of person(s) subject to the notification obligation: iii |
ValueAct Capital Management, LLC; ValueAct Capital Management, L.P.; ValueAct Holdings GP, LLC; ValueAct Holdings, L.P. (collectively "ValueAct Indirect Holders") ValueAct Capital Master Fund, L.P. |
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4. Full name of shareholder(s) (if different from 3.):iv |
ValueAct Capital Master Fund, L.P. |
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5. Date of the transaction and date on which the threshold is crossed or reached: v |
29 July 2015 |
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6. Date on which issuer notified: |
30 July 2015 |
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7. Threshold(s) that is/are crossed or reached: vi, vii |
5% |
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8. Notified details: |
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A: Voting rights attached to shares viii, ix |
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Class/type of shares
if possible using the ISIN CODE |
Situation previous to the triggering transaction |
Resulting situation after the triggering transaction |
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Number of Shares |
Number of Voting Rights |
Number of shares |
Number of voting rights |
% of voting rights x |
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Direct |
xi Direct |
xii Indirect |
Direct |
Indirect |
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ValueAct Indirect Holders Ordinary Shares |
Less than 5% |
Less than 5% |
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100,000,000 |
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ValueAct Capital Master Fund, L.P. Ordinary Shares |
Less than 5% |
Less than 5% |
100,000,000 |
100,000,000 |
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5.44% |
5.44% |
B: Qualifying Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial instrument |
Expiration date xiii |
Exercise/ Conversion Period xiv |
Number of voting rights that may be acquired if the instrument is exercised/ converted. |
% of voting rights |
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi |
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Resulting situation after the triggering transaction |
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Type of financial instrument |
Exercise price |
Expiration date xvii |
Exercise/ Conversion period xviii |
Number of voting rights instrument refers to |
% of voting rights xix, xx |
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Nominal |
Delta |
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Total (A+B+C) |
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Number of voting rights |
Percentage of voting rights |
100,000,000 |
5.44% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi
100,000,000 ordinary shares are held by ValueAct Capital Master Fund, L.P. VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P. ValueAct Capital Management, LLC is the general partner of ValueAct Capital Management, L.P. ValueAct Holdings, L.P. is the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and is the majority owner of the membership interests of VA Partners I, LLC. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P.
Proxy Voting: |
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10. Name of the proxy holder: |
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11. Number of voting rights proxy holder will cease to hold: |
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12. Date on which proxy holder will cease to hold voting rights: |
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13. Additional information: |
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14. Contact name: |
Sonia M. Muscatine |
15. Contact telephone number: |
+001 415-362-3700 |