Holding(s) in Company

RNS Number : 7681D

Rolls-Royce Holdings plc

02 February 2018




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
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights			X
Other (please specify):
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.; ValueAct Co-Invest Master Fund, L.P.; ValueAct Capital International Fund A, L.P.
4. Full name of shareholder(s) (if different from 3.):^iv	ValueAct Capital Master Fund, L.P. ValueAct Co-Invest Master Fund, L.P. ValueAct Capital International Fund A, L.P.
5. Date of the transaction and date on which the threshold is crossed or reached: ^v	31 January 2018
6. Date on which issuer notified:	01 February 2018
7. Threshold(s) that is/are crossed or reached: ^{vi, vii}	11%

8. Notified details:

A: Voting rights attached to shares ^{viii, ix}

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights ^x

Direct

Direct ^xi

Indirect ^xii

Direct

Indirect

ValueAct Indirect

Holders Ordinary

202,466,180

10.94%

ValueAct Capital

Master Fund, L.P.

Ordinary Shares

185,250,952

10.01%

ValueAct Co-Invest Master Fund, L.P.

Ordinary Shares

4,199,671

0.23%

ValueAct Capital International Fund A, L.P.

Ordinary Shares

13,015,557

0.7%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

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

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

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}

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

202,466,180

10.94%

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: ^xxi

185,250,952 ordinary shares are held by ValueAct Capital Master Fund, L.P. 4,199,671 ordinary shares are held by ValueAct Co-Invest Master Fund, L.P. 13,015,557 ordinary shares are held by ValueAct Capital International Fund A, L.P. VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P., ValueAct Co-Invest Master Fund, L.P., and ValueAct Capital International Fund A, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P., ValueAct Co-Invest Master Fund, L.P., and ValueAct Capital International Fund A, 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:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease
to hold:

12. Date on which proxy holder will cease to hold
voting rights:

13. Additional information:

14. Contact name:

Sonia M. Muscatine

15. Contact telephone number:

+001 415-362-3700