12th Mar 2008 10:02
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Whenconsidering what action you should take, you are recommended to seek your ownfinancial advice from your stockbroker, bank manager, solicitor, accountant orother independent financial adviser duly authorised under the FinancialServices and Markets Act 2000 if you are resident in the United Kingdom or, ifyou reside elsewhere, another appropriately authorised financial advisor.
If you have sold or otherwise transferred all of your Rolls-Royce Group plc Ordinary Shares on or before March 7, 2008 please send this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Application will be made to the competent authority in the UK for the B Sharesto be admitted to the Official List and for admission to trading on the LondonStock Exchange. It is expected that Admission of the B Shares will becomeeffective on June 30, 2008. Rolls-Royce Group plc ISSUE OF B SHARES SUMMARY OF TERMS OF THE ISSUE To be valid, Redemption/Conversion Mandates, in respect of CertificatedShareholders must be returned in the prescribed manner to ComputershareInvestor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8FA or byhand (during normal business hours) to Computershare Investor Services PLC, 2ndFloor, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ so as to bereceived by no later than 5.00 p.m. on May 30, 2008.If you have any queries in relation to this proposal or the completion of theRedemption/Conversion Mandate or the manner in which elections foruncertificated holders can be made, you may call Computershare InvestorServices PLC on 0870 703 0162 (or +44 870 703 0162 if calling from outside ofthe UK) between 8.30 a.m. and 5.30 p.m. on any Business Day. ComputershareInvestor Services PLC will not provide advice on the merits of the proposalsset out in this document or give any financial or taxation advice or advise youon what election you should make.This document is issued in accordance with Section 1.2.2(4) of the ProspectusRules of the UK Listing Authority. A copy of the original circular issued inrelation to the B Shares on March 22, 2004 can be found in the Investors'section on the Group's website www.rolls-royce.com or may be requested from theCompany during normal office hours. TIMETABLE Record Date for B Share Entitlements.
March 7, 2008
Calculation period for Conversion Share Value
March 5-11, 2008
CREST B Share Entitlements credited to CREST Accounts.
March 25, 2008
Record Date for B Share Dividend (existing B Shares).
June 6, 2008
Latest time and date for receipt by the Registrars of the completed May 30, 2008(5.00pm)
Redemption/Conversion Mandates, B share certificates and CREST
USE elections.
Shareholders holding Ordinary Shares on the Record date are entered June 30, 2008 into the B Share register to reflect their holding of the July 2008 B Shares
Official Listing of B Shares on London Stock Exchange
June 30, 2008
Crediting of CREST accounts with B Shares in respect of those June 30, 2008July 2008 B Shares retained.
Payment of B share dividend on January 2008 issue and all B Shares July 1, 2008 issued and still in issue other than July 2008.
Conversion/Redemption takes place.
July 1, 2008
Official Listing of Ordinary Shares on London Stock Exchange July 1, 2008following conversion.Adjustment of CREST accounts/payment into bank accounts July 1, 2008in respect of B Shares which have been redeemed.
Adjustment of CREST accounts for Ordinary Shares in respect of July 1, 2008 B Shares converted into uncertificated Ordinary Shares.
Dispatch of cheques in respect of B Shares which have been redeemed and dispatch of share certificates
On or as soon as possible afterfor Ordinary Shares in respect of
July 1, 2008 B Shares converted into certificated Ordinary Shares and dispatch of share certificates for B Shares in respect of the balance of Shareholders who did not elect to redeem or convert all their B Shares and who have not applied to have their B Shares in uncertificated form.
KEY INFORMATION
B Shares Issued per Ordinary Shares held on the Record Date 89.6
Conversion Share Value ("CSV") 422p
PART 1: DETAILS OF B SHARES AND THE PROPOSED REDEMPTION AND CONVERSION OFFER
1. Allotment of B Shares and Admission
The sum of ‚£200 million standing to the credit of the Company's merger reserveis to be capitalised and applied in paying up the B Shares with a nominal valueof 0.1 pence each. On July 1, 2008 B Shares will be issued to Shareholders whoappear on the Company's register of members on the Record Date, March 7, 2008on the basis of 89.6 B Shares for each Ordinary Share then held. As fractionsof B Shares cannot be issued, the total number of B Shares to be issued to youwill be rounded down to the nearest whole B Share. The last date on whichtransfers of Ordinary Shares will be accepted for registration forparticipation in this issue of B Shares is March 7, 2008.These B Shares are referred to as the July 2008 B Shares. The total number ofJuly 2008 B Shares to be issued will be163,220,054,233 which will bring thetotal amount of the B Shares in issue to 185,142,908,504. None of the July 2008B Shares will be marketed or made available in whole or in part to the public.
Application will be made for the July 2008 B Shares to be admitted to the Official List and dealings are expected to commence on the London Stock Exchange on June 30, 2008. The B Shares previously issued by the Company (which have not been redeemed or converted), are listed on the Official List and traded on the London Stock Exchange.
2. Features of B Shares
B Shares are non-cumulative redeemable convertible preference shares with a nominal value of 0.1 pence (one tenth of a penny) each. The following is a brief summary of the rights and restrictions of the B Shares, the full terms of which are set out in the articles of association of the Company:
(a) Income
(i) Out of the profits available for distribution, the holders of the B Sharesshall be entitled, in priority to any payment of a dividend to the holders ofOrdinary Shares, to be paid a non-cumulative preferential dividend per B Shareat such rate on the nominal value thereof (exclusive of any associated taxcredit relating thereto or withholding tax deductible therefrom) as calculatedin accordance with sub-paragraph (ii) below, such dividend to be paidhalf-yearly in arrears in respect of Calculation Periods (as defined below) onJanuary 2 and July 1 in each year or, if any such date is not a Business Day,on the next day which is a Business Day (without any interest or payment inrespect of such delay) (each a ``Payment Date''). Subject to the approval ofthe proposed issue and allotment of C Shares at the AGM it is expected that thefirst dividend on the July 2008 B Shares will be paid on September 29, 20081 inrespect of the dividend Calculation Period commencing on July 1, 2008.(ii) Each of the periods commencing on January 1 and ending on June 30 andcommencing on July 1 and ending on December 31 (as applicable) is called a``Calculation Period''. The rate per annum of the B preferential dividend foreach Calculation Period shall be 75 per cent of LIBOR on the first Business Dayimmediately preceding the first day of the relevant Calculation Period.
(iii) Payments of B preferential dividends in respect of the Calculation Period commencing on July 1, 2008 shall be made to holders on the register of B Shareholders on September 22, 20081.
1If the `C Share' proposal is not approved at the AGM then the payment date and record date will be January 2, 2009 and November 21, 2008 respectively.
Payments of B preferential dividends in respect of subsequent CalculationPeriods shall be made to holders on the register of B Shareholders on a dateselected by the directors being not less than 15 days nor more than 120 days(or, in default of selection by the directors, the date falling 120 days) priorto the relevant Payment Date. The aggregate dividend due to each B Shareholderwill be rounded down to the nearest penny.
(iv) The holders of the B Shares shall not be entitled to any further right of participation in the profits of the Company.
(v) All B preferential dividends which are unclaimed for a period of 12 yearsfrom the date when the dividend became due for payment shall be forfeited andshall revert to the Company.(b) Capital
The B Shares will not rank pari passu with the Ordinary Shares. On a return ofcapital on a winding-up, the holders of the B Shares shall be entitled, inpriority to any payment to the holders of Ordinary Shares, to the repayment ofthe nominal capital paid up or credited as paid up on the B Shares held bythem, together with a sum equal to the outstanding preferential dividend whichwill have accrued but not been paid until the date of the return of capital.The holders of the B Shares shall not be entitled to any further right ofparticipation in the profits or assets of the Company. If, on a return ofcapital, the amounts available for payment are insufficient to cover in fullthe amounts payable on the B Shares, the holders of such shares will share prorata in the distribution of assets (if any) in proportion to the fullpreferential amounts to which they are entitled. The aggregate amount due toeach B Shareholder on the return of capital on a winding-up will be roundeddown to the nearest whole penny.
(c) Voting and general meetings
The B Shares will carry limited voting rights. The holders of B Shares shallnot be entitled in respect of their holdings of such shares to receive noticeof any general meeting of the Company or to attend, speak or vote at any suchgeneral meeting except any general meeting at which a resolution to wind up theCompany is to be considered in which case the holders of the B Shares shallhave the right to attend the general meeting and shall be entitled to speak andvote only on such resolution. Where the holders of B Shares are entitled tovote at a general meeting of the Company upon any such resolution beingproposed at such general meeting, on a show of hands every holder of B Shareswho (being an individual) is present in person or, being a corporation, ispresent by representative will have one vote and on a poll every B Shareholderpresent in person or, being a corporation, is present by representative or byproxy will have one vote for every 200 B Shares held by such holder.
(d) Redemption and Conversion Rights
The B Shares are redeemable for cash in accordance with the Redemption Offer orFuture Redemption Offer or can be converted into Ordinary Shares in accordancewith the Conversion Offer or Future Conversion Offer as set out below inparagraphs 5 and 6 respectively.
(e) Transfers
The B Shares will be transferable by instrument of transfer in usual or common form. The B Shares already issued and not redeemed or converted are transferable in CREST if held in uncertificated form.
f. Class rights
The Company will be entitled from time to time to effect a reduction of itscapital other than the capital paid up on the B Shares and (subject to theprovisions of the Companies Act) to create, allot and issue further shares,whether ranking pari passu with, in priority to or deferred to the B Shares,and such reduction of capital or creation, allotment or issue of any suchfurther shares (whether or not ranking in any respect in priority to the BShares and whether or not the same confer on the holders voting rights morefavourable than those conferred by the B Shares) shall be deemed not to involvea variation of the rights attaching to the B Shares for any purpose.
3. Form in which B Shares will be issued and Shareholders to whom they will be issued
(a) Holders of B Share Entitlements in Certificated form
All Shareholders holding Ordinary Shares on the Record Date will have theirnames entered into the Company's B Share register on June 30, 2008, to reflecttheir holding of the July 2008 B Shares. B Share Entitlements will be issued inregistered form to Certificated Shareholders. B Shares issued in certificatedform may be dematerialised and held through CREST.Certificated Shareholders who have made an Evergreen Election to redeem orconvert B Shares will receive cash or Ordinary Shares (in accordance with theirelection) as set out below in paragraphs 5 and 6 respectively and alsoparagraph 9. Such shareholders will not receive B Share certificates.Certificated Shareholders who wish to change or cancel their election shouldcontact the Registrar on 0870 703 0162 (or +44 870 703 0162 if calling fromoutside the UK) between 8.30 a.m. and 5.30 p.m. on a Business Day prior to thePrescribed Time to request a form to effect such change or cancellation.
Unless they complete and return the Redemption/Conversion Mandate by the Prescribed Time, those Certificated Shareholders who have not previously made an Evergreen Election will be sent a B Share certificate on or within five Business Days of July 1, 2008.
(b) Holders of B Share Entitlements in uncertificated form (i.e. in CREST)Holders of B Share Entitlements in uncertificated form will be given a separateoption to redeem or convert those shares via a CREST notification. This CRESTnotification will only apply to the July 2008 B Shares and not to the B Sharesin CREST on the Record Date (CREST Currently Held B Shares). Any Shareholderwho has CREST Currently Held B Shares will therefore have to send a separateUnmatched Stock Event message if they wish to redeem or convert both the July2008 B Shares and any CREST Currently Held B Shares.
B Share Entitlements in uncertificated form should be redeemed or converted by following the procedure set out below.
(i) The prescribed form of redemption or conversion is an Unmatched Stock EventInstruction (USE instruction) which, on its settlement, will have the effect ofcrediting a stock account of the Registrar, under the participant ID and memberaccount ID specified below, with the number of B Share Entitlements to beredeemed or converted.
(ii) The USE instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
1. the number of B Share Entitlements to be redeemed or converted;
2. the participant ID of the holder of the B Share Entitlements;
3. the member account ID of the holder of the B Share Entitlements from which the B Share Entitlements are to be debited;
4. the participant ID of the Registrar, i.e. 3RA53;
5. the member account ID of the Registrar, i.e. to redeem = "REDEEM", and to convert = "CONVERT";
6. the corporate action number (which will be allocated by Euroclear UK & Ireland Limited and can be found by viewing the relevant corporate action details);
7. the corporate ISIN, i.e. GB00B2PKJB27;
8. the intended settlement date which must be on or before 3.00 p.m. on May
30, 2008;
9. input with a standard USE delivery instruction of priority 80; and
10. contact name and telephone number in the shared note field.
In order for an uncertificated redemption or conversion to be valid, the USEinstruction must comply with the requirements as to authentication and contentsset out above.CREST members and (where applicable) their CREST sponsors should note that thelatest time at which a USE instruction may settle is 3.00 p.m. GMT (the CRESTdeadline for settlement).
Redemption proceeds or Ordinary Shares are expected to be credited to CREST accounts on or within five Business Days of July 1, 2008.
(c) Holders of CREST Currently Held B Shares
Holders of CREST Currently Held B Shares will be given a separate option toredeem or convert those shares via a CREST notification. This CRESTnotification will only apply to the CREST Currently Held B Shares and not tothe July 2008 B Shares. Any Shareholder who has July 2008 B Shares willtherefore have to send a separate Unmatched Stock Event message if they wish toredeem or convert both the July 2008 B Shares and any CREST Currently HeldB Shares.
CREST Currently Held B Shares should be redeemed or converted by following the procedure set out below.
(i) The prescribed form of redemption or conversion is an Unmatched Stock EventInstruction (USE instruction) which, on its settlement, will have the effect ofcrediting a stock account of the Registrar, under the participant ID and memberaccount ID specified below, with the number of B Share Entitlements to beredeemed or converted.
(ii) The USE instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
1. the number of B Share Entitlements to be redeemed or converted;
2. the participant ID of the holder of the B Share Entitlements;
3. the member account ID of the holder of the B Share Entitlements from which the B Share Entitlements are to be debited;
4. the participant ID of the Registrar, i.e. 3RA53;
5. the member account ID of the Registrar, i.e. to redeem = "REDEEM", and to convert = "CONVERT";
6. the corporate action number (which will be allocated by Euroclear UK & Ireland Limited and can be found by viewing the relevant corporate action details);
7. the corporate ISIN, i.e. GB0034223551;
8. the intended settlement date which must be on or before 3p.m. on May 30,
2008;
9. input with a standard USE delivery instruction of priority 80; and
10. contact name and telephone number in the shared note field.
In order for an uncertificated redemption or conversion to be valid, the USEinstruction must comply with the requirements as to authentication and contentsset out above.CREST members and (where applicable) their CREST sponsors should note that thelatest time at which a USE instruction may settle is 3.00 p.m. GMT (the CRESTdeadline for settlement).
Redemption proceeds or Ordinary Shares are expected to be credited to CREST accounts on or within five Business Days of July 1, 2008.
4. Holders of Existing B Shares
Certificated Shareholders who currently hold B Shares should note that theirelection in the Redemption/Conversion Mandate applies to this issue of B Sharesand to any future issues of B Shares but not to their existing holding ofB Shares allotted before the Redemption/Conversion Mandate was in place.
5. Redemption Offer
The Company offers to redeem for cash all B Shares currently in issue and allthe July 2008 B Shares, in accordance with the provisions of this paragraph 5and paragraph 9 below.
(a) Circumstances under which B Shares can be redeemed
During the Election Period or a Future Election Period, and in accordance withthe terms and conditions of the Redemption Offer or the relevant FutureRedemption Offer (as the case may be), holders of B Shares may elect toexercise their Redemption Right. The Company expects to set Future ElectionPeriods twice a year and may at any other time, by notifying Members in any wayit deems appropriate, allow B Shareholders to elect to have their B Sharesredeemed at their 0.1 pence nominal value (subject to rounding in the mannerthe Company deems appropriate) and on the terms and conditions announced by theCompany at those times (or to have their B Shares converted into OrdinaryShares at the Conversion Share Value determined by the Company in accordancewith paragraph 6 below).
In addition, the Company may, at its discretion, redeem all unredeemed B Shares remaining in issue in the following circumstances:
(i) at any time, if the aggregate number of B Shares in issue is less than 10% of the aggregate number issued; or
(ii) at the Company's option, at any time, in the following circumstances:
(aa) a proposed capital restructuring of the Company by way of a creation and/ or issue of new or existing securities (other than B Shares); or
(bb) a new holding company being inserted above the Company; or
(cc) an acquisition of the Company; or
(dd) a demerger from the Group.
All B Shares which are redeemed will be cancelled and will not be reissued.
(b) Manner in which Members may redeem their B Shares
Certificated Shareholders who have made an Evergreen Election to redeem their BShares will have their July 2008 B Shares redeemed automatically and will havecash sent to them in accordance with paragraph 9 below unless they change orcancel their election in accordance with paragraph 3 above.All other Certificated Shareholders (including those who have made an EvergreenElection but change it in accordance with paragraph 3 above) may elect duringthe Election Period to redeem the July 2008 B Shares and any B Shares that maybe issued in the future, for cash by completing the Redemption/ConversionMandate in the prescribed manner and ensuring that it is received by theRegistrar by the Prescribed Time (mandates received after this time will not beprocessed except, in exceptional circumstances, at the discretion of theCompany).CREST participants who wish to redeem will be required to send in an electronicmessage through the CREST system for both the B Share Entitlements and CRESTCurrently Held B Shares (as described above) during every Election Period andwill not be able to record an Evergreen Election.Certificated Shareholders of B Shares may also elect to redeem for cash theB Shares currently held by them in certificated form by completing the electionmandates printed on the reverse side of their existing B Share certificates andensuring that they are received by the Registrar by the Prescribed Time(mandates received after this time will not be processed except, in exceptionalcircumstances, at the discretion of the Company).The Company reserves the right at its sole discretion to reject any Redemption/Conversion Mandates or other election mandates if redemption pursuant to themwould be illegal.6. Conversion offer
The Company offers to convert into Ordinary Shares all B Shares currently in issue and all the July 2008 B Shares, in accordance with provisions of this paragraph 6 and paragraph 9 below.
(a) Manner in which Members may convert their B Shares
Certificated Shareholders who have made an Evergreen Election to convert theirB Shares will have their July 2008 B Shares converted automatically intoOrdinary Shares and have certificates in respect of these Ordinary Shares sentto them in accordance with paragraph 9 below, unless they change or canceltheir election prior to the Prescribed Time and in accordance with paragraph 3above.All other Certificated Shareholders (including those who have made an EvergreenElection but change it in accordance with paragraph 3 above) may elect duringthe Election Period to convert their July 2008 B Shares and any B Shares thatmay be issued in the future, into Ordinary Shares by completing the Redemption/Conversion Mandate and ensuring it is received by the Registrar by thePrescribed Time (mandates received after this time will not be processedexcept, in exceptional circumstances, at the discretion of the Company).CREST participants who wish to convert will be required to send in anelectronic message through the CREST system for both the B Share Entitlementsand CREST Currently Held B Shares (as described above) during every electionperiod and will not be able to record an Evergreen Election.
Certificated Holders of B Shares may also elect to convert into Ordinary Shares the B Shares currently held by them in certificated form by completing the election mandate printed on the reverse side of their existing B Share certificate and ensuring that they are received by the Registrar by the Prescribed Time (mandates received after this time will not be processed except, in exceptional circumstances, at the discretion of the Company).
The Company reserves the right at its sole discretion to reject any Redemption/Conversion Mandates or other election mandates if conversion pursuant to themwould be illegal.
(b) Manner in which the conversion will be performed and calculated
During the Election Period or a Future Election Period, and in accordance with the terms and conditions of the Conversion Offer or the relevant Future Conversion Offer (as the case may be), holders of B Shares may elect to exercise their Conversion Right.
Article 6A(e) of the Company's articles of association provides that holders ofB Shares exercising their Conversion Right, subject to the terms and conditionsof the Conversion Offer or any Future Conversion Offer (as the case may be),will be entitled to the number of Ordinary Shares as are calculated byreference to the following formula:
NO = (NB ƒ· 10) ƒ· CSV
where:
NO is the number of Ordinary Shares a holder of B Shares is entitled to on conversion, on the basis that fractions are rounded down to the nearest whole number;
NB is the number of B Shares which the holder of B Shares has elected to convert; and
CSV is the Conversion Share Value in pence.
The Conversion Share Value in respect of this Election Period will be 422 pence.
The Company will, at its discretion, perform or procure the performance of theconversions in any manner permitted in Article 6A(e) of the Company's articlesof association.No Member shall be entitled to a fraction of an Ordinary Share on conversion ofB Shares; as a result all fractional entitlements (namely, the balance of theB Shares held by any Shareholder which were insufficient to convert intoOrdinary Shares) shall be consolidated with those B Shares of other Memberswhich also constitute fractional entitlements, and the shares so resultingshall be converted into Ordinary Shares as set out in Article 6A(e) of theCompany's articles of association. The Ordinary Shares resulting from theconsolidation of such fractional entitlements will then be sold and the netproceeds of the sale will be held on account for the Members (the Proceeds) bythe Registrar in proportion to each Member's respective entitlements withoutaccruing any interest. Unless Members request the return of their proportion ofthe Proceeds, they will be rolled over to be used (when sufficient and at suchtime as the Board deems appropriate) to obtain Ordinary Shares for such Membersin the future. Should the Proceeds (net of expenses) due to any Member be ‚£5.00or less, the Company shall be entitled to retain such sums.
7. Number of B Shares that may be redeemed or converted and Evergreen Elections
The Redemption/Conversion Mandate allows an Evergreen Election to be made byMembers holding their Ordinary Shares and/or B Shares in certificated formeither to redeem for cash or convert into Ordinary Shares the July 2008B Shares and all B Shares that may be issued by the Company in the future. Inaddition, when sufficient funds (arising from the sale of fractionalentitlements) are available in a Shareholder's account and the Shareholder hasmade an election to convert B Shares, those funds will also be converted intoOrdinary Shares.Certificated Members who wish to redeem and/or convert only some of theB Shares currently held by them and/or some of the July 2008 B Shares to beissued to them, or who wish to redeem or convert either part of the B Sharescurrently held by them and/or all or part of the July 2008 B Shares to beissued to them only (not future issues of B Shares) should contact theRegistrar by calling 0870 703 0162 (or +44 870 703 0162 if calling from outsideof the UK) between 8.30 a.m. and 5.30 p.m. on any Business Day before thePrescribed Time to obtain the necessary form which is to be completed andreceived by the Registrar by the Prescribed Time.
8. Retention of B Shares, future redemption and conversion opportunities, and future B Share issues
Holders of B Shares who wish to retain their current holding of B Shares and the July 2008 B Shares should take no action. Members who have previously completed an Evergreen Election in relation to B Shares but who now wish to retain their July 2008 B Shares should cancel their election pursuant to paragraph 3 (above) prior to the Prescribed Time.
As long as there is a tax benefit in doing so, the Company expects to offerB Shares (or alternatively C Shares) rather than dividends on an ongoing basis.Future Election Periods are expected to be set to allow redemptions andconversions in the months of January and July on a yearly basis. Members willon such occasions be able to redeem or convert any retained B Shares.Subject to the approval of the proposed allotment and issue of C Shares at theAGM, it is expected that all B Shares remaining on the Register following theJuly 2008 issue of B Shares (including those issued prior to July 2008 thathave not been redeemed for cash or converted into new Ordinary Shares) will becompulsory redeemed by the Company in September 2008.
9. Dealings and dispatch of documents and method of redemption payments
Shareholders who have not previously made an Evergreen Election and who do notcomplete a Redemption/Conversion Mandate prior to the Prescribed Time or havenot submitted a valid election through CREST, will, as a condition of issue ofthe July 2008 B Shares, be sent a B Share certificate on or within fiveBusiness Days of July 1, 2008, or will have their CREST accounts credited withB Shares on or within five Business Days of July 1, 2008. CREST Holders thathave made a valid election in respect of their B Share Entitlements will havetheir B Shares issued directly into their CREST accounts.Shareholders who have elected to redeem their B Shares in accordance with theterms and conditions of the Redemption Offer will be sent redemption paymentcheques or have their CREST accounts credited with the redemption payment on orwithin five business days of July 1, 2008 depending on whether they hold theirOrdinary Shares in CREST on the Record Date.Shareholders who do not hold their Ordinary Shares in CREST and who havepreviously instructed the Company to pay dividends to them directly intodesignated accounts will, if these instructions are still valid (StandingInstructions), have redemption payments made to them in accordance with theirStanding Instructions. Shareholders who have not established StandingInstructions and who wish to receive their redemption payment in an account orin a specified manner should contact the Registrar by calling 0870 703 0162 (or+44 870 703 0162 if calling from outside of the UK) between 8.30 a.m. and 5.30p.m. on any Business Day at least five Business Days prior to the PrescribedTime to request a Standing Instructions form or alternatively should visit theInvestors section on the Group's website www.rolls-royce.com to obtain theform. This form must be completed and received by the Registrar no later thanfive Business Days before the Prescribed Time in order to be effective for thisissue of B Shares.As a condition of issue, Shareholders who have elected to convert theirB Shares in accordance with the terms and conditions of the Conversion Offerwill have sent to them share certificates in respect of their Ordinary Shareson or within five Business Days of July 1, 2008, or will have their CRESTaccounts credited with the Ordinary Shares on or within five Business Days ofJuly 1, 2008 depending on whether they hold their Ordinary Shares incertificated or uncertificated form on the Record Date. The number of OrdinaryShares sent or credited to the Shareholder will be based upon the number ofJuly 2008 B Shares to be issued to them together with the number of B Sharescurrently held by such Shareholder which the Shareholder elects to convert inaccordance with paragraph 6 above.All certificates, cheques and other documents in relation to the B Shares willbe dispatched to and from Members at their own risk and any B Share and/orOrdinary Share certificates sent by the Company to Members will be dispatchedat the Members' own risk. In the case of joint Members, all documents will beposted to the registered address of the first named Member (as applicable) onthe Company's register of members.
Temporary documents of title will not be issued and the documents of title issued are not renounceable.
Pending dispatch of definitive share certificates or crediting of CREST accounts, transfers of B Shares which have not been redeemed or converted will be certified against the B Shareholder register held by the Registrar.
10. General
All questions as to validity, form and eligibility in relation to the Redemption/Conversion Mandate, the mandate on the reverse of B Share certificates and CREST USE instructions, will be determined by the Company (which may delegate this power in whole or part to the Registrar) and such determination shall be final and binding.
No authority conferred by or agreed to by execution of the Redemption/ Conversion Mandate, the mandate on the reverse of B Share certificates and CREST USE instructions, shall be affected by, and all such authority shall survive, the death or incapacity of the Member executing such form. All obligations of such Members shall be binding upon the heirs, personal representatives, successors and assignees of such Members.
B Shares will be in registered form and may be settled through CREST if in uncertificated form. Future redemptions and conversions of B Shares may take place via CREST.
11. Non-United Kingdom resident Shareholders
Shareholders who are not resident in the United Kingdom or who are citizens,residents or nationals of other countries should consult their professionaladvisers to ascertain whether the effect of the Redemption and Conversion Offeror subsequent disposal of B Shares by them will be subject to any restrictionsor require compliance with any formalities imposed by the laws or regulationsof, or any body or authority located in, the jurisdiction in which they areresident or to which they are subject. In particular, it is the responsibilityof any Shareholder not resident in the United Kingdom or a citizen, resident ornational of another country wishing to redeem B Shares or otherwise dispose ofany shares in the Company to satisfy himself or herself fully as to observanceof any government, exchange control or other consents which may be required orthe compliance with other necessary formalities needing to be observed and thepayment of any issue, transfer or other taxes or duties in such jurisdiction.The distribution of this document in certain jurisdictions may be restricted bylaw. Persons into whose possession this document comes should inform themselvesabout and observe any such restrictions. Neither this document nor any otherdocument issued or to be issued by or on behalf of the Company in connectionwith the redemption or conversion of B Shares constitutes an invitation oroffer to redeem or convert B Shares in any jurisdiction in which suchinvitations or offers are unlawful.In the event that the Board is advised that the allotment and/or issue ofB Shares would or might infringe the laws of any jurisdiction outside theUnited Kingdom, or would or might require the Company to obtain governmental orother consent, or effect any registration, filing or other formality withwhich, in the opinion of the Company, it would be unable to comply or which itregards as unduly onerous, the Company will have the right to issue theB Shares to which such Shareholders are entitled, to a nominee on behalf ofsuch Shareholders which nominee shall be entitled to sell or redeem suchB Shares for cash with the net proceeds of such sale or redemption (as the casemay be) being remitted to such Shareholders. Any remittance of the net proceedsof sale or redemption shall be at the risk of the relevant Shareholder.In particular, but without prejudice to the generality of the foregoing, theB Shares, and the Ordinary Shares into which they may be converted, have notbeen and will not be registered under the US Securities Act of 1933 (asamended) or the state securities laws of any state of the United States andsuch shares may not be offered or sold in the United States except pursuant toan exemption from, or in a transaction not subject to, the registrationrequirements of such laws.This document is not a Securities Sales Prospectus within the meaning of theGerman Securities Sales Prospectus Act of September 9, 1998 as amended and hasnot been filed or approved by the German Federal Financial Services SupervisoryAuthority (Bundesanstalt fƒ¼r Finanzdienstleistungsaufsicht) or any othercompetent German authority under the relevant laws.
Prices and values of, and income from, shares may go down as well as up. It should be noted that past performance is not a guide for future performance. Persons needing advice should consult an independent professional adviser.
12. Shareholder Authority
The allotment of the July 2008 B Shares will be effected pursuant to the authority that was given by Resolution 11 at the AGM.
13. Future Payments to Shareholders
The Company expects that any future payments to Shareholders will be made either through the issue of further B Shares or in the form of dividends. The Company will revert to paying dividends when it considers that it is appropriate to do so.
14. PEPs and ISAs
The B Shares will be qualifying investments for the purposes of the relevantPEP and ISA regulations and any Ordinary Shares issued on conversion will bequalifying investments.15. ADR HoldersOn behalf of the ADR holders, the Bank of New York, as depositary, has advisedthe Company that, in accordance with the terms of the Deposit Agreement, itwill effectively sell the B Shares to be issued to it back to the Company, byelecting to redeem all these B Shares. The Bank of New York will distribute theproceeds of the redemption to the ADR holders.
16. US Registration
The B Shares, and the Ordinary Shares into which they may be converted, havenot been and will not be registered under the US Securities Act of 1933 (asamended) or the state securities law of any state of the United States and suchshares may not be offered or sold in the United States except pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of such laws.PART 2: TAXATIONUnited Kingdom Taxation
The following paragraphs, which are intended as a guide only, are based oncurrent UK legislation and published Inland Revenue practice at the date ofthis document and are therefore subject to change. They only summarise certainlimited aspects of the UK taxation treatment of the proposed issue of B Shares.They relate only to the position of Shareholders who are resident or ordinarilyresident in the UK for tax purposes, who will hold their B Shares as aninvestment and are the absolute beneficial owners of the B Shares. This sectionis not intended to be, and should not be construed to be, legal or taxationadvice to any particular Shareholder. If you are in any doubt as to yourtaxation position, you are recommended to seek your own taxation adviceimmediately from an independent professional adviser.
The issue of B Shares
1. The allotment and issue of B Shares will not itself create any charge to UK income tax or UK taxation of chargeable gains.
2. For the purposes of UK taxation of chargeable gains, the allotment and issue of B Shares by the Company will be treated as a reorganisation of its share capital. Accordingly:
(a) a Shareholder receiving an entitlement to B Shares will not be treated as making a disposal of all or part of that Shareholder's existing holding of Ordinary Shares by reason thereof;
(b) the B Shares will be treated as the same asset as, and as having beenacquired at the same time as, the Shareholder's existing holding of OrdinaryShares. Accordingly the new combined holding of B Shares and Ordinary Shares(together the New Holding) will have the same aggregate base cost as theexisting holding of shares in the Company immediately before this issue; and(c) on a subsequent disposal (including a redemption) of the whole or part ofthe New Holding, the Shareholder's base cost in respect of the New Holding willbe apportioned between the Ordinary Shares and the B Shares by reference totheir respective market values on the first day after issue on which prices arequoted or published for both classes of shares, as derived from the OfficialList.Redemption of B Shares
3. The payment by the Company of the nominal value of the B Shares on their redemption will not constitute an income distribution for UK tax purposes. Accordingly:
(a) no part of the proceeds received by a Shareholder pursuant to theredemption will be an income receipt in that Shareholder's hands for UK taxpurposes. Those proceeds will not carry any entitlement to a tax credit and, inthe hands of a corporate Shareholder, will not constitute franked investmentincome; and(b) a Shareholder who disposes of the whole or part of that Shareholder'sholding of B Shares pursuant to the Redemption Offer may, depending on thatShareholder's circumstances, be charged to capital gains tax or, in the case ofa company, corporation tax on the amount of any chargeable gain realised. Incomputing such gain, the base cost of the B Shares is calculated in the mannerdescribed at paragraph (2)(c) above.
4. Where the Shareholder is an individual:
(a) no tax will be payable on any gain realised on the redemption if the amount of the chargeable gain, when aggregated with any other chargeable gains realised by the Shareholder in the year of assessment in question, does not exceed the annual allowance of tax-free gains; and
(b) if a Shareholder acquired his existing Ordinary Shares on June 23, 2003 asa result of the Company being introduced as the new holding company of theGroup in place of the previous holding company Rolls-Royce plc, and thatShareholder had acquired the Ordinary Shares in Rolls-Royce plc (which werecancelled and replaced with his existing Ordinary Shares) prior to April 1,1998, indexation allowance will be available in respect of part of the basecost in the existing Ordinary Shares (apportioned to the B Shares in the mannerdescribed in paragraph (2)(c) above) until the end of April 1998 (save to theextent that this creates or increases a capital loss). No indexation allowancewill be available where an individual Shareholder acquired his Rolls-Royce plcshares after March 31, 1998 or acquired his existing Ordinary Shares afterJune 23, 2003. In either of these cases taper relief may apply so that theeffective rate of capital gains tax on any gain on a redemption of B Shares byan individual will be reduced the longer existing Ordinary Shares (and anyprior holding of shares in Rolls-Royce plc) and then the B Shares are held, upto a maximum of ten years.5. Set out below are two examples of the capital gains tax computation on aredemption of B Shares by an individual. However, the actual calculation woulddepend on the tax position of each Shareholder and Shareholders should consulttheir professional advisers. The examples are for illustrative purposes onlyand the prices used are not intended to relate to the actual price of theOrdinary Shares.In the examples, it is assumed that fifty B Shares (issued in respect of oneOrdinary Share) are held. It is also assumed that the market quotation of theOrdinary Shares immediately after the bonus issue of B Shares is 350 pence eachand that the market quotation of the B Shares at the same time is 0.1 penceeach.
Example 1
If the historic cost for capital gains tax purposes of the Ordinary Shares was 275 pence each, then ignoring indexation and taper relief:
Pence Proceeds from redemption of fifty B Shares = (50 x 0.1) 5.00 Cost of fifty B Shares = 275 x ((50 x 0.1)/(350 + (50 x 0.1)) 3.87 Unindexed gain before any indexation allowance or taper relief 1.13
Example 2
If the historic cost for capital gains tax purposes of the Ordinary Shares was 450 pence each, then:
Pence
Proceeds from redemption of fifty B Shares = (50 x 0.1) 5.00 Cost of fifty B Shares = 450 x ((50 x 0.1)/(350 + (50 x 0.1)) 6.34
Allowable loss (1.34) Conversion of B Shares6. A Shareholder who elects to convert his B Shares into Ordinary Sharespursuant to the Conversion Option will not be treated as making a disposal ofhis B Shares. Instead ``roll-over'' treatment should apply, which means theOrdinary Shares will be treated for the purposes of taxation on chargeablegains as the same asset as the B Shares and as having been acquired at the sametime as the B Shares were treated as acquired.7. If a Shareholder becomes entitled to receive a further Ordinary Sharepursuant to the Company's proposed method of dealing with fractionalentitlements to Ordinary Shares arising on conversion (i.e. the Shareholder hassufficient cash held by the Registrar to entitle him to an Ordinary Share),such additional share is likely, in practice, to be treated as receiving the``rollover'' treatment discussed above, rather than being treated as a separatecash subscription for an Ordinary Share.8. No charge to income tax should arise in relation to the conversion ofB Shares pursuant to the Conversion Option. If, in relation to a Shareholder'sentitlement in respect of fractions, the Registrar pay to him the cash held onhis behalf (rather than issuing him with an Ordinary Share once he has asufficient cash entitlement - as discussed above), in practice the amount ofthat cash is likely to be treated not as the proceeds of a part disposal but asreducing the base cost of the Shareholder's Ordinary Shares by an amount equalto the cash received.9. A Shareholder who subsequently disposes of Ordinary Shares may, depending onthat Shareholder's circumstances, be charged to capital gains tax or (in thecase of a company) corporation tax on the amount of any chargeable gainrealised.
Stamp duty and stamp duty reserve tax
10. No stamp duty or stamp duty reserve tax should arise on the issue, redemption or conversion of B Shares.
Dividends
11. The United Kingdom tax treatment of dividends paid on the B Shares will bethe same as the tax treatment of dividends paid on the Ordinary Shares.Accordingly under current tax law, the Company will not be required to withholdtax at source from dividend payments it makes on the B Shares and willtherefore not assume responsibility for the withholding of tax at source.
(a) Individuals
An individual shareholder who is resident in the UK for tax purposes and whoreceives a dividend from the Company on a B Share will be entitled to a taxcredit which may be set off against his total income tax liability on thedividend. Such an individual shareholder's liability to income tax iscalculated on the aggregate of the dividend and the tax credit (the grossdividend) which will be regarded as the top slice of the individual's income.The tax credit will be equal to 10% of the gross dividend (i.e. the tax creditwill be one-ninth of the amount of the dividend).
Shareholders who are not liable to income tax in respect of the gross dividend will not be entitled to reclaim any part of the tax credit.
A UK resident shareholder who is liable to income tax at the lower or basicrate will be subject to income tax on the dividend at the rate of 10% of thegross dividend so that the tax credit will satisfy in full such shareholder'sliability to income tax on the dividend. A UK resident individual shareholderliable to income tax at the higher rate will be subject to income tax on thegross dividend at 32.5%. After taking into account the tax credit, such ashareholder will have to account for additional tax equal to 22.5% of the grossdividend (an effective tax rate of 25% of the net cash dividend received).
(b) Companies
A corporate shareholder resident in the UK for tax purposes will not normallybe subject to corporation tax on any dividend received from the Company on aB Share. Such corporate shareholders will not be able to claim repayment of thetax credit attaching to any dividend.
(c) Pension funds and charities
UK pension funds and charities will not be entitled to reclaim the tax credit attaching to any dividend paid by the Company on a B Share.
Section 703 of the Income and Corporation Taxes Act 1988 (ICTA)
11. There is an anti-avoidance provision, section 703 ICTA, which the Inland
Revenue may apply where they have reason to believe that a person obtains a
tax advantage in consequence of certain transactions in securities. Were
the Inland Revenue to seek to apply section 703 ICTA to the B Share
proposals, one possible effect would be to tax the redemption proceeds as
income. However, in the opinion of the Company and its taxation advisers,
the B Share proposals are such that section 703 ICTA should not apply to
Shareholders. United States TaxationTHESE STATEMENTS ABOUT U.S. FEDERAL INCOME TAX MATTERS ARE MADE TO SUPPORTMARKETING OF THE B SHARES. NO TAXPAYER CAN RELY ON THEM TO AVOID U.S. FEDERALTAX PENALTIES. EACH TAXPAYER SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISORABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR CIRCUMSTANCES RELATING TOTHE B SHARES.The following paragraphs contain a summary based on present law of the materialUS federal income tax consequences relevant to the receipt and ownership ofB Shares and, following a conversion, Ordinary Shares. The discussion addressesonly beneficial owners that are US persons (within the meaning of section 701(a)(30) of the Internal Revenue Code) that will hold B Shares and OrdinaryShares as capital assets and use the US dollar as their functional currency(``US Holders''). The discussion does not consider the circumstances of holderssubject to special rules. Shareholders should consult their own tax advisersregarding their specific circumstances.
Taxation on receipt, redemption or conversion of B Shares
1. The receipt of the B Shares by a US Holder will be taxable as a dividend inan amount equal to the fair market value of the B Shares received whether ornot the B Shares are immediately redeemed or converted. The dividend generallywill be included in the gross income of a US Holder as ordinary income fromforeign sources and generally will constitute ``qualified dividend income'' toeligible non-corporate US Holders subject to tax at the favourable ratesgenerally applicable to long-term capital gains. A US Holder's tax basis inB Shares will equal the US dollar amount included as a dividend.
A US Holder who elects for immediate redemption of B Shares will have no additional US tax consequences.
2 A US Holder who receives B Shares and elects for the Company to redeem them at a later date may be treated as receiving a further dividend in an amountequal to the redemption proceeds (converted into US dollars at the spot rate onthe date of receipt) unless the redemption results in a meaningful reduction ofsuch holders proportionate interest in the Company. If redemption proceeds areincluded in gross income as a dividend, a US Holder's tax basis in the redeemedB Shares would be added to such shareholder's remaining B Shares and/orOrdinary Shares. If a redemption of B Shares results in sale treatment, the USHolder would be subject to the same rules as are described in ``Sale or otherdisposition of B Shares and Ordinary Shares'' below. It is not possible to saywhich treatment will apply as this depends, amongst other things, on theelections to redeem or convert B Shares made by other Shareholders. US Holdersare urged to consult their own tax advisers regarding the specific taxconsequences of tendering issued and outstanding B Shares for redemption.3. Conversion of B Shares into Ordinary Shares, either at the time of issue orat a later date, should have no consequences for a US Holder. The tax basis ofOrdinary Shares received on conversion of B Shares will equal the US Holder'sadjusted tax basis in the converted B Shares (less any basis in respect ofB Shares attributable to a fraction of an Ordinary Share). A US Holder'sholding period in the Ordinary Shares will include the holding period of theconverted B Shares.Dividends paid on B Shares
4. Cash dividends paid in respect of outstanding B Shares generally will beincluded in the gross income of a US Holder (converted into US dollars at thespot rate on the date of receipt) as ordinary income from foreign sources andwill constitute ``qualified dividend income'' to non-corporate US Holders.
Sale or other disposition of B Shares and Ordinary Shares
5. A US Holder generally will recognise capital gain or loss arising from USsources on the sale or other disposition of B Shares or Ordinary Shares equalto the difference between the US dollar value of the amount realised from suchsale or other disposition (generally converted at the spot rate on the date ofreceipt) and the US Holder's adjusted tax basis (determined in US dollars) forsuch B Shares or Ordinary Shares. The deductibility of capital losses issubject to limitations.
Foreign exchange gain or loss
6. Dividends and proceeds of redemption or sale that are paid in poundssterling generally will be taken into account for tax in a US dollar amountbased on the exchange rate in effect on the date of receipt whether or not thepayment is converted into US dollars at that time. A US Holder's tax basis inpounds sterling will equal such US dollar amount. Any gain or loss realised ona subsequent conversion of the pounds sterling for a different amount will beUS source ordinary income or loss.
Backup withholding and information reporting
7. Backup withholding and information reporting may apply to dividends paid inrespect of B Shares and Ordinary Shares (including the initial distribution ofB Shares) or the proceeds received on the sale or exchange of B Shares orOrdinary Shares by non-corporate US Holders.
Other overseas Shareholders
This summary only considers UK and US taxation. Any other overseas Shareholders should seek tax advice in their jurisdiction of residency.
PART 3: DEFINITIONS
The following terms apply throughout this document unless the context otherwiserequires.Admission means admission of the B Shares to the Official List becoming effective in accordance with the Listing Rules of the UK Listing Authority and to trading on the London Stock Exchange; ADR means American Depositary Receipt; AGM orAnnual General means the Annual General Meeting of the Company held onMeeting May 7, 2008; B preferential means the non-cumulative preferential dividend to be dividend paid to holders of the B Shares as more fully set out in paragraph 2 of Part 1 of this document; B Shareholder means a holder of B Shares; B Shares means the non-cumulative redeemable convertible preference shares of 0.1 pence each in the capital of the Company issued from time to time on the terms and conditions set out in this document;
B Share Entitlements means the entitlements of those Shareholders holding
Ordinary Shares on the Record Date to be issued B Shares pursuant to the terms and conditions set out in this document; Board orDirectors means the directors of the Company as at the date of this document and from time to time; Business Day means a day upon which pounds sterling deposits may be dealt in on the London interbank market and commercial banks are generally open in London; Calculation Period means each six-monthly period ending on the last day in June and December each year by reference to which the B preferential dividend is calculated;
Certificated Members means Members holding Ordinary shares and/or B Shares
in certificated form; Certificated means Shareholders holding Ordinary Shares in Shareholders certificated form; Companies Act means the Companies Act 1985 (as amended); Company means Rolls-Royce Group plc; Conversion Offer means the offer made by the Company in paragraph 6 of Part 1 of this document to convert any or all of the B Shares in issue and the July 2008 B Shares into Ordinary Shares on the terms and conditions set out in this document; Conversion Right means the right of holders of B Shares to convert their B Shares into Ordinary Shares when the Company makes the Conversion Offer or a Future Conversion Offer, as more fully set out in paragraph 6 of Part 1 of this document; Conversion Share means the arithmetical mean (rounded down to the Value nearest whole number) of the middle market quotations expressed in pence as derived from the daily Official List for one Ordinary Share for the period of any five consecutive dealing days chosen by the Company to end before the commencement of the Election Period or any Future Election Period (as applicable); CREST means the relevant system (as defined in the Uncertificated Securities Regulation 1995) in respect of which Euroclear UK & Ireland Limited is the operator;
CREST Currently Held means B Shares that are held in CREST on the Record
B Shares Date; Election Period means the period during which all holders of B Shares may elect for any of the B Shares (including the July 2008 B Shares) issued to them to be redeemed for cash or converted into Ordinary Shares in accordance with the terms and conditions of the Redemption and Conversion Offer commencing on March 7, 2008 and ending at the Prescribed Time; Evergreen Election means an election made by Shareholders to either redeem or convert all B Shares issued to them from time to time, until such time as the Shareholder cancels that election in the prescribed manner; Future Conversion means any offer (other than the Conversion Offer) made Offer by the Company after the expiry of the Conversion Offer, to convert B Shares into Ordinary Shares; Future Election means any period or periods after the Election Period Period or Periods when the Company gives holders of B Shares an opportunity to redeem and/or convert B Shares; Future Redemption means any offer (other than the Redemption Offer) made Offer by the Company after the expiry of the Redemption Offer, to redeem B Shares for cash; Group means the Company and its subsidiary undertakings (as defined in the Companies Act) from time to time; July 2008 B Shares means the B Shares to be issued on June 30, 2008 to Shareholders holding Ordinary Shares on the Record Date; LIBOR means London Inter-Bank Offered Rate for six month deposits in pounds sterling per annum which appears on the display designated as page 3750 on the Telerate Monitor (or such other page or service as may replace it for the purpose of displaying LIBOR of leading banks for pounds sterling deposits) at or about 11.00 a.m. (London time) on the relevant date;
London Stock Exchange means London Stock Exchange plc;
Members means Shareholders and B Shareholders; Official List means the Official List of the UK Listing Authority; Ordinary Shares means ordinary shares of 20 pence each in the share capital of the Company; Prescribed Time means 5.00 p.m. on May 30, 2008; Proceeds means the net proceeds of the sale of the Ordinary Shares resulting from the consolidation of fractional entitlements only on the conversion of B Shares; Record Date means 6.00 p.m. March 7, 2008, being the record date for the proposed bonus issue of B Shares to take place in July 2008;
Redemption/Conversion means the form that allows Members to elect to either
Mandate redeem all their B Shares or convert all their B Shares (other than their existing holding) during the Election Period subject to the conditions referred to therein; Redemption and means the Redemption Offer and the Conversion Offer; Conversion Offer Redemption Offer means the offer made by the Company in paragraph 5 of Part 1 of this document to redeem any or all of B Shares currently in issue and the July 2008 B Shares for cash on the terms and conditions set out in this document; Redemption Right means the right of B Shareholders to redeem their B Shares for cash when the Company makes the Redemption Offer or a Future Redemption Offer, more fully set out in paragraph 5 of Part 1 of this document; Registrar means Computershare Investor Services PLC, or such other agent as the Company may appoint from time to time; Shareholder means a holder of Ordinary Shares; UK orUnited Kingdom means the United Kingdom of Great Britain and Northern Ireland; and US or United States means the United States of America and its territories and possessions, any state of the United States of America and the District of Columbia. 1
ROLLS-ROYCE GROUP PLCRelated Shares:
Rolls-Royce