3 Apr 2020 10:00
Rolls-Royce Holdings plc
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Rolls-Royce Holdings plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | ValueAct Capital Management, L.P. | |||||
City and country of registered office (if applicable) | San Francisco, United States of America | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | See Item 11 | |||||
City and country of registered office (if applicable) | San Francisco, United States of America | |||||
5. Date on which the threshold was crossed or reachedvi: | 31 March 2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 2 April 2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 4.50% | 4.50% | 1,930,995,313 | |||
Position of previous notification (if applicable) | 9.48% | 9.48% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary Shares | 86,872,341 | 4.50% | |||||||
SUBTOTAL 8. A | 86,872,341 | 4.50% | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
ValueAct Capital Master Fund, L.P. | ||||
ValueAct Co-Invest Master Fund, L.P. | ||||
ValueAct Capital International Fund A, L.P. | ||||
VA Partners I, LLC | ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
83,943,024 ordinary shares are held by ValueAct Capital Master Fund, L.P. 712,772 ordinary shares are held by ValueAct Co-Invest Master Fund, L.P. 2,216,545 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 majority owner of the membership interests of VA Partners I, LLC. ValueAct Holdings II, L.P. is the sole owner of the membership interests of ValueAct Capital Management, LLC and is the majority owner of the limited partnership interests of ValueAct Capital Management, L.P. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. | ||||
Place of completion | San Francisco, United States of America |
Date of completion | 2 April 2020 |
Name of authorised officer of issuer responsible for making notification: Nicola Carroll FCG Date of notification: 3 April 2020 |
Rolls-Royce (RR.)