Holding(s) in Company

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RNS Announcement

RNS Number : 3061G

Rolls-Royce Holdings plc

19 November 2015

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			X
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
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.
4. Full name of shareholder(s) (if different from 3.):^iv	ValueAct Capital Master Fund, L.P. ValueAct Co-Invest Master Fund, L.P.
5. Date of the transaction and date on which the threshold is crossed or reached: v	18 November 2015
6. Date on which issuer notified:	18 November 2015
7. Threshold(s) that is/are crossed or reached: vi, vii	10%

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
	Number of Shares	Number of Voting Rights	Direct	Direct ^xi	Indirect xii	Direct	Indirect
ValueAct Indirect Holders Ordinary Shares	183,446,336	183,446,336			184,000,000		10.01%
ValueAct Capital Master Fund, L.P. Ordinary Shares	179,316,336	179,316,336	179,870,000	179,870,000		9.78%
ValueAct Co-Invest Master Fund, L.P. Ordinary Shares	4,130,000	4,130,000	4,130,000	4,130,000		0.22%

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

Total (A+B+C)

Number of voting rights	Percentage of voting rights
184,000,000	10.01%

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

179,870,000 ordinary shares are held by ValueAct Capital Master Fund, L.P. 4,130,000 ordinary shares are held by ValueAct Co-Invest Master Fund, L.P. VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P. and ValueAct Co-Invest Master Fund, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P. and ValueAct Co-Invest 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.

13. Additional information:

14. Contact name:	Sonia M. Muscatine
15. Contact telephone number:	+001 415-362-3700

This information is provided by RNS

The company news service from the London Stock Exchange

END

HOLUKRURVNAAAAA

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

Title: Holding(s) in Company
Time: 12:14:31
Date: 19 Nov 2015
Category: Holding(s) in company
ID: 3061G