Admission and Listing of Rolls-Royce Holdings p...

23 May 2011                                   

                            ROLLS-ROYCE HOLDINGSPLC                            

            ADMISSION AND LISTING OF ROLLS-ROYCE HOLDINGS PLC SHARES            

Further to the announcement by Rolls-Royce Group plc ("Rolls-Royce Group") also
dated today, the scheme of arrangement under Part 26 of the Companies Act 2006
between Rolls-Royce Group plc and its shareholders pursuant to which the
Company was introduced as the new group holding company of Rolls-Royce (the
"Scheme") became effective today.

The Company also announces the admission of 1,872,188,709 ordinary shares in
the capital of the Company to the premium segment of the Official List and to
trading on the London Stock Exchange's main market for listed securities with
effect from 8.00 a.m. today.

Scheme Shareholders have received one Rolls-Royce Holdings Ordinary Share in
place of each Rolls-Royce Group Ordinary Share held by them at 6.00 p.m. on 20
May 2010. Rolls-Royce Holdings Ordinary Shares held in uncertificated form were
credited to the relevant CREST accounts by 8.00 a.m. today. Share certificates
in respect of Rolls-Royce Ordinary Shares held in certificated form are
expected to be despatched to shareholders by 31 May 2011.

Capitalised terms used but not defined in this announcement have the meaning
given to them in the circular issued by Rolls-Royce Group on 22 March 2011.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purposes of complying
with English law and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdictions outside of
England.

The securities mentioned in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities Act") and may
not be offered or sold in the United States absent registration or an exemption
from registration under the Securities Act. This announcement does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security in the capital of the company
in any jurisdiction.

This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any securities referred to in this announcement
except on the basis of information contained in the Prospectus. The Prospectus
is available on the Rolls-Royce website (www.rolls-royce.com) and has been
submitted to the National Storage Mechanism and is available for inspection at 
www.Hemscott.com/nsm.do . 

                                   - Ends -                                    

ENQUIRIES:

Paul Davies 
Deputy Company Secretary
[phone]