Publication of Prospectus

RNS Number : 4252D

Rolls-Royce Group PLC

22 March 2011

 



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 TO BE CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE PROSPECTUS PUBLISHED BY ROLLS-ROYCE HOLDINGS PLC IN CONNECTION WITH THE PROPOSED SCHEME REFERRED TO BELOW.

Rolls-Royce Group plc

PUBLICATION OF PROSPECTUS

Further to its announcement on 22 March 2011 relating to the proposals to create, by means of a scheme of arrangement under Part 26 of the Companies Act 2006, a new group holding company, Rolls-Royce Holdings plc, which will be UK listed (the "Scheme"), Rolls-Royce announces that a prospectus (the "Prospectus") in relation to Rolls-Royce Holdings plc is available from today at the URL below and on the Group's website (www.rolls-royce.com) and will today be submitted to the National Storage Mechanism and available for inspection at www.Hemscott.com/nsm.do.

To view the Prospectus, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/4252D_1-2011-3-22.pdf

Copies of the Prospectus will also be available from the registered office of Rolls-Royce Holdings plc at 65 Buckingham Gate, London SW1E 6AT.

- Ends -

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY.  NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.

NOTICE TO UNITED STATES RESIDENTS

This document is not an offer of securities for sale in the United States. Shares in Rolls-Royce Holdings plc ("Rolls-Royce Holdings Shares"), which will be issued in connection with the Scheme, have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The Rolls-Royce Holdings Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. The Rolls-Royce Holdings Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.

The Scheme relates to the effective exchange of shares in Rolls-Royce Group plc for shares in Rolls-Royce Holdings plc, both incorporated under the laws of England and Wales, and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme and issue of Rolls-Royce Holdings Shares is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure and other requirements of the US securities laws.

ENQUIRIES

For further information, please contact:

Media relations:

Josh Rosenstock

Head of Corporate Communications

Rolls-Royce Group plc

Tel: [phone]

[e-mail]

Investor relations:

Mark Alflatt

Director of Financial Communications

Rolls-Royce Group plc

Tel: [phone]

[e-mail]

Web www.rolls-royce.com

 

END

 

 

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