C Shares are non-cumulative redeemable preference shares of 0.1p each in the capital of Rolls-Royce Holdings plc (the Company) that can, during defined periods, be redeemed for cash. The Company will generally issue C Shares to ordinary shareholders twice a year in lieu of a cash dividend.
You can make a standing instruction to the Registrar to redeem all C Shares issued to you for cash by completing a Payment Instruction Form. Once you have completed and returned your Payment Instruction Form you will receive a cash payment each time the Company issues C Shares. You are free at any time to change this instruction. If you do not complete a Payment Instruction Form you will receive C Shares.
How can I make sure that I receive additional Ordinary Shares from the Company?
You can make a standing instruction to the Registrar to redeem all the C Shares issued to you for cash, and to reinvest this cash into additional Ordinary Shares using the C Share Reinvestment Plan (the CRIP), by completing a Payment Instruction Form. Once you have completed and returned your Payment Instruction Form you will receive additional Ordinary Shares each time the Company issues C Share. You are free at any time to change this instruction. If you do not complete a Payment Instruction Form you will receive C Shares.
The CRIP is a facility, offered by the Registrar, whereby the Registrar will use the cash proceeds arising on redemption of C Shares to purchase additional Ordinary Shares in the Company on a shareholder’s behalf. Typically, this will offer a much more cost-effective way of purchasing shares than via a broker as there is no minimum charge. Find the terms and conditions applying to the CRIP by calling the Registrar on 0870 703 0162.
The Company has previously identified the importance and relevance of making payments to shareholders in a form that does not generate additional shadow Advance Corporation Tax (ACT). This will accelerate the recovery of the Group’s surplus ACT and improve future cash flow, to the benefit of all shareholders. Accordingly, all payments made to shareholders since June 2004 have been made in the form of B Shares (and with effect from January 2009, C Shares) rather than cash dividends. It is therefore unlikely that the Company will return to paying a cash dividend if it can make payments to shareholders in a form that does not generate shadow ACT.
No. Although B Shares were listed there was actually a very limited market for them. The fact that C Shares are not listed should have little impact on shareholders as the market value of the shares is unlikely to change significantly from their nominal value of 0.1 pence per share.
The nominal value and the redemption price of each C Share is 0.1 pence. Therefore, 1,000 C Shares are worth £1. In total, the C Shares issued to shareholders will have a value equal to the cash dividend we would have paid to them under normal dividend arrangements. For example, instead of a cash dividend of £15, a shareholder would receive 15,000 C Shares (15,000 x 0.1p = £15).
You have received a C Share certificate because you have not completed a Payment Instruction Form (or your Payment Instruction Form was not received before the closing date). If you would like to redeem these C Shares for cash and either receive the cash or reinvest it into the purchase of additional Ordinary Shares then please complete the reverse of the C Share certificate and return it to the Registrar. Your C Shares will be redeemed at the next available opportunity, typically in January and July of each year. If you do not wish to receive C Shares in future it is important that you complete a Payment Instruction Form.
Each time the Company issues C Shares, all completed Payment Instruction Forms must be received by the Registrar at least one month before the issue date (the exact closing date for each issue of C Shares can be found in C shares issues). If your form was received after this date then your instruction will not be carried out untl the next issue of C Shares. You should also check with the Registrar that your Payment Instruction Form was received and has not gone astray in the post.
Yes. C Shares are entitled to receive a dividend fixed at 75 per cent of the London Inter-Bank Offered Rate (LIBOR). LIBOR is widely used to set interest rates on the London wholesale money market.
The allotment and issue of C Shares does not itself create any charge to UK income tax. However, if any capital gain an individual realises on redemption, when aggregated with other chargeable gains in the same tax year, including on the compulsory redemption of B Shares, exceeds the annual exempt allowance (£9,600 for 2008/2009), the excess may be subject to capital gains tax, even if the redemption proceeds are used to purchase additional Ordinary Shares. Additional tax information can be found in Your guide to C Shares (pdf 180k).
You can find more information in Your guide to C Shares (pdf 180k).
THIS DOCUMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER, OR ANY SOLICITATION OF AN OFFER, OR INVITATION OR INDUCEMENT TO SUBSCRIBE FOR OR PURCHASE ANY RIGHTS, SHARES OR OTHER SECURITIES. SECURITIES DISCUSSED IN THE THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT IN TRANSACTIONS THAT ARE EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH 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 adviser.