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ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ROLLS-ROYCE IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY IN CONNECTION WITH THE RIGHTS ISSUE TO WHICH THE MATERIALS RELATE (THE “RIGHTS ISSUE”).
THESE MATERIALS ARE RESTRICTED AND ARE NOT INTENDED FOR, AND MUST NOT BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED TO, DIRECTLY OR INDIRECTLY, PERSONS LOCATED OR RESIDENT IN (OR ORGANISED OR INCORPORATED UNDER THE LAWS OF) THE UNITED STATES OF AMERICA, SOUTH AFRICA, NEW ZEALAND, THE UNITED ARAB EMIRATES, OR ANY OTHER JURISDICTIONS WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Overseas persons
Viewing the materials you seek to access in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some of these jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident outside the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any such legal and regulatory requirements. If any such prohibition applies or you are in any doubt as to whether any such prohibition applies, please exit this webpage.
The webpage and the information and materials contained herein do not constitute or form a part of any offer to sell or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction or jurisdictions in which such offers, sales or solicitations are unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The materials contained on this webpage do not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States, South Africa, New Zealand, the United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation. None of the securities to be issued pursuant to the Rights Issue have been or will be registered under the U.S. Securities Act, as amended (the “US Securities Act”) or under any applicable securities laws of any state of the United States or of South Africa, New Zealand, the United Arab Emirates or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in, into or within the United States, South Africa, New Zealand, the United Arab Emirates, or any other jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, except, in the case of the United States, pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Any relevant securities registration or other clearances have not been and will not be made or obtained with or from the relevant authorities in any other jurisdiction except the United Kingdom. Accordingly, unless an exemption under the relevant securities law is applicable, the securities to be issued pursuant to the Rights Issue may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any other jurisdiction if to do so would constitute a violation of any applicable law of, or require registration of such securities in, such jurisdiction.
Member States of the EEA (other than the United Kingdom)
In relation to each member state of the European Economic Area (except the United Kingdom, France, Germany, Ireland, the Netherlands, Norway and Spain) (each, a “Relevant Member State”) the materials included on this webpage are only addressed to and directed at: (i) any legal entity which is a “qualified investor” as defined in Regulation (EU) 2017/1129, as amended (“Qualified Investors”); (ii) to fewer than 150 natural or legal persons (other than Qualified Investors) per Relevant Member State; or (iii) in any other circumstances falling within Article 1(3), 1(4) or 3(2) of Regulation (EU) 2017/1129, as amended. Any investment or investment activity to which the materials relate is available only to the persons referenced above and will only be engaged with such persons. Persons who do not fall into one of the above categories should not act or rely on the materials or any of its contents.
Australia
The materials contained in this webpage and the pages that follow are not, and under no circumstances are to be construed as a disclosure document under Part 6D.2 of the Australian Corporations Act 2001 (the “Corporations Act”). Accordingly, this document does not necessarily contain all of the information a prospective investor would reasonably expect to be contained in an offering document or which he/she may require to make an investment decision and has not been lodged with the Australian Securities and Investments Commission.
By clicking on the “Agree” button, persons in Australia seeking access to this webpage and the pages that follow represent and warrant to the Company that they are current shareholders of the Company or are otherwise entitled under the Corporations Act to lawfully receive and accept this offer without disclosure under Chapter 6D of the Corporations Act.
Canada
The materials contained in this webpage and the pages that follow are not, and under no circumstances are to be construed as, a prospectus, an advertisement or a public offering of securities in Canada. No Canadian securities regulatory authority has expressed an opinion about the securities offered and it is an offence to claim otherwise.
The distribution of the securities offered in Canada is being made only on a private placement basis exempt from the requirement that the Company prepare and file a prospectus with the applicable securities regulatory authorities. The Company is not a reporting issuer in any province or territory in Canada, its securities are not listed on any stock exchange in Canada and there is currently no public market for the securities offered in Canada. The Company currently has no intention of becoming a reporting issuer in Canada, filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the securities offered to the public or listing its securities on any stock exchange in Canada.
By clicking on the “Agree” button, persons in Canada seeking access to this webpage and the pages that follow represent and warrant to the Company that they are current shareholders of the Company or are otherwise permitted to participate in the proposed offering under applicable Canadian securities laws on a prospectus and registration exempt basis, without the benefit of a prospectus, or similar document, qualified under such securities laws.
Japan
The securities to be issued pursuant to the Rights Issue have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “FIEL”). The materials contained in this webpage and the pages that follow do not constitute a securities registration statement under the FIEL and no such securities registration statement has been or will be filed in connection with the Rights Issue.
The securities being offered pursuant to the Rights Issue are accordingly being offered in Japan only to qualified institutional investors (as defined under the FIEL) and to less than 50 existing shareholders of Rolls-Royce who are not qualified institutional investors.
By clicking on the “Agree” button, persons in Japan seeking access to this webpage and the pages that follow represent and warrant to the Company that are a qualified institutional investor (as defined under the FIEL) or are a current shareholder of the Company.
Singapore
The materials contained in this webpage and the pages that follow do not constitute a prospectus to be registered with the Monetary Authority of Singapore and no such securities registration statement has been or will be filed in connection with the Rights Issue.
By clicking on the “Agree” button, persons in Singapore seeking access to this webpage and the pages that follow represent and warrant to the Company that they are either (i) a current shareholder of the Company; (ii) an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”); or (iii) a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA.
Switzerland
The offering of the securities in Switzerland pursuant to the Rights Issue is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") because it is made to a limited number of persons which is less than 500 and falls within the exemption of article 36 section 1 lit. b) FinSA) and the securities will not be admitted to trading on any trading venue (exchange or multilateral trading facility in Switzerland). The materials contained in this webpage and the pages that follow do not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the Rights Issue.
Hong Kong
The securities to be issued pursuant to the Rights Issue may not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) of Hong Kong (the “HK SFO”) and any rules made under the HK SFO; or (ii) in other circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) of Hong Kong (the “C(WUMP)O”) or an invitation to induce an offer by the public to subscribe for or purchase any shares and which do not result in the materials contained in this webpage and the pages that follow being a “prospectus” as defined in the C(WUMP)O. None of the materials contained in this webpage and the pages that follow may be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the securities to be issued pursuant to the Rights Issue which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the HK SFO and any rules made under the HK SFO or in other circumstances which do not constitute an offer or invitation to the public within the meaning of the C(WUMP)O. The materials contained in this webpage and the pages that follow have not been reviewed by any regulatory authority in Hong Kong.
By clicking on the “Agree” button, persons in Hong Kong seeking access to this webpage and the pages that follow represent and warrant to the Company that they are current shareholders of the Company and are either: (i) “professional investors” as defined in the HK SFO and any rules made under the HK SFO; or (ii) otherwise permitted to participate in the proposed offering under applicable Hong Kong securities laws on a prospectus and registration exempt basis, without the benefit of a prospectus, or similar document, qualified under such securities laws.
Basis of access
Access to electronic versions of the materials is being made available on this webpage and the pages that follow by Rolls-Royce for information purposes only. Any person seeking access to this webpage and the pages that follow represents and warrants to Rolls-Royce that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in Rolls-Royce or constitute a recommendation by Rolls-Royce or any other party to sell or buy securities in Rolls-Royce.
Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the materials being made available on this webpage or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. No representation or warranty, express or implied, is given by or on behalf of Rolls-Royce or any of Goldman Sachs International, Morgan Stanley & Co. International plc or Jefferies International Limited (together the “Underwriters”) or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person as to the accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose of the information or opinions contained on this webpage and no liability whatsoever is accepted by Rolls-Royce or any of the Underwriters or any of such persons’ affiliates or their respective directors, officers, employees, agents or advisers or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. None of the Company and the Underwriters accepts any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
Please note that the information appearing in the materials is accurate only as of the date of the relevant document, regardless of the time of delivery of the document or of any offer or sale of the New Ordinary Shares. Each of Rolls-Royce and the Underwriters expressly disclaims any duty to provide any additional information, update or keep current information contained in the materials, or to remedy any omissions in or from the materials and any opinions expressed in the materials except as required by applicable law.
General
The materials contained in this webpage and the pages that follow may contain projections and other forward-looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward-looking statements. All statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, potential business strategy, potential plans and potential objectives, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate.
None of the Company, its officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur, in part or in whole.
The forward-looking statements in this document speak only as at the date of this document. To the extent required by applicable law or regulation (including as may be required applicable law), the Company will update or revise the information in this document. Otherwise, the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements. Additionally, statements of the intentions or beliefs of the Company’s board of directors reflect their intentions and beliefs of the as at the date of the relevant document and may be subject to change as the composition of the board of directors alters, or as circumstances require.
Any other information contained in, or that can be accessed via, our website does not constitute a part of the materials.
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