Our capital framework is focused on three clear priorities: a strong balance sheet with an investment grade profile; a commitment to reinstating and growing shareholder returns; and a disciplined approach to investments. Strengthening the balance sheet is a clear priority. We are positioning Rolls-Royce to withstand better volatility and external shocks and to give us financial flexibility for the future. When the Board is confident that the strength of the balance sheet is assured and we are comfortably within an investment grade profile, we are committed to reinstating and growing shareholder distributions.
Shareholders wishing to redeem their existing C Shares must lodge instructions with the Registrar to arrive no later than 5.00pm on 16 December 2024 (CREST holders must submit their election in CREST by 2.55pm). The payment of C Share redemption monies will be made on 09 January 2025 and the CRIP purchase will begin as soon as practicable after 09 January 2025.
IMPORTANT The register and receiving agent from 26 September 2022 will be Equiniti Limited so;
a. If you are a certificated C Shareholder, any C Share redemptions will need the C Share certificate, duly completed to be returned to Equiniti Limited, RR C Share Redemption, Corporate Actions, Aspect House Spencer Road, Lancing West Sussex BN99 6DA;
b. If you hold the C Shares in CREST, for each C Share Redemption, Equiniti will set up the corporate action event within CREST against CREST Participant ID 2RA17, CREST Member Accounts REDEEM or CRIP as applicable. IMPORTANT: each CREST instruction will need to be submitted as a Transfer to Escrow (“TTE”) message.
| Latest time and date for receipt by the Registrars | 5.00pm BST on 16 December 2024 (for CREST holders, elections must be submitted in CREST by 2.55pm BST on 16 December 2024) |
| Redemption takes place | 9 January 2025 |
| Despatch of cheques/adjustment of CREST accounts/payment into bank accounts in respect of C Shares which have been redeemed for cash | 9 January 2025 |
| Equiniti to purchase Ordinary Shares on the market using the redemption proceeds from those C Shareholders who have elected to re-invest their C Share proceeds | as soon as practicable after 9 January 2025 |
| Ordinary Share certificates and/or CREST accounts credited, redemption statements and contract notes issued to Shareholders who elected to re-invest their C Share proceeds | no later than 14 January 2025 |
C Share issue and redemption information (January 2009 to July 2023)
C Shares – general information
Unlike other listed companies, the Company makes payments to its shareholders in the form of C Shares.
C Shares are redeemable preference shares of 0.1p each in the capital of Company. The Company will generally issue C Shares to its ordinary shareholders twice a year in lieu of a cash dividend.
Shareholders can opt for one of the following:
- redeem all C shares for cash;
- redeem the shares for cash and reinvest the proceeds in additional Ordinary Shares;
- keep the C Shares.
When you first purchase shares in the Company you will receive a Welcome letter in which you will be invited to complete a Payment Instruction Form. If you would like to receive cash or additional Ordinary Shares from the Company it is important that you complete this form and return it to the Registrar. If you do not complete a Payment Instruction Form you will receive C Shares.
The Payment Instruction Form is a standing instruction which means it will be applied to all future issues of C Shares and no further action is required. All shareholders are free to change this instruction at any time by completing a new Payment Instruction Form.
Receiving cash
You can receive cash, each time we make a payment to shareholders, by selecting Box A (‘To redeem for cash’) on the Payment Instruction form. This is a standing instruction, which means that each time Rolls-Royce issues C Shares, they will automatically be redeemed for cash. You are free to change your instruction at any time. If you choose to receive cash payments from Rolls-Royce then we strongly recommend that you arrange for payments to be credited direct to your bank account. This removes the risk of a cheque going astray in the post and means that the cash is credited to your bank account straight away. You can provide your bank details to the Registrar when you complete the Payment Instruction form. You should return your Payment Instruction form to the Registrar at the earliest opportunity.
The example below shows how your redemption proceeds are calculated
IF: You are issued with 20,000 C Shares,
AND: You elect to redeem all your C Shares,
THEN: You will receive £20 in cash because the nominal value of each C Share is 0.1p (20,000 x 0.1p = £20).
Receiving additional ordinary shares
You can receive additional Ordinary Shares, each time we make a payment to shareholders, by selecting Box B (‘To reinvest cash in Ordinary Shares) on the Payment Instruction form. This is a standing instruction which means that each time Rolls-Royce issues C Shares, they will automatically be redeemed for cash and this cash will be reinvested in the C Share Reinvestment Plan (the CRIP). You are free to change your instruction at any time. The CRIP is a scheme operated by the Registrar, who uses the cash proceeds from the redemption of your C Shares to purchase additional Ordinary C Shares on your behalf. The full terms and conditions of the CRIP are attached to the Payment Instruction form.
Generally, any shareholder may choose to participate in the CRIP. However, the Registrar is unable to operate the CRIP for shareholders who live in, or are subject to the jurisdiction of, any country outside the United Kingdom that would require Rolls-Royce or the Registrar to comply with local government or regulatory procedures or any similar formalities. If there is any doubt regarding your suitability to join the CRIP, you should seek independent professional advice. You should return your Payment Instruction form to the Registrar at the earliest opportunity.
The number of additional Ordinary Shares that you will receive is entirely dependent upon the prevailing market price as the example below illustrates
IF: You are issued with 20,000 C Shares worth £20 in total,
AND: You elect to redeem all your C Shares and use the CRIP service,
AND: The market price of one Ordinary Share is £6.00*
THEN: The Registrar will purchase 3 additional Ordinary Shares on your behalf (3 x £6.00 = £18.00)
AND: The Registrar will deduct a dealing charge at 0.2% and stamp duty at 0.5% = 13p**
LEAVING: A residual cash balance of £1.87 which will be carried forward to the next issue of C Shares and will be added to any future redemption proceeds to be used to purchase additional Ordinary Shares in the future.
*The market price shown is an example, purely for the point of illustration. The actual purchase price will be the prevailing market rate on that day.
**The calculations in this example have been rounded up to the nearest whole penny.
Receive C Shares
If you don’t complete and return a Payment Instruction form you will receive a C Share certificate every time we make a payment to shareholders. You will receive relatively small cash dividends on the C Shares twice a year fixed at Bank of England base rate.
C Shares are not listed on the London Stock Exchange and therefore there is no ready market in which you can sell your C Shares. If you are issued with a C Share certificate and later want to redeem those C Shares, you will need to complete the form on the reverse of the certificate and return it to the Registrar. Provided the certificate is received by the relevant deadline for the next redemption, the shares will be redeemed at 0.1 pence per share on that redemption date. If you decide that you no longer wish to receive C Shares you must complete a Payment Instruction form and indicate whether you prefer to receive cash or additional Ordinary Shares.
