Rolls-Royce Holdings plc (the Company) announces the following transactions by
its directors and pdmrs and their connected persons as a consequence of: 
* the allotment to all ordinary shareholders of 76 C Shares for every 

    ordinary share held on 2nd January 2013;
      * the redemption of C Shares for 0.1 pence each on 4th January 2013; and
      * the reinvestment of the proceeds of that redemption into further ordinary
    shares by operation of the C Share Reinvestment Plan (CRIP).

The CRIP purchase was completed on 7th January 2013 at an average price of
906.21p per ordinary share. 

                  No. of C      No. of C      No. of      Total no. of shares  
                   Shares        Shares      Ordinary                          
                  allotted      redeemed      shares        carried forward    
                                            by the CRIP                        
                  2 January     4 January    7 January   Ordinary    C Shares  
                    2013          2013         2013                            

Sir Simon         3,246,492     3,246,492       355       43,072        -      
Notified 24 January 2013 
Date 24 January 2013 
For further information contact Paul Davies, Deputy Company Secretary 
Tel. No. 01332 245878. 
-0- Jan/24/2013 11:58 GMT
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