RYCEY Rolls Royce Holdings PLC (PK)

By Robert Wall 

LONDON--Rolls-Royce Holdings PLC named the representative of U.S. activist shareholder ValueAct Capital Management LP to its board on Wednesday, though the British engine-maker vowed to stick to its current strategy.

The group, one of the main suppliers of aircraft engines for plane makers Airbus Group SE and Boeing Co., said Bradley Singer, ValueAct's chief operating officer, will join as a director with immediate effect.

ValueAct last year became Rolls-Royce's largest shareholder and now holds a 10.8% stake in the company. An activist investor gaining a board seat remains a rarity in the U.K., even as it has become a more regular occurrence in the U.S. and Europe. ValueAct already sits on the boards of Microsoft Corp.

Rolls-Royce Chairman Ian Davis said the presence of an activist investment-fund in the boardroom won't trigger another review of group strategy. Rolls-Royce is committed to being a "diversified engine and power-systems business," Mr. Davis said. "There will be no fundamental change in direction. There is no question of a large-scale breakup," he said.

The ValueAct representative would serve on the board as long as ValueAct remained a major shareholder in the company, he said.

The appointment comes as Rolls-Royce Chief Executive Warren East is set to complete a strategic review midsummer, Mr. Davis said. It could lead to some disposals, though Mr. East has signaled there was no plan for a thorough reshaping of Rolls-Royce's portfolio. As well as jet engines, the group makes engines and power turbines for the marine, defense, and energy sectors.

Mr. East recently completed an operational review that has led to a streamlining of the organization and job cuts to restore competitiveness.

Rolls-Royce has struggled under a series of profit warnings and last month announced the first dividend cut in more than 20 years. The company has seen demand weaken for some of its most profitable products. The sharp drop in oil prices also has hit earnings at its marine and power-systems operations.

"This is not going to be a quick fix," Mr. Davis said, echoing Rolls-Royce's CEO.

Rolls-Royce said that ValueAct has committed not to raise its stake beyond 12.5% and has signed up to a standstill agreement that will run until the 2018 annual shareholder meeting. Under the pact, ValueAct has agreed not to call for shareholder meetings, propose mergers or changes to company strategy, nor to publicly criticize the company.

The agreement is similar to one ValueAct has with 21st Century Fox which nominated Jeffrey Ubben, the firm's chief executive, to the media and entertainment group's board last year.

ValueAct has also agreed to vote its shares in support of the board at Rolls-Royce's shareholder meetings this year and next, as well as maintaining at least a 7.5% stake to retain its board representation.

The appointment comes after months of talks between Rolls-Royce and ValueAct which Mr. Davis characterized as "constructive" though ValueAct hasn't made specific recommendations on the overhaul under way at Rolls-Royce.

Mr. Singer would strengthen the company's ability to deal with U.S. investors and bolsters its financial know-how, Mr. Davis said. Mr. Singer previously was chief financial officer of Discovery Communications and American Tower Corp. while ValueAct has experience of the aerospace sector through having had a stake in aircraft electronics company Rockwell Collins Inc.

Mr. Davis said he consulted with other investors before Mr. Singer was named to the board. Most backed the move. A small number of British investors indicated some reluctance, he said.

Rolls-Royce has fallen out of favor with some British institutional investors in recent months as its earnings have fallen short of expectations. Neil Woodford, a highly regarded British investment fund manager who held Rolls-Royce stock for almost a decade, said last year that he lacked confidence in the engine maker's near-term prospects, saying his CF Woodford Equity Income Fund and the Woodford Patient Capital Trust fund had sold their shares.

Mr. Singer, who also joins the Rolls-Royce board's science and technology committee, is blocked from serving on the group's nominations and governance committee, audit committee or remuneration committee under U.K. rules on nonindependent directors, the engine maker said.

Write to Robert Wall at robert.wall@wsj.com

(END) Dow Jones Newswires

March 02, 2016 08:41 ET (13:41 GMT)

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