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REG - Rentokil Initial PLC - Publication of Circular-Prospectus & GM Notice

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RNS Number : 6562Y  Rentokil Initial PLC  07 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT
DOCUMENT AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED
AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR
ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE INFORMATION
NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN
CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY. INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION ON THE BASIS OF ITS CONTENTS. A COMBINED CIRCULAR AND PROSPECTUS IN
RELATION TO THE TRANSACTION DESCRIBED IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED
TODAY.

 

7 September 2022

RENTOKIL INITIAL PLC

Publication of Combined Circular and Prospectus

and Notice of Rentokil Initial General Meeting

Further to the announcement by Rentokil Initial plc (the "Company" or,
together with its subsidiaries, "Rentokil Initial") on 14 December 2021 that
it and Terminix Global Holdings, Inc. ("Terminix Holdings" or, together with
its subsidiaries, "Terminix") had reached an agreement for the acquisition, by
a subsidiary of the Company, of the entire common stock of Terminix Holdings
(the "Transaction"), the Company is pleased to announce that the FCA has
approved its combined shareholder circular and prospectus relating to the
Transaction (the "Combined Document"), which has been published by the Company
today.

Under the Listing Rules, the Transaction constitutes a Class 1 transaction and
is therefore conditional on, among other things, the approval by the Company's
shareholders by a simple majority of votes cast. The Combined Document
contains further details on the Transaction and a notice convening a general
meeting of the Company (the "General Meeting") to be held at the offices of
Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR, United
Kingdom at 1.30 p.m. BST on 6 October 2022 to consider and approve the
Transaction.

Shareholders are strongly encouraged to vote in advance of the General Meeting
by appointing the Chair of the General Meeting as their proxy. This means the
Chair of the General Meeting will be able to vote on their behalf, and in
accordance with their instructions, at the General Meeting. Further details on
how shareholders can appoint the Chair of the General Meeting as their proxy
can be found from page 38 of the Combined Document.

Closing of the Transaction is subject to a number of closing conditions,
including approval by Terminix Holdings shareholders. Assuming the
satisfaction or waiver of the conditions, completion of the Transaction is
expected to take place on or around 12 October 2022.

Availability of the Combined Document

The Combined Document, containing the notice of the General Meeting, and
copies of other documents related to the Transaction, will be made available
shortly on the Company's website at
https://www.rentokil-initial.com/generalmeeting
(https://www.rentokil-initial.com/generalmeeting) .

A copy of the Combined Document will be submitted shortly to the National
Storage Mechanism and will be available in due course for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Q3 Trading Update

In order to align with the Transaction timetable, the Company now intends to
publish its trading update for the nine months to 30 September 2022 on 1
November 2022.

Enquiries

 Company Secretary:  Catherine Stead  Rentokil Initial plc  +44 (0)1294 858000
 Media:              Malcolm Padley   Rentokil Initial plc  +44 (0)7788 978199
 Investors:          Peter Russell    Rentokil Initial plc  +44 (0)7795 166506

 

-   END  -

 

Additional Information About The Transaction And Where To Find It

In connection with the Transaction, the Company has filed with the U.S.
Securities and Exchange Commission (the "SEC") a registration statement on
Form F-4 (the "Registration Statement"), which includes a proxy statement of
Terminix Holdings that also constitutes a prospectus of the Company (the
"proxy statement/prospectus"). The SEC is expected to declare the Registration
Statement effective on or about 7 September 2022. Each of the Company and
Terminix Holdings will also file other relevant documents in connection with
the Transaction. The definitive proxy statement/prospectus is expected to be
sent to the shareholders of Terminix Holdings on or about 8 September 2022.
The Company has also filed a shareholder proxy circular in connection with the
Transaction with applicable securities regulators in the United Kingdom and
the shareholder proxy circular is expected to be sent to the Company's
shareholders on or about 8 September 2022. This communication is not a
substitute for any registration statement, proxy statement/prospectus or other
documents the Company and/or Terminix Holdings may file with the SEC in
connection with the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX HOLDINGS AND
THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY
STATEMENT/PROSPECTUS AND SHAREHOLDER PROXY CIRCULAR, AS APPLICABLE, AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR
APPLICABLE SECURITIES REGULATORS IN THE UNITED KINGDOM, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE
TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT TERMINIX HOLDINGS, THE COMPANY, THE TRANSACTION
AND RELATED MATTERS. The Registration Statement and proxy statement/prospectus
are, and the other documents filed by the Company and Terminix Holdings with
the SEC, when filed, will be, available free of charge at the SEC's website at
www.sec.gov. In addition, investors and shareholders are able to obtain free
copies of the proxy statement/prospectus and other documents filed with the
SEC by Terminix Holdings online at investors.terminix.com, upon written
request delivered to Terminix Holdings at 150 Peabody Pl., Memphis, TN 38103,
USA, Attention: Corporate Secretary, or by calling Terminix Holdings'
Corporate Secretary's Office by telephone at +1 901-597-1400 or by email at
deidre.richardson@terminix.com, and are able to obtain free copies of the
Registration Statement, proxy statement/prospectus, shareholder proxy circular
and other documents filed with the SEC and applicable securities regulators in
the United Kingdom by the Company online at https://www.rentokil-initial.com,
upon written request delivered to the Company at Compass House, Manor Royal,
Crawley, West Sussex, RH10 9PY, UK, Attention: Catherine Stead, or by calling
the Company by telephone at +44 (0)1293 858000 or by email at
secretariat@rentokil-initial.com. The information included on, or accessible
through, the Company's or Terminix Holdings' website is not incorporated by
reference into this communication.

This communication is for informational purposes only and is not intended to,
and shall not, constitute an offer to sell or buy or the solicitation of an
offer to sell or buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to appropriate registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation of Proxies

This communication is not a solicitation of proxies in connection with the
Transaction. However, under SEC rules, Terminix Holdings, the Company, and
certain of their respective directors, executive officers and other members of
the management and employees may be deemed to be participants in the
solicitation of proxies in connection with the Transaction. Information about
Terminix Holdings' directors and executive officers may be found on its
website at corporate.terminix.com/responsibility/corporate-governance and in
its 2021 Annual Report on Form 10-K filed with the SEC on 1 March 2022,
available at investors.terminix.com and www.sec.gov. Information about the
Company's directors and executive officers may be found on its website at
https://www.rentokil-initial.com and in its 2021 Annual Report filed with
applicable securities regulators in the United Kingdom on 30 March 2022,
available on its website at https://www.rentokil-initial.com. The information
included on, or accessible through, the Company's or Terminix Holdings'
website is not incorporated by reference into this communication. These
documents can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such potential participants
in the solicitation of proxies in connection with the Transaction is included
in the proxy statement/prospectus and shareholder proxy circular and other
relevant materials filed with the SEC and applicable securities regulators in
the United Kingdom.

Important Notices Relating to Financial Advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority (the "PRA") and regulated by
the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom,
together with Goldman Sachs International ("Goldman Sachs"), which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, are each acting exclusively for the Company and no one else in
connection with the Transaction and the matters referred to in this
announcement and the Combined Document and will not regard any other person as
a client in relation to the Transaction and the matters referred to in this
announcement and the Combined Document and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Transaction or
any other matter referred to in this announcement or the Combined Document.
Apart from the responsibilities and liabilities, if any, which may be imposed
on each of Barclays and Goldman Sachs by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Barclays nor Goldman Sachs, nor any of their respective subsidiaries, holding
companies, branches nor affiliates nor any of their respective directors,
officers, employees, agents or advisers owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Barclays or Goldman Sachs in connection with the Transaction for, and no
representation, express or implied, is made by either of them, or purported to
be made on their behalf, as to the contents of this announcement or the
Combined Document, including its accuracy, completeness or verification or any
other statement made or purported to be made by either of them, or on their
behalf, in connection with the Company, the Combined Group (as defined in the
Combined Document), the Transaction or the matters described in this
announcement or the Combined Document. To the fullest extent permitted by
applicable law, each of Barclays and Goldman Sachs and each of their
respective subsidiaries, holding companies, branches and affiliates and their
respective directors, officers, employees, agents and advisers accordingly
disclaim all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or the Combined Document or any statement
contained therein.

Information Regarding Forward-Looking Statements

This communication contains forward-looking statements as that term is defined
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can sometimes be
identified by the use of forward-looking terms such as "believes," "expects,"
"may," "will," "shall," "should," "would," "could," "potential," "seeks,"
"aims," "projects," "predicts," "is optimistic," "intends," "plans,"
"estimates," "targets," "anticipates," "continues" or other comparable terms
or negatives of these terms, but not all forward-looking statements include
such identifying words. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such forward-looking
statements. We can give no assurance that such plans, estimates or
expectations will be achieved and therefore, actual results may differ
materially from any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include: a condition to
the closing of the Transaction may not be satisfied; the occurrence of any
event that can give rise to termination of the Transaction; the Company is
unable to achieve the synergies and value creation contemplated by the
Transaction; the Company is unable to promptly and effectively integrate
Terminix Holdings' businesses; management's time and attention is diverted on
Transaction related issues; disruption from the Transaction makes it more
difficult to maintain business, contractual and operational relationships; the
credit ratings of the Company declines following the Transaction; legal
proceedings are instituted against Terminix Holdings or the Company; Terminix
Holdings or the Company is unable to retain or hire key personnel; the
announcement or the consummation of the proposed acquisition has a negative
effect on the market price of the capital stock of Terminix Holdings or the
Company or on Terminix Holdings' or the Company's operating results; evolving
legal, regulatory and tax regimes; changes in economic, financial, political
and regulatory conditions, in the United Kingdom, the United States and
elsewhere, and other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus
(COVID-19) pandemic (the "COVID-19 pandemic")), geopolitical uncertainty, and
conditions that may result from legislative, regulatory, trade and policy
changes associated with the current or subsequent U.S. or U.K. administration;
the ability of the Company or Terminix Holdings to successfully recover from a
disaster or other business continuity problem due to a hurricane, flood,
earthquake, terrorist attack, war, conflict, pandemic, security breach,
cyber-attack, power loss, telecommunications failure or other natural or
man-made event, including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public health crises,
such as pandemics (including the COVID-19 pandemic) and epidemics and any
related company or governmental policies and actions to protect the health and
safety of individuals or governmental policies or actions to maintain the
functioning of national or global economies and markets, including any
quarantine, "shelter in place," "stay at home," workforce reduction, social
distancing, shut down or similar actions and policies; actions by third
parties, including government agencies; the risk that disruptions from the
Transaction will harm the Company's or Terminix Holdings' business, including
current plans and operations; certain restrictions during the pendency of the
acquisition that may impact the Company's or Terminix Holdings' ability to
pursue certain business opportunities or strategic transactions; the Company's
or Terminix Holdings' ability to meet expectations regarding the accounting
and tax treatments of the Transaction; the risks and uncertainties discussed
in the "Risks and Uncertainties" section in the Company's reports available on
the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its website at
https://www.rentokil-initial.com (information included on or accessible
through the Company's website is not incorporated by reference into this
communication); and the risks and uncertainties discussed in the "Risk
Factors" and "Information Regarding Forward-Looking Statements" sections in
Terminix Holdings' reports filed with the SEC. These risks, as well as other
risks associated with the Transaction, are more fully discussed in the proxy
statement/prospectus and shareholder proxy circular. While the list of factors
presented here is, and the list of factors presented in the proxy
statement/prospectus and shareholder proxy circular is, considered
representative, no such list should be considered to be a complete statement
of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward-looking
statements. We caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future performance or
outcomes and that actual performance and outcomes, including, without
limitation, our actual results of operations, financial condition and
liquidity, and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication. Except as required
by law, neither the Company nor Terminix Holdings assumes any obligation to
update or revise the information contained herein, which speaks only as of the
date hereof.

 

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