REG - Rentokil Initial PLC - Result of General Meeting

Rentokil InitialAnnouncement

06/10/2022 14:30

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RNS Number : 0688C  Rentokil Initial PLC  06 October 2022

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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 SHAREHOLDER CIRCULAR AND
PROSPECTUS IN RELATION TO THE TRANSACTION APPROVED TODAY WAS PUBLISHED ON 7
SEPTEMBER 2022.

 

6 October 2022

RENTOKIL INITIAL PLC

Rentokil Initial shareholders vote in favour of proposed acquisition of
Terminix

Key leadership talent retained in North America

Results of Rentokil Initial General Meeting

A requisite majority of shareholders of Rentokil Initial plc (the "Company"
or, together with its subsidiaries, "Rentokil Initial") has approved the
proposal to acquire the entire common stock of Terminix Global Holdings, Inc.
("Terminix") for stock and cash (the "Transaction") at a general meeting held
earlier today (the "General Meeting"). The Company's shareholders approved all
four resolutions in relation to the Transaction.

Following approval by the shareholders of Terminix announced earlier today,
and assuming the satisfaction or waiver of all conditions to the Transaction,
completion of the Transaction is expected to take place on 12 October 2022.

Resolutions

The Transaction was described in a combined shareholder circular and
prospectus published by the Company on 7 September 2022 (the "Combined
Document"). The resolutions were set out in Part XVI (Notice of General
Meeting) of the Combined Document and voted on by way of poll. The results are
set out below.

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the
resolutions passed at the general meeting will be submitted 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) .

Voting results of the General Meeting

 RESOLUTION                                                                                 VOTES FOR(1)   %      VOTES AGAINST  %     TOTAL VOTES    % OF ISC VOTED  VOTES WITHHELD(2)
 1.          To approve the Transaction                                                     1,556,475,148  99.88  1,915,397      0.12  1,558,390,545  83.61%          789,919
 2.          To authorise the directors to allot ordinary shares in connection with the     1,556,466,000  99.88  1,917,853      0.12  1,558,383,853  83.61%          796,611
             Transaction
 3.          To authorise the directors to borrow up to £5 billion in connection with the   1,532,604,485  98.35  25,651,815     1.65  1,558,256,300  83.60%          924,164
             Transaction
 4.          To adopt the Terminix Share Plan                                               1,535,494,748  98.54  22,706,289     1.46  1,558,201,037  83.60%          979,426

( )

(1) Votes For include those votes giving the Chairman discretion.

(2) A vote withheld is not a vote in law and is not counted in the calculation
of proportion of votes cast for or against a resolution.

Issued capital

The number of ordinary shares in issue at close of business on 5 October 2022
was 1,863,832,965 ordinary shares of 1p each. The resolutions above were all
proposed and passed as ordinary resolutions. A copy of the resolutions can be
found in the Notice of Meeting available at
www.rentokil-initial.com/generalmeeting
(http://www.rentokil-initial.com/generalmeeting) .

Key leadership talent retained in North America

The Company is delighted to also announce that Brett Ponton, CEO of Terminix,
has been appointed CEO of its North America region. In addition, John Myers,
Managing Director, North America, has been appointed CEO of the US Pest
Control business, reporting to Brett.

Both appointments will become effective from completion of the Transaction and
Brett will become a member of the Company's Executive Leadership Team from the
same date.

Andy Ransom, CEO of Rentokil Initial plc, commented:

"Today, shareholders have given their overwhelming support for the
transaction, in line with the unanimous recommendations of both Boards.
Detailed integration plans are already in place, and we can now focus on the
execution of those plans and the associated value creation for all
stakeholders.

"I'm delighted that Brett and John have agreed to lead the North American
region and our US pest control business respectively. Having their immense
talents at the helm will be welcomed by all colleagues and customers. They are
highly experienced executives with proven abilities to integrate businesses
and drive profitable growth. Retaining their deep knowledge of the two
organisations will ensure a smooth transition and an effective integration."

 

 

Enquiries

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

 

-   END  -

 

Important additional information

In connection with the Transaction, the Company filed a registration statement
on Form F-4 with the United States Securities and Exchange Commission ("SEC")
on 7 September 2022 (the "Registration Statement"), which has been declared
effective by the SEC, and which includes a document that serves as a
prospectus of the Company and a proxy statement of Terminix (the "proxy
statement/prospectus"). Each party will file other documents regarding the
Transaction with the SEC. Before making any voting or investment decisions,
investors and stockholders and shareholders of Terminix and the Company are
urged to read carefully and in their entirety the proxy statement/prospectus,
and any other relevant documents that are filed or will be filed with the SEC
in connection with the Transaction when they become available, as they contain
or will contain important information about Terminix, the Company, the
Transaction and related matters.

The Registration Statement and proxy statement/prospectus and other documents
filed by the Company and Terminix with the SEC are available free of charge at
the SEC's website at https://www.sec.gov. In addition, investors and
shareholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by Terminix online
at https://investors.terminix.com, upon written request delivered to Terminix
at 150 Peabody Pl., Memphis, TN 38103, USA, Attention: Corporate Secretary, or
by calling Terminix's Corporate Secretary's Office by telephone at +1
901-597-1400 or by email at deidre.richardson@terminix.com, and will be able
to obtain free copies of the Registration Statement, proxy
statement/prospectus and other documents which will be filed with the SEC 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's website is not incorporated by reference
into this communication.

Participants in the solicitation

Under SEC rules, the Company, Terminix 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 from
Terminix shareholders in connection with the Transaction. 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/investors/annual-reports
(https://www.rentokil-initial.com/investors/annual-reports) or in the Combined
Document, available at www.rentokil-initial.com/generalmeeting
(http://www.rentokil-initial.com/generalmeeting) . Information about
Terminix's directors and executive officers may be found on its website at
https://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 https://investors.terminix.com (https://investors.terminix.com) and
https://www.sec.gov (https://www.sec.gov) , or in the Registration Statement.
The information included on, or accessible through, the Company's or
Terminix's website is not incorporated by reference into this announcement.
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 from Terminix shareholders in
connection with the Transaction is included in the proxy statement/prospectus
and other relevant materials filed with the SEC.

Important notices relating to financial advisers

Barclays Bank PLC ("Barclays"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority ("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.

Forward-looking statements

This announcement and the Combined Document contain forward-looking
statements. 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. The Company 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, among other things: the risks set out in Part I (Risk
Factors) of the Combined Document; a condition to the completion of the
Transaction may not be satisfied; the occurrence of any event that can give
rise to termination of the Transaction; Rentokil Initial is unable to achieve
the synergies and value creation contemplated by the Transaction; Rentokil
Initial is unable to promptly and effectively integrate Terminix's 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 Rentokil
Initial decline following the Transaction; legal proceedings are instituted
against Rentokil Initial or Terminix; Rentokil Initial or Terminix is unable
to retain or hire key personnel; the announcement or the consummation of the
Transaction has a negative effect on the market price of the Company's or
Terminix's shares or on Rentokil Initial's or Terminix'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
COVID-19 pandemic), the ongoing war in Ukraine and the subsequent institution
and extension of sanctions against various Russian organisations, companies
and individuals, geopolitical uncertainty, and conditions that may result from
legislative, regulatory, trade and policy changes associated with the current
or subsequent US or UK administration; the ability of Rentokil Initial or
Terminix 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 Rentokil Initial's or
Terminix's business, including current plans and operations; certain
restrictions during the pendency of the acquisition that may impact Rentokil
Initial's or Terminix's ability to pursue certain business opportunities or
strategic transactions; and Rentokil Initial's or Terminix's ability to meet
expectations regarding the accounting and tax treatments of the Transaction.
Unlisted factors may present significant additional obstacles to the
realisation 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 assumes any obligation to
update or revise the information contained herein, which speaks only as of the
date hereof.

Neither Rentokil Initial nor any of its associates or directors, officers or
advisers provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement or the Combined Document will actually occur.
Investors are cautioned not to place undue reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations (including under the Listing Rules, the Disclosure Guidance and
Transparency Rules, the Prospectus Regulation Rules of the FCA and the Market
Abuse Regulation), Rentokil Initial is under no obligation, and Rentokil
Initial expressly disclaims any intention or obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

 

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