TIDMRTO
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 RECOMMATION 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 .
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 .
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
Rentokil Initial
Company Secretary: Catherine Stead plc +44 (0)1294 858000
Rentokil Initial
Media: Malcolm Padley plc +44 (0)7788 978199
Rentokil Initial
Investors: Peter Russell plc +44 (0)7795 166506
- -
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 AMMENTS 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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END
PDIBXGDCUXGDGDR
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September 07, 2022 09:38 ET (13:38 GMT)
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