TIDMRTO
RNS Number : 0688C
Rentokil Initial PLC
06 October 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
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 .
Voting results of the General Meeting
RESOLUTION VOTES FOR(1) % VOTES % TOTAL VOTES % OF VOTES
AGAINST ISC WITHHELD(2)
VOTED
To approve
1. the Transaction 1,556,475,148 99.88 1,915,397 0.12 1,558,390,545 83.61% 789,919
----------------- -------------- ------ ----------- ----- -------------- ------- -------------
To authorise
the directors
to allot
ordinary
shares in
connection
with the
2. Transaction 1,556,466,000 99.88 1,917,853 0.12 1,558,383,853 83.61% 796,611
----------------- -------------- ------ ----------- ----- -------------- ------- -------------
To authorise
the directors
to borrow
up to GBP5
billion in
connection
with the
3. Transaction 1,532,604,485 98.35 25,651,815 1.65 1,558,256,300 83.60% 924,164
----------------- -------------- ------ ----------- ----- -------------- ------- -------------
To adopt
the Terminix
4. 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
.
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
Rentokil Initial
Company Secretary: Catherine Stead plc +44 (0)1294 858000
Rentokil Initial
Media: Malcolm Padley plc +44 (0)7788 978199
Investors / Rentokil Initial
Analysts: Peter Russell plc +44 (0)7795 166506
- -
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 or in the
Combined Document, available at
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 and
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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END
ROMXQLFBLBLFFBK
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October 06, 2022 09:23 ET (13:23 GMT)
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