Form 6-K RENTOKIL INITIAL PLC For: Oct 12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2022
Commission File Number: 333-265455
Rentokil Initial plc
(Registrant’s name)
Compass House
Manor Royal
Crawley
West Sussex RH10 9PY
United Kingdom
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ☐
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Acquisition
of Terminix Completion dated 12 October 2022
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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.
12 October 2022
RENTOKIL INITIAL PLC
Acquisition of Terminix Completion
Rentokil Initial plc ("Rentokil
Initial" or
the "Company")
today completed the acquisition of Terminix Global Holdings, Inc.
("Terminix")
(the "Transaction").
Completion of the Transaction marks the combination of two leading
pest control businesses with a long
cultural heritage, outstanding talent and strong focus on people,
customers, delivering products and services responsibly, and
benefiting society and the environment by acting in a responsible
manner.
As a result of completion of the Transaction, the Company is now
the leading global pest control company, with
approximately 4.9
million customers and 57,700 employees
globally.
Andy Ransom, CEO of Rentokil Initial, commented:
"I am delighted to confirm completion of the Terminix transaction
and would like to extend a warm welcome to our new colleagues,
customers and shareholders joining the Rentokil Initial family.
This marks an important milestone in Rentokil Initial's history
with the combination adding valuable scale, capabilities and talent
as well as the wonderful Terminix brand. Following an intense
period of successful preparatory work to position the businesses
for effective integration, we are now focused on delivering the
deal's significant benefits. Rentokil Initial is well positioned
for long-term sustainable and profitable growth as the new global
leader in Pest Control and Hygiene & Wellbeing."
Richard Solomons, Rentokil Initial Chairman, said:
"This combination establishes our position as the leading Pest
Control business in North America, the world's largest Pest Control
market. We would like to thank the Board of Terminix and all
shareholders for their engagement in this process and we look
forward to delivering the transaction's clear strategic and
financial benefits. I would also like to welcome all our new
colleagues and thank everyone for their continued hard work and
focus on our customers.
"I'm also delighted to welcome David Frear to the Board, who joins
us today. This is a particularly notable appointment as he has been
a Director of Terminix since January 2021, and brings considerable
experience as a US-based CFO and as a board member of leading North
American businesses."
Brett Ponton, CEO of Terminix, said:
"We are very excited to be joining a company of Rentokil Initial's
pedigree and to see the Terminix business we've built over 95 years
embark on its next stage of development. The cultural similarities
between the two organisations are clear - focusing on colleagues
with outstanding training and high levels of engagement, who in
turn deliver an exceptional standard of service for our customers.
Our aim is to create a world class organisation in North America
with best of breed technologies, systems and operations, driven
forward by the hugely talented people of both organisations. The
Terminix team appreciates the trust placed in us by Rentokil
Initial and is ready to become part of its growth
story."
Financial considerations
The aggregate merger consideration Terminix stockholders are
entitled to is approximately $1.34 billion in cash and
129,141,384 new Rentokil Initial American Depositary Shares (ADSs),
representing 645,706,920 new Rentokil Initial ordinary shares which
have been issued to The Bank of New York Mellon in its capacity as
depositary to the Company (the "Depositary").
Under the terms of the Transaction, each Terminix stockholder
entitled to consideration was able to elect, prior to 5:00 p.m.
(Eastern Time) on 6 October 2022, to receive either cash
consideration or stock consideration for each share of Terminix
common stock they hold, subject to automatic adjustment and
proration mechanisms.
Holders of 38,693,211 shares of Terminix common stock made an
election to receive the cash consideration, and holders of
82,919,979 shares of Terminix common stock either (i) made an
election to receive the stock consideration or (ii) did not make a
valid election by the election deadline and therefore were deemed
to have made an election to receive the stock
consideration.
As a result, Terminix stockholders who elected to receive cash
consideration will receive $34.57 in cash and 0.1447 Rentokil
Initial ADSs for each share of Terminix common stock they hold, and
Terminix stockholders who elected to receive stock consideration
will receive 1.4899 Rentokil Initial ADSs for each share of
Terminix common stock they hold.
Admission of the new Rentokil Initial ordinary shares issued to the
Depositary to listing on the premium listing segment of the
Official List of the Financial Conduct Authority (the "FCA") and to
the trading on the London Stock Exchange's main market for listed
securities has been approved and will be effective at 8.00 a.m. (UK
Time) on 13 October 2022.
Admission of the Rentokil Initial ADSs to listing and trading on
the New York Stock Exchange under the ticker symbol "RTO" has been
approved and will be effective at 9:30 a.m. (Eastern Time) on 12
October 2022.
As a result of completion of the Transaction, the Company's issued
share capital consists of 2,509,539,885 ordinary shares of one
pence each, carrying one vote each. No shares are held in Treasury.
Therefore, the total voting rights of the Company is 2,509,539,885.
The above figure for the total number of voting rights may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
The consolidation of Terminix has started with effect from
completion of the Transaction and the first consolidated financial
reporting will be the Company's preliminary results for 2022,
including the results of Terminix operations from 12 October
2022.
Board appointment
Rentokil Initial announces the appointment of David Frear to the
Company's Board of Directors as a Non-Executive Director with
immediate effect. David will also become a member of the Company's
Remuneration and Nomination Committees.
David has been a Non-Executive Director of Terminix since January
2021. Previously, David served as CFO of subscription-based,
satellite radio provider Sirius XM from 2003 until 2020. He is also
a member of the board of directors of The NASDAQ Stock Market LLC,
NASDAQ PHLX LLC, NASDAQ BX, Inc., Nasdaq ISE, LLC, Nasdaq GEMX, LLC
and Nasdaq MRX, LLC, subsidiaries of Nasdaq, Inc., a leading
provider of trading, clearing, exchange technology, listing,
information and public company services. He previously served on
the boards of Sirius XM Canada Holdings Inc., Savvis Communications
and Pandora Media Inc.
There are no further details to be disclosed relating to David
Frear under Section 9.6.13 of the Listing Rules.
Enquiries
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Company Secretary:
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Catherine Stead
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Rentokil Initial plc
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+44 (0)1294 858000
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Media:
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Malcolm Padley
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Rentokil Initial plc
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+44 (0)7788 978199
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Investors / Analysts:
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Peter Russell
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Rentokil Initial plc
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+44 (0)7795 166506
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- END -
Forward-looking statements
This announcement contains 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 shareholder circular and prospectus
published by the Company on 7 September 2022
(the "Combined
Document"), the Combined Group
(as defined in the Combined Document) is unable to achieve the
synergies and value creation contemplated by the Transaction; the
Company 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 Combined Group's credit ratings decline
following completion of the Transaction; legal proceedings are
instituted against the Combined Group; the Combined Group is unable
to retain or hire key personnel; completion of the Transaction has
a negative effect on the market price of the Company's shares or on
the Combined Group'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 the Combined
Group 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 Combined Group's
business, including current plans and operations; certain
restrictions following completion of the Transaction that may
impact the Combined Group's ability to pursue certain business
opportunities or strategic transactions; and the Combined Group'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.
Neither the Combined Group 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 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 and the Prospectus
Regulation Rules of the FCA and the Market Abuse Regulation), the
Company is under no obligation, and 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Date:
12 October 2022
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RENTOKIL INITIAL PLC
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/s/
Catherine Stead
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Name:
Catherine Stead
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Title:
Company Secretary
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