a0693c
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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Result
of General Meeting dated 06 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.
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.
Voting results of the General Meeting
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RESOLUTION
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VOTES FOR1
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%
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VOTES AGAINST
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%
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TOTAL VOTES
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% OF ISC VOTED
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VOTES WITHHELD2
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1.
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To approve the Transaction
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1,556,475,148
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99.88
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1,915,397
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0.12
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1,558,390,545
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83.61%
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789,919
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2.
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To authorise the directors to allot ordinary shares in connection
with the Transaction
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1,556,466,000
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99.88
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1,917,853
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0.12
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1,558,383,853
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83.61%
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796,611
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3.
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To authorise the directors to borrow up to £5 billion in
connection with the Transaction
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1,532,604,485
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98.35
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25,651,815
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1.65
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1,558,256,300
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83.60%
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924,164
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4.
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To adopt the Terminix Share Plan
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1,535,494,748
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98.54
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22,706,289
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1.46
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1,558,201,037
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83.60%
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979,426
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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
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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 -
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.
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:
06 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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