As filed with the Securities and Exchange Commission on July 22, 2022

Registration No. 333-265455​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

Compass House
Manor Royal
Crawley
West Sussex RH10 9PY
United Kingdom
Tel: +44 1293 858000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

1125 Berkshire Blvd., Suite 150
Reading, PA 19610
(610) 372-9700

(Address and Telephone Number of Agent for Service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and upon completion of the merger described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

U.S. Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

U.S. Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the U.S. Securities Act of 1933.

☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the U.S. Securities Act. ☐

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The term ‘new or revised financial accounting standard’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

the implied value of the merger consideration to Terminix stockholders was approximately $55.00 per share of Terminix common stock. Based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of July 21, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $43.53 per share of Terminix common stock.

At the special meeting of Terminix’s stockholders (which we refer to as the “Terminix special meeting”), Terminix stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (which we refer to as the “merger proposal”) and (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. The Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal and “FOR” the compensation proposal.

We cannot complete the transaction unless, among other things, the merger proposal is approved by Terminix stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the Terminix special meeting, please promptly mark, sign and date the accompanying proxy card or voting instruction card and return it in the enclosed postage-paid envelope, call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the Terminix special meeting.

This proxy statement/prospectus provides you with important information about the Terminix special meeting, the transaction, and each of the proposals to be considered at the Terminix special meeting. We encourage you to read the entire document, including the annexes and documents incorporated by reference therein, carefully, in particular the “Risk Factors” section beginning on page 37 for a discussion of risks that you should consider in evaluating the transaction.

We look forward to the successful completion of the transaction.

As noted above, the Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction, the adoption of the merger agreement or any of the other transactions described in this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [      ], 2022 and is first being mailed to Terminix stockholders on or about [      ], 2022.

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No.333‑265455) filed with the SEC by Rentokil Initial, constitutes a prospectus of Rentokil Initial under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”) with respect to Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs to be issued to Terminix stockholders pursuant to the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1, dated as of March 14, 2022, by and among Terminix, Rentokil Initial, Bidco and Merger Subs.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Terminix under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “U.S. Exchange Act”) with respect to the Terminix special meeting, at which Terminix stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated [  ]. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Terminix stockholders nor the issuance of Rentokil Initial ADSs or Rentokil Initial ordinary shares pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Rentokil Initial contained in this proxy statement/prospectus has been provided by Rentokil Initial, and information concerning Terminix contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Terminix.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

This proxy statement/prospectus is not a prospectus published in accordance with the Prospectus Regulation Rules made under Part VI of the United Kingdom Financial Services and Markets Act 2000 (as set out in the Financial Conduct Authority (“FCA”) Handbook) (the “PR Rules”). Rentokil Initial intends to publish and mail to Rentokil Initial shareholders (under applicable UK legislation including the PR Rules and the FCA’s Listing Rules) a combined prospectus and shareholder circular in due course, relating both to (i) the general meeting of Rentokil Initial’s shareholders to be held for the purpose of obtaining the approval of holders of Rentokil Initial ordinary shares of Rentokil Initial’s transaction-related proposals and (ii) the admission of the new Rentokil Initial ordinary shares to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities. A copy of the Rentokil Initial combined prospectus and shareholder circular may be obtained at Rentokil Initial’s website (https://www.rentokil-initial.com) following its approval by the FCA and subsequent publication. The web address of Rentokil Initial has been included as an inactive textual reference only. The Rentokil Initial combined prospectus and shareholder circular, and Rentokil Initial’s website, are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

Presentation of Financial Information

This proxy statement/prospectus contains or is accompanied by:

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the audited consolidated financial statements of Rentokil Initial as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), with UK-adopted International Accounting Standards and

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with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards (referred to in this proxy statement/prospectus as the “Rentokil Initial consolidated financial statements”); and

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the audited consolidated financial statements of Terminix as of December 31, 2021 and 2020 and for the three years in the period ended December 31, 2021, prepared on the basis of U.S. GAAP, and the unaudited consolidated financial statements of Terminix as of and for the three months ended March 31, 2022 (referred to in this proxy statement/prospectus as the “Terminix consolidated financial statements”).

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Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the Rentokil Initial consolidated financial statements included in this proxy statement/prospectus and from the Terminix consolidated financial statements incorporated by reference into this proxy statement/​prospectus.

This proxy statement/prospectus also contains the unaudited pro forma condensed combined financial information of Rentokil Initial as of and for the year ended December 31, 2021 after giving effect to the transaction, referred to in this proxy statement/prospectus as pro forma financial information. See the section of this proxy statement/prospectus entitled “Rentokil Initial Unaudited Pro Forma Combined Financial Information” beginning on page 164. For the purposes of the unaudited pro forma condensed combined financial information, Terminix financial information is converted from U.S. GAAP to IFRS. The financial information set forth in this proxy statement/prospectus has been rounded for ease of presentation. Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure given for that column.

For additional information on the presentation of financial information in this proxy statement/​prospectus, see the Rentokil Initial consolidated financial statements beginning on page F-6 of this proxy statement/prospectus and the Terminix consolidated financial statements incorporated by reference into this proxy statement/prospectus.

 

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [  ], 2022

To the Stockholders of Terminix Global Holdings, Inc.:

Notice is hereby given that Terminix Global Holdings, Inc. (which we refer to as “Terminix”) will hold a special meeting of its stockholders (which we refer to as the “Terminix special meeting”) virtually via the Internet on [ ], 2022, beginning at [ ], Eastern Time. The Terminix special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Terminix special meeting online and to vote your shares electronically at the meeting by visiting [ ] (which we refer to as the “special meeting website”).

The Terminix special meeting will be held for the following purposes:

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to consider and vote on a proposal (which we refer to as the “merger proposal”) to adopt the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1, dated as of March 14, 2022 (which, as it may be further amended from time to time, we refer to as the “merger agreement”) by and among Rentokil Initial plc (which we refer to as “Rentokil Initial”), Terminix, Rentokil Initial US Holdings, Inc., a wholly owned subsidiary of Rentokil Initial (which we refer to as “Bidco”), Leto Holdings I, Inc., a direct, wholly owned subsidiary of Bidco (which we refer to as “Merger Sub I”) and Leto Holdings II, LLC, a direct, wholly owned subsidiary of Bidco (which we refer to as “Merger Sub II”); and

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to consider and vote on a proposal (which we refer to as the “compensation proposal”) to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

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Terminix will transact no other business at the Terminix special meeting, except such business as may properly be brought before the Terminix special meeting or any adjournment or postponement thereof. The accompanying proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Stockholders of record at the close of business on [ ], 2022 (which we refer to as the “record date”) will be entitled to notice of and to vote at the Terminix special meeting or any adjournment of the Terminix special meeting.

The Terminix board of directors has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including (1) the merger of Merger Sub I with and into Terminix (which we refer to as the “first merger”) and (2) the merger of Terminix with and into Merger Sub II (which we refer to as the “second merger,” and, together with the first merger, the “transaction”) on the terms and subject to the conditions set forth in the merger agreement. The Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal and “FOR” the compensation proposal.

Your vote is very important, regardless of the number of shares of Terminix common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the transaction, without approval of the merger proposal. Assuming a quorum is present, the approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Terminix common stock entitled to vote on the merger proposal.

Whether or not you plan to attend the Terminix special meeting via the special meeting website, Terminix urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Terminix special meeting. If you hold your shares through a broker, bank or other nominee in “street name” ​(instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Terminix stockholders entitled to vote at the Terminix special meeting will be available at our headquarters for examination by any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Terminix

 

 

special meeting. If you would like to examine the list of Terminix stockholders of record, please contact Terminix’s Corporate Secretary at (901) 597-1400 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of Terminix stockholders entitled to vote at the Terminix special meeting will also be available for examination by any Terminix stockholder during the Terminix special meeting via the special meeting website at [  ].

If you have any questions about the transaction, please contact Terminix at (901) 597-1400 or write to Terminix Global Holdings, Inc., 150 Peabody Place, Memphis, Tennessee 38103, Attention: Investor Relations.

If you have any questions about how to vote or direct a vote in respect of your shares of Terminix common stock, you may contact Terminix’s proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427. Banks and brokers may call collect at (212) 750-5833.

By Order of the Board of Directors,

Deidre Richardson
Senior Vice President, General Counsel and Corporate Secretary

Memphis, Tennessee

Dated: [  ], 2022

 

 

YOUR VOTE IS VERY IMPORTANT

 

 

 

 

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FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this proxy statement/prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

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“Assumed PSU Award” refers to each Terminix PSU Award that will be assumed by Rentokil Initial and converted into a restricted stock unit award.

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“Assumed RSU Award” refers to each Terminix RSU Award that will be assumed by Rentokil Initial and converted into a restricted stock unit award.

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“available cash election amount” refers to the product of the per share cash amount and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time.

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“available stock election amount” refers to the product of the exchange ratio and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time.

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“Barclays” refers to Barclays Bank PLC.

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“Bidco” refers to Rentokil Initial US Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Rentokil Initial.

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“broker non-vote” refers to when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions.

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“cash consideration” refers to an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price, subject to certain allocation and proration provisions in the merger agreement.

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“cash electing share” refers to a share of Terminix common stock with respect to which an election to receive cash consideration has been made.

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“cash election amount” refers to the product of the number of cash electing shares and the cash consideration (disregarding the allocation and proration provisions in the merger agreement).

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“cash/stock election” refers to an election by a Terminix stockholder for cash consideration or stock consideration.

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“closing” refers to the consummation of the transaction.

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“closing date” refers to the date of the closing.

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“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

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“combined company” refers to Rentokil Initial and its subsidiaries, including Terminix and its subsidiaries, following completion of the transaction.

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“compensation proposal” refers to the proposal that Terminix stockholders will vote on at the Terminix special meeting to approve on a non-binding, advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

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“custodian” refers to The Bank of New York Mellon, in its capacity as custodian for the depositary bank under the deposit agreement.

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“debt financing” refers to any debt financing pursued by Rentokil Initial, its wholly owned subsidiaries or any Merger Sub to consummate the transactions contemplated by the merger agreement.

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“deposit agreement” refers to the amended and restated deposit agreement between Rentokil Initial plc, The Bank of New York Mellon and the other parties therein, the form of which is attached as Exhibit 4.1 to the registration statement of which this proxy statement/prospectus constitutes a part. 3

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“depositary bank” refers to The Bank of New York Mellon, in its capacity as depositary under the deposit agreement.

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“dissenting shares” refers to shares of Terminix common stock outstanding immediately prior to the first effective time and held by Terminix stockholders who have not voted in favor of the merger proposal and who have demanded appraisal for such shares in accordance with the DGCL and who have not failed to perfect, withdrawn or lost the right to appraisal.

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“election deadline” means 5:00 p.m. Eastern Time on the date that is three business days preceding the closing date of the transaction.

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“end date” refers to December 31, 2022; provided that such date may be extended to March 13, 2023 by either Terminix or Rentokil Initial in certain circumstances described in the merger agreement.

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“EPA” refers to the U.S. Environmental Protection Agency.

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“Equity Award Exchange Ratio” means the sum, rounded to four decimal places, equal to (i) the exchange ratio, plus (ii) the quotient of (A) the per share cash amount, and (B) the Rentokil Initial ADS price.

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“exchange agent” refers to Computershare Inc., a Delaware corporation, and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company.

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“exchange ratio” refers to 1.0619.

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“excluded shares” refers to (i) dissenting shares, (ii) shares of Terminix common stock held by Terminix as treasury stock or (iii) shares of Terminix common stock owned by Rentokil Initial, Bidco or either Merger Sub immediately prior to the first effective time (other than any such shares owned by Rentokil Initial, Bidco or either Merger Sub in a fiduciary, representative or other capacity on behalf of other persons, whether or not held in a separate account).

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“FCA” refers to the UK Financial Conduct Authority.

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“Financing Commitments” refers to certain financing commitments obtained in connection with the transaction, consisting of (i) “Facility A”, a bridge facility originally having an aggregate principal amount of $2,000 million, which has since been terminated in full and (ii) “Facility B”, a term facility having an original aggregate principal amount of $700 million.

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“first merger” refers to the merger of Merger Sub I with and into Terminix with Terminix surviving as a wholly owned subsidiary of Bidco.

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“first effective time” refers to the effective time of the first merger.

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“first required sale” refers to the divestiture of Terminix’s pest control services business in the UK.

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“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

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“Innisfree” refers to Innisfree M&A Incorporated, which has been retained by Terminix to assist in the solicitation of proxies for the Terminix special meeting and by Rentokil Initial to assist in communicating with Terminix stockholders regarding the cash/stock election process.

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“Lazard” refers to Lazard Frères & Co. LLC.

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“Listing Rules” refers to the listing rules made by the FCA under Part VI of the FSMA (as set out in the FCA Handbook), as amended from time to time.

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“LSE” refers to the London Stock Exchange plc’s main market for listed securities.

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“measurement day” means the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix).

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“merger agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1, dated as of March 14, 2022, by and among Terminix, Rentokil Initial, Bidco and Merger Subs, as it may be further amended from time to time.

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“merger consideration” refers to the stock consideration and cash consideration.

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“merger proposal” refers to the proposal to adopt the merger agreement that Terminix stockholders will vote on at the Terminix special meeting.

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“Merger Sub I” refers to Leto Holdings I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bidco.

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“Merger Sub II” refers to Leto Holdings II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Bidco.

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“Merger Subs” refers to Merger Sub I and Merger Sub II.

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“New Senior Notes” refers collectively to the (i) senior unsecured notes due June 27, 2027 in an aggregate principal amount of €850 million, (ii) senior unsecured notes due June 27, 2030 in an aggregate principal amount of €600 million and (iii) senior unsecured notes due June 27, 2032 in an aggregate principal amount of £400 million, in each case issued by Rentokil Initial or a subsidiary thereof pursuant to Rentokil Initial’s Euro Medium Term Note Programme.

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“non-electing share” refers to a Terminix share of common stock that has not made an election prior to the election deadline.

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“Non-U.S. Holder” is a beneficial owner of shares of Terminix common stock, and, after the exchange of shares of Terminix common stock for the merger consideration pursuant to the transaction, a beneficial owner of Rentokil Initial ADSs received in the transaction, who is an individual, corporation, estate or trust, in each case, that is not a U.S. Holder.

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“NYSE” refers to the New York Stock Exchange.

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“per share cash amount” means $11.00.

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“PFIC” means a passive foreign investment company.

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“Profile” refers to the Profile Modification System.

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“prorated cash amount” refers to the prorated amount of cash (without interest) in U.S. dollars each Terminix stockholder that elected cash consideration will receive in the event that cash consideration is oversubscribed.

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“prorated stock amount” refers to a prorated number of Rentokil Initial ADSs equal to the product (rounded to four decimal places) of (1) the stock consideration and (2) a fraction, the numerator of which will be the available stock election amount and the denominator of which will be the stock election amount.

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“Rentokil Initial” refers to Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales.

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“Rentokil Initial ADSs” refers to American depositary shares of Rentokil Initial representing a beneficial interest in five Rentokil Initial ordinary shares.

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“Rentokil Initial ADS price” refers to the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix).

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“Rentokil Initial group” refers to Rentokil Initial and its subsidiaries, which, following the closing, will include Terminix and its subsidiaries.

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“Rentokil Initial ordinary shares” refers to the ordinary shares, par value £0.01 per share, of Rentokil Initial.

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“Rentokil Initial transaction-related proposals” means the following proposals that need to be approved by the Rentokil Initial shareholders at a duly held meeting thereof: (i) approval of the transactions contemplated by the merger agreement; (ii) authorization for the Rentokil Initial board of directors (or a duly authorized committee thereof) to (x) allot and issue Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs issued in connection with the first merger and (y) authorize Rentokil Initial and its subsidiaries to incur borrowings in excess of the limit on “moneys borrowed” set out in Rentokil Initial’s organizational documents, provided that the total amount of “moneys borrowed” so authorized shall not exceed £5.0 billion; and (iii) approval of any Terminix stock plan to the extent considered necessary by Rentokil Initial under English law or regulation to give effect to provisions in connection with Terminix equity awards in the merger agreement or to the rights of any holder of any options or awards under any Terminix stock plan.

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“required sales” refers to the first required sale and second required sale.

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“SEC” refers to the U.S. Securities and Exchange Commission.

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“second effective time” refers to the effective time of the second merger.

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“second merger” refers to the merger of Terminix with and into Merger Sub II immediately following the first effective time with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial.

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“second required sale” refers to the divestiture of Terminix’s pest control services business in Norway.

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“special meeting website” refers to the website located at [      ], where Terminix stockholders will be able to attend the Terminix special meeting online and vote their shares electronically.

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“stock consideration” refers to the number of Rentokil Initial ADSs equal to (A) the exchange ratio plus (B) the quotient of the per share cash amount and the Rentokil Initial ADS price, subject to certain allocation and proration provisions in the merger agreement.

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“stock electing share” refers to a Terminix share of common stock electing to receive the stock consideration.

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“stock election amount” refers to the product of (i) the sum of the total number of stock electing shares and non-electing shares and (ii) the stock consideration (disregarding the allocation and proration provisions in the merger agreement).

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“surviving company” refers to Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial.

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“Terminix” refers to Terminix Global Holdings, Inc., a Delaware corporation.

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“Terminix DSE Award” refers to each outstanding director deferred share equivalent award with respect to shares of Terminix common stock.

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“Terminix ESPP” refers to the Terminix Employee Stock Purchase Plan.

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“Terminix PSU Award” refers to each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests based on the achievement of a combination of time- and performance-based vesting conditions.

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“Terminix RSU Award” refers to each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests solely based on the passage of time.

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“Terminix Stock Option” refers to each outstanding option to purchase shares of Terminix common stock.

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“transaction” refers to the first merger and second merger.

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“Treasury Regulations” refers to the U.S. Treasury regulations promulgated under the Code.

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“UK GDPR” refers to the UK General Data Protection Regulation, a version of the GDPR as implemented into the laws of the UK.

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“U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

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“U.S. GAAP” refers to U.S. generally accepted accounting principles.

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“U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended.

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•

“Vested Award Consideration” means the sum of (A) the per share cash amount and (B) the product of the exchange ratio and the Rentokil Initial ADS price.

​

All brands, unless otherwise noted, referred to herein are trademarks owned or licensed by Rentokil Initial and its subsidiaries or Terminix and its subsidiaries, as applicable.

 

5

 

QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a stockholder of Terminix, may have regarding the transaction and the other matters being considered at the Terminix special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section of this proxy statement/prospectus entitled “Summary” beginning on page 20 for a summary of important information regarding the merger agreement, the transaction and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 310.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

You are receiving this proxy statement/prospectus because Terminix has agreed to be acquired by Rentokil Initial through (1) a merger of Merger Sub I with and into Terminix (which we refer to as the “first merger”) with Terminix surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the first merger, a merger of Terminix with and into Merger Sub II (which we refer to as the “second merger” and together with the first merger, the “transaction”) with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial. The merger agreement, which governs the terms and conditions of the transaction, is attached to this proxy statement/prospectus as Annex A.

​

Your vote is required in connection with the transaction. Terminix is sending these materials to its stockholders to help them decide how to vote their shares with respect to the adoption of the merger agreement, among other important matters.

Q:

What matters am I being asked to vote on?

​

A:

In order to complete the transaction, among other things, Terminix stockholders must adopt the merger agreement in accordance with the Delaware General Corporation Law (the “DGCL”), which proposal is referred to as the “merger proposal.”

​

Terminix is holding the Terminix special meeting to obtain approval of the merger proposal. At the Terminix special meeting, Terminix stockholders will also be asked to consider and vote on a proposal to approve on a non-binding, advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (which proposal we refer to as the “compensation proposal”).

Your vote is very important, regardless of the number of shares that you own. The approval of the merger proposal is a condition to the obligations of Terminix to complete the transaction. The approval of the compensation proposal is not a condition to the obligations of Terminix to complete the transaction.

Q:

When and where will the Terminix special meeting take place?

​

​

A:

The Terminix special meeting will be held virtually via the Internet on [   ], 2022, beginning at [   ], Eastern Time. The Terminix special meeting will be held solely via live webcast and there will not be a physical meeting location. Terminix stockholders will be able to attend the Terminix special meeting online and vote their shares electronically during the meeting by visiting [   ] (which we refer to as the “special meeting website”). If you choose to attend the Terminix special meeting and vote your shares during the Terminix special meeting, you will need the 16-digit control number located on your proxy card as described in the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

​

If you hold your shares in “street name” you may only vote them via the special meeting website if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote the shares. Even if you plan to attend the Terminix special meeting, Terminix recommends that

 

6

 

you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Terminix special meeting.

Q:

Does my vote matter?

​

​

A:

Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless, among other things, the merger proposal is approved by holders of at least a majority of the outstanding shares of Terminix common stock entitled to vote. As of July 15, 2022, the latest practicable date prior to the date of this proxy statement/prospectus, Terminix directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Terminix common stock. Although no Terminix director or executive officer has entered into any agreement obligating them to do so, Terminix currently expects that all of its directors and executive officers will vote their shares “FOR” the merger proposal and “FOR” the compensation proposal.

​

A failure to return or submit your proxy or to vote at the Terminix special meeting as provided in this proxy statement/prospectus will have the same effect as a vote “AGAINST” the merger proposal. The failure to return or submit your proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present), but the failure of any shares present or represented at the Terminix special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the compensation proposal. The Terminix board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the compensation proposal.

Q:

What will Terminix stockholders receive for their shares if the transaction is completed?

​

​

A:

If the transaction is completed, each share of common stock, par value $0.01 per share, of Terminix outstanding (other than certain excluded shares) will be converted into the right to receive, at the election of the holders of such shares and subject to certain allocation and proration provisions of the merger agreement, as described in the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135, either (1) a number of American depositary shares of Rentokil Initial (“Rentokil Initial ADSs”) (each representing a beneficial interest in five ordinary shares of Rentokil Initial (“Rentokil Initial ordinary shares”)) equal to (A) 1.0619 (the “exchange ratio”) plus (B) the quotient of $11.00 (the “per share cash amount”) and the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix) (such trading day, the “measurement day,” such price, the “Rentokil Initial ADS price,” and such number of Rentokil Initial ADSs, the “stock consideration”) or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price (the “cash consideration” ). We refer to the stock consideration and the cash consideration payable per share of Terminix common stock in the transaction, as applicable, as the “merger consideration.” Any Terminix stockholder who does not make an election will be deemed to have made an election to receive stock consideration. Each Terminix stockholder will receive cash in U.S. dollars (without interest) in lieu of any fractional Rentokil Initial ADSs that such stockholder would otherwise receive in the transaction. Any cash amounts to be received by a Terminix stockholder in lieu of any fractional Rentokil Initial ADSs will be rounded down to the nearest cent.

​

The total number of Rentokil Initial ADSs to be issued and the aggregate amount of cash to be paid under the terms of the merger agreement will not vary as a result of individual election preferences. The Rentokil Initial ADSs issued in connection with the transaction will be listed on the New York Stock Exchange (which we refer to as the “NYSE”) and are expected to trade under the symbol “RTO.” Based on the number of shares of Terminix common stock and Rentokil Initial ordinary shares outstanding on July 15, 2022, immediately after completion of the transaction, we expect that former Terminix stockholders who receive Rentokil Initial ADSs in the transaction would own Rentokil Initial ADSs representing approximately 25.7% of the outstanding ordinary shares of Rentokil Initial, and Rentokil

 

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Initial shareholders immediately prior to the transaction would own approximately 74.3% of the outstanding ordinary shares of Rentokil Initial. Rentokil Initial ordinary shares are traded on the London Stock Exchange plc’s main market for listed securities (which we refer to as the “LSE”) under the symbol “RTO.” Terminix common stock is traded on the NYSE under the symbol “TMX.” We encourage you to obtain current quotes for Rentokil Initial ordinary shares and the common stock of Terminix.

The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. For example, as of July 15, 2022 (which date has been selected solely for illustrative purposes), Rentokil Initial’s volume weighted share price was £5.0825 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1855. If such date were the measurement day, the Rentokil Initial ADS price would be $30.13 and, accordingly:

​

•

the per share cash consideration would be an amount in cash equal to $42.99 which is (A) $11.00, the per share cash amount, plus (B) $31.99, the product of the 1.0619, the exchange ratio, and $30.13, the Rentokil Initial ADS price as of such date; and

​

​

•

the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4270 (which have an approximate value as of such date of $42.99) which is (A) 1.0619, the exchange ratio, plus (B) 0.3651, the quotient of $11.00, the per share cash amount, and $30.13, the Rentokil Initial ADS price as of such date.

​

As a result, as of July 15, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $42.99 per share of Terminix common stock. The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs issued in the transaction equals the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

The market value of the merger consideration to Terminix stockholders will fluctuate with the market price of Rentokil Initial ordinary shares and will not be known at the time that Terminix stockholders vote on the transaction. Based on Rentokil Initial’s five-day average daily volume weighted share price and the five-day average of the Sterling-U.S. Dollar exchange rate, in each case, over the period spanning December 6, 2021 to December 10, 2021, inclusive, the implied value of the merger consideration to Terminix stockholders was approximately $55.00 per share of Terminix common stock. As described in the prior paragraph, based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of July 15, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $42.99 per share of Terminix common stock. To further demonstrate how the implied value of the merger consideration may fluctuate over time, we note that as of July 21, 2022 (the latest practicable date prior to the date of this proxy statement/prospectus), Rentokil Initial’s volume weighted share price was £5.1276 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1947. If such date were the measurement day, the Rentokil Initial ADS price would be $30.63 and, accordingly:

​

•

the per share cash consideration would be an amount in cash equal to $43.53 which is (A) $11.00, the per share cash amount, plus (B) $32.53, the product of the 1.0619, the exchange ratio, and $30.63, the Rentokil Initial ADS price as of such date; and

​

​

•

the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4210 (which have an approximate value on such date of $43.53) which is (A) 1.0619, the exchange ratio, plus (B) 0.3591, the quotient of $11.00, the per share cash amount, and $30.63, the Rentokil Initial ADS price as of such date.

​

 

8

 

As a result, as of July 21, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $43.53 per share of Terminix common stock. The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs issued in the transaction equals the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

The market price of Rentokil Initial ordinary shares and the implied value of the merger consideration could be greater than, less than or the same as their market price or implied value, as applicable, on the date of this proxy statement/prospectus or the date of the Terminix special meeting. Accordingly, you should obtain current market quotations for Rentokil Initial ordinary shares and Terminix common stock before deciding how to vote with respect to the merger proposal. Rentokil Initial ordinary shares and Terminix common stock are traded on the LSE and the NYSE, under the symbols “RTO” and “TMX,” respectively. For more information regarding the merger consideration to be received by Terminix stockholders (including the applicable allocation and proration provisions and detailed illustrations thereof) if the transaction is completed, see the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Q:

What is an American depositary share?

​

A:

An American depositary share, or ADS, represents a specified number of securities of a non-U.S. company deposited with a custodian bank. Each Rentokil Initial ADS will represent five Rentokil Initial ordinary shares. Rentokil Initial ADSs constituting any of the merger consideration will be issued in uncertificated book-entry form, unless a physical American depository receipt evidencing such Rentokil Initial ADSs is required under applicable law. The Rentokil Initial ADSs will be issued pursuant to the terms of the deposit agreement.

​

Q:

If I am a Terminix stockholder, how do I make an election for the type of merger consideration that I prefer to receive?

​

A:

Each holder of record of Terminix common stock as of [  ], 2022 will be mailed a form of election at least 20 business days in advance of the first effective time. Each Terminix stockholder should specify in the form of election (1) the number of shares of Terminix common stock that such stockholder elects to have exchanged for the cash consideration and (2) the number of shares of Terminix common stock that such stockholder elects to have exchanged for the stock consideration. Any Terminix stockholder who does not make an election will be deemed to have made an election to receive the stock consideration. Any Terminix stockholder who votes against the merger proposal is still entitled to make a cash/stock election with respect to such stockholder’s shares of Terminix common stock.

​

The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs to be issued in the transaction equals the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135. No fractional Rentokil Initial ADSs will be issued in the transaction, and Terminix stockholders will receive cash in lieu of any fractional Rentokil Initial ADSs. An election will have been properly made only if the designated exchange agent has received a properly completed form of election at its designated office by 5:00 p.m., Eastern Time, on the date that is three business days preceding the closing date.

 

9

 

Q:

Will I receive the form of merger consideration that I request on the form of election?

​

​

A:

Not necessarily. The aggregate amount of cash and the total number of Rentokil Initial ADSs to be paid and issued, respectively, to Terminix stockholders pursuant to the merger agreement will not vary as a result of individual election preferences. If there is an oversubscription of the aggregate amount of cash available to be paid by Rentokil Initial to Terminix stockholders due to the elections of Terminix stockholders, the aggregate amount of cash payable by Rentokil Initial in the transaction will not be increased. Similarly, if there is an oversubscription of the aggregate number of Rentokil Initial ADSs to be issued by Rentokil Initial to Terminix stockholders due to the elections of Terminix stockholders (or failures to make an election), the aggregate number of Rentokil Initial ADSs to be issued by Rentokil Initial in the transaction will not be increased. Rather, in either such case, the exchange agent will allocate between cash and Rentokil Initial ADSs in accordance with the proration mechanics described in “The Merger Agreement — Merger Consideration” to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs to be issued in the transaction equals the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

​

Accordingly, there is no assurance that each Terminix stockholder that has made a valid election to receive cash consideration or stock consideration will receive the form of consideration elected with respect to the shares of Terminix common stock held by such stockholder.

For additional information, see the sections of this proxy statement/prospectus entitled “The Merger Proposal — Merger Consideration” beginning on page 74 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Q:

Will the value of the merger consideration I receive vary depending on whether I make the stock election or cash election?

​

A:

The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. If the price of Rentokil Initial ADSs upon the close of the transaction equals the Rentokil Initial ADS price (measured using the volume weighted average price of Rentokil Initial ordinary shares as of the measurement day multiplied by five), the value at transaction close of the merger consideration you receive will be the same, regardless of whether you make the stock election or cash election. Because the price of Rentokil Initial ADSs upon the close of the transaction may be higher or lower than the Rentokil Initial ADS price (measured using the volume weighted average price of Rentokil Initial ordinary shares as of the measurement day multiplied by five), the value at transaction close of the merger consideration you receive may vary, depending on whether you make the stock election or cash election. The Rentokil Initial ADSs to be issued in connection with the transaction will be listed on the NYSE.

​

Q:

What is the deadline for making an election?

​

A:

Your election, to be properly made, must be received by the exchange agent at its designated office by the election deadline, which is 5:00 p.m. Eastern Time on the date that is three business days preceding the closing date. Rentokil Initial and Terminix will publicly announce the anticipated election deadline at least five business days before the anticipated election deadline.

​

Q:

Can Terminix stockholders revoke their election for cash consideration or stock consideration (which we refer to as a “cash/stock election”) after submitting their initial cash/stock election?

​

A:

Yes. Any record holder of Terminix common stock who has delivered a duly completed election form to the exchange agent may, at any time prior to the election deadline, revoke such holder’s cash/stock election only by written notice received by the exchange agent prior to the election deadline.

​

Q:

What happens if I do not send a form of election or it is not received by the election deadline?

​

A:

If the exchange agent does not receive a properly completed form of election from you at or prior to

​

 

10

 

the election deadline, then you will be deemed to have elected to receive stock consideration with respect to your shares of Terminix common stock. You bear the risk of delivery of the form of election to the exchange agent.

Q:

Can Terminix stockholders transfer their shares after submitting an initial cash/stock election?

​

A:

Terminix stockholders of record who have made a cash/stock election will be unable to sell or otherwise transfer their shares of Terminix common stock after making such election, unless the cash/stock election is properly revoked before such election deadline in accordance with the election procedures or unless the merger agreement is terminated pursuant to its terms.

​

Q:

How does the Terminix board of directors recommend that I vote at the Terminix special meeting?

​

A:

The Terminix board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the compensation proposal.

​

In considering the recommendations of the Terminix board of directors, Terminix stockholders should be aware that Terminix directors and executive officers may have interests in the transaction that are different from, or in addition to, their interests as Terminix stockholders. These interests may include, among others, the treatment of outstanding Terminix equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Terminix equity awards upon certain terminations of employment, and the combined company’s agreement to indemnify Terminix directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105.

Q:

How do Terminix’s directors and executive officers intend to vote?

​

A:

Terminix currently expects that Terminix’s directors and executive officers eligible to vote on the proposals brought before the Terminix special meeting will vote their Terminix common stock “FOR” the merger proposal and “FOR” the compensation proposal.

​

Q:

Who is entitled to vote at the Terminix special meeting?

​

​

A:

All holders of record of shares of Terminix common stock who held shares at the close of business on [   ], 2022 (which we refer to as the “record date”), are entitled to receive notice of, and to vote at, the Terminix special meeting. Each such holder of Terminix common stock is entitled to cast one vote on each matter properly brought before the Terminix special meeting for each share of Terminix common stock that such holder owned of record as of the record date. Attendance at the Terminix special meeting is not required to vote. See below and the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Methods of Voting” beginning on page 68 for instructions on how to vote your shares without attending the Terminix special meeting.

​

Q:

What is a proxy?

​

A:

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of Terminix common stock is referred to as a “proxy card.”

​

Q:

How many votes do I have for the Terminix special meeting?

​

A:

Each Terminix stockholder is entitled to one vote for each share of Terminix common stock held of record as of the close of business on the record date. As of the close of business on the record date, there were [   ] outstanding shares of Terminix common stock.

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11

 

Q:

What constitutes a quorum for the Terminix special meeting?

​

A:

A quorum means the presence in person (including virtually via the Internet) or by proxy of the holders of record of a majority of the Terminix common stock entitled to vote at the Terminix special meeting.

​

Q:

What happens if the transaction is not completed?

​

A:

If the merger proposal is not approved by Terminix stockholders, or if the transaction is not completed for any other reason, Terminix stockholders will not receive the merger consideration or any other consideration in connection with the transaction, and their shares of Terminix common stock will remain outstanding.

​

If the transaction is not completed, Terminix will remain an independent public company and the Terminix common stock will continue to be listed and traded on the NYSE under the symbol “TMX.”

If the merger agreement is terminated under specified circumstances, Terminix may be required to pay Rentokil Initial by way of compensation a termination payment of $200 million. If the merger agreement is terminated under other specified circumstances, Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million. In addition, either party may be required to pay to the other party by way of compensation a payment of $50 million if the merger agreement is terminated in certain specified circumstances. See the section of this proxy statement/​prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160 for a more detailed discussion of the termination payments.

Q:

What stockholder vote is required for the approval of each proposal at the Terminix special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Terminix special meeting?

​

A:

Proposal 1:   Merger Proposal.   Assuming a quorum is present at the Terminix special meeting, approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Terminix common stock entitled to vote. Accordingly, a Terminix stockholder’s abstention from voting or the failure of any Terminix stockholder to vote (including the failure of a Terminix stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal), will have the same effect as a vote “AGAINST” the merger proposal.

​

Proposal 2:   Compensation Proposal.   Assuming a quorum is present at the Terminix special meeting, approval of the compensation proposal requires the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of Terminix common stock present in person (including virtually via the Internet) or represented by proxy at the Terminix special meeting and entitled to vote. Accordingly, a broker non-vote or a Terminix stockholder’s failure to return or submit a proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present), but the failure of any shares present or represented at the Terminix special meeting and entitled to vote on the proposal to vote will have the same effect as a vote “AGAINST” the compensation proposal.

Q:

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the merger-related compensation for Terminix’s named executive officers (i.e., the compensation proposal)?

​

A:

Under SEC rules, Terminix is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transaction.

​

Q:

What happens if Terminix stockholders do not approve, by non-binding, advisory vote, the merger-related compensation for Terminix’s named executive officers (i.e., the compensation proposal)?

​

​

A:

Because the vote to approve the compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Terminix or the combined company and the completion of the transaction is not conditioned or dependent upon the approval of the compensation proposal. Accordingly, the merger-related compensation, which is described in the section of this proxy statement/prospectus

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12

 

entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105 of this proxy statement/prospectus, may be paid to Terminix’s named executive officers even if Terminix’s stockholders do not approve the compensation proposal.

Q:

How can I vote my shares at the Terminix special meeting?

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​

A:

Shares held directly in your name as the stockholder of record of Terminix may be voted during the Terminix special meeting via the special meeting website. If you choose to vote your shares during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the special meeting website and to vote as described in the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

​

Shares held in “street name” may be voted via the special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

Even if you plan to attend the Terminix special meeting, Terminix recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Terminix special meeting.

Additional information on attending the Terminix special meeting can be found under the section of this proxy statement/prospectus entitled “The Terminix Special Meeting” beginning on page 66.

Q:

How can I vote my shares without attending the Terminix special meeting?

​

A:

Whether you hold your shares directly as the stockholder of record of Terminix or beneficially in “street name,” you may direct your vote by proxy without attending the Terminix special meeting via the special meeting website. If you are a stockholder of record, you can vote by proxy over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

​

Additional information on voting procedures can be found under the section of this proxy statement/​prospectus entitled “The Terminix Special Meeting” beginning on page 66.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”

​

A:

If your shares of common stock in Terminix are registered directly in your name with Computershare Trust Company N.A., the transfer agent for Terminix, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote your shares directly at the Terminix special meeting. You may also grant a proxy for your vote directly to Terminix or to a third party to vote your shares at the Terminix special meeting.

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If your shares of common stock in Terminix are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares and you must instruct the bank, broker or other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the Internet.

Q:

If my shares of Terminix common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

​

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares of Terminix common stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under the NYSE rules, banks, brokers and other nominees who hold shares of Terminix common stock in

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“street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Terminix special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

Since there are no items on the agenda that your broker has discretionary authority to vote upon, broker non-votes will not be counted as present at the Terminix special meeting for the purposes of determining a quorum if you fail to instruct your broker on how to vote on the proposals. Therefore, a broker non-vote will have the same effect as a vote “AGAINST” the merger proposal. If you fail to submit any instruction to your bank, broker or other nominee, it will have no effect on the compensation proposal, assuming that a quorum is otherwise present.

Q:

What should I do if I receive more than one set of voting materials for the Terminix special meeting?

​

A:

If you hold shares of Terminix common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Terminix common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Terminix special meeting.

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Record Holders.   For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or via the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Terminix common stock are voted.

Shares in “street name.”   For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to make sure that you vote all of your shares.

Q:

If a stockholder gives a proxy, how are the shares of Terminix common stock voted?

​

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Terminix common stock in the way that you indicate. For each proposal to be voted on at the Terminix special meeting, you may specify whether your shares of Terminix common stock should be voted for or against, or abstain from voting.

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Q:

How will my shares of Terminix common stock be voted if I return a blank proxy?

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A:

If you sign, date and return your proxy and do not indicate how you want your shares of Terminix common stock to be voted, then your shares of Terminix common stock will be voted in accordance with the recommendation of the Terminix board of directors: “FOR” the merger proposal and “FOR” the compensation proposal.

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Q:

Can I change my vote after I have submitted my proxy?

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A:

Any Terminix stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the Terminix special meeting by doing any of the following:

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•

subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) for the Terminix special meeting that is received by the deadline specified on the accompanying proxy card;

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•

giving written notice of your revocation to Terminix’s Corporate Secretary; or

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•

revoking your proxy and voting at the Terminix special meeting.

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Execution or revocation of a proxy will not in any way affect your right to attend the Terminix special meeting and vote thereat. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

 

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Terminix Global Holdings, Inc.
150 Peabody Place
Memphis, Tennessee 38103
(901) 597-1400
Attn: Corporate Secretary

For more information, see the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Revocability of Proxies” beginning on page 69.

Q:

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

​

A:

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

​

Q:

What is a “broker non-vote”?

​

A:

Under the NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the Terminix special meeting are “non-routine” matters under the NYSE rules.

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A “broker non-vote” occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Terminix special meeting are non-routine matters under the NYSE rules for which brokers do not have discretionary authority to vote, Terminix does not expect there to be any broker non-votes at the Terminix special meeting.

Q:

Where can I find the voting results of the Terminix special meeting?

​

A:

The preliminary voting results for the Terminix special meeting are expected to be announced at the Terminix special meeting. In addition, within four business days following the Terminix special meeting, Terminix will file the final voting results of the Terminix special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

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Q:

Do Terminix stockholders have dissenters’ or appraisal rights?

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​

A:

Yes. If you want to exercise appraisal rights and receive the fair value of shares of Terminix common stock in cash instead of the merger consideration, then you must file a written objection with Terminix prior to the Terminix special meeting stating, among other things, that you will exercise your right to dissent if the transaction is completed. Also, you may not vote in favor of the merger proposal and must follow other procedures, both before and after the Terminix special meeting, as described in Annex C to this proxy statement/prospectus. Note that if you return a signed proxy card without voting instructions or with instructions to vote “FOR” the merger proposal, then your shares will automatically be voted in favor of the merger proposal and you will lose all appraisal rights available under Delaware law. A summary of these provisions can be found under the section of this proxy statement/prospectus entitled “The Merger Agreement — Shares Subject to Properly Exercised Appraisal Rights” beginning on page 138. Due to the complexity of the procedures for exercising the right to seek appraisal, Terminix stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Delaware law provisions will result in the loss of the right of appraisal.

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Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

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​

A:

Yes. You should read and carefully consider the risk factors set forth in the section of this proxy statement/​prospectus entitled “Risk Factors” beginning on page 37. You also should read and carefully consider the risk factors with respect to Terminix that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.

​

Q:

What happens if I sell my shares of Terminix common stock after the record date but before the Terminix special meeting?

​

A:

The record date is earlier than the date of the Terminix special meeting. If you sell or otherwise transfer your shares of Terminix common stock after the record date but before the Terminix special meeting, you will, unless special arrangements are made, retain your right to vote at the Terminix special meeting.

​

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

Terminix has engaged Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation of proxies for the Terminix special meeting. Terminix estimates that it will pay Innisfree a fee of approximately $25,000, plus reimbursement for certain out-of-pocket fees and expenses. Terminix has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

​

Terminix also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Terminix common stock. Terminix’s directors, officers and employees and Rentokil Initial’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

When is the transaction expected to be completed?

​

​

A:

Subject to the satisfaction or waiver of the closing conditions described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141, including approval of the merger proposal by Terminix stockholders, Terminix and Rentokil Initial are targeting for the transaction to be completed at or around the end of the third quarter of 2022 and otherwise expect that the transaction will be completed in the second half of 2022. However, neither Terminix nor Rentokil Initial can predict the actual date on which the transaction will be completed, or if the transaction will be completed at all, because completion of the transaction is subject to conditions and factors outside the control of both companies. Terminix and Rentokil Initial hope to complete the transaction as soon as reasonably practicable. The merger agreement contains an end date of December 31, 2022, for the completion of the transaction, which may be extended to March 13, 2023 by either Terminix or Rentokil Initial in certain circumstances, which we refer to as the “end date.” See also the section of this proxy statement/prospectus entitled “The Merger Proposal —  Regulatory Approvals Required for the Transaction” beginning on page 112.

​

Q:

Is the completion of the transaction subject to any conditions?

​

​

A:

Yes. Rentokil Initial and Terminix are not required to complete the transaction unless certain conditions are satisfied (or, to the extent permitted by applicable law, waived). These conditions include, among others, the adoption of the merger agreement by Terminix stockholders and the approval by Rentokil Initial shareholders of the Rentokil Initial transaction-related proposals. For a more complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to completion of the transaction, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141.

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Q:

What equity stake will Terminix stockholders hold in Rentokil Initial immediately following the transaction?

​

​

A:

Based on the number of Rentokil Initial ordinary shares and shares of Terminix common stock outstanding on July 15, 2022, immediately after completion of the transaction, former Terminix stockholders who receive Rentokil Initial ADSs in the transaction are expected to own Rentokil Initial ADSs representing approximately 25.7% of the outstanding Rentokil Initial ordinary shares, and Rentokil Initial shareholders immediately prior to the transaction are expected to own approximately 74.3% of the outstanding Rentokil Initial ordinary shares. The relative ownership interests of Rentokil Initial shareholders and former Terminix stockholders who receive Rentokil Initial ADSs in the transaction in Rentokil Initial immediately following the transaction will depend on the number of Rentokil Initial ordinary shares and shares of Terminix common stock issued and outstanding immediately prior to the transaction.

​

Q:

If I am a Terminix stockholder, how will I receive the merger consideration to which I am entitled?

​

​

A:

As a holder of Terminix common stock in book-entry form, whether through DTC or otherwise, you will not be required to take any specific actions to exchange your shares for the merger consideration. Your Terminix shares will, following the effective time of the first merger, be automatically exchanged for any Rentokil Initial ADSs (in book-entry form) and/or cash (including any cash in lieu of any fractional Rentokil Initial ADSs) to which you are entitled. More information may be found in the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” and “The Merger Agreement — No Fractional ADSs” beginning on pages 132 and 138, respectively.

​

Q:

Will the Rentokil Initial ADSs to be issued to me at the completion of the transaction be publicly traded on an exchange?

​

A:

Yes. It is a condition to the completion of the transaction that the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) to be issued in connection with the transaction be approved for listing on the NYSE, subject to official notice of issuance. In addition, it is a condition that Rentokil Initial receive acknowledgement by the FCA of the approval of the application for the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the FCA’s official list, and acknowledgement by the LSE of the admission to trading of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs on the LSE’s main market for listed securities. Therefore, at the first effective time, all Rentokil Initial ADSs received by Terminix stockholders in connection with the transaction will be listed on the NYSE (and are expected to trade under the symbol “RTO”) and may be traded on the exchange by stockholders.

​

Rentokil Initial ADSs received by Terminix stockholders in connection with the transaction will be freely transferable, except for Rentokil Initial ADSs issued to any stockholder deemed to be an “affiliate” of Rentokil Initial for purposes of U.S. federal securities law. For more information, see the section entitled “The Merger Proposal — Restrictions on Resales of Rentokil Initial ADSs Received in the Transaction” beginning on page 119.

Q:

Can I elect to receive Rentokil Initial ordinary shares instead of Rentokil Initial ADSs?

​

A:

No. Terminix stockholders may not elect to receive Rentokil Initial ordinary shares in lieu of any Rentokil Initial ADSs to which they are entitled in connection with the transaction. However, if Rentokil Initial ADSs are issued to you, you will have the right, following the closing, to exchange those Rentokil Initial ADSs for Rentokil Initial ordinary shares, subject to the payment of any fees charged by the depositary bank relating to such exchange of Rentokil Initial ADSs for Rentokil Initial ordinary shares and any applicable taxes and compliance with the other procedures set forth in the deposit agreement.

​

For a more detailed discussion about the exchange of Rentokil Initial ADSs for Rentokil Initial ordinary shares, see the section of this proxy statement/prospectus entitled “Description of Rentokil Initial American Depositary Shares” beginning on page 190.

 

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Q:

How will Rentokil Initial shareholders be affected by the transaction?

​

A:

Upon completion of the transaction, each Rentokil Initial shareholder will hold the same number of Rentokil Initial ordinary shares that such stockholder held immediately prior to completion of the transaction. As a result of the transaction, Rentokil Initial shareholders will own shares in a larger consolidated company with more assets. However, because in connection with the transaction Rentokil Initial will be issuing Rentokil Initial ADSs to Terminix stockholders in exchange for their shares of Terminix common stock, each outstanding share of Rentokil Initial ordinary shares as of immediately prior to the transaction will represent a smaller percentage of the aggregate number of shares of Rentokil Initial ordinary shares outstanding after the transaction.

​

Q:

What are the material U.S. federal income tax consequences of the transaction?

​

​

A:

The obligation of Terminix to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, counsel to Terminix, or Davis Polk & Wardwell LLP, counsel to Rentokil Initial, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the first merger and the second merger, taken together as an integrated transaction, will qualify (A) as a “reorganization” within the meaning of Section 368(a) of the Code and (B) for an exception to the general rule of Section 367(a)(1) of the Code.

​

Accordingly, on the basis of such opinion that the transaction qualifies as a reorganization and that the general rule of Section 367(a)(1) does not apply, and assuming that, in the case of any holder who would be treated as a “five-percent transferee shareholder” ​(within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Rentokil Initial following the transaction, such holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8:

•

a U.S. Holder that exchanges shares of Terminix common stock solely for Rentokil Initial ADSs in the transaction will generally not recognize any gain or loss, except with respect to cash received in lieu of fractional Rentokil Initial ADSs;

​

•

a U.S. Holder that exchanges shares of Terminix common stock solely for cash in the transaction will generally recognize gain or loss equal to the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in such Terminix common stock; and

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•

a U.S. Holder that exchanges shares of Terminix common stock for a combination of Rentokil Initial ADSs and cash in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash (excluding cash received in lieu of fractional Rentokil Initial ADSs, if any) received by such U.S. Holder in the transaction; and (ii) the excess, if any, of (a) the cash (excluding cash received in lieu of fractional Rentokil Initial ADSs, if any) plus the fair market value of the Rentokil Initial ADSs (including any fractional Rentokil Initial ADSs deemed received) received by such U.S. Holder in exchange for its shares of Terminix common stock in the transaction, over (b) such U.S. Holder’s tax basis in its shares of Terminix common stock exchanged.

​

In addition, a U.S. Holder generally will recognize gain or loss with respect to any cash received in lieu of fractional Rentokil Initial ADSs.

A Non-U.S. Holder exchanging its shares of Terminix common stock for the merger consideration generally will not be subject to U.S. federal income tax in respect of the transaction.

For definitions of “U.S. Holder” and “Non-U.S. Holder” and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Material U.S. Federal Income Tax Consequences” beginning on page 121.

The U.S. federal income tax consequences described above may not apply to all holders of Terminix common stock. A Terminix stockholder’s tax consequences will depend on his, her or its individual situation. Accordingly, each Terminix stockholder is urged to consult his, her or its tax advisors for a full understanding of the particular tax consequences of the transaction to such stockholder.

 

18

 

Q:

What are the important differences between a Rentokil Initial ordinary share and a Rentokil Initial ADS?

​

A:

Each Rentokil Initial ADS represents a beneficial interest in five Rentokil Initial ordinary shares. Other key differences include:

​

•

Rentokil Initial ADSs will trade in U.S. dollars, while Rentokil Initial ordinary shares trade in pounds sterling on the LSE;

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•

cash dividends paid in respect of Rentokil Initial ADSs will be subject to any applicable fees, charges and expenses incurred by the depositary bank in connection with the distribution thereof without the consent of Rentokil Initial, while no such fee is payable by holders of Rentokil Initial ordinary shares;

​

•

prior to or at completion of the transaction, all Rentokil Initial ADSs will be listed on NYSE (and are expected to trade under the symbol “RTO”), while Rentokil Initial ordinary shares are listed on the LSE; and

​

•

holders of Rentokil Initial ADSs may vote the underlying Rentokil Initial ordinary shares by instructing the depositary bank how to vote the corresponding Rentokil Initial ordinary shares, while holders of Rentokil Initial ordinary shares may vote directly at any general meetings.

​

For a more detailed discussion about Rentokil Initial ordinary shares and Rentokil Initial ADSs, see the description of Rentokil Initial’s ordinary shares and Rentokil Initial ADSs contained in sections of this proxy statement/prospectus entitled “Description of Rentokil Initial Ordinary Shares” beginning on page 190 and “Description of Rentokil Initial American Depositary Shares” beginning on page 199.

Q:

What should I do now?

​

A:

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

​

Q:

How can I find more information about Terminix or Rentokil Initial?

​

​

A:

You can find more information about Terminix or Rentokil Initial from various sources described in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 310.

​

Q:

Whom do I call if I have questions about the Terminix special meeting or the transaction?

​

A:

If you have questions about the Terminix special meeting or the transaction, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

​

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll-free: (877) 456-3427
Banks and brokers may call collect: (212) 750-5833

 

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prospectus, the date of the Terminix special meeting, the measurement day or the date on which a Terminix stockholder actually receives the merger consideration.

Rentokil Initial ordinary shareholders and Terminix stockholders are urged to obtain current market quotations for Rentokil Initial ordinary shares and Terminix common stock. See the section entitled “Comparative Per Share Market Price” beginning on page 65 of this proxy statement/prospectus for more information about the market value of Rentokil Initial ordinary shares and Terminix common stock on certain dates.

Certain Terminix stockholders may receive a form or combination of consideration different from what they elect.

While each holder of Terminix common stock entitled to the merger consideration may elect to receive, in connection with the transaction, either cash consideration or stock consideration, the total amount of cash and the total number of shares of Rentokil Initial ordinary shares (represented by Rentokil Initial ADSs) available for all Terminix stockholders are fixed pursuant to the merger agreement. Accordingly, depending on the elections made by other Terminix stockholders, if a holder of Terminix common stock elects to receive all cash in connection with the transaction, such holder may receive a portion of the merger consideration in Rentokil Initial ADSs and if a holder of Terminix common stock elects to receive all Rentokil Initial ADSs in connection with the transaction, such holder may receive a portion of the merger consideration in cash. See section entitled “The Merger Agreement — Merger Consideration” beginning on page 132 of this proxy statement/prospectus for more information. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135. If a holder of Terminix common stock does not submit a properly completed and signed form of election to the exchange agent by the election deadline, then such stockholder will be deemed to have elected to receive the stock consideration. No fractional Rentokil Initial ADSs will be issued in the transaction, and Terminix stockholders will receive cash in lieu of any fractional Rentokil Initial ADSs.

If you make a cash/stock election, you will not be able to sell those shares unless you revoke your election prior to the election deadline.

If you are a holder of Terminix common stock and want to elect to receive the cash consideration or stock consideration in exchange for your shares, you must deliver to the exchange agent by the election deadline a properly completed form of election. Following the delivery of a completed form of election, you will not be able to transfer such shares of Terminix common stock unless you revoke your election before the election deadline by providing an acceptable written notice to the exchange agent. If you do not revoke your election before the election deadline, you will not be able to liquidate your investment in Terminix common stock for any reason until you receive the merger consideration.

The market price for Rentokil Initial ADSs may be affected by different factors from those that historically have affected the market price of Terminix common stock.

Upon completion of the transaction, Terminix stockholders who receive Rentokil Initial ADSs in the transaction will become Rentokil Initial ADS holders. Rentokil Initial’s businesses differ from those of Terminix, and, accordingly, the results of operations of Rentokil Initial will be affected by some factors that are different from those currently affecting the results of operations of Terminix. For a discussion of the businesses of Terminix and Rentokil Initial and of some important factors to consider in connection with those businesses, see the section of this proxy statement/prospectus entitled “Business of Rentokil Initial” beginning on page 231 and the documents incorporated by reference in this proxy statement/prospectus and referred to in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 310.

There is no assurance when or if the transaction will be completed.

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, (i) the adoption of the merger agreement by the

 

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affirmative vote of at least a majority of the outstanding shares of Terminix common stock entitled to vote on the merger proposal, (ii) affirmative vote of at least a majority of the votes cast by holders of outstanding ordinary shares of Rentokil Initial at a duly convened and held meeting of Rentokil Initial’s shareholders at which a quorum is present approving the Rentokil Initial transaction-related proposals, (iii) approval for listing on the NYSE of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) to be issued in connection with the transaction, subject to official notice of issuance, (iv) acknowledgement by the FCA of the approval of the application for the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the official list, (v) acknowledgement by the FCA and the LSE of the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities, (vi) the approval by the FCA of Rentokil Initial’s prospectus (which will be combined with the shareholder circular referenced below) and publication thereof in accordance with the prospectus regulation rules, (vii) the approval by the FCA of Rentokil Initial’s shareholder circular (which will be combined with the prospectus referenced above) and the distribution thereof to Rentokil Initial shareholders in accordance with the FCA’s Listing Rules and the articles of association of Rentokil Initial, (viii) the absence of any law, injunction or other order that prohibits or makes illegal the completion of the transaction, (ix) effectiveness of the registration statement for Rentokil Initial ordinary shares to be issued in the transaction (of which this proxy statement/prospectus forms a part) and of the registration statement on Form F-6 relating to the Rentokil Initial ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC, and (x) other customary closing conditions, including the accuracy of each party’s representations and warranties (subject to specified materiality qualifiers), and each party’s material compliance with its covenants and agreements contained in the merger agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction.

Certain Terminix agreements may contain change of control or anti-assignment provisions that may be triggered by the transaction and that, if acted upon or not waived, could cause the combined company to lose the benefit of such agreement(s) and incur liabilities or replacement costs, which could have an adverse effect on the combined company.

Terminix is party to, or may become party to after the date hereof, various agreements with third parties that may contain change of control or anti-assignment provisions that may be triggered upon the completion of the transaction. Agreements with such provisions may provide for or permit the termination of the agreement upon the occurrence of a change of control of, or the assignment of such contract by, one of the parties unless it is waived by the relevant counterparties. In the event that there is such a contract or arrangement requiring a consent or waiver in relation to the transaction or the merger agreement, for which such consent or waiver was not obtained, the combined company could lose the benefit of the underlying agreement and incur liabilities or replacement costs, which could have an adverse effect on the operations of the combined company.

The combined company may not realize all of the anticipated benefits of the transaction.

There is a risk that some or all of the expected benefits of the transaction may fail to materialize, or may not occur within the time periods anticipated by Rentokil Initial and Terminix. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of Rentokil Initial and Terminix. The challenge of integrating previously independent businesses makes evaluating the business and future financial prospects of the combined company following the transaction difficult. Terminix and Rentokil Initial have operated and, until completion of the transaction, will continue to operate, independently. The success of the transaction, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies that do not materially disrupt existing customer relationships (including as a result of customer relationships based on personal relationships being disrupted or lost due to personnel changes) nor result in decreased revenues or dividends due to the full or partial loss of customers. The past financial performance of each of Terminix and Rentokil Initial may not be indicative of the future financial performance of the combined company.

 

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Failure to realize all of the anticipated benefits of the transaction may impact the financial performance of the combined company, the price of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) and the ability of the combined company to continue paying dividends on its ordinary shares at levels per share consistent with the current dividend or at all. The declaration of dividends by the combined company will be at the discretion of its board of directors, which may determine at any time to cease paying dividends, lower the dividend level per share or not increase the dividend level per share.

Because Rentokil Initial is a holding company and substantially all of its operations will be conducted through its subsidiaries, its ability to pay dividends on the Rentokil Initial ordinary shares depends on its ability to obtain cash dividends or other cash payments or to obtain loans from such entities.

Rentokil Initial’s ability to pay dividends is limited under English company law, which limits an English company to only pay cash dividends or make other distributions to the extent it has sufficient distributable reserves and cash available for this purpose. Rentokil Initial conducts substantially all of its operations through its subsidiaries and such entities will generate substantially all of its operating income and cash flow. As a holding company, Rentokil Initial’s ability to pay dividends in the future is affected by a number of factors, principally its ability to receive sufficient dividends from its subsidiaries. The ability of such entities to make dividend payments to Rentokil Initial depends largely on their financial condition and ability to generate profits. In addition, because Rentokil Initial’s subsidiaries are, and the combined company’s subsidiaries will be, separate and distinct legal entities, they will have, to the extent they have not agreed otherwise by entering into a separate agreement with Rentokil Initial, no obligation to pay any dividends or to lend or advance to Rentokil Initial funds and may be restricted from doing so by contract, including under financing arrangements, charter provisions, other shareholders or the applicable laws and regulations of the various countries in which they operate. Additionally, claims of the creditors of Rentokil Initial’s subsidiaries have (and will continue to have) priority over any claims that Rentokil Initial may have with respect to the assets of its subsidiaries. Although the combined company plans to remain committed to Rentokil Initial’s current progressive dividend policy, there can be no assurance that, in the long-term, the combined company’s subsidiaries will generate sufficient profits and cash flows, or otherwise prove willing or able, to pay dividends or lend or advance to Rentokil Initial sufficient funds to enable it to pay interest, principal or expenses to any third party, if any, or to enable it to declare and pay dividends, if any, on the Rentokil Initial ordinary shares. The inability of one or more of the combined company’s subsidiaries to pay dividends or lend or advance funds to Rentokil Initial could, in the long-term, have a material adverse effect on its business, cash flows, financial condition and the results of its operations.

The announcement and pendency of the transaction could adversely affect each of Terminix’s and Rentokil Initial’s respective businesses, results of operations, financial condition and/or prospects.

The announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding Terminix’s and Rentokil Initial’s business, including affecting Terminix’s and Rentokil Initial’s relationships with existing and future customers and suppliers, which could have an adverse effect on Terminix’s or Rentokil Initial’s business, results of operations, financial condition and/or prospects, regardless of whether the transaction is completed. Terminix and Rentokil Initial could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, each of Terminix and Rentokil Initial has expended, and continues to expend, significant management resources in an effort to complete the transaction, which are being diverted from Terminix’s and Rentokil Initial’s day-to-day operations.

If the transaction is not completed, Terminix’s and Rentokil Initial’s stock or share prices, as applicable, may fall if and to the extent that the current prices of Terminix common stock and Rentokil Initial ordinary shares reflect a market assumption that the transaction will be completed. In addition, the failure to complete the transaction may result in negative publicity or a negative impression of Terminix and Rentokil Initial in the investment community and may affect Terminix’s and Rentokil Initial’s relationship with employees, customers, suppliers and other partners in the business community.

Terminix and Rentokil Initial will incur substantial transaction fees and costs in connection with the transaction.

Terminix and Rentokil Initial have incurred and expect to incur additional material non-recurring expenses in connection with the transaction and completion of the transactions contemplated by the merger

 

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agreement, including costs relating to obtaining required approvals and in change in control payments. Terminix and Rentokil Initial have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of Terminix and Rentokil Initial after completion of the transaction. Even if the transaction is not completed, Terminix and Rentokil Initial will need to pay certain costs relating to the transaction incurred prior to the date the transaction was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition.

In addition to its own fees and expenses, in the event the Terminix stockholders do not approve the matters required to be voted upon, and as a result the merger agreement is terminated, Terminix may be required to pay by way of compensation an amount equal to $50 million to Rentokil Initial. In addition to its own fees and expenses, in the event the Rentokil Initial shareholders do not approve the matters required to be voted upon, and therefore the merger agreement is terminated, Rentokil Initial may be required to pay by way of compensation an amount equal to $50 million to Terminix. Terminix may also be required to pay Rentokil Initial by way of compensation a termination payment of $200 million if the merger agreement is terminated under the circumstances specified in the merger agreement, and Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million if the merger agreement is terminated under the circumstances specified in the merger agreement. For more information, see the section entitled “The Merger Agreement — Termination Payments and Expenses” beginning on page 161.

The transaction may not be accretive, and may be dilutive, to Rentokil Initial’s earnings per share, which may negatively affect the market price of Rentokil Initial ordinary shares and the implied value of the Rentokil Initial ADSs following the transaction.

In connection with the completion of the transaction, Rentokil Initial expects to issue approximately 643 million new Rentokil Initial ordinary shares, in the form of Rentokil Initial ADSs, and certain Terminix equity awards are required to be converted into equity awards of Rentokil Initial pursuant to the merger agreement. The issuance of new Rentokil Initial ordinary shares, in the form of Rentokil Initial ADSs, could have the effect of depressing the market price of Rentokil Initial ordinary shares.

Rentokil Initial currently projects that the transaction will result in a number of benefits, including increased scale and an enlarged platform for profitable growth, and that it will ultimately be accretive to Rentokil Initial’s earnings per share. This projection is based on preliminary estimates that may materially change. Future events and conditions could reduce or delay the accretion that is currently projected or result in the transaction being dilutive to Rentokil Initial’s earnings per share, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the transaction. Any dilution of, reduction in or delay of any accretion to, Rentokil Initial’s earnings per share could cause the price of Rentokil Initial ordinary shares and the implied value of the Rentokil Initial ADSs to decline or grow at a reduced rate.

The unaudited pro forma condensed combined financial information of Terminix and Rentokil Initial is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the transaction.

The unaudited pro forma condensed combined financial information included in this proxy statement/​prospectus has been prepared using the consolidated historical financial statements of Rentokil Initial and Terminix, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the transaction. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the transaction. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the transaction. Accordingly, the historical and pro forma financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Terminix and Rentokil Initial operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following completion

 

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of the transaction. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties that may be encountered by recently combined companies.

In preparing the pro forma financial information contained in this proxy statement/prospectus, Rentokil Initial has given effect to, among other items, the completion of the transaction, the payment of the merger consideration and the indebtedness of Rentokil Initial on a consolidated basis after giving effect to the transaction, including the indebtedness of Terminix. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Terminix and Rentokil Initial in connection with the transaction. For more information, see the section of this proxy statement/prospectus entitled “Rentokil Initial Unaudited Pro Forma Combined Financial Information,” including the notes thereto, beginning on page 164.

Rentokil Initial or Terminix may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.

Certain conditions to Rentokil Initial and Terminix’s obligations, respectively, to complete the transaction may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement by either Rentokil Initial or Terminix. In the event that any such waiver does not require resolicitation of Rentokil Initial’s shareholders or Terminix’s stockholders or the amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards (as applicable), the parties will have the discretion to complete the transaction without seeking further approval of Rentokil Initial shareholders or Terminix stockholders, as applicable.

The opinion of Terminix’s financial advisor rendered to Terminix’s Board of Directors does not reflect changes in circumstances between the signing of the merger agreement and the completion of the transaction.

Terminix’s board of directors has received an opinion from Lazard dated December 13, 2021 to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in Lazard’s written opinion, the merger consideration to be received in the transaction by holders of Terminix common stock was fair, from a financial point of view, to such holders, but has not obtained an updated opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Rentokil Initial or Terminix, general market and economic conditions and other factors that may be beyond the control of Rentokil Initial or Terminix, and on which the forecasts and assumptions used by Terminix’s financial advisors in connection with rendering its opinion may have been based, may significantly alter the value of Rentokil Initial or Terminix or the prices of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) or of the shares of Terminix common stock by the time the transaction is completed. The opinion did not speak as of the time the transaction will be completed or as of any date other than the date of such opinion and Terminix’s board of directors does not anticipate asking its financial advisor to update its opinion. The Terminix board of directors’ recommendation that Terminix stockholders vote “FOR” approval of the merger proposal and “FOR” the non-binding compensation advisory proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that Terminix’s board of directors received from its financial advisor, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Opinion of Terminix’s Financial Advisor” beginning on page 89. A copy of the opinion of Lazard Frères & Co. LLC, Terminix’s financial advisor, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety.

While the merger agreement is in effect, Terminix, Rentokil Initial and their respective subsidiaries’ businesses are subject to restrictions on their business activities.

Under the merger agreement, Terminix, Rentokil Initial and their respective subsidiaries have agreed to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course prior to completing the transaction (unless Terminix or Rentokil Initial obtains the other’s consent, as applicable, which is not to be unreasonably withheld, conditioned or delayed), which may restrict Terminix’s and Rentokil Initial’s ability to exercise certain of their respective business strategies. These restrictions may prevent Terminix and Rentokil Initial from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital

 

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expenditures in excess of certain agreed limits, continuing share repurchase programs, incurring indebtedness or making changes to Terminix’s and Rentokil Initial’s respective businesses prior to the completion of the transaction or termination of the merger agreement, as applicable. These restrictions could have an adverse effect on Terminix’s and Rentokil Initial’s business, financial results, financial condition or share price.

In addition, the merger agreement prohibits Terminix and Rentokil Initial from (i) soliciting, initiating, knowingly facilitating or knowingly encouraging, subject to certain exceptions set forth in the merger agreement, any inquiry or the making or submission of any proposal or offer that constitutes an acquisition proposal (as defined for each party in the merger agreement), (ii) (A) entering into or participating in any discussions or negotiations with any third party, (B) furnishing to any third party any information, or (C) otherwise assisting, participating in, knowingly facilitating or knowingly encouraging any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal, or (iii) approving, recommending or entering into (or publicly or formally proposing to approve, recommend or enter into), any letter of intent or similar document, agreement, commitment or agreement in principle with respect to an acquisition proposal. Terminix may be required to pay Rentokil Initial by way of compensation a termination payment of $200 million if the merger agreement is terminated under the circumstances specified in the merger agreement, and Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million if the merger agreement is terminated under the circumstances specified in the merger agreement.

These provisions may limit Terminix’s ability to pursue offers from third parties that could result in greater value to Terminix stockholders than the merger consideration. The termination payment may also discourage third parties from pursuing an alternative acquisition proposal with respect to Terminix.

The termination of the merger agreement could negatively impact Terminix.

If the transaction is not completed for any reason, including as a result of Terminix stockholders failing to approve the merger proposal, the ongoing businesses of Terminix may be adversely affected and, without realizing any of the anticipated benefits of having completed the transaction, Terminix would be subject to a number of risks, including the following:

•

Terminix may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the transaction will be completed);

​

•

Terminix may experience negative reactions from the investment community, its customers, suppliers, distributors, regulators and employees and other partners in the business community;

​

•

Terminix may be required to pay certain costs relating to the transaction, whether or not the transaction is completed; and

​

•

matters relating to the transaction will have required substantial commitments of time and resources by Terminix management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Terminix had the transaction not been contemplated.

​

If the merger agreement is terminated and the Terminix board of directors seeks another merger, business combination or other transaction, Terminix stockholders cannot be certain that Terminix will find a party willing to offer equivalent or more attractive consideration than the merger consideration Terminix stockholders would receive from Rentokil Initial in the transaction. If the merger agreement is terminated under the circumstances specified in the merger agreement, Terminix may be required to pay Rentokil Initial by way of compensation a termination payment of $200 million or a no vote reimbursement of $50 million, depending on the circumstances surrounding the termination. If the merger agreement is terminated under the circumstances specified in the merger agreement, Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million or a no vote reimbursement of $50 million, depending on the circumstance surrounding the termination. If a no vote reimbursement is paid by Terminix or Rentokil Initial and the Terminix termination payment or Rentokil Initial termination payment subsequently becomes due, then the amount of the Terminix or Rentokil Initial termination payment, as applicable, will be reduced by the amount of no vote reimbursement expenses previously paid.

 

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See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination payment and the no vote reimbursement may be payable by Terminix or Rentokil Initial, as applicable.

Directors and executive officers of Terminix have interests in the transaction that may differ from the interests of Terminix stockholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

In considering the recommendation of the Terminix board of directors, you should be aware that Terminix’s directors and executive officers may have interests in the transaction that are different from, or in addition to, those of Terminix stockholders generally. These interests may include, among others, the treatment of outstanding Terminix equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Terminix equity awards upon certain terminations of employment, and the combined company’s agreement to indemnify Terminix directors and executive officers against certain claims and liabilities. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105.

Except in specified circumstances, if the transaction is not completed by December 31, 2022, subject to extension in specified circumstances by either Terminix or Rentokil Initial, either Terminix or Rentokil Initial may choose not to proceed with the transaction.

Either Terminix or Rentokil Initial may terminate the merger agreement if the transaction has not been completed by December 31, 2022. However, this right to terminate the merger agreement will not be available to Terminix or Rentokil Initial if such party’s material breach of any of its obligations under the merger agreement has been the proximate cause of or resulted in the failure of the transaction to be completed on or before such time. The end date may be extended by Terminix or Rentokil Initial to March 13, 2023 if, at the time of any such extension, the antitrust-related conditions are not satisfied but all other closing conditions (other than conditions that by their terms can only be satisfied at the closing if such conditions are reasonably capable of being satisfied on such date) have been satisfied or waived. For more information, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160.

Following the closing, there may be less publicly available information concerning Rentokil Initial than there is for issuers that are not foreign private issuers because, as a foreign private issuer, Rentokil Initial would be exempt from a number of rules under the U.S. Exchange Act and would be permitted to file less information with the SEC than issuers that are not foreign private issuers and Rentokil Initial, as a foreign private issuer, would be permitted to follow home country practice in lieu of the listing requirements of NYSE, subject to certain exceptions.

As a foreign private issuer under the U.S. Exchange Act, Rentokil Initial would be exempt from certain rules under the U.S. Exchange Act, and would not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, Rentokil Initial would be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act. The members of the Rentokil Initial management board, officers and principal shareholders would be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Accordingly, following the closing, there may be less publicly available information concerning Rentokil Initial than there is for companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by Rentokil Initial in accordance with English law, which may differ in substance or timing from such disclosure requirements under the U.S. Exchange Act.

Further, as a foreign private issuer, Rentokil Initial would be subject to less stringent corporate governance requirements under the NYSE rules. Subject to certain exceptions, the rules of the NYSE

 

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permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of the NYSE, including, for example, certain internal controls as well as certain board, committee and director independence requirements. Rentokil Initial would be required to disclose any significant way in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE listing standings in its annual report on Form 20-F filed with the SEC or on its website. Accordingly, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements.

Rentokil Initial is organized under the laws of England and Wales and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against Rentokil Initial or Rentokil Initial’s officers and members of the Rentokil Initial board of directors.

Rentokil Initial is organized under the laws of England and Wales. A substantial portion of Rentokil Initial’s assets are located outside the United States, and many of Rentokil Initial’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon Rentokil Initial and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against Rentokil Initial or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against Rentokil Initial or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.

There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in England, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in England.

Resales of Rentokil Initial ADSs following the transaction may cause the market value of Rentokil Initial ADSs to decline.

Rentokil Initial expects that it will issue up to approximately 643 million Rentokil Initial ordinary shares at the first effective time in connection with the transaction. The issuance of these new Rentokil Initial ordinary shares and the new Rentokil Initial ADSs by which those Rentokil Initial ordinary shares are represented, and the sale of Rentokil Initial ADSs from time to time (and Rentokil Initial ordinary shares represented thereby) could have the effect of depressing the market value for Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) as a consequence of the transaction. The increase in the number of Rentokil Initial ADSs may lead to sales of such Rentokil Initial ADSs or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Rentokil Initial ADSs.

An active trading market for Rentokil Initial ADSs may not develop, which would adversely affect the liquidity and price of Rentokil Initial ADSs.

The existing Rentokil Initial ADSs are not listed on any U.S. stock exchange. Following the closing, an active trading market for the Rentokil Initial ADSs may never develop or, if developed, it may not be sustained. If an active public market for Rentokil Initial ADSs does not develop, the market price and liquidity of Rentokil Initial ADSs may be adversely affected. Rentokil Initial stockholders may be unable to sell their Rentokil Initial ADSs unless a market can be established and sustained.

The Rentokil Initial ADSs and Rentokil Initial ordinary shares have different rights from the shares of Terminix common stock.

Certain of the rights associated with Terminix common stock are different from the rights associated with Rentokil Initial ordinary shares. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders” beginning on page 208 for a discussion of the different rights associated with Rentokil Initial ordinary shares and Terminix common stock. In addition, holders of Rentokil Initial ADSs will be able to exercise the shareholder rights for Rentokil Initial

 

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ordinary shares represented by such Rentokil Initial ADSs through the depositary bank, only to the extent contemplated by the deposit agreement. For more information, see the section of this proxy statement/​prospectus entitled “Description of Rentokil Initial American Depositary Shares” beginning on page 199.

In particular, the laws of England and Wales, the jurisdiction in which Rentokil Initial is incorporated, limit the circumstances under which shareholders of a company may bring derivative actions on behalf of that company. In most cases, only the corporation may be the claimant or plaintiff for the purposes of maintaining proceedings in respect of any wrongful act committed against it and the permission of the court is required to maintain any derivative action, which is able to be brought by shareholders. In addition, the laws of England and Wales do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S. corporation. English law also requires that shareholders approve certain capital structure decisions (including the allotment and issuance of shares, the exclusion of preemptive rights and share repurchases), which may limit Rentokil Initial’s flexibility to manage its capital structure.

In addition, only registered holders of Rentokil Initial ordinary shares are afforded the rights of shareholders under English law and the Rentokil Initial articles of association. Because the depositary bank holds Rentokil Initial ordinary shares represented by Rentokil Initial ADSs through a custodian which is a participant in the CREST securities settlement system (“CREST”), and CREST or its nominee is the registered holder of Rentokil Initial ordinary shares represented by Rentokil Initial ADSs, the holders of Rentokil Initial ADSs must rely on the depositary bank to exercise the rights of a shareholder via its custodian and CREST.

Holders of Rentokil Initial ADSs are entitled to present Rentokil Initial ADSs to the depositary bank for cancellation and withdraw the corresponding number of underlying Rentokil Initial ordinary shares, but would be responsible for fees relating to such exchange. Fees and charges are also payable by Rentokil Initial ADS holders in relation to certain other depositary services.

Current Rentokil Initial shareholders and Terminix stockholders who receive Rentokil Initial ADSs in the transaction will have a reduced ownership and voting interest after the transaction.

Upon completion of the transaction, Rentokil Initial expects to issue approximately 129 million Rentokil Initial ADSs to Terminix stockholders pursuant to the merger agreement. As a result, it is expected that, immediately after completion of the transaction, former Terminix stockholders who receive Rentokil Initial ADSs in the transaction will own approximately 25.7% of the outstanding Rentokil Initial ordinary shares. In addition, Rentokil Initial ordinary shares may be issued from time to time following the first effective time to holders of Terminix equity awards on the terms set forth in the merger agreement. See the sections of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction,” “The Merger Agreement — Treatment of Terminix Equity Awards” and “The Merger Agreement — Treatment of Terminix Employee Stock Purchase Plan” beginning on pages 105, 139 and 140, respectively, for a more detailed explanation.

Terminix and Rentokil Initial may be targets of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from holders of Rentokil Initial ADSs or Rentokil Initial ordinary shares, customers, suppliers, consumers and other third parties due to the combination of Rentokil Initial’s business and Terminix’s business following the transaction. For information regarding such litigation, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Litigation Related to the Transaction” beginning on page 114. Such litigation may have an

 

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adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

The transaction may affect the application of new or existing tax rules to the combined company, which could result in a material impact on the combined company’s cash tax liabilities and tax charges.

Changes in tax regimes, such as those that have been proposed by the current administration in the United States that include raising the corporate tax rate and raising the tax rate on global intangible low-taxed income, could result in a material impact on the cash tax liabilities and tax charges of the combined company. The Rentokil Initial group will have a greater presence in the United States following the acquisition of Terminix than the existing Rentokil Initial group, which means that changes to tax rules in the United States could have a more significant impact. Such an impact could also arise from changes in the application of existing tax rules, including UK tax rules, to the Rentokil Initial group as a result of the transaction. In either case, this could result in a reduction in financial results depending upon the nature of the change.

Prior to the completion of the transaction, Rentokil Initial and Terminix (and with effect from the completion of the transaction, the combined company) may have difficulty attracting, motivating and retaining executives and other employees in light of the transaction.

Rentokil Initial’s success after the transaction will depend in part on its ability to retain key executives and other employees. Uncertainty about the effect of the transaction on Rentokil Initial and Terminix employees may have an adverse effect on each of Rentokil Initial and Terminix and consequently on the combined company. This uncertainty may impair, prior to the completion of the transaction, Rentokil Initial’s and/or Terminix’s, and following the completion of the transaction, the combined company’s, ability to attract, retain and motivate personnel. Employee retention may be particularly challenging during the pendency of the transaction, as employees of Rentokil Initial and Terminix may experience uncertainty about their future roles in the combined company.

Additionally, Terminix’s officers and employees may hold shares of Terminix common stock and/or certain equity awards, and, if the transaction is completed, these officers and employees may be entitled to the merger consideration in respect of such shares of Terminix common stock and/or certain equity awards. Under agreements between Terminix and certain of its employees, such employees could potentially resign from employment on or after the first effective time that could result in severance payments to such employees and accelerated vesting of their equity awards. These payments and accelerated vesting benefits, individually or in the aggregate, could make retention of Terminix employees more difficult.

Furthermore, if employees of Rentokil Initial or Terminix depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, Rentokil Initial may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. As a result, the combined company’s ability to realize the anticipated benefits of the transaction may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain employees to the same extent that Terminix has been able to attract or retain employees in the past.

The merger agreement contains provisions that make it more difficult for Rentokil Initial and Terminix to pursue alternatives to the transaction and may discourage other companies from trying to acquire Terminix for greater consideration than Rentokil Initial has agreed to pay.

The merger agreement contains provisions that make it more difficult for Terminix to sell its business to a party other than Rentokil Initial, or for Rentokil Initial to pursue alternatives to the transaction. These provisions include a general prohibition on each party soliciting any acquisition proposal. Further, there are only limited exceptions to each party’s agreement that its board of directors will not withdraw or modify in a manner adverse to the other party the recommendation of its board of directors in favor of the adoption of the merger agreement. In the event that either the Terminix board of directors or the Rentokil Initial board of directors make an adverse recommendation change, then Terminix and Rentokil Initial may be required to pay to the other party by way of compensation a termination payment of $200 million and

 

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$150 million, respectively. See “The Merger Agreement — No Solicitation” and “The Merger Agreement — Termination Payments and Expenses” beginning on pages 150 and 161, respectively, of this proxy statement/prospectus.

The parties believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either Terminix or Rentokil Initial from considering or proposing an acquisition proposal, even if that party were prepared to pay consideration with a higher per-share value than the currently proposed merger consideration, in the case of Terminix, or that party were prepared to enter into an agreement that may be favorable to Rentokil Initial or its shareholders, in the case of Rentokil Initial. Furthermore, the termination payments described above may result in a potential competing acquirer proposing to pay a lower per-share price to acquire the applicable party than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable by such party in certain circumstances.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” were based on assumptions of, and information available to, Terminix’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Terminix’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The financial estimates set forth in the forecasts included under the section “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Terminix does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The prospective financial information included in this document has been prepared by, and is the responsibility of, Terminix management. No accounting firm has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information included under the section “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” and, accordingly, no accounting firm expresses an opinion or any other form of assurance with respect thereto.

The Deloitte & Touche LLP, KPMG LLP and PricewaterhouseCoopers LLP reports included in or incorporated by reference in this document relate to the previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

See the section of this proxy statement/prospectus “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 101.

Exchange rate fluctuations may adversely affect the foreign currency value of Rentokil Initial ADSs and any dividends.

Rentokil Initial ordinary shares are quoted in pounds sterling on the LSE and Rentokil Initial ADSs will be quoted in U.S. dollars on the NYSE. Dividends to be paid to holders of Rentokil Initial ADSs in respect of Rentokil Initial ordinary shares, if any, will be paid in U.S. dollars in accordance with the deposit agreement. Rentokil Initial’s financial statements included in this proxy statement/prospectus and filed with the SEC in the future will be prepared in pounds sterling. Fluctuations in the exchange rate between the U.S. dollar and pounds sterling may affect, among other matters, the value of the Rentokil Initial ADSs and of any dividends in respect thereof.

 

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Risks Related to Terminix’s Business

You should read and consider the risk factors specific to Terminix’s business that will also affect the combined company after completion of the transaction. These risks are described in Item 1A of Terminix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 310 for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to Rentokil Initial’s Business

Risks Relating to Business Strategies and Operations

If Rentokil Initial is unsuccessful in integrating acquisitions (including the transaction) or if its disposals result in unexpected costs or liabilities, its business could be materially and adversely affected.

Rentokil Initial has a strategy that includes growth by acquisition, for example it acquired 52 new businesses in 2021. M&A activity is a core part of Rentokil Initial’s strategy to extend its geographic footprint and to improve its market share in existing locations, and Rentokil Initial may continue to pursue strategic transactions in the future, which could involve acquisitions or disposals of businesses or assets. There are a number of risks to the successful integration of acquired businesses. These risks include the possibility that management may be distracted from regular business concerns by the need to integrate operations and that unforeseen difficulties can arise in integrating operations and systems and retaining and assimilating the employees. In addition, even where a diligent review of the businesses and/or properties acquired in connection with such acquisitions is performed in accordance with industry norms, such reviews may be incomplete and not necessarily reveal all existing or potential problems, including actual or contingent liabilities, or permit a full assessment of the deficiencies associated with the businesses or properties. Any acquisition that Rentokil Initial makes may not provide it with the benefits that were anticipated when entering into such acquisition. If Rentokil Initial fails to (i) successfully integrate acquisitions into its existing organizational structures; (ii) deliver the revenue and profit targets; or (iii) deliver any expected synergy benefits such as cost savings, the acquired business may not achieve the expected financial and operational benefits which could lead to potential adverse short-term or long-term effects on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. There is a risk that the transaction and integration of Rentokil Initial and Terminix may consume management time and resources, making the execution of M&A activity in furtherance of the combined company’s strategy more difficult to execute.

In addition, Rentokil Initial has sold a number of its businesses in the past and expects to continue to dispose of businesses from time to time if consistent with its strategy. Furthermore, under business sale contracts, Rentokil Initial may provide warranties and indemnities to purchasers. Accordingly, Rentokil Initial may make provisions in its consolidated financial statements for potential liabilities and costs relating to a disposed business. Rentokil Initial may also make provision in its financial statements for amounts to cover legal or regulatory claims which are known to be outstanding at the time of sale or which may subsequently become apparent. There can be no assurance that such provisions will be sufficient to cover potential liabilities and consequently disposals of Rentokil Initial’s businesses may have a material adverse effect on its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may experience difficulties integrating, streamlining and optimizing its IT systems, processes and technologies.

Rentokil Initial has invested in, and expects to continue to invest in, a wide range of new systems, processes and technologies intended to improve many aspects of its business. These systems, processes and technologies impact customers, suppliers, employees and others, including new systems that integrate, streamline and enhance legacy operating IT systems. These activities have required, and may continue to require, significant investment of human and financial resources. Rentokil Initial may experience significant delays, increased costs and other difficulties as a consequence of significant disruption or deficiency in implementing such systems, processes and technologies, which could adversely affect Rentokil Initial’s ability

 

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to process work orders, send invoices and track and collect payments, fulfill contractual obligations or otherwise operate its business. In addition, Rentokil Initial’s efforts to centralize various business processes within its organization in connection with this implementation may disrupt operations and negatively impact Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. Rentokil Initial may also experience difficulties, costs or delays in migrating acquired businesses to its systems, processes and technologies.

Rentokil Initial depends on a suitably skilled and qualified labor force to maintain the business.

Rentokil Initial’s ability to maintain its customer service and execute its business strategy depends on its ability to attract and retain a suitably skilled and qualified labor force. There can be no assurance that Rentokil Initial will be able to recruit, train and retain such a labor force in sufficient numbers or of sufficient quality, or that pressure to recruit will not lead to a significant increase in employee costs. In markets where overall employment rates are high, and/or its business is growing quickly either organically or through acquisitions, Rentokil Initial may have difficulties attracting, training and retaining operational personnel of suitable capability. In addition, changes in the global job market (including those caused or accelerated by the COVID-19 pandemic) may cause (or continue to cause) difficulty in recruiting, training and retaining a suitably skilled and qualified labor force. As a result, Rentokil Initial could experience difficulty in responding to customer calls in a timely fashion or delivering its services in a high-quality or timely manner, and could be forced to increase wages to attract, train and retain employees, which would result in higher operating costs and reduced profitability. Any of these factors may have a material adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Moreover, some of Rentokil Initial’s employees are members of local trade unions and similar organizations. Industrial action in key operations could result in diminished customer service levels or higher costs and, if prolonged, could damage Rentokil Initial’s reputation and ability to retain existing customers or acquire new customers. Although Rentokil Initial believes that all of Rentokil Initial’s operations have good relations with their employees and the trade unions that represent those employees (where applicable), there can be no assurance that work stoppages or other labor-related developments (including the introduction of new labor regulations in countries where Rentokil Initial operates) will not adversely affect its business, reputation, results of operations, financial condition and/or prospects. In addition, potential competition from key employees who leave Rentokil Initial could impact its ability to maintain its market share in certain geographic areas.

Rentokil Initial depends on key personnel to lead Rentokil Initial’s business.

Rentokil Initial’s continued success will largely depend on its ability to attract, retain and develop a high caliber of talent and on the efforts and abilities of its executive officers and certain other key employees. As Rentokil Initial continues to grow its business, make acquisitions, expand its geographic scope and offer new products and services, Rentokil Initial needs the organizational talent necessary to ensure effective succession for executive officer and key employee roles in order to meet the growth, development and profitability goals of its business. Rentokil Initial’s operations could be materially and adversely affected if for any reason Rentokil Initial was unable to attract, retain or develop such officers or key employees and successfully execute organizational change and management transitions at leadership levels.

ESG matters, including those related to climate change and sustainability, may have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Increased focus and activism related to ESG matters may hinder Rentokil Initial’s access to capital, as investors may reconsider their capital investment as a result of their assessment of Rentokil Initial’s ESG practices. Customers, consumers, investors and other stakeholders are increasingly focusing on ESG issues, including climate change, water use, deforestation, plastic waste, human and animal health and welfare, chemical usage and other concerns. Changing customer preferences are resulting in, and may continue to result in, increased demands regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of Rentokil Initial’s products and their impact on human and animal health and environmental sustainability; a growing demand for natural, organic or non-toxic products and ingredients; or increased customer concerns or perceptions (whether accurate or inaccurate)

 

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regarding the effects of ingredients or substances present in certain products. Certain animal welfare advocacy groups may raise concerns regarding products such as glue boards or snap traps perceived to have animal cruelty issues. These demands, perceptions and preferences could cause Rentokil Initial to incur additional costs or to make changes to its operations to comply with such demands and customer preferences, and a delay in Rentokil Initial’s response (or the failure to respond effectively) may lead to adverse effects to its business, results of operations and financial condition, and recruitment and retention of the labor force that it needs.

Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, may result in increased compliance costs or input costs of energy and raw materials, which may cause disruptions in the manufacture of Rentokil Initial’s products or an increase in operating costs, and these costs could have a material adverse effect on Rentokil Initial’s results of operations and cash flows. Any failure to achieve its ESG goals or a perception (whether or not valid) of its failure to act responsibly with respect to ESG issues or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation could adversely affect Rentokil Initial’s business, reputation, results of operation, financial condition and/or prospects. In addition, Rentokil Initial may also be adversely impacted as a result of conduct by contactors, customers or suppliers that fail to meet Rentokil Initial’s or its stakeholders’ ESG standards.

Inflationary pressures, such as increases in wages, fuel prices and other operating costs, could adversely impact Rentokil Initial’s business, results of operations, financial condition and/or prospects.

Rentokil Initial’s financial performance may be adversely affected by sudden or material increases in the level of its operating costs and expenses, which may be subject to inflationary pressures, and it may not be able to pass these increases on fully, or in a timely manner, to customers. For example, fuel prices are subject to market volatility, and Rentokil Initial’s fleet has been negatively impacted by significant increases in fuel prices in the past and could be negatively impacted in the future. In addition, Rentokil Initial continues to monitor any adverse impact that the ongoing conflict in Ukraine and the subsequent institution and extension of sanctions against various Russian organizations, companies and individuals may have on the global economy in general and on Rentokil Initial’s business operations, although Rentokil Initial has no direct operations in Russia or the Ukraine. Such events have increased fuel prices, and a prolonged conflict may have further negative consequences such as increased inflation and transportation costs. Fuel price increases have also caused increases in the cost of chemicals and other materials used in Rentokil Initial’s business. Increases in fuel, and other costs, have not negatively affected Rentokil Initial’s results of operations as of March 31, 2022, as Rentokil Initial has been able to pass along such increases to customers in the form of increased prices. However, Rentokil Initial cannot predict the extent to which it may experience future cost increases. To the extent such costs increase further, Rentokil Initial may be prevented, in whole or in part, from passing these cost increases on to its existing and prospective customers, which could have a material adverse impact on Rentokil Initial’s results of operations, financial condition and/or prospects.

Supply chain issues may result in product shortages or disruptions to Rentokil Initial’s business.

Rentokil Initial has a complex global network of suppliers that has recently expanded to meet increased customer demand and may, in the future, further evolve in response to market conditions. Although the majority of the products used by Rentokil Initial are generally available from multiple sources, and alternatives have been generally available in the event of disruption in the past, Rentokil Initial could experience material disruptions in production and other supply chain issues (including as a result of current global supply issues affecting microchips and printed circuit boards), which could result in out-of-stock conditions, and its results of operations and relationships with customers could be adversely affected (a) if new or existing suppliers are unable to meet any standards set by Rentokil Initial, government or industry regulations or customers, (b) if Rentokil Initial is unable to contract with suppliers at the quantity, quality and price levels needed for its business, or (c) if any of Rentokil Initial’s key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress.

Rentokil Initial’s inability to fully or substantially meet customer demand due to supply chain issues could result in, among other things unmet consumer demand leading to reduced preference for Rentokil

 

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Initial’s products or services in the future, customers purchasing products and services from competitors as a result of such shortage of products, strained customer relationships, termination of customer contracts, additional competition and new entrants into the market, and loss of potential sales and revenue, which could adversely affect Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Weakening general economic conditions, including rising unemployment or decreased consumer confidence or spending levels, especially as they may affect demand from Rentokil Initial’s customers, may adversely impact its business, results of operations, financial condition and/or prospects.

Ongoing volatility in the global economic environment has led to, and may continue to lead to, economic challenges such as low gross domestic product growth in regional and national economies, high volatility in commodity prices and exchange rates and efforts made by governments to increase the minimum wage across markets, as well as wide variations in local market prices and cost inflation across the globe. This may be exacerbated by economic uncertainty caused by geopolitical events, political instability and civil unrest in some local markets, catastrophic business events, including the continuation and/or broadening of the conflict in the Ukraine and the impact of the COVID-19 pandemic. Further economic slowdown in the markets in which Rentokil Initial operates may lead to a reduction in the level of demand from its customers for existing and new services. Low-growth economies with inherent cost inflation may make it difficult for Rentokil Initial to maintain profitability if it has weak pricing power in those markets, in particular if there are strong competitive pressures. Furthermore, adverse economic conditions may lead to an increased number of customers not renewing contracts or seeking to reduce prices leading to a reduction in profit margins and cash flows or being unable to pay for existing or additional services leading to an increase in bad debts. Any of these events could have a material adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may not successfully implement its business strategies, including achieving its growth objectives.

Rentokil Initial may not be able to fully implement its business strategies or realize, in whole or in part within the expected time frames, the anticipated benefits of various growth or other initiatives. Rentokil Initial’s ability to implement its business strategy may be adversely affected by factors that Rentokil Initial cannot currently foresee, such as unanticipated costs and expenses, technological change, severe economic downturn (including as a result of the impact of the COVID-19 pandemic and/or the conflict in Ukraine), the level of interest rates, foreign exchange risks, failure to integrate acquisitions, a decline in the effectiveness of Rentokil Initial’s marketing (including digital marketing) activities or disruptions in the supply chain. All of these factors may necessitate changes to Rentokil Initial’s business strategy or adversely affect its business, reputation, results of operations, financial condition and/or prospects.

In addition, Rentokil Initial will incur certain costs to achieve efficiency improvements, systems implementations and growth in Rentokil Initial’s business, and Rentokil Initial may not meet anticipated implementation timetables or stay within budgeted costs. As these efficiency improvements, system implementations and growth initiatives are implemented, Rentokil Initial may not fully achieve expected cost savings and efficiency improvements, system implementations or growth rates, or these initiatives could adversely impact customer retention or its operations. Also, Rentokil Initial’s business strategies may change in light of its ability to implement new business initiatives, competitive pressures, economic uncertainties or developments or other factors.

Rentokil Initial’s continued growth depends on its ability to retain existing customers and attract new customers.

Rentokil Initial’s ability to grow is dependent on its ability to retain existing customers and attract new customers. There can be no assurance that Rentokil Initial’s strategy of using new technology and improved sales techniques to attract profitable new clients, up-selling and cross-selling to existing clients and focusing on retaining profitable business when renewing existing consumer contracts will be successful. Moreover, failure to maintain customer service, client management and sales capability, failure to adapt to local business and consumer needs and/or failure to win and retain profitable customers in the face of competition from competitors with lower costs or which are willing to accept lower margins may have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

 

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Rentokil Initial must be sufficiently agile to develop and deliver products and services that meet local market needs. If Rentokil Initial is not able to adapt to local business and consumer needs, its existing customers may choose not to renew contracts, reduce the use of Rentokil Initial’s services across their operations or seek reductions in prices.

Rentokil Initial must continue to develop products and services that meet the needs and expectations of its customer base, including to ensure the continued efficacy of its products in the target pest population. Furthermore, as technological developments disrupt the markets in which Rentokil Initial operates and changes service offerings across its industries, Rentokil Initial may need to develop new products and services. In the future, products and services may interact with each other in new ways and offer new capabilities to consumers, such as systems that are networked and able to be monitored in real time. Rentokil Initial’s competitors may be earlier to embrace these new technological developments that are disruptive to the market or to develop more effective products, and a delay in Rentokil Initial’s response may lead to adverse effects to its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial’s industries are highly competitive.

Rentokil Initial competes with a wide variety of competitors of varying sizes and faces competition in many of the markets in which it operates. The growing presence of multinational competitors may increase the cost of acquisitions and/or drive down prices, impacting Rentokil Initial’s profitability. Furthermore, the increased presence of facilities management companies in the markets in which Rentokil Initial operates may also drive down prices and adversely impact the quality of relationships with end customers. The principal methods of competition in Rentokil Initial’s business include quality and speed of customer service, brand awareness and reputation, effective use of technology and systems, customer satisfaction, fairness of contract terms (including price and promotions), professional sales forces and referrals. Rentokil Initial may be unable to compete successfully against current or future competitors, and the competitive pressures that Rentokil Initial faces may result in reduced market share, reduced pricing or an adverse impact on its reputation, business, results of operations and financial condition.

Cybersecurity breaches, attacks and other similar incidents, as well as disruptions or failures in Rentokil Initial’s IT systems or data security procedures and those of its third-party service providers, could expose Rentokil Initial to liability, limit its ability to effectively monitor, operate and control operations and adversely impact its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial’s business is dependent on effective IT systems and data security procedures. Rentokil Initial and its third-party service providers may be subject to significant system or network disruptions from numerous causes, including cybersecurity breaches, attacks or other similar incidents, facility access issues, new system implementations, human error, fraud, theft, fire, power loss, telecommunications failure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive code, social engineering, denial-of-service attacks, and other cyberattacks have become more prevalent and sophisticated in recent years. Because the techniques used by computer hackers and others to access or sabotage networks and computer systems constantly evolve and generally are not recognized until launched against a target, Rentokil Initial and its third-party service providers may be unable to anticipate, detect, react to, counter or mitigate against all of these techniques or remediate any resulting incident. Cybersecurity risk has increased due to increased online and remote activity (a trend accelerated by the COVID-19 pandemic) and Rentokil Initial experienced a notable increase in the number and seriousness of cyberattacks, including repeated distributed denial of service attacks and attempted ransomware incidents in countries such as Brazil and Italy. The attacks were detected and prevented before they were able to have a material impact on the business, but it is possible that future cyberattacks could avoid detection or prevention and have such a material impact.

Any IT system disruptions or breaches may lead to unauthorized release of data and inefficient business operations, including poor supply chain management, and have a negative impact on customer service, resulting in a loss of customers, which could have a material adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate or remediate any cybersecurity vulnerabilities, breaches,

 

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attacks or other similar incidents. Any cybersecurity incident, attack or other similar incident, or its failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such event, could harm Rentokil Initial’s competitive position, result in violations of applicable data privacy or cybersecurity laws or regulations, result in a loss of customer confidence in the adequacy of threat mitigation and detection processes and procedures, cause disruption to business activities, divert management attention and other resources or otherwise adversely affect the internal operations and reputation of Rentokil Initial, degrade financial results, cause it to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject it to additional regulatory scrutiny and expose Rentokil Initial to civil litigation, fines, damages or injunctions. With respect to cybersecurity-related legal claims and regulatory scrutiny, Rentokil Initial also may incur additional costs related to the diverse set of laws, rules and regulations to which it is subject across multiple jurisdictions. See also “Risk Factors — Risks Related to Rentokil Initial’s Business — Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on its business.”

Extraordinary events may significantly impact Rentokil Initial’s business if it is unable to ensure business continuity due to a material incident.

The ability to service customers without interruption is essential to Rentokil Initial’s operations. Contingency plans are required to continue or recover operations following a disruption or incident. Such incidents may include (a) the loss or insolvency of a major distributor, (b) repeated or prolonged government shutdowns or similar events, (c) war (including acts of terrorism or hostilities which impact Rentokil Initial’s markets), (d) natural or manmade disasters, (e) water shortages, (f) cybersecurity, IT or privacy-related incidents or (g) severe weather conditions affecting Rentokil Initial’s operations or the food service, hospitality and travel industries may have a material adverse effect on Rentokil Initial’s business. Inability to restore or replace critical capacity to an agreed level within an agreed time frame would prolong the impact of such disruption or incident and could lead to, among other things, negative publicity and reputational damage and could severely affect Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial has independent, third-party distributors, the loss of which could have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. Government shutdowns can have a material adverse effect on operations or cash flows by disrupting or delaying new product launches, renewals of registrations for existing products and receipt of import or export licenses for raw materials or products.

War (including acts of terrorism or hostilities), natural or manmade disasters, water shortages or severe weather conditions affecting the food service, hospitality, travel and other industries can cause a downturn in the business of Rentokil Initial’s customers, which in turn can have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition or prospects. Hurricanes or other severe weather events impacting the local markets could materially and adversely affect Rentokil Initial’s ability to obtain raw materials at reasonable cost, or at all, and could adversely affect Rentokil Initial’s business. The health and safety of Rentokil Initial’s employees in local markets could be harmed by the detrimental effects of natural and man-made disasters, which could have a material adverse effect on its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may not be able to adequately protect its intellectual property and other proprietary rights that are material to its business.

Rentokil Initial’s ability to compete effectively depends in part on its ability to obtain, maintain, protect, defend and enforce its intellectual property and other proprietary rights, including the service marks, trademarks, trade names and other intellectual property rights Rentokil Initial owns or licenses, particularly its brand names, including Rentokil, Initial, Ambius, Steritech, JC Ehrlich, Presto-X, Western Exterminator, Florida Pest Control, Eradico, Cannon, Sanitact, Ultraprotect, PestConnect, HygieneConnect, Entotherm, Calmic, Turf Fuel, Lumnia, Luminos, SOLitude, Batzner, Medentex, OnBrand360, Peter Cox, Environmental Pest Service, Pestfree365, Activap, Prokill, Micronclean and Microfresh. Rentokil Initial has

 

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not sought to register or protect all of its intellectual property, including its trademarks, either in the UK, U.S. or in every jurisdiction in which they are or may be used. Furthermore, because of the differences in foreign trademark, patent and other intellectual property laws, Rentokil Initial may not receive the same protection in other countries as it would in the UK or the U.S.

If Rentokil Initial is unable to protect its intellectual property and other proprietary rights, including brand names, it could cause a material adverse impact on its business, reputation, results of operations, financial condition and/or prospects. Litigation may be necessary to enforce Rentokil Initial’s intellectual property rights and protect its proprietary information, or to defend against claims by third parties that its products, services or activities infringe their intellectual property rights.

Rentokil Initial relies on third parties, including third party vendors for business process outsourcing initiatives, investment counterparties, and franchisees. Any termination or disruption of such relationships or counterparty default or litigation could have a material adverse effect on its business.

Rentokil Initial’s strategy to increase profitability, in part, by reducing its costs of operations, and to mitigate and manage its exposure to financial risk, includes the implementation of certain business process outsourcing initiatives and entry into arrangements with investment counterparties, including lenders, insurers and derivative counterparties. As such, Rentokil Initial is exposed to counterparty risk. Any disruption, termination or substandard performance of these outsourced services, including possible breaches by third-party vendors of their agreements with Rentokil Initial, or the failure of counterparties to discharge all or part of their obligations (including, for example, due to the deterioration of a counterparty’s actual or perceived creditworthiness) could adversely affect Rentokil Initial’s reputation, customer and employee relationships, results of operations and financial condition. Also, to the extent a third-party outsourcing provider or counterparty relationship is terminated, there is a risk of disputes or litigation and that Rentokil Initial may not be able to enter into a similar agreement with an alternate provider in a timely manner or on terms that Rentokil Initial considers favorable, and even if Rentokil Initial finds an alternate provider, or chooses to insource such services or activities, there are significant risks associated with such transition.

In addition, to the extent Rentokil Initial decides to terminate outsourcing services and insource such services, there is a risk that Rentokil Initial may not have the capabilities to perform these services internally, resulting in a disruption to Rentokil Initial’s business, which could adversely impact its business, reputation, results of operations, financial condition and/or prospects. Rentokil Initial could incur costs, including personnel and equipment costs, to insource previously outsourced services like these, and these costs could adversely affect its results of operations and cash flows.

Third party distributors, subcontractors, vendors and franchisees are independent third parties that Rentokil Initial does not control, and who own, operate and oversee the daily operations of their businesses. If third party distributors, subcontractors, vendors and franchisees do not successfully operate their businesses in a manner consistent with required laws, standards and regulations, Rentokil Initial could be subject to claims from regulators or legal claims for the actions or omissions of such third-party distributors, subcontractors, vendors and franchisees. In addition, Rentokil Initial’s relationship with third party distributors, subcontractors, vendors and franchisees could become strained (including resulting in litigation) and these strains in relationships or claims could have a material adverse impact on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on Rentokil Initial’s business and reputation.

Rentokil Initial is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and is therefore not required to evaluate the effectiveness of its internal control over financial reporting. However, following its U.S. listing and SEC registration, beginning as of the year ended December 31, 2023 Rentokil Initial will be required to evaluate the effectiveness of its internal control over financial reporting and its independent auditor will be required to audit management's assessment of the effectiveness of its internal control over financial reporting.

 

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While Rentokil Initial has yet to design and establish an internal control over financial reporting framework for the purposes of the effectiveness evaluation described above, Rentokil Initial has undertaken a preliminary assessment of its controls in connection with the preparation of the registration statement, of which this prospectus forms a part. In addition, during the preparation of its 2021 financial statements, Rentokil Initial identified errors to its 2020 and 2019 financial statements which resulted in restatements of those periods. As a result of both the preliminary assessment and the restatements, Rentokil Initial identified the following material weaknesses in its internal control over financial reporting:

•

A lack of sufficient resources with the appropriate level of technical accounting knowledge, particularly for non-routine transactions, combined with incomplete policies and procedures related to the segregation of duties and control activities required for accurate and timely financial accounting, reporting, and disclosures in accordance with the financial reporting requirements set forth by the SEC; and

​

•

A failure to design and maintain effective IT controls over user access, change management, database management and segregation of duties for information systems that are relevant to the preparation of its financial statements.

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Though Rentokil Initial has started to design remediation measures in respect of these material weaknesses, it has not yet implemented or tested the effectiveness of the remediation measures. Moreover, Rentokil Initial cannot be certain that it will not identify other material weaknesses in its internal control over financial reporting as it designs, implements and tests its internal control over financial reporting framework in anticipation of its initial effectiveness evaluation. Moreover, when Rentokil Initial evaluates the effectiveness of its internal control over financial reporting in connection with its annual report for the year ended December 31, 2023, there can be no guarantee that Rentokil Initial or its independent auditor will not identify other material weaknesses in its internal control over financial reporting.

If Rentokil Initial fails to achieve and maintain effective internal control over financial reporting, it could suffer material misstatements in its consolidated financial statements, fail to meet its reporting obligations or fail to prevent fraud, which may cause investors to lose confidence in its reported financial information and subject Rentokil Initial to potential delisting from the stock exchange, regulatory investigations and civil or criminal sanctions.

Rentokil Initial may be required to recognize impairment charges or be subject to asset revaluations or downgrades.

Rentokil Initial has significant amounts of goodwill and intangible assets, such as customer lists. In accordance with applicable accounting standards, goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment by applying a fair-value based test annually, or more frequently if there are indicators of impairment, including:

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observable indications that the asset’s value has declined significantly more than would be expected as a result of the passage of time or normal use;

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significant changes with an adverse effect on the entity that have taken place, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates, or in the market to which an asset is dedicated;

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market interest rates or other market rates of return on investments have increased, and those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially;

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the carrying amount of the net assets of the entity is more than its market capitalization;

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evidence that there is obsolescence or physical damage of the asset;

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significant changes with an adverse effect on the entity that have taken, or are expected to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be used. These changes include the asset becoming idle, plans to discontinue or restructure the operation to which an asset belongs, plans to dispose of an asset before the previously expected date, and reassessing the useful life of an asset as finite rather than indefinite; and

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indication that the economic performance of an asset is, or will be, worse than expected.

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Based upon future economic and financial market conditions, the operating performance of Rentokil Initial and other factors, including those listed above, Rentokil Initial may incur impairment charges in the future, including in relation to the transaction in respect of goodwill created and the value at which assets were recognized at completion. It is possible that such impairment, if required, could be material. Any future impairment charges that Rentokil Initial is required to record could have a material adverse impact on its business, results of operations, financial condition and/or prospects.

Risks Relating to Legal and Compliance Matters

Government regulations and enforcement, and potential litigation, could have an adverse effect on Rentokil Initial’s financial results.

As a global company, Rentokil Initial is subject to many laws and governmental regulations across all of the countries in which it conducts business, including laws and regulations involving marketing, antitrust, anti-bribery or anti-corruption, consumer protection, product liability, environmental, health and safety, intellectual property, data privacy or other matters, as well as potential litigation or administrative actions.

If Rentokil Initial is unable to comply with all laws and regulations, it could negatively impact its reputation and business results. Rentokil Initial cannot provide assurance that its internal control policies and procedures, and ethics and compliance program will always protect it from acts committed by Rentokil Initial’s employees or agents. While it is Rentokil Initial’s policy and practice to comply with all legal and regulatory requirements applicable to its business, a finding that Rentokil Initial is in violation of, or out of compliance with, applicable laws or regulations could subject it to civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, any of which could adversely affect Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. Even if a claim is unsuccessful, is without merit or is not fully pursued, the negative publicity surrounding such assertions regarding Rentokil Initial’s products, processes or business practices could adversely affect Rentokil Initial’s reputation and brand image.

In addition, new or revised laws or regulations may alter the environment in which Rentokil Initial does business, which could adversely impact its financial results. For example, new legislation or regulations may result in increased costs to Rentokil Initial, directly for its compliance, or indirectly to the extent suppliers increase prices of goods and services because of increased compliance costs, excise taxes or the reduced availability of raw materials.

Following completion of the transaction, approximately 60% of the combined company’s total revenues is expected to come from North America and therefore the combined company may face increased exposure to potential future claims or litigation given the more litigious nature of the US market, including increased exposure to injunctive relief or damages granted by courts in respect of such claims, and regardless of the outcome of any litigation or claims, the combined company may incur additional costs in defending against such claims following completion of the transaction. An unfavorable outcome or settlement in any litigation may have an adverse effect on the combined company’s business, reputation, results of operations financial condition and/or prospects.

Termite damage claims and lawsuits related thereto could increase Rentokil Initial’s legal expenses and may adversely impact its business, reputation, results of operations, financial condition and/or prospects.

Following consummation of the transaction, Rentokil Initial’s business may become subject to a significant number of damage claims related to termite activity in homes/commercial premises, often accompanied by a termite damage warranty/guarantee. Currently Terminix is subject to a significant number of damage claims related to its termite control services and termite damage warranties/guarantees. Damage claims may include circumstances when a customer notifies Rentokil Initial that they have experienced damage and Rentokil Initial reaches an agreement to remediate that damage (a “Non-litigated Claim”); and circumstances when a customer directly initiates litigation or arbitration proceedings or when Rentokil Initial does not reach an agreement with a customer to remediate the damage and that customer initiates litigation or arbitration proceedings (a “Litigated Claim”). Some plaintiffs bringing Litigated Claims may

 

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seek to demonstrate a pattern and practice of fraud in connection with Litigated Claims and may seek awards, in addition to repair costs, which include punitive damages and damages for mental anguish. Rentokil Initial intends to defend these Litigated Claims vigorously, and Rentokil Initial intends to take decisive actions to mitigate increasing claims costs; however, Rentokil Initial cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can it give assurance that lawsuits or other proceedings related to termite damage claims will not materially affect its business, reputation, results of operations, financial condition and/or prospects.

In April 2021, the State of Mississippi brought litigation against Terminix related to its termite inspection and treatment practices (the “Mississippi Litigation”). Terminix disputes the claims made in the Mississippi Litigation and intends to defend the matter vigorously. However, given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for success on the merits, it is not possible to predict with certainty the outcome of the Mississippi Litigation. The combined company intends to defend the Litigated Claims, including the Mississippi Litigation, vigorously, and intends to take action to mitigate increasing claims costs; however, Rentokil Initial cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can it give assurance that lawsuits or other proceedings related to termite damage claims will not materially affect its business, reputation, results of operations, financial condition and/or prospects.

Following the completion of the transaction, the combined company’s business may also become subject to state regulator claims related to trade practices, including termite renewal pricing, inspection and treatment practices (a “Regulator Claim”). Terminix has been subject to such claims in the past and has entered into settlements, for example with the Office of the Attorney General of the State of Alabama (the “AL AG”) and other Alabama state regulators. The combined company intends to defend any Regulator Claims and intends to take action to mitigate claims costs; however, Rentokil Initial cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can it give assurance that lawsuits or other proceedings related to trade practices will not materially affect its business, reputation, results of operations financial condition and/or prospects.

Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

The pest control industry is subject to various laws and regulations regarding environmental and health and safety matters. Among other things, these laws regulate the emission or discharge of materials into the environment, the use, storage, treatment, disposal, transportation and management of hazardous substances and wastes, the impact of chemicals (including fumigant gases), as well as pesticide and biocide products, on human health and safety and the environment, and the protection of the health and safety of its employees and the public.

These laws also impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by former sites or by prior owners or operators of sites Rentokil Initial currently owns or operates. These laws and regulations can result in costs associated with transporting and managing hazardous materials and waste disposal and plant site clean-up, fines, penalties, orders requiring corrective action or suspending or otherwise impacting Rentokil Initial’s operations or other sanctions if it is found to be in violation of law, as well as modifications, disruptions or discontinuation of certain operations or types of operations including product recalls and reformulations. Changes in such laws and regulations, including among others, air, water, chemical and product regulations, could impact the sales of some of Rentokil Initial’s products or services. In addition to an increase in costs of manufacturing and delivering products, a change in production regulations or product regulations could result in interruptions to Rentokil Initial’s business and potentially cause economic or consequential losses should it be unable to meet the demands of its customers for products.

Products used by Rentokil Initial containing pesticides generally must be registered with the relevant governmental agencies or authorities before they can be sold or applied. The failure to obtain, or the cancellation of, any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on Rentokil Initial’s business, the severity of which would depend on the products involved, whether other products could be substituted and whether competitors were similarly affected. The

 

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pesticides Rentokil Initial uses are manufactured by independent third parties and are evaluated by the relevant governmental authorities or agencies as part of its ongoing exposure risk assessment. Any of these authorities or agencies may decide that a pesticide Rentokil Initial uses will be limited or will not be re-registered for use in the relevant jurisdiction. Rentokil Initial plc cannot predict the outcome or the severity of the effect of any particular authority’s or agency’s continuing evaluations. In addition, the use of certain pesticide products is regulated by various international, national, federal, state, provincial and local environmental and public health agencies and bodies. Some of Rentokil Initial’s products may also become subject to bans or restrictions due to animal cruelty concerns. Given Rentokil Initial’s dispersed locations, distributed operations and numerous employees and franchise associates, it may be unable to prevent violations of these or other laws and regulations or misuse of products by employees or others from occurring. Even if Rentokil Initial is able to comply with all such laws and regulations and obtain all necessary registrations and licenses, the pesticides or other products Rentokil Initial applies or uses, or the manner in which it applies or uses them, could be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. The laws and regulations may also apply to third-party vendors who are hired to repair or remediate property and who may fail to comply with environmental laws, health and safety laws and regulations and subject Rentokil Initial to risk of legal exposure. The costs of compliance, non-compliance, investigation, remediation, combating reputational harm or defending civil or criminal proceedings, products liability, personal injury or other lawsuits could have a material adverse impact on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

International, national, federal, state, provincial and local agencies and bodies regulate the disposal, handling and storage of waste, discharges from Rentokil Initial’s facilities and the investigation and clean-up of contaminated sites. Rentokil Initial could incur significant costs, including investigation and clean-up costs, fines, penalties and civil or criminal sanctions and claims by third parties for property damage and personal injury, as a result of violations of, or liabilities under, such laws and regulations enforced by these agencies and bodies. Liability under laws and regulations can be imposed on a joint and several basis and without regard to fault or the legality of the underlying conduct. In addition, potentially significant expenditures could be required to comply with environmental, health and safety laws and regulations, including requirements that may be adopted or imposed in the future.

A violation of health and safety or environmental laws or regulations relating to Rentokil Initial’s operations or a failure to comply with the instructions of relevant health and safety authorities, environmental agencies or internal policies could lead to, among other things, personal injury, negative publicity and reputational damage, fines, costly compliance procedures, litigation and withdrawal of licenses to operate. Such violations could, therefore, have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on its business.

Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Ensuring that its collection, use, transfer, storage and other processing of personal information complies with such requirements can increase operating costs, impact the development of new products or services, and reduce operational efficiency.

Internationally, virtually every jurisdiction in which Rentokil Initial operates has established its own data privacy and security legal framework with which it must comply. The cost of compliance, and the potential for fines and penalties for non-compliance, with data privacy and security laws and regulations may have a significant adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

If Rentokil Initial is otherwise unable to transfer personal data between and among countries and regions in which it operates, it could affect the manner in which Rentokil Initial provides its services, the geographical location or segregation of its relevant systems and operations, and could adversely affect its financial results. In addition, such procedures and controls, which Rentokil Initial operates to comply with

 

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relevant data privacy and security requirements in the jurisdictions it operates, may not be effective in ensuring compliance or preventing unauthorized transfers of personal data.

While Rentokil Initial strives to publish and prominently display privacy policies that are accurate, comprehensive and compliant with applicable laws, rules, regulations and industry standards, it cannot ensure that its privacy policies and other statements regarding its practices will be sufficient to protect it from claims, proceedings, liability or adverse publicity relating to data privacy and security. Although Rentokil Initial endeavors to comply with its privacy policies, Rentokil Initial may at times fail to do so or be alleged to have failed to do so. If its public statements about its use, collection, disclosure and other processing of personal information, whether made through its privacy policies, information provided on its website, press statements or otherwise, are alleged to be deceptive, unfair or misrepresentative of its actual practices, Rentokil Initial may be subject to potential government or legal investigation or action.

Rentokil Initial’s compliance efforts are further complicated by the fact that data privacy and security laws, rules, regulations and standards around the world are rapidly evolving, may be subject to uncertain or inconsistent interpretations and enforcement, and may conflict among various jurisdictions. Any failure or perceived failure by Rentokil Initial to comply with its privacy policies, or applicable data privacy and security laws, rules, regulations, standards or contractual obligations, or a security breach that leads to theft or other unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, including customer, employee, supplier or Rentokil Initial’s proprietary, sensitive or confidential data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against it, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could lead to significant reputational damage, distract management and technical personnel, increase its costs of doing business, adversely affect the demand for its products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes Rentokil Initial pays and its profitability.

Rentokil Initial operates across many different tax jurisdictions and is subject to periodic tax audits which sometimes challenge the basis on which local tax has been calculated and/or withheld. Successful challenges by local tax authorities may have an adverse impact on profitability and cash flow. Unanticipated non-compliance with relevant tax legislation and/or reporting requirements may result in material unprovided tax charges relating to prior years which could have a material adverse effect on Rentokil Initial’s financial condition and/or prospects.

The completion of the transaction will result in Rentokil Initial becoming subject to U.S. regulations which differ from the regulations to which Rentokil Initial is currently subject. Current and future U.S. regulations could have an adverse effect on the results of operations, business and financial position of Rentokil Initial following completion of the transaction.

Following the completion of the transaction, as a result of the registration of Rentokil Initial ADSs with the SEC, it is expected that Rentokil Initial will be subject to U.S. securities laws, including the Sarbanes-Oxley Act. These regulations are different from the regulations to which Rentokil Initial is currently subject and therefore pose an increased compliance burden on Rentokil Initial and, particularly where supplemented by new regulations, could lead to higher costs and greater complexity, and potential reputational damage, regulatory sanctions or fines in connection with breach. Following the completion of the transaction, the combined company could face increased exposure to other U.S. federal, state and local laws and regulations (including tax laws), including the U.S. Foreign Corrupt Practices Act of 1977, with respect to Rentokil Initial’s worldwide activities, as a result of its increased presence in the U.S. The enactment of unduly onerous and restrictive regulation may adversely affect Rentokil Initial’s share price and could have a material adverse effect on the results of operations, business and/or financial condition of Rentokil Initial.

 

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As a “foreign private issuer”, Rentokil Initial plc would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and governance requirements of the NYSE that apply to a U.S. domestic issuer. It is possible that Rentokil Initial could lose foreign private issuer status in the future. The determination of foreign private issuer status is made annually on the last business day of an issuer’s second fiscal quarter. As such, Rentokil Initial will re-assess its status as a foreign private issuer as of the last business day of the second fiscal quarter of 2023. Rentokil Initial would lose foreign private issuer status if more than 50% of its common shares are directly or indirectly held by residents of the United States and it fails to meet the additional requirements necessary to maintain its foreign private issuer status. These additional requirements relate to the citizenship and residency of its directors and officers, the location of its assets and whether its business is principally administered in the United States. If Rentokil Initial ceases to be a foreign private issuer, it will be required to comply with reporting, disclosure, compliance and governance requirements that are applicable to U.S. domestic issuers. This could result in significant additional legal, accounting and other expenses, as well as increased demands on management’s time.

Risks Relating to Financing

Adverse credit and financial market events and conditions could, among other things, impede access to or increase the cost of financing, which could have a material adverse impact on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

Disruptions in credit or financial markets could make it more difficult for Rentokil Initial to obtain, or increase its cost of obtaining, financing for its operations or investments or to refinance its indebtedness, or cause lenders to depart from prior credit industry practice and not give technical or other waivers under applicable agreements governing such indebtedness to the extent Rentokil Initial may seek them in the future, thereby causing it to be in default. There is no assurance that Rentokil Initial will be able to refinance or extend the maturity of its indebtedness on favorable terms, or at all. Any inability to refinance Rentokil Initial’s indebtedness on favorable terms could have a material adverse effect on its business, results of operations, financial condition and/or prospects.

The agreements and instruments governing Rentokil Initial’s indebtedness contain restrictions and limitations that could impact Rentokil Initial’s ability to operate its business.

As of December 31, 2021, Rentokil Initial had aggregate outstanding indebtedness of approximately £2.0 billion. The agreement governing Rentokil Initial’s revolving credit facility maturing February 2027, which is expected to increase to US$1 billion at closing (the “RCF”), the Bridge and Term Facilities Agreement and the New Senior Notes contain undertakings that, collectively, among other things, restrict Rentokil Initial’s ability to: (i) transfer or sell assets by way of a Class 1 transaction (as such term is defined in the FCA’s Listing Rules); (ii) create security over its assets in excess of a certain amount; (iii) issue debt instruments at subsidiary level in excess of a certain amount; and (iv) issue trade instruments in excess of a certain amount.

Rentokil Initial’s ability to comply with the undertakings and restrictions contained in each of the agreement governing the RCF, the Bridge and Term Facilities Agreement, the New Senior Notes and the instruments governing their other indebtedness may be affected by economic, financial and industry conditions beyond its control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders or noteholders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, Rentokil Initial may be unable to borrow under the RCF and/or any such other facility and may not be able to repay the amounts due under such facility or its other outstanding indebtedness. This could have materially adverse consequences to Rentokil Initial’s (and with effect from completion of the transaction, the combined company’s) business, reputation, results of operations, financial condition and/or prospects and could cause it to become bankrupt or insolvent.

A lowering or withdrawal of the ratings, outlook or watch assigned to its debt securities by rating agencies may increase Rentokil Initial’s future borrowing costs and reduce its access to capital.

Rentokil Initial’s indebtedness has primarily investment grade ratings, and any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment,

 

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current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to Rentokil Initial’s business. Any future lowering of its ratings, outlook or watch likely would make it more difficult or more expensive for Rentokil Initial to obtain debt financing.

The additional indebtedness that Rentokil Initial will incur in connection with the completion of the transaction could adversely affect the combined company’s financial position, including by decreasing Rentokil Initial’s, and with effect from the consummation of the transaction, the combined company’s, business flexibility and resulting in a decline in the combined company’s credit rating.

Following the consummation of the transaction, the combined company will have increased borrowings compared to Rentokil Initial’s historic level of borrowings. Rentokil Initial’s consolidated borrowings were approximately £2.0 billion (US$2.6 billion converted at the £:$ exchange rate on December 31, 2021) as of December 31, 2021.

Rentokil Initial may incur up to US$2.7 billion of additional debt in connection with the completion of the transaction, of which approximately US$2 billion (as of the date of this proxy statement/prospectus) has been incurred. For further information, see the section of this proxy statement/prospectus entitled “The Merger Proposal — The Rentokil Initial Debt Financing” beginning on page 119. This increased level of borrowing could have the effect, among other things, of reducing the combined company’s flexibility to respond to changing business and economic conditions and will have the effect of increasing the combined company’s interest expenses. In addition, the amount of cash required to service the combined company’s increased borrowing levels and increased aggregate dividends following consummation of the transaction and thus the demands on the combined company’s cash resources will be greater than the amount of cash flows required to service Rentokil Initial’s borrowings and pay dividends prior to the transaction. The increased levels of borrowings and any dividends following consummation of the transaction could also reduce funds available for the combined company’s investments in M&A, research and development, capital expenditures and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels.