Result of Tender Offer for Notes due 2021

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Rentokil Initial plc announces results of its Tender Offer for its
€350,000,000 3.250 per cent. Senior Unsecured Guaranteed Notes due 7 October 2021 unconditionally and irrevocably guaranteed by Rentokil Initial 1927 plc

20 November 2020. Rentokil Initial plc (the Offeror) announces today the results of its invitation to holders of its outstanding €350,000,000 3.250 per cent. Senior Unsecured Guaranteed Notes due 7 October 2021 unconditionally and irrevocably guaranteed by Rentokil Initial 1927 plc (the Notes) to tender their Notes for purchase by the Offeror for cash (such invitation, the Offer).

The Offer was announced on 12 November 2020 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 12 November 2020 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 19 November 2020.

As at the Expiration Deadline, the Offeror had received valid tenders of €174,296,000 in aggregate nominal amount of the Notes for purchase pursuant to the Offer. The Offeror announces that it has decided to increase the Maximum Aggregate Purchase Price in order to set the Final Acceptance Amount at €174,296,000.  

The Purchase Price the Offeror will pay for those Notes accepted for purchase pursuant to the Offer is 102.203 per cent. of their nominal amount, and the Offeror will also pay an Accrued Interest Payment in respect of such Notes.

A summary of the final results of the Offer appears below:

*              The terms and conditions of the Notes provide for an optional issuer call at €1,000 per €1,000 in nominal amount of the Notes on any date from (and including) 7 July 2021.

Settlement of the purchase of the relevant Notes pursuant to the Offer is expected to take place on 23 November 2020, after which €175,704,000 in aggregate nominal amount of the Notes will remain outstanding.

ING Bank N.V., London Branch (Telephone: +44 20 7767 6784; Attention: Liability Management Team; Email: [email protected]); and Merrill Lynch International (Telephone: +44 20 7996 5420; Attention: Liability Management Group; Email: [email protected]) are acting as Dealer Managers for the Offer.

Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet; Email: [email protected]) is acting as Tender Agent for the Offer.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.