Raphoe Proposals

Raphoe  Management
                  

Rentokil Initial plc
Raphoe Proposals

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES

Raphoe Management Limited

Proposals for the appointment of Sir Gerry Robinson as Executive Chairman of
Rentokil Initial plc ("Rentokil") and for the return to shareholders of up to
35p per Rentokil share

As previously announced by Raphoe Management Limited ("Raphoe") on 22 and 30
August, 2005, soundings have been taken from certain Rentokil shareholders.

Sir Gerry has now completed his initial assessment of Rentokil and formulated
the plans he would like to implement for the business.

The following are the proposals which Raphoe now intends to put to the Board of
Rentokil and its advisers for their consideration.

1. Sir Gerry to be appointed executive chairman of Rentokil on terms to be
agreed with the Remuneration Committee of Rentokil and reflecting current
conditions for holders of similar offices in other similar sized UK companies.

2. Subject, inter alia, to a detailed review of Rentokil's financial condition,
to the agreement of the trustees of the Rentokil Pension Schemes, to discussions
with its credit rating agency in order to determine the level of leverage at
which Rentokil maintains its investment grade rating and negotiation of bank
funding on terms and conditions acceptable to the then Board of Rentokil, it
would be the intention of Sir Gerry, once appointed chairman, to recommend to
the then Board of Rentokil a proposal that up to 35p per share should be
returned to shareholders, by means which are yet to be determined and discussed,
such as a Scheme of Arrangement.

3. Sir Gerry to devote himself full-time to Rentokil for a period of three to
five years, as required and Sir Gerry to accept no other appointment as a
director of any public or private company whilst full-time chairman of Rentokil.

4. Sir Gerry would assess the strengths of the existing management team and
implement any changes which were required, in some cases through appointing
external candidates who have already been identified but would only be
approached if needed to fill any identified deficiencies.

5. Raphoe to release Sir Gerry from his five year contract and to undertake to
make no other acquisitions or investments whilst Sir Gerry is chairman of
Rentokil.

6. The consideration for Raphoe releasing Sir Gerry from his five year contract
and entering into these arrangements, would be the issue to Raphoe in four
approximately equal tranches each of 11.6 million new shares in Rentokil
(approximately 0.64% of the issued share capital), the first being due on Sir
Gerry's appointment as executive chairman, and the remainder on its anniversary
in each year from 2006 to 2008 provided that Sir Gerry has not resigned as
full-time chairman at each such date. Raphoe would meet all its own professional
and other costs and the first tranche of Rentokil shares to be issued to Raphoe
would be used for this purpose. The proposals would result in a maximum number
of approximately 46.3 million Rentokil shares being issued to Raphoe over the
three year period, representing approximately 2.55% of the current issued share
capital. Sir Gerry owns 72% of Raphoe, and would receive such proportion of the
total Rentokil shares to be issued under the proposals representing a maximum
(on the 2008 anniversary) of 1.84% of Rentokil's share-capital.

Raphoe hopes that the Board of Rentokil will consult as widely as possible with
its shareholders before formulating a response to these proposals. Should the
Board not respond positively to these proposals and it become apparent that this
is contrary to the wishes of a significant body of its shareholders, Raphoe
reserves the right to pursue its proposals by other means, which could include
either approaching shareholders with a view to convening an Extraordinary
General Meeting to approve these proposals, or making an offer for the entire
issued share capital of Rentokil. Such an offer, if made, could either be in
Raphoe shares with a cash element or in Raphoe shares alone. In the latter event
Sir Gerry would subsequently seek to pursue the proposal set out in paragraph 2
above. As making an offer would be more costly to Raphoe than approaching
shareholders with a view to convening an Extraordinary General Meeting, there
can be no certainty that an offer would incorporate the terms set out in
paragraph 6 above.

This announcement does not constitute a firm intention to make an offer and,
accordingly, there can be no certainty that any offer will be made or as to the
terms of any offer.

A further announcement will be made in due course.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of Rentokil, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Rentokil is required to disclose, by not later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction, dealings
in such securities of that company (or in any option in respect of, or
derivative referenced to, any such securities) during the period to the date on
which the offer becomes or is declared unconditional as to acceptances or lapses
or is otherwise withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Rentokil by Raphoe or Rentokil, or by any of their respective
"associates" (within the meaning of the City Code) must also be disclosed.

If you are in any doubt as to the application of Rule 8, to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number [phone]; fax [phone].
                           Robinson          c/o Cubitt Consulting, 020 7367 5100

Europa Partners Limited:
David von Simson            020 7661 9338

Cubitt Consulting:
Simon Brocklebank-Fowler    020 7367 5100


NOTES TO EDITORS

Raphoe

In January 2005, Sir Gerry Robinson entered into arrangements with the other
future shareholders of Raphoe whereby in certain circumstances Raphoe would have
the exclusive benefit of his full-time services for a period of five years. On
20th July, 2005, Raphoe issued a press release setting out its objectives. These
were stated to be:

--  The identification of underperforming companies and their acquisition

for cash and paper such that existing shareholders would own at least 90% of the
target after the takeover.

--  There would be a change of management and an improved capital structure, but
    no change of shareholder control.

--  Existing shareholders would not immediately realise the traditional takeover
    premium, but would get part of their investment back in cash at once, an
    improved management team and capital structure, and retain the possible
    upside that might arise from a third party bid at a future date.

Sir Gerry's CV

Sir Gerry Robinson left St Mary's College, Castlehead, Lancashire, at the age of
17 and joined Matchbox Toys in 1965. He stayed there for 9 years before moving
to the Lex (Transport) Group.

He joined Grand Metropolitan as the finance director of the UK Coca-Cola
business in 1980, becoming its managing director in 1982. He then took up the
position of chief executive of Grand Met's Contract Services division. In 1987,
he led the management buyout of the business (which was later renamed the
Compass Group) from Grand Met and was chief executive of Compass until 1991.

He joined Granada Group as chief executive in 1991, overseeing Granada's
takeover of Forte Hotels in 1996. He became chairman of Granada in 1996.

Amongst other executive positions, Sir Gerry has been chairman of British Sky
Broadcasting Group plc, chairman of London Weekend Television, chairman of ITN,
and a director at Savoy Hotels plc. Sir Gerry was Non-Executive Chairman of
Allied Domecq plc between 2002 and 2005.

He was chairman of the Arts Council of Great Britain between 1998 and 2004.

He was knighted in the 2004 New Year's Honours for services to the Arts and
Business.