Compulsory Acqn of Shares etc

Rentokil Initial PLC 21 June 2000 RENTOKIL INITIAL plc Recommended Offer for the entire issued share capital of Ratin A/S The following is a translation of an announcement which was made by Rentokil Initial plc in Copenhagen today: The Copenhagen Stock Exchange 21 June 2000 6 Nikolaj Plads DK - 1007 Copenhagen K Facsimile No. +45 33 12 86 13 MANDATORY EXCHANGE OFFER TO THE SHAREHOLDERS IN RATIN A/S DEMAND FOR COMPULSORY ACQUISITION On 30 March 2000 Rentokil Initial plc ('Rentokil Initial') made a voluntary offer to the shareholders of Ratin A/S ('Ratin') to exchange their A and B shares in Ratin for newly issued ordinary shares in the capital of Rentokil Initial (the 'Voluntary Offer'). The offer period of the Voluntary Offer, after being extended, expired on 29 May 2000. At that date, as a result of acceptances of the Voluntary Offer, Rentokil Initial held more than 90 per cent of Ratin's share capital, representing more than 90 per cent of the voting rights. MANDATORY OFFER In order to comply with the Danish Securities Trading Act and the Danish Securities Council's Executive Order No. 827 of 10 November 1999, Rentokil Initial has today made a mandatory offer to the remaining shareholders of Ratin to exchange each of their A and B shares in Ratin for 34.706 new Rentokil Initial ordinary shares ('the Mandatory Offer'). The offer document has been filed with the Copenhagen Stock Exchange and the offer advertisement will appear in tomorrow's edition of Berlingske Tidende. The consideration under the Mandatory Offer is identical to that under the Voluntary Offer. The Board of Ratin recommends that Ratin shareholders accept the Mandatory Offer. The full terms of the Mandatory Offer are set out in the offer document. The offer document is being distributed to shareholders listed in Ratin's register of shareholders except shareholders resident in Australia, Canada, Japan and certain states in the United States where making the Mandatory Offer would be illegal under the laws of that state. The offer document can be obtained from Den Danske Bank, Emission, 2-12 Holmens Kanal, DK - 1092 Copenhagen K, phone no. +45 33 44 51 30, facsimile no. +45 33 44 50 78. COMPULSORY ACQUISITION In accordance with Ratin's articles of association (as amended at the extraordinary general meeting on 15 June 2000), Rentokil Initial has also today given notice to the remaining shareholders of Ratin requiring them to transfer their shares in Ratin to Rentokil Initial in exchange for new Rentokil Initial ordinary shares (the 'Notice'). The consideration for the compulsory acquisition, being the exchange of 34.706 new Rentokil Initial ordinary shares for each A or B share in Ratin, is identical to the consideration offered under the Voluntary Offer and the Mandatory Offer. However, Ratin shareholders who are resident in Canada, Australia, Japan and certain states in the United States (where the issue of new Rentokil Initial ordinary shares in exchange for Ratin shares would be illegal under the laws of that state) will receive the cash equivalent of the new Rentokil Initial ordinary shares to which they would have been entitled. The cash equivalent will be calculated on the basis of the closing middle market price of 153.25p per Rentokil Initial ordinary share on 16 June 2000 (being the latest practicable date prior to the printing of the Notice document). The Notice has been sent to all registered shareholders of Ratin, and a demand advertisement will be published in tomorrow's edition of Berlingske Tidende. QUERIES Queries in connection with the Mandatory Offer and the Notice should be directed to: Den Danske Bank, Emission, Holmens Kanal 2-12, DK-1092 Copenhagen K, phone +45 3344 5130, fax +45 3344 5078 This announcement is not being and must not be distributed or sent in, into or from Canada, Australia, Japan or any state in the United States where the making of the Mandatory Offer or the giving of the Notice would be illegal under the laws of that state (an 'Excluded State') (whether by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Canada, Australia, Japan or any Excluded State) and doing so may render invalid any purported acceptance. Rentokil Initial plc Ratin A/S
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