Final Results - Year Ended 31 December 1999

Rentokil Initial PLC 01 March 2000 Rentokil Initial Rentokil Initial, the world's largest business service company, today announces:- - 1999 results showing an increase in profits of 10.3% to £541 million, earnings per share up 10.2% to 13.47p and the dividend up by 11.1% to 4.11p (the detailed preliminary announcement is attached); - that it is intending to buy back up to 25% of its share capital (i.e. approximately £1.5 billion) and is initially seeking shareholder approval to buy back up to 15% through the market; - an all share take-over offer for Ratin, a publicly listed Danish company, whose assets are a 32.1% stake in Rentokil Initial and associated cash. The board of Ratin will be recommending the offer which will be on a 'see through' basis so that, when completed, it will result in a large number of shareholders in Ratin holding between them some 32% of the Rentokil Initial share capital. Commenting on these developments, Sir Clive Thompson, the Chief Executive of Rentokil Initial, said:- 'The 1999 results are in line with the Board's forecast made at the time of the interim results last year and represent sound growth of 10.5% in our core activities with our non-core activities also contributing to the overall growth of 10.3% to £541m. 'Our programme to dispose of our non-core activities is making good progress and we expect to announce further disposals shortly. 'The proposal to buy back up to 25% (approximately £1.5bn) of our own shares also represents an important strategic step to improve shareholder returns and reduce our cost of capital by utilising disposal proceeds and increasing borrowings to return cash to shareholders. 'Finally, the takeover of Ratin will give us a large number of new Danish and other international shareholders and enhance the free float and liquidity of the shares.' Attached are:- * The Preliminary Results for 1999 * Further details of the share buy-back * Further details of the offer for Ratin * Press enquiries:- Sir Clive Thompson ) 01342 833022 ) C T Pearce Preliminary Statement - Year to 31st December 1999 1999 Results Turnover increased by 2.9% to £2,983 million Profits increased by 10.3% to £541 million Earnings per share increased by 10.2% to 13.47p Dividend increased by 11.1% to 4.11p These results, with a profits growth of 10.3% and earnings per share up 10.2%, are in line with the forecast made at the time of the interim results in August last year. At constant exchange rates, turnover would have increased by 2.8%, profits by 10.9% and earnings per share also by 10.9%. Turnover and profits growth was good in many businesses, particularly in our higher margin core businesses such as UK and European textile services and healthcare, UK and European security and UK education and training. Reflecting the improvement in the Asia economies, Asia Pacific showed a return to growth in turnover and profits but USA was disappointing. Overall turnover growth was held back both by contract losses in low margin businesses early in the year (as referred to at the half year) and by lower growth in the turnover of our non- core activities which we are currently selling. Our core activities showed turnover growth of 3.4% to £1,988m and profits growth of 10.5% to £434m whilst our non-core businesses saw turnover growth of 1.9% and profits growth of 9.6% to £107m. Trading - By business stream * Hygiene Services showed a good increase in turnover of 4.8% to £930m, which would have been an increase of 5.0% at constant rates. Margins also improved and profit grew by 12.8% at actual rates to £226m (up 13.4% at constant rates). There was good growth in textile services and healthcare, particularly in UK and Europe with Asia Pacific also returning to good growth. * Personnel Services turnover fell by 1.7% at actual rates to £331m which would have been a fall of 3.1% at constant rates. This fall was a result of the large fall in turnover in the (non core) US personnel business. Margins improved well and profits grew by 6.8% (up 6.0% at constant rates) to £40.9m, with UK education and training (part of our core activities) producing excellent growth despite the poor performance by US personnel services. * Pest Control Services showed turnover increasing by 2.7% at actual rates to £192m which would have been up 3.2% at constant rates with profits growing by 3.8% to £69.1m (up 4.4% at constant rates). This was a result of low growth in the UK with net contract additions improving, coupled with good growth in Europe including in Germany and good growth in Asia Pacific with business in Asia returning to growth in the second half. * Property Services turnover fell by 10.7% at actual rates to £282m (which would have been an 11.1% fall at constant rates) but margins were improved to give profits of £42.5m, a reduction of 5.6% at actual rates (down 6.0% at constant rates). This sector was impacted by the loss of low margin business in UK catering and UK management services. Tropical plants showed good growth in UK and Europe offsetting investment costs in the US business. This sector also includes the non-core timber preserving and resort management businesses but the results of these are not material. * Security Services produced a 7.6% growth in turnover at actual rates to £459m which would have been up 7.3% at constant rates with improved margins giving good growth of 8.4% in profits to £51.4m (up 8.4% at constant rates). There was excellent growth in the UK, both in electronic security and manned guarding but results in Europe were affected by poor results in Belgian cash-in-transit and with North America also disappointing. * Transport Services, which mainly comprises our non-core plant hire and distribution businesses, showed turnover up by 5.8% to £789m which would have been up 6.2% at constant rates and profits up 8.4% to £121m at actual rates (up 9.6% at constant rates). There was good growth in the non-core, distribution activities in UK and Europe but results in US distribution (non-core and now sold) were very disappointing as was USA plant services where, although turnover growth was good, profits were held back by a regional strike and the effects of the disposal process. * Database marketing; the programme has now been fully launched in the UK and this is being trialled in European countries during the first half of 2000 with launches in the major European countries during the second half of 2000. Sales should show a benefit from this and other marketing initiatives during 2000. By geographic area * United Kingdom turnover was down 1.0% to £1,335m. Margins improved to give operating profits of £286m, up by 7.3%. There was strong profit growth in textile services and healthcare, as well as in tropical plants, electronic and manned security and in education and training. Pest control saw low growth. In non-core activities there was low growth in distribution and in plant services with good growth in personnel services. * Europe showed an excellent turnover growth of 10.5% at actual exchange rates to £729m, which would have been up 12.2% at constant rates. Margins also improved to give a 27.3% increase in profits to £144m (an increase of 29.2% at constant rates). Particularly strong profit growth was seen in textile services and healthcare as well as in tropical plants with good growth in pest control. Security was disappointing particularly in Belgian cash-in-transit whilst, in the non-core activities, distribution showed good growth. * North America showed an increase in turnover of 2.5% at actual rates to £774m, which would have been flat at constant rates, with a fall in turnover in the low margin US personnel services and in US distribution (which has subsequently been sold) offset particularly by growth in manned guarding and plant services. Profits were down by 14.3% (down 16.4% at constant rates) to £74.2m mainly reflecting the poor performance of the non-core activities of US personnel services, US distribution and also of US plant services which were impacted by a regional strike and the effects of the sale process. In tropical plants, investment held back profits. * Asia Pacific and Africa showed an increase in turnover of 6.7% (at actual rates) to £146m which would have been an increase of 10.4% at constant rates. Margins were also improved to give an increase in profits of 8.8% at actual rates to £46.9m, which would have been an increase of 13.5% at constant rates. Our Asian businesses are now returning to growth with the improvements in the local economies. Australia and South Africa showed good growth. Cash Flow There was strong cash flow in the year of £329m (after capital investment but before acquisitions, dividends and purchase of own shares) compared with £293m last year. Year 2000 - IT Our programme to ensure that our IT software and hardware would function through the year end 1999 into the year 2000 was completed successfully and no problems were encountered. Acquisitions During 1999 we spent £12.1m on 13 acquisitions (including deferred payments). These acquisitions included our entry into pest control in Taiwan and bolt-on acquisitions to our security alarm businesses in France and UK and to our textile rental business in Netherlands as well as to the tropical plants businesses in Australia, France and Denmark and the manned guarding business in the USA. Dividend A final net dividend of 2.91p per share is proposed (1998: 2.63p) to be paid on 12th May 2000 to shareholders on the register on 14th April 2000 to give a total dividend for the year of 4.11p. Objective To substantially outperform the support services sector (as measured by total shareholder return) over the next five years - through a constant focus on our core activities and a continual drive to improve the quality of service delivery, the quality of technical leadership, the quality of culture, the quality of management and the quality of earnings. Strategy To develop a global business services company with a focused range of high growth and high quality services which ideally should be cash generative and in non-cyclical markets. These are marketed in the major developed economies of the world, using the combined strength of the 'Rentokil' and 'Initial' brands. Core Our core activities are:- Activities - Hygiene Services - Personnel Services - Education and Training - Pest Control - Property Services - All except Timber Preserving and Resort Management - Security Services - Electronic Security and Manned Guarding - Transport Service - Parcels Delivery Non-Core Our non-core activities are:- Activities - Personnel Service - Temporary Staffing in the UK and USA - Property Services - Timber Preserving and Resort Management - Transport Services - Plant hire in the UK and USA and the distribution businesses in USA, UK and Europe The core activities will be our focus both for organic and acquisition growth and, as already announced, we are in the process of disposing of our non-core activities which, in 1999, had turnover of £995m (33.3% of the company) and profit of £107m (19.8% of the company). We have already announced, in January this year, the sale of our US distribution business for $80m (£50m) and expect to announce further disposals of other non-core activities shortly to provide total proceeds of some £600m to £700m. Share Buy Back The company is intending to buy back up to 25% of its shares (approximately £1.5bn) and, as an initial step, is seeking shareholder approval to buy back up to 15% through the market. Prospects for The Board expects continued growth in the core businesses 2000 during 2000 though the overall results will be affected by the sale of the non-core businesses and the proposed share buy-back programme. Issued for Rentokil Initial plc, Felcourt, East Grinstead, West Sussex RH19 2JY 1998 1999 Increase Actual Constant Actual Constant Actual £m exchange £m exchange % rates rates £m % BUSINESS ANALYSIS TURNOVER Hygiene Services 887.6 931.8 930.1 5.0 4.8 Personnel Services 337.0 326.5 331.2 (3.1) (1.7) Pest Control Services 186.8 192.8 191.9 3.2 2.7 Property Services 315.7 280.7 281.9 (11.1) (10.7) Security Services 426.9 458.1 459.3 7.3 7.6 Transport Services 745.3 791.4 788.6 6.2 5.8 2,899.3 2,981.3 2,983.0 2.8 2.9 PROFIT Hygiene Services 200.2 227.1 225.9 13.4 12.8 Personnel Services 38.3 40.6 40.9 6.0 6.8 Pest Control Services 66.6 69.5 69.1 4.4 3.8 Property Services 45.0 42.3 42.5 (6.0) (5.6) Security Services 47.4 51.4 51.4 8.4 8.4 Transport Services 111.9 122.6 121.3 9.6 8.4 Net interest expense (18.8) (9.2) (10.0) 490.6 544.3 541.1 10.9 10.3 GEOGRAPHIC ANALYSIS TURNOVER United Kingdom 1,348.2 1,334.9 1,334.9 (1.0) (1.0) Continental Europe 659.6 740.4 728.7 12.2 10.5 North America 754.8 755.1 773.6 - 2.5 Asia Pacific & Africa 136.7 150.9 145.8 10.4 6.7 2,899.3 2,981.3 2,983.0 2.8 2.9 PROFIT United Kingdom 266.4 285.8 285.8 7.3 7.3 Continental Europe 113.3 146.4 144.2 29.2 27.3 North America 86.6 72.4 74.2 (16.4) (14.3) Asia Pacific & Africa 43.1 48.9 46.9 13.5 8.8 Net interest expense (18.8) (9.2) (10.0) Profit Before Tax 490.6 544.3 541.1 10.9 10.3 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st DECEMBER 1999 1998 £m £m £m TURNOVER (including share of associates) Continuing operations 2,970.8 2,899.3 Acquisitions 12.2 - TURNOVER (including share of associates) 2,983.0 2,899.3 Less share of turnover of associates (19.9) (20.9) Turnover 2,963.1 2,878.4 Cost of Sales (2,328.5) (2,289.4) Gross profit 634.6 589.0 Administrative expenses (88.1) (84.3) Operating profit Continuing operations 545.2 504.7 Acquisitions 1.3 - 546.5 504.7 Share of profit of associates 4.6 4.7 Profit on ordinary activities before interest 551.1 509.4 Interest payable (net) Continuing operations (9.7) (18.8) Acquisitions (0.3) - (10.0) (18.8) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 541.1 490.6 Tax on profit on ordinary activities (154.5) (139.8) Profit on ordinary activities after taxation 386.6 350.8 Equity minority interests (1.3) (1.2) PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO SHAREHOLDERS 385.3 349.6 Dividends (117.6) (105.9) Retained profit for the financial year 267.7 243.7 EARNINGS PER 1P SHARE 13.47p 12.22p DILUTED EARNINGS PER 1P SHARE 13.43p 12.17p DIVIDEND PER 1P SHARE (NET) 4.11p 3.70p CONSOLIDATED BALANCE SHEET at 31st December 1999 1998 £m £m (restated) FIXED ASSETS Intangible assets 55.5 46 8 Tangible assets 890.9 871.9 Investments 34.5 26.2 980.9 944.9 CURRENT ASSETS Stocks 64.5 60.4 Debtors 591.4 576.5 Short term deposits and cash 353.7 180.3 1,009.6 817.2 Liabilities due within one year Creditors (770.0) (752.6) Bank and other borrowings (190.3) (132.4) (960.3) (885.0) Net current assets/(liabilities) 49.3 (67.8) Total assets less current liabilities 1,030.2 877.1 Liabilities due after one year Creditors (14.3) (19.3) Bank and other borrowings (252.2) (342.1) Provisions for liabilities and charges (301.6) (322.0) NET ASSETS 462.1 193.7 EQUITY CAPITAL & RESERVES Called up share capital 28.7 28.7 Share premium account 35.7 32.6 Reserves 392.8 127.8 EQUITY SHAREHOLDERS' FUNDS 457.2 189.1 Equity minority interests 4.9 4.6 CAPITAL EMPLOYED 462.1 193.7 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st DECEMBER 1999 1998 £m £m OPERATING ACTIVITIES Operating profit 546.5 504.7 Depreciation charge 191.9 168.4 Working capital (54.6) (83.2) Net cash inflow from operating activities 683.8 589.9 Dividends received from associates 1.0 1.6 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 29.9 28.6 Interest paid (40.6) (45.5) Interest element of finance lease payments (3.6) (3.5) Dividends paid to minority interests (0.8) (0.4) Net cash outflow from returns on investments and servicing of finance (15.1) (20.8) TAXATION Tax paid (128.5) (81.3) CAPITAL EXPENDITURE Purchase of tangible fixed assets (285.5) (249.1) Less: financed by leases 18.1 14.2 (267.4) (234.9) Sale of tangible fixed assets 54.7 38.2 Net cash outflow for capital expenditure (212.7) (196.7) Purchase of own shares for share option schemes (6.0) (17.1) (218.7) (213.8) ACQUISITIONS AND DISPOSALS Purchase of companies and businesses (13.0) (51.7) Less: net debt acquired 0.9 0.6 (12.1) (51.1) EQUITY DIVIDENDS PAID Dividends paid to shareholders (109.7) (92.7) Net cash inflow before financing 200.7 131.8 MANAGEMENT OF LIQUID RESOURCES Movement in short term deposits with banks (0.4) (3.6) FINANCING Issue of ordinary share capital 3.1 6.8 Net loan movements 11.3 (164.3) Finance lease payments (13.8) (9.7) Net cash inflow/(outflow) from financing 0.6 (167.2) Increase/(decrease) in net cash 200.9 (39.0) RECONCILIATION OF NET DEBT Net debt at 1st January (294.2) (410.5) Cash flows 200.9 (39.0) Loans acquired with subsidiaries (0.9) (0.6) Movement in loans (11.3) 164.3 Movement in deposits 0.4 3.6 Finance lease movements (4.4) (4.5) Exchange adjustments 20.7 (7.5) Net debt at 31st December (88.8) (294.2) Notes 1. The profit and loss account and cash flow statement for the year to 31st December 1999 have been translated at average rates of exchange for the year. Balance sheets have been translated at period end rates. 2. The turnover and profit before tax for the year to 31st December 1999, if translated at average exchange rates for the year to 31st December 1998, would have been £1.7m lower and £3.2m higher respectively. 3. Turnover for the period includes £19.9m (1998: £20.9m) and profit £4.6m (1998: £4.7m) in respect of the group's share of associates (including Nippon Calmic Limited, Japan and Rezayat Sparrow Arabian Crane Hire Co Ltd, Saudi Arabia). 4. Tax comprises UK Corporation Tax (less double taxation relief) £82.6m (1998: £76.2m) and overseas tax £71.9m (1998: £63.6m). 5. Goodwill represents the excess of the fair value of the consideration given over the aggregate of the fair values of the identifiable net assets acquired. Goodwill in respect of acquisitions made since 1st January 1998 is shown as an asset and (in accordance with FRS 10) each acquisition is assessed to determine the useful economic life of the business and the goodwill. For the types of business acquired by the company, the board considers that the goodwill is an inseparable part of the total value of the relevant business. These are service businesses which are not subject to high volatility in fashions or markets and demand for these services is likely to continue for the foreseeable future. Such businesses, if properly managed, should grow in value over the years and hence neither the value of the business nor the goodwill have a measurable economic life and the goodwill is not amortised. Where it is considered that the value of the business or its goodwill do have a measurable economic life, the goodwill would be amortised through the profit and loss account by equal instalments over such useful economic life. The potential lives of the businesses and goodwill are reviewed annually and revised where appropriate. Where the useful economic life does not exceed 20 years, goodwill would be subject to an impairment review at the end of the year of acquisition and at any other time when the directors believe that an impairment may have occurred. Where the goodwill is assigned a useful economic life which is in excess of 20 years or is indefinite, the value of the relevant businesses and goodwill are assessed for impairment against carrying values on an annual basis in accordance with FRS 11. Any impairment would be charged to the profit and loss account in the period in which it arises. In the year ended 31st December 1999, the Group has acquired 13 businesses for a consideration of £12.1m (including deferred payments on prior year acquisitions). The directors have reviewed these acquisitions and consider that these businesses and the associated goodwill have an indefinite useful economic life and the goodwill is not being amortised. Acquisitions in 1999 included £4.8m in respect of Guardco in the USA, £1.3m for De Lelie in the Netherlands and other smaller businesses. In accordance with UK accounting standards, the fair value adjustments established last year on the acquisition of Adrett and Euroblan were reviewed to finalise them. 6. £19.5m (1998: £21.6m) of provisions were utilised to cover cash expenditure in the year including £13.2m of environmental and £5.5m of vacant property and, in addition, £21.5m of claims were paid out of the self insurance provisions. 7. In accordance with the new Financial Reporting Standard FRS12 'Provisions, Contingent Liabilities and Contingent Assets' provisions held by the company have been reviewed. This includes a review of self insurance reserves, which have been transferred from creditors to provisions and which also resulted in the reduction in the reserves and in a reduction of the company's overall insurance charge in the year of £8.0m (1988: £10.0m). Provisions for further environmental liabilities have also been reviewed, particularly in the USA following completion of the clean-up of the site in Richmond Virginia, resulting in a net reduction in this provision of £5.2m. During the year, certain, but not all, of the legal and tax actions against an overseas subsidiary have been settled or withdrawn and, as a result, the provision against these liabilities (held in other provisions) has been reduced by £12.4m to £20.5m. 8. December 1998 figures are taken from the accounts filed with the Registrar of Companies restated to comply with FRS12. 9. The financial information in this statement does not constitute statutory accounts within the meaning of s.240 of the Companies Act 1985. FINANCIAL CALENDAR * Final dividend to be paid on 12th May 2000 to shareholders on the register on 14th April 2000. * Report and Accounts expected to be despatched to shareholders in early April 2000. * Extraordinary General Meeting at Warburg Dillon Read, Conference Centre, 1 Finsbury Avenue, London EC2M 2PP on Monday, 27th March 2000 at 10.30 a.m. * Annual General Meeting at The Great Hall, Plaisterers Hall, 1 London Wall, London EC2Y 5TU on Tuesday, 9th May 2000 at 10.15 a.m. SERVICES Hygiene Services Initial Cleaning Services provides daily cleaning to commerce, industry and leisure together with window and high access cleaning. Specialist services for retailers, airports, food preparation and processing plants are also provided. Initial Healthcare provides a specialist range of washroom services including soap dispensers, air fresheners, sanitary towel and tampon dispensing and disposal, roller towels, warm air hand driers and sanitizers. Initial Hospital Services provides hospitals with non-clinical support services including catering, cleaning and portering. Initial Medical Services collects and safely disposes of used 'sharps' and other medical and clinical waste. Initial Textile Services includes the design, manufacture, supply and rental of work garments. Linen management and floor mats are provided to a wide range of customers together with linen towel systems for washrooms. Rentokil Hygiene Services provides a range of specialist cleaning and disinfection services relating to washrooms, catering, industrial drains, air quality, water and ventilation systems and IT equipment. There is also a specialist service for decontaminating polluted land, cleaning storage tanks and associated environmental remediation services. Rentokil Wiper Services specialises in the provision of industrial wiping cloths and an industrial glove reclamation service. Personnel Services Initial Education and Training provides and manages conference and training centres for corporate and public sector clients. Initial Personnel Services provides permanent, contract and temporary staff for a range of business and public sector requirements. In addition, management and staff for messenger services and mailrooms are provided. Pest Control Services Rentokil Pest Control is the largest commercial pest control service in the world and special emphasis is placed on environmental safety. 'Green' pest control systems include bird deterrents, electronic detection techniques and special services which reduce or eliminate the use of toxic materials. Property Services Initial Catering Services provides contract catering services to business and industry, the educational sector and special events. Initial Leisure Services provides resort management in ski and beach locations. Rentokil Facilities Maintenance provides a range of services including the maintenance of engineering services and the testing of electrical appliances and circuits in commercial and industrial buildings. Rentokil Initial Management Services provides facilities management and property services for business and public sector bodies. Rentokil Initial Products include insecticides, rodenticides, household cleaning and decorating materials, speciality industrial products for fire protection and public health and agricultural pesticides for specialist use. Rentokil Office Machine Maintenance leases, rents, sells and services office machines together with the sale of office supplies. Rentokil Property Care provides treatments for woodworm, woodrot, rising damp and wall tie corrosion as well as related insurance protection. Rentokil Roofing replaces and refurbishes industrial roofs. Rentokil Timber Preserving manufactures and markets water-based and solvent- based wood preservatives. Rentokil Tropical Plants is the world's largest provider of interior landscaping services on either a rental and maintenance or purchase and maintenance basis. This ranges from single units to trees and displays for the largest atrium. Security Services Initial Electronic Security Systems is a major provider of electronic security systems which include the supply and monitoring of intruder alarms, access control systems and fire alarms and CCTV surveillance to commercial and industrial customers. Initial Security Services is a market leader in manned guarding services, including static guards, mobile patrols, airport security and guards for special events and exhibitions. Transport Services Initial Distribution Services includes road tankers, tank and bulk containers for the petrochemical, gas and food industries together with intermodal container services and 'high cube' transport. An overnight and same day parcel delivery service is also provided. Initial Plant Services supplies and hires a range of equipment including scaffolding, aerial work platforms, cranes and lifting equipment and accommodation units as well as providing specialist offshore crane services. RENTOKIL INITIAL AUTHORITY TO PURCHASE OWN SHARES AND PROPOSED RETURN OF CAPITAL TO SHAREHOLDERS Since the acquisition of BET plc in 1996, Rentokil Initial's success in growing profits and cash flow has continued. Net debt has fallen from some £600 million after the acquisition of BET to £89 million as at 31st December 1999. The board believes that shareholder value can be enhanced by returning a significant amount of capital to shareholders. Increasing borrowings to gear up the balance sheet will improve the Company's weighted average cost of capital, which should enable the Company to achieve higher returns for shareholders. Rentokil Initial therefore intends to buy back up to 25% (approximately £1.5 billion) of its shares. Under the rules of the London Stock Exchange, a company can buy back only up to 15% of its issued share capital (with shareholder approval) by means of market purchases. Accordingly, Rentokil Initial is today posting to shareholders a circular and notice of extraordinary general meeting to seek shareholders' approval of an amendment to the Company's Articles of Association. This will enable the Company to purchase its own shares, coupled with a separate shareholders' authority to purchase up to the Stock Exchange maximum of 15% of the Company's outstanding shares through the stock market. The extraordinary general meeting will be held on Monday, 27th March 2000. No purchase will be made unless the board believes that it will result in an increase in earnings per share. The board will also take into account the Company's cash resources and bank facilities, the effect on gearing and other possible investment opportunities before deciding whether to exercise this authority. The timing and method to achieve the balance of the total return of capital to shareholders will be considered in the light of the progress of the initial programme of market purchases. RENTOKIL INITIAL AGREEMENT ON TERMS OF A RECOMMENDED OFFER FOR RATIN A/S Rentokil Initial announces that terms have been agreed in principle with the board of Ratin A/S for a recommended share for share offer for Ratin whose assets are a 32.1% shareholding in Rentokil Initial and associated cash. The offer will be to exchange new Rentokil Initial shares for all Ratin's A and B shares in issue on a 'see through' basis, such that the maximum number of new Rentokil Initial ordinary shares issued to Ratin shareholders (assuming full acceptance of the offer) will be the same as the total number of Rentokil Initial ordinary shares currently held by Ratin. Ratin's A and B shareholders will be treated equally and, accordingly, the offer will be made on the basis of 34.706 new Rentokil Initial shares for each Ratin share they hold. The offer will be subject to normal conditions including, inter alia, approval by 90% of Ratin shareholders. Ratin intends to pay its shareholders a dividend in respect of the 1999 interim and final dividends received from Rentokil Initial in line with previous years. Danish tax clearance in respect of the share exchange offer has been applied for and obtained. Arrangements will be sought to facilitate dealings in Denmark in the new Rentokil Initial shares by private shareholders. Further details regarding the offer will be published in due course.
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