Recommended Offer for Issued Share Cap'l of Ratin

Rentokil Initial PLC 30 March 2000 RENTOKIL INITIAL plc Recommended Offer for the entire issued share capital of Ratin A/S The following announcement was made jointly by Rentokil Initial plc and Ratin A/S in Copenhagen today: Exchange offer to shareholders in Ratin A/S On 1 March 2000 it was announced that Rentokil Initial plc (Rentokil Initial) had reached agreement in principle with the Board of Ratin A/S (Ratin) on the terms of a recommended offer by Rentokil Initial for the entire issued share capital of Ratin (the Offer). The Boards of Rentokil Initial and Ratin are pleased to announce that Rentokil Initial's formal exchange offer to Ratin's shareholders has been made today. The offer document has been filed with the Copenhagen Stock Exchange and the offer advertisement will appear in tomorrow's edition of Berlingske Tidende, Boersen and JyllandsPosten. In summary, Rentokil Initial's Offer to Ratin shareholders is to exchange their holdings of Ratin A and B shares into new Rentokil Initial ordinary shares on a 'see-through' basis, with each accepting Ratin shareholder receiving 34.706 new Rentokil Initial ordinary shares for each Ratin share held. Holders of Ratin A and B shares are being treated equally in respect of the Offer. Assuming full acceptance of the Offer, the total number of new Rentokil Initial ordinary shares issued pursuant to the Offer will therefore be substantially the same as the total number of Rentokil Initial ordinary shares currently held by Ratin. Henry King, Chairman of the Board of Rentokil Initial, commented as follows: 'The Board of Rentokil Initial looks forward to welcoming Ratin's shareholders as shareholders directly in Rentokil Initial. This Offer will give Rentokil Initial a large number of new Danish and other international shareholders and enhance the free float and liquidity of our shares.' Jan O Froeshaug, Chairman of the Board of Ratin, commented as follows: 'Ratin's board finds that with the exchange offer a very satisfactory result for the shareholders has been achieved, among other things, due to the following reasons: * The exchange of shares implies that the shareholders obtain the 'see through' value of their shares, i.e. without any discount to the market value of Ratin's holding in Rentokil Initial. * The shareholders receive Rentokil Initial shares at their own disposal one year earlier than expected. * The Rentokil Initial share buy back programme, as adopted at the extraordinary general meeting of Rentokil Initial on 27 March 2000, will be available to the Ratin shareholders if the Offer becomes unconditional before a return of capital takes place. * No capital gains tax will for Danish shareholders be levied upon acceptance of the Offer. Ratin's board recommends that the shareholders accept the offer.' The offer period commences on 30 March 2000, and ends on 24 May 2000 at 4.00 p.m. (Danish time). The offer period can be extended if Rentokil Initial so decides. The Offer is subject to various conditions, including that Rentokil Initial, at the expiry of the offer period, holds more than 90 per cent of the entire issued share capital of Ratin representing more than 90 per cent of the voting rights in Ratin. Once this is achieved, it is the intention of Rentokil Initial to initiate the compulsory acquisition procedure under Danish law and to de-list the Ratin shares from the Copenhagen Stock Exchange. To accept the Offer, Ratin shareholders must submit a duly completed and signed acceptance form to their custody bank in time to enable the custody bank to deliver acceptances to Den Danske Bank, Emission, before 4.00 p.m. (Danish time) on Wednesday, 24 May 2000. Upon acceptance of the Offer, the relevant shares will be transferred to separate ID Codes following which the Ratin shares will be referred to as Ratin A acceptance shares and Ratin B acceptance shares within your deposit account with the Danish Securities Centre. Ratin intends to propose payment to its shareholders of a dividend in respect of the financial year 1999 of DKK 18.10 per Ratin share. The Danish tax authorities (Told- & Skattestyrelsen) have, on application from Ratin, granted the Danish shareholders permission to treat the share exchange as a tax-exempt share-for-share exchange. Any capital gain will be taxable when the new Rentokil Initial shares are disposed of. The full conditions of the Offer are set out in the offer document. The offer document is being distributed to shareholders listed in the register of shareholders except shareholders resident in Australia, Canada, Japan and any state in the United States where the making of the Offer would be illegal under the laws of that state. The offer document can be ordered 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. Ratin is Rentokil Initial's largest shareholder, with a holding of 32.1 per cent of the issued share capital of Rentokil Initial. Ratin was established in order to hold this shareholding and this continues to be its sole purpose. Its assets comprise its holding in Rentokil Initial, associated cash and cash receivable, and its income is entirely derived from dividends received from Rentokil Initial and interest earned thereon. Press enquiries: Rentokil Initial plc Ratin A/S Sir Clive Thompson, Chief Ole Balle, President Executive Christopher Pearce, Finance +45 39 53 85 02 Director +44 1342 833 022 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 Offer 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. London, March 30, 2000 Copenhagen, March 30, 2000 Rentokil Initial plc Ratin A/S
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