Tender Offer for Notes due 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").
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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Rentokil Initial plc announces 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
12 November 2020 . Rentokil Initial plc (the Offeror) announces today an 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 is being 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, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum.
Summary of the Offer
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Description of the Notes |
ISIN / |
Outstanding Nominal Amount |
Purchase Yield* * |
Maximum Aggregate Purchase Price |
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€350,000,000 3.250 per cent. Senior Unsecured Guaranteed Notes due 7 October 2021 unconditionally and irrevocably guaranteed by Rentokil Initial 1927 plc* |
XS0976892611 / 097689261 |
€350,000,000 |
-0.30 per cent. |
€111,000,000 excluding Accrued Interest, subject to increase or decrease in the Offeror's sole discretion, as set |
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* 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. ** For information purposes only, the Purchase Price will, when determined in the manner described in this Tender Offer Memorandum on the basis of a Settlement Date of 23 November 2020, be 102.203 per cent. Should the Settlement Date be amended, the Purchase Price will be recalculated, all as further described in this Tender Offer Memorandum. For the avoidance of doubt and in accordance with market convention, the Purchase Price will be calculated with reference to the first date on which the Offeror may exercise the optional issuer call at par, being 7 July 2021, and assuming the full payment of principal on such date. |
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Rationale for the Offer
The purpose of the Offer is to proactively manage the Offeror's balance sheet. Furthermore, the Offer will provide liquidity to those holders whose Notes are accepted in the Offer. The Offeror intends to cancel the Notes purchased by it pursuant to the Offer and such Notes will therefore not be re-issued or re-sold.
Purchase Price and Accrued Interest
In respect of any Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offer, the Offeror will pay a purchase price (the Purchase Price) to be determined in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.30 per cent. (the Purchase Yield). For the avoidance of doubt and in accordance with market convention, the Purchase Price will be calculated with reference to the first date on which the Offeror may exercise the optional issuer call at par, being 7 July 2021 (the Par Call Date), and assuming the full payment of principal on such date.
The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to the Par Call Date of the Notes on the Settlement Date based on the Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the Par Call Date (assuming full payment or principal on such date), discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest.
For information purposes only, the Purchase Price will, when determined in the manner described in this Tender Offer Memorandum on the basis of a Settlement Date of 23 November 2020, be 102.203 per cent. Should the Settlement Date be amended, the Purchase Price will be recalculated on the basis described above.
The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the Offer.
Final Acceptance Amount and Scaling
If the Offeror decides, in its sole discretion, to accept any validly tendered Notes for purchase, the Offeror proposes to accept up to an aggregate nominal amount of the Notes such that the aggregate Purchase Price (excluding Accrued Interest) payable by the Offeror for all Notes accepted for purchase pursuant to the Offer is no greater than the Maximum Aggregate Purchase Price, although the Offeror reserves the right, in its sole discretion, to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Offer (the final aggregate amount of Notes accepted for purchase pursuant to the Offer being the Final Acceptance Amount).
If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the Offer and the aggregate nominal amount of Notes validly tendered for purchase is greater than the Final Acceptance Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of Notes accepted for purchase pursuant to the Offer is no greater than the Final Acceptance Amount, as further described in the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 19 November 2020, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than €100,000, being the minimum denomination of the Notes, and may thereafter be submitted in integral multiples of €1,000. A separate Tender Instruction must be completed on behalf of each beneficial owner.
Indicative Timetable for the Offer
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend and/or terminate the Offer.
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Events |
Times and Dates (All times are London time) |
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Commencement of the Offer Offer announced. Tender Offer Memorandum available from the Tender Agent. |
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Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer. |
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Announcement of Results Announcement by the Offeror of whether it will accept any valid tenders of Notes pursuant to the Offer and, if so accepted, (i) the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offer, (ii) the Final Acceptance Amount, (iii) the Purchase Price and (iv) any Scaling Factor that will be applied to any valid tenders of Notes. |
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Settlement Date Payment of the Purchase Price and the Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer. |
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Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
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DEALER MANAGERS |
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ING Bank N.V., London Branch 8-10 Moorgate London EC2R 6DA United Kingdom
Telephone: +44 20 7767 6784 Email: liability.management@ing.com Attention: Liability Management Team |
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom
Telephone: +44 20 7996 5420 Email: DG.LM-EMEA@bofa.com Attention: Liability Management Group |
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
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TENDER AGENT |
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Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 20 7704 0880 Attention: Thomas Choquet Email: rentokil@lucid-is.com |
This announcement is released by Rentokil Initial plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the MAR, encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Daragh Fagan, Group General Counsel and Company Secretary at Rentokil Initial plc.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S of the Securities Act (each a U.S. Person)). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.
Each Noteholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above two paragraphs, United States means the United States of America, 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 of America and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.
United Kingdom
The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. In addition, each of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer are not distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made (i) to those persons in the United Kingdom (a) falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or (b) who are within Article 43(2) of the Financial Promotion Order, or (ii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 20178/1129. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.
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