Rentokil Initial PLC 6-K/A, filed Nov 1, 2022
Rentokil Initial PLC (RTO)
6-K/A
2022-11-01
For: 2022-11-01
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Added on
August 22, 2026
About this 6-K/A
Rentokil Initial PLC filed this 6-K/A on November 1, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2022
Commission File Number: 001-41524
Rentokil Initial plc
(Registrant’s name)
Compass House
Manor Royal
Crawley
West Sussex RH10 9PY
United Kingdom
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ☐
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Correction:
Q3 Trading Update dated 01 November 2022
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The following amendment has been made to the 'Q3 Trading Update'
filing released on 1 November 2022.
"We expect Net Debt to be in the range of
£3.3bn-£3.4bn depending on exchange rates at
31 December 2022 and assuming we achieve the targeted £250m of
M&A deals spend in 2022."
The amendment is made to correct a typographical error and all
other details, including interest costs, remain
unchanged.
The full amended text is shown below.
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1 November 2022
RENTOKIL INITIAL PLC - THIRD QUARTER TRADING UPDATE
INCLUDING TERMINIX Q3 UPDATE & FULL YEAR TECHNICAL GUIDANCE FOR
THE COMBINED GROUP
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£m
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Q3 2022
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Growth
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AER
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AER
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CER
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Ongoing Revenue1
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900.9
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18.9%
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10.4%
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Ongoing Revenue excluding disinfection
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897.0
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20.4%
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11.7%
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Revenue
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901.3
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18.9%
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10.3%
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OVERVIEW OF RENTOKIL INITIAL Q3 PERFORMANCE (CER)
Q3 saw continued momentum in our businesses with Group Ongoing
Revenue, excluding disinfection services, increasing by 11.7%.
Organic Revenue2,
supported by good price progression, was up 6.2%, while
acquisition-led growth was 5.5%.
Ongoing Revenue in Pest Control increased by 12.6%, sustaining the
growth rates delivered in H1. Organic Revenue was up 5.0%, Organic
Revenue growth in North America Pest Control (up by 3.5%) got off
to a slow start in the quarter against strong comparatives in the
prior year (up by 9.8%). Despite the impacts of Hurricane Ian in
the last week of September, the quarter finished well. Our Hygiene
& Wellbeing business also performed well during the quarter,
underpinned by good growth in core washrooms. Ongoing Revenue,
excluding disinfection services, increasing by 7.9%, of which 7.3%
was organic. Sales from disinfection services have reduced in line
with our expectations at £3.6m, £8.6m lower than the same
period last year. Due predominantly to post Covid recovery, Ongoing
Revenue and Organic Revenue in France Workwear grew strongly by
17.1%.
Rentokil Initial plc (the "Company" or "Rentokil Initial") has
continued to successfully manage inflationary pressures on its cost
base through pricing and cost control actions, and maintains its
full year outlook for the underlying business. Terminix delivered
an excellent organic growth performance for the quarter comparable
to Rentokil Initial. The expected impact of the Terminix
transaction on revenues and profits are laid out
below.
M&A
We acquired 12 Pest Control businesses in the quarter with
annualised revenues of c.£26.7m. For the year to 30 September
2022, we have acquired a total of 43 businesses (38 in Pest Control
and 5 in Hygiene and Wellbeing), with annualised revenues of
c.£95.1m. Our M&A pipeline going into Q4 and 2023 remains
strong and we remain on track to spend (excluding Terminix)
approximately £250m in 2022.
Commenting on today's announcement Andy Ransom, Chief Executive,
said:
"This has been another good quarter for Rentokil Initial. Supported
by the essential nature of our services and ability to offset cost
inflation through pricing, we continue to deliver both good growth
and profitability, while retaining high levels of customer and
colleague retention.
"We are delighted to have closed the Terminix transaction in
October and we extend our thanks to everyone who helped us reach
this milestone. We have hit the ground running in execution of our
integration plans to capture the strategic and financial benefits
of the deal. Our cost synergy programme is progressing
well with c.$20-$25m of annualised synergies expected to be
realised by year end."
COMPLETION OF TERMINIX TRANSACTION
The Terminix transaction was completed on 12 October 2022. It
brings together two complementary businesses (the "Combined Group")
to create the global leader in pest control and hygiene &
wellbeing, and the leader in pest control in North America,
the world's largest pest control market. The combination will
generate meaningful synergies. It delivers an enlarged platform for
profitable growth, supported by an attractive financial profile
that will deliver further investment in innovation and technology,
and acquisitions.
In accordance with the transaction agreement, Rentokil Initial
issued c.645.71m new
Rentokil Initial shares (representing c.129.14m American Depository
Shares, based on a 1:5 ADS to Rentokil Initial share ratio). This
is in addition to the $1.34bn cash element of the transaction
consideration. Full details of the consideration are explained
below.
Management and Board Changes
As announced on 6 October, Brett Ponton, CEO of Terminix, has been
appointed CEO of the Combined Group's North America region. John
Myers, Managing Director of Rentokil North America, has been
appointed CEO of the US Pest Control business, reporting to Brett.
Both appointments became effective from completion of the
transaction. Brett became a member of the Combined Group's
Executive Leadership Team from the same date.
In addition, David Frear, formerly Non-Executive Director of
Terminix since January 2021, has been appointed to the Combined
Group's Board of Directors as a Non-Executive Director with effect
from 12 October. David became a member of the Remuneration and
Nomination Committees.
OVERVIEW OF TERMINIX Q3 PERFORMANCE (CER)
During Q3, Terminix US Pest Control saw particular strength in the
residential and termite businesses.
Consequently, Terminix
delivered an organic growth performance for the quarter comparable
to Rentokil Initial group, constituting Terminix's strongest
quarterly performance since 2014.
FY 2022 TECHNICAL GUIDANCE FOR THE COMBINED GROUP
All guidance on the Combined Group provided is based on information
we have received in good faith from Terminix during the Form F-4
and the combined shareholder circular and prospectus (the "Circular
and Prospectus") processes and since their completion. Whilst we
have sought to apply reasonable checks to this data, the reported
results will be audited by PWC during the period between completion
and March 2023.
Reported full year 2022 results of the Combined Group will comprise
the underlying Rentokil Initial business and a contribution from
Terminix for the period from completion on 12 October 2022 to 31
December 2022 (the "Stub Period"). We have measured this Stub
Period as the number of calendar days. Including 12 October, the
Stub Period represents 81 days or c.88% of the calendar days in the
fourth calendar quarter of 2022, and the same in the comparative
period of 2021.
We will continue to report the results of the Combined Group at
both Constant Exchange Rates (CER) and Actual Exchange Rates (AER).
We will therefore report the Revenues and Adjusted Operating
Profits of the Terminix entities for the Stub Period in the same
way. As an example, the CER Stub Period results of the US Dollar
denominated entities of the Terminix Group, representing c.95% of
the acquired group, will be translated at an exchange rate of
$1.3739 to £1. At year end we will also report results at AER,
calculated using the average monthly exchange rates for the year.
We will not know the AER rates and the full results of the
Group until post 31 December 2022; as such all GBP guidance in this
statement will be quoted using CER rates.
The significant bridging items between the definitions of Terminix
EBITDA profits and Rentokil Initial's APBITA profit metric are the
deduction of charges for depreciation and share based payments.
Further discussion below explains the impact of the applicable
standard changes from the US GAAP standards applied to the
historical results of Terminix and IFRS standards that will be
applied going forward.
In May 2022, Terminix announced it had completed the divestment of
its pest management businesses in the UK and Norway, satisfying one
of the closing conditions to the transaction. For the financial
year 2021, the divested operations had Ongoing Revenue of $52.7m
(£38.4m at CER) and contributed Adjusted Operating Profit of
approximately $6.1m (£4.4m at CER).
As a result of the transaction, sales of pest control products that
have historically been made by Terminix to Rentokil, which were
reported as external sales, will now need to be reported as
internal sales and this would lower the Revenue of Terminix on a
proforma basis for 2021 by $6.4m (£4.7m at CER). Equivalent
sales in 2022 are estimated to be approximately $8m. Reciprocal
trading resulted in sales from Rentokil North America to Terminix
totalling $403k in 2021 with no material change in 2022. The net
impact on Stub Period Revenue is expected to be c.$1.8m (£1.3m
at CER). There are no identified material intercompany transactions
outside of North America. The reclassification of these revenues
has no material impact on reported profits, but will impact organic
revenue growth percentages as the actual intercompany revenues will
be excluded from 2022 and 2021 reported revenues for the purposes
of the calculation.
After adjusting for both divestments and intercompany trading,
Terminix Revenue and APBITA profits in the equivalent 81 day Stub
Period in 2021 were revenues of approximately $414m (£301m at
CER) in Ongoing Revenue and $42m (£31.0m at CER) in Adjusted
Operating Profit (APBITA). These numbers exclude the impact of deal
related costs of $7m included in the reported trading profits of
Terminix for Q4 2021 that would be reported outside of Adjusted
Operating Profit using Rentokil Initial definitions.
Synergies
Rentokil Initial announced in December 2021 that it expected the
Combined Group to generate material annual pre-tax net cost
synergies of at least $150m by the third full year post completion.
It was also estimated that approximately $45m (c.30%) of these net
cost synergies would be delivered in the first 12 months post
completion.
We estimate that c.$20m-$25m of annualised synergies will be
achieved on a run rate basis by 31 December 2022 and that the
actual Adjusted Operating Profit contribution from these synergies
in the Stub Period will be approximately $4.1m (£3.0m at
CER).
Significant work around the cost synergy programme has already
taken place over the last 10 months and continues at pace. We have
made good progress and will provide an update on expected synergies
to the market at the time of our FY 2022 results in March
2023.
Accounting Adjustments under IFRS
In the proforma section of the Form F-4 and Circular and
Prospectus, the expected conversion changes from US GAAP to IFRS
were presented alongside the impacts of any purchase price
adjustments and the impact of those changes on the Balance Sheet
and Profit and Loss for the 12 months to 31 December 2021 and the 6
months to 30 June 2022.
In the period to 31 December
2022, we will
seek to materially finalise
these adjustments and will update fully on their impacts at
the Preliminary
Results in
March 2022 when the results and acquisition accounting will have
been audited. Below
we lay out the impact of material changes in the Stub Period based
upon the information gained up to completion, noting that we have
not identified any significant changes from information provided in
the proformas.
In the Form F-4 and Circular and Prospectus the most material
adjustment required to be made to Terminix's standalone numbers as
a result of the change to IFRS standards related to the treatment
of termite provisions.
Under its accounting policy, Terminix provided for termite damage
claims expected in the period up to one year after the balance
sheet date. However, under its IFRS based policy, Rentokil Initial
records all probable future cash outflows arising from claims
relating to the entire pool of existing contracts. Rentokil Initial
has therefore recognised a preliminary incremental provision of
$265m (£192m at CER) as part of the opening Balance Sheet
adjustments, on top of the existing provisions of $81m (£59m
at CER) as at 30 September 2022. Going forward, the income
statement will show a non-cash increase in Adjusted Operating
Profit reflecting legacy claims, which will now be booked against
the increased provision, net of provision charges for potential
future claims booked against revenues for new customers signed up
post completion. As a result of these accounting changes, we
estimate that the net impact of these non-cash accounting changes
in the Stub Period to be a c.£10m at CER (c$14m) increase to
Adjusted Operating Profit. All other changes resulting from the
changes in standards are not expected to have either a gross or net
material impact in the Stub Period.
Overall, the impact of the accounting adjustments and in period
effects of synergies delivered is expected to increase Adjusted
Operating profit by c.£13m.
Purchase Price Allocation
The total consideration for the transaction has been confirmed as
645,706,920 shares issued at a value of £4.6523 (equivalent to
$5.14 at the
Reuters spot rate on 12 October 2022 of $1.1105 USD to GBP)
representing £3,004,022,304 of consideration in the form of
shares alongside £1,204,524,362 ($1,337,624,304 at 12 October
2022 spot rate) of cash consideration giving a total consideration
of £4,208,546,666 ($4,673,591,073). There will be some final
adjustments made to consideration in relation to share plans and we
will update on these in March 2023. Ultimately the difference
between total consideration and final fair value of net assets
acquired will be booked as goodwill.
Whilst final purchase price allocations have yet to be completed -
based on the pro forma calculations as at June 30, 2022, as
reported in the final Form F-4 and Circular and Prospectus, we
would expect to incur an incremental £10m-15m of amortisation
in the Stub Period, relating to the fair value of brands, customer
lists and other intangibles recognised as part of the
transaction.
Deal Related Costs
The impact of deal related costs in Rentokil Initial for 2022 and
in the Stub Period in Terminix relating to the Terminix
transaction, primarily comprising advisory fees, restructuring and
redundancy, is expected to be c.£75-85m of which
c.£20-25m will be reported against Share Premium as share
issuance costs.
In achieving the total synergies of at least $150m as guided in
December 2021, the Combined Group expected to incur cash
implementation costs of approximately $150m, with half of this
amount incurred in the first 12 months post completion. Integration
costs in the Stub Period are expected to be in the range of
$20m-$25m (£15m-£18m at CER) in line with the above
synergy guidance. Deal related acquisition costs and integration
costs will be treated as exceptional items, alongside costs for the
other M&A transactions completed in the year.
Overall cash costs of exceptional items in the full year are
expected to be in the range of £100m-£115m with
c.£20m-£25m recorded against Share Premium.
Financing Costs
In June 2022 Rentokil Initial successfully issued three bonds:
€850m 5-year at 3.875%; €600m 8-year at 4.375%; and
£400m 10-year at 5.0%. These bonds fully cover the $1.34bn
cash element of the transaction consideration. The balance of the
bonds alongside the Company's $700m three year loan covers the
refinancing of Terminix debt and transaction costs.
As at 30 June 2022, Terminix held two bonds: $186m notes maturing
in 2027 at 7.45% and $48m of notes maturing in 2038 priced at
7.25%; and a Senior Secured Term Loan facility maturing in 2026
priced at 3.365%. The term loan facility was settled on 12 October
2022 and the notification of redemption to bond holders for both
maturities was issued on 6 October 2022 with a redemption date of 7
November 2022. Following closing of the Terminix transaction,
S&P affirmed Rentokil Initial's BBB investment grade credit
rating with a stable outlook.
As a result of the above changes, the updated full year adjusted
interest charge to P&L will be in the range of
c.£50m-£55m. This updated guidance is
c.£20m-£25m higher than indicated at H1 reflecting
c.£44m of interest charges relating to the new financing,
c.£2m relating to the final holding costs of Terminix's
pre-acquisition debt and a c.£20m offsetting reduction from
the impacts of hyperinflation accounting. Our operations in
Lebanon, Argentina and Turkey are reported under hyperinflationary
accounting during 2022, with full year total hyperinflation impacts
expected to be in the range of £27m-£35m (2021: £5m
for 6 months of Lebanon) depending on the rate of CPI increases in
those markets. Cash interest for the full year 2022 is expected to
be in the range of £30m-£35m.
As a result of the funding activities completed in June 2022 and
Terminix funding actions to be completed post transaction as
described above, the Combined Group is expected to have c.85% of
its bond and loan financing on fixed interest rates. We expect Net
Debt to be in the range of £3.3bn-£3.4bn
depending on exchange rates at 31 December 2022 and assuming we
achieve the targeted £250m of M&A deals spend in
2022.
Foreign Exchange
In July, the Company estimated a full year P&L benefit from
foreign exchange of £10m-£20m, provided that rates
remained at consistent levels. Based on prevailing foreign exchange
rates, the Company's estimated positive impact is now c.£20m,
excluding Terminix. For the Terminix results in the Stub Period,
the positive estimated impact will be in the range of
£5m-£10m. Guidance for foreign exchange impact in FY 2023
will be provided at our Preliminary Results in March
2023.
Following the transaction completion, more than 60% of Rentokil
Initial revenues are United States Dollar denominated.
The Company will host a sell side analyst modelling session on
technical accounting adjustments today, 1 November 2022 at 2.30pm
GMT. No new material non-public information will be provided at the
session.
Enquiries:
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Investors / Analysts:
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Peter Russell, Rentokil Initial plc
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+44 (0)7795 166506
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Media:
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Malcolm Padley, Rentokil Initial plc
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+44 (0)7788 978199
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Ongoing revenue, ongoing revenue excluding disinfection, organic
revenue and adjusted operating profit and are non-GAAP financial
measures. Management believes these non-GAAP financial measures are
helpful in understanding the Group's past financial performance and
future results. Management regularly uses a variety of financial
measures that are not in accordance with GAAP for forecasting,
budgeting and measuring financial performance. The non-GAAP
financial measures are not meant to be considered in isolation or
as a substitute for comparable GAAP measures. While the Company
believes that these non-GAAP financial measures provide meaningful
information to help investors understand the operating results and
to analyse the Group's financial and business trends on a
period-to-period basis, there are limitations associated with the
use of these non-GAAP financial measures. These non-GAAP financial
measures are not prepared in accordance with GAAP, are not reported
by all of the Group's competitors and may not be directly
comparable to similarly titled measures of the Group's competitors
due to potential differences in the exact method of
calculation.
1Ongoing
Revenue excluding disinfection removes revenues from disinfection,
a short term revenue stream created in response to the pandemic
which has tapered as we exit the pandemic is used to allow users of
the statements to understand the trajectory of the strategic
segments of the Group without the distortion of this short pandemic
related revenue stream.
2Organic
Revenue growth represents the growth in Ongoing Revenue excluding
the effect of businesses acquired during the
year.
AER - actual exchange rates; CER - constant 2021 exchange
rates
Cautionary statements regarding forward-looking
statements
This announcement contains statements that are forward-looking and
are made in reliance on the safe harbour provisions of the US
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can sometimes be identified by the use of
forward-looking terms such as "believes," "expects," "may," "will,"
"shall," "should," "would," "could," "potential," "seeks," "aims,"
"projects," "predicts," "is optimistic," "intends," "plans,"
"estimates," "targets," "anticipates," "continues" or other
comparable terms or negatives of these terms, but not all
forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. The Company can
give no assurance that such plans, estimates or expectations will
be achieved and therefore, actual results may differ materially
from any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include, amongst other things:
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risks related to the Company's acquisition of Terminix, including,
amongst other things, the transaction not being accretive to the
Group's earnings per share;
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the risk of unsuccessfully integrating acquisitions (including the
acquisition of Terminix);
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the risk of disposals resulting in unexpected costs or
liabilities;
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the risk of difficulties integrating, streamlining and optimising
IT systems, processes and technologies;
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the risk of not being able to attract, retain, develop or recruit a
skilled and qualified labour force or key management
personnel;
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risks related to ESG matters, including those related to climate
change and sustainability;
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risks related to inflationary pressures, such as wages, fuel prices
and other operating costs;
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the risk of supply chain issues;
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the risk of weakening general economic conditions, including rising
unemployment or decreased consumer confidence or spending
levels;
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the risk that the Company may not be able to successfully implement
its business strategies, including achieving its growth
objectives;
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the risk of not retaining existing customers or attracting new
customers;
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risks related to competition in the industries in which the Group
operates;
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the risk of cybersecurity breaches, attacks and other similar
incidents, as well as disruptions or failures in the Company's
systems or data security procedures and those of its third-party
service providers;
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the risk of extraordinary events that could impact business
continuity;
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the risk that the Company may not be able to adequately protect its
intellectual property and other proprietary rights;
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risks related to the Company's reliance on third parties, including
third-party vendors for business process outsourcing initiatives,
investment counterparties and franchises;
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the risk that the Company could fail to establish or maintain
effective internal control over financial reporting;
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the risk of impairment charges, asset revaluations or
downgrades;
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risks related to legal and compliance matters, such as, amongst
other things, government regulations and enforcement; litigation;
compliance with environmental, health and safety laws and
regulations; and changes in tax laws; and
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risks related to the Group's financing, such as, amongst other
things, adverse credit and financial market events; the agreements
and instruments governing the Group's indebtedness; a lowering or
withdrawal of the Group's ratings or outlook; and an increase in
interest rates.
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Forward-looking statements speak only as of the date they are made
and no representation or warranty, whether expressed or implied, is
given in relation to them, including as to their completeness or
accuracy or the basis on which they were prepared. Other than in
accordance with the Company's legal or regulatory obligations
(including under the Listing Rules and the Disclosure Guidance and
Transparency Rules), the Company does not undertake any obligation
to update or revise publicly any forward-looking statement, whether
as a result of new information, future events or otherwise.
Information contained in this announcement relating to the Company
or its share price, or the yield on its shares, should not be
relied upon as an indicator of future performance. Nothing in this
announcement should be construed as a profit forecast.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Date:
01 November 2022
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RENTOKIL INITIAL PLC
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/s/
Catherine Stead
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Name:
Catherine Stead
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Title:
Company Secretary
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