TIDMRTO
RNS Number : 1131F
Rentokil Initial PLC
12 November 2020
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
EUR350,000,000 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 EUR350,000,000
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
Description ISIN / Outstanding Purchase Yield* Maximum Aggregate
of the Notes Common Code Nominal Amount * Purchase Price
------------------ ------------- ---------------- ---------------- -------------------
EUR350,000,000 XS0976892611 EUR350,000,000 -0.30 per cent. EUR111,000,000
3.250 per cent. / 097689261 excluding Accrued
Senior Unsecured Interest, subject
Guaranteed to increase
Notes due 7 or decrease
October 2021 in the Offeror's
unconditionally sole discretion,
and irrevocably as set
guaranteed out herein
by Rentokil
Initial 1927
plc*
------------------ ------------- ---------------- ---------------- -------------------
* The terms and conditions of the Notes provide for an optional
issuer call at EUR1,000 per EUR1,000 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.
------------------------------------------------------------------------------------------
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 EUR100,000, being the
minimum denomination of the Notes, and may thereafter be submitted
in integral multiples of EUR1,000. 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.
Events Times and Dates
(All times are London time)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Thursday, 12 November 2020
the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Thursday, 19 November 2020
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results
Announcement by the Offeror of whether it will accept any As soon as reasonably practicable on Friday, 20 November
valid tenders of Notes pursuant 2020
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.
Settlement Date
Payment of the Purchase Price and the Accrued Interest Monday, 23 November 2020
Payment in respect of Notes accepted
for purchase pursuant to the Offer.
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.
DEALER MANAGERS
ING Bank N.V., London Branch Merrill Lynch International
8-10 Moorgate 2 King Edward Street
London EC2R 6DA London EC1A 1HQ
United Kingdom United Kingdom
Telephone: +44 20 7767 6784 Telephone: +44 20 7996 5420
Email: liability.management@ing.com Email: DG.LM-EMEA@bofa.com
Attention: Liability Management Attention: Liability Management
Team Group
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Tender
Agent.
TER AGENT
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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