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.