Interim Results

Rentokil Initial PLC 30 August 2000 Rentokil Initial plc Interim Statement - 30th June 2000 Rentokil initial completes restructuring and invests for strong improvement in second half. 1st Half and Full Year Prospects 2000 Disposals to date 90% complete at £545M against target of £600M plus. 20% of Rentokil Initial shares bought back for £1Billion. Danish Investment Trust Ratin owning 32% of Rentokil Initial acquired. Strong cash flow of £119m. Interim dividend increased by 8.3%. First half Core Business turnover up 1.9% and profits down by 6.3% on last year, but sales and marketing investment in first half should pay back in second half with higher growth in turnover and a strong improvement in profits over first half. New Announcements Today announce acquisition of second largest USA Tropical Plants Company for £30M. Further £1.5Billion available for acquisitions and share buy back. Shareholder approval to be sought for further tranche of share buy back. Initial City Link to launch Home Internet Delivery Service on 1st September 2000. Further e-Commerce developments announced including central procurement. Launch of new Facilities Management operation. Restructuring of Specialised Services to improve focus and spread of best practice. Directors appointed to (a) strengthen acquisition team, (b) drive e- Commerce development, (c) lead new Multi-Service operation, (d) centralise Purchasing to utilise Internet procurement. Prospects for 2001 Core businesses to show accelerating turnover growth together with growth in profits. Interim Results These results reflect the successful achievement of the strategies which we set in place last year to concentrate on our core activities and invest in and improve the sales and marketing in these businesses to drive top line growth. This strategy also involved the sale of non-core businesses, which is now largely achieved and the buying back of shares, where we have now spent some £1 billion to buy back 20.4% of the share capital. This strategy to restructure the capital base and focus on a restricted range of services necessitated the disposal of businesses representing a third of the company's sales and a fifth of profits. This was coupled with a large share buy back programme and the acquisition of a Danish investment company holding 32% of the Company's shares. Together, these make it very difficult to compare the half year's results for the total company, including the divested businesses, of turnover of £1,425m, profits of £208m and earnings per share of 5.44p, with those of last year. However, the successful completion of this corporate activity during the second half of 2000, will leave the company with sharply focussed core businesses and a strong base for development in 2001 and beyond. We therefore concentrate below on the results of the core businesses. Core Businesses To reflect the new concentration, the Company will, in future, report on its core businesses by Specialised Services and by Facilities Management. Specialised Services The Specialised Services are Hygiene; Security; Pest Control; Tropical Plants; Conferencing and Parcels Delivery. These services have been restructured to enhance the focus on each service and, in particular, to aid the rapid identification and spread of best practice from country to country. Facilities Management The Company's strong customer base, particularly in the UK, in Cleaning, Catering, Hospital and Management Services is to be used as the platform for the development of multi-servicing (selling a range of services to a single customer) as a new Facilities Management sector. First Half Overview In the first half, the core businesses showed turnover of £1,004m, up by 1.9% over the first half last year, with profits of £190m reduced by 6.3% (all percentages are at constant exchange rates). Businesses were impacted by the costs of sales and marketing invested to produce future organic growth. The results were also affected by the costs of e-Commerce development and those arising from the disruption of the disposal programme. Pest Control and Conferencing produced good growth but Hygiene was affected by management changes in the UK and the 35 hour working week rules in France. UK Parcels Delivery profits were reduced by the costs of increasing capacity with the new central sorting 'hub' and teething problems of new computer systems. UK and US Facilities Management profits were down because of the loss in the second half of last year of some large but low margin contracts. Specialised Services The turnover of these services grew by 4.5% (all percentages are at constant exchange rates) to £776m with profits declining by 5.0% to £173m. Hygiene - showed turnover growth of 2.7% to £302m, with UK turnover falling 3.5% to £94.6m as a result of net contract terminations; French turnover grew by 4.2% to £67.3m with Netherlands rising 5.9% to £28.6m and Belgium by 5.8% to £23.6m. Germany grew by 2.5% to £20.7m and Australia rose 11.7% to £11.5m. Margins were impacted by additional sales and marketing investment, restructuring in the UK and additional costs of the new 35 hour working week rules in France, so that profits were down 8.5% at £85.4m. Security - produced turnover growth of 4.5% to £232m. UK turnover grew by 2.7% to £113m, USA by 8.2% to £46.0m, Netherlands by 4.8% to £21.8m, Belgium by 8.7% to £21.3m and Canada by 2.4% to £17.0m and France up 3.4% to £12.1m. Profits declined by 1.8% to £22.4m reflecting additional sales and marketing investment. Pest Control - showed good growth of 5.6% to £95.4m. UK turnover rose by 1.5% to £32.8m, Germany by 6.0% to £8.8m, Netherlands by 6.7% to £6.4m, USA by 4.3% to £4.9m, South Africa by 10.0% to £4.4m and France by 15.8% to £4.4m. Profits improved by 7.0% to £33.8m. Tropical Plants - turnover grew by 3.3% to £44.1m, USA turnover grew by 1.4% to £21.0m, UK by 3.1% to £6.6m, France by 7.4% to £2.9m and Australia was flat at £2.6m. Profits declined by 2.3% to £8.5m with higher sales and marketing investment, particularly in USA. Conferencing - there was strong growth in turnover of 11.8% to £32.1m with profits growing by 13.5% to £12.6m as new investments to enhance three of our existing conference centres came on stream. Our investment programme into new sites and enhancements to existing centres continues. Parcels Delivery - turnover grew by 8.7% to £70.9m with UK up by 4.9% to £61.5m and others by 42.4% to £9.4m (at constant exchange rates). In UK a major increase in capacity was added with the opening of a new central sorting 'hub'. This will allow us to take advantage of the huge opportunity for home Internet delivery. However, the cost of bringing this on stream, together with teething problems of new computer systems, were largely responsible for profits dropping by 30.5% to £9.8m. Facilities Management This business suffered from the termination of a number of large, low margin contracts in the second half of last year which reduced turnover by 6.2% to £227m and, without a corresponding reduction in the overhead cost, profits fell by 29.7% to £18.0m. Our more flexible approach to contract pricing, which was implemented last year, is producing better customer retention and new contract gains. We are expecting some good growth from the introduction of the new Facilities Management proposition which will be headed by Stephen Fretwell as Director, Facilities Management. Geographic Commentary United Kingdom UK turnover in core activities fell slightly by 1.1% to £521m and profits fell by 13.5% to £104m, mainly as a result of the reduction in turnover and profits from the losses of higher value, low margin Facilities Management contracts referred to above. Hygiene growth was disappointing with some management changes and Parcels Delivery margins and profits were hit by investment in the new hub and computer systems, whilst Pest Control showed some growth in new contracts. Conferencing showed excellent growth and Security and Tropical Plants also produced good results. Continental Europe Continental Europe produced good turnover growth of 4.9% to £286m although margins were reduced by investment into sales and marketing to give profit growth of 1.1% to £55.9m. There was good growth in Tropical Plants, Security and Pest Control but profits in Hygiene were held back by increased costs in France from the new 35 hour working week rules. North America North America turnover growth of 2.6% to £122m was held back by the loss of high value, low margin contracts in Facilities Management which was also reflected in the 22.8% reduction in profit to £7.8m. Security produced good growth in turnover and profits. Asia Pacific Our Asia Pacific businesses mainly comprise our higher margin Hygiene and Pest Control businesses and these benefited from the improving economies in South- East Asia with South Africa and Australia also producing good growth. Turnover grew by 11.3% to £74.7m and profits by 5.5% to £23.0m. Non-Core Businesses In accordance with our strategy of disposing of non-core businesses, we have now sold nine businesses to raise £545m (£534m in the first half) towards our target of achieving net proceeds of at least £600m by the end of the year. Ratin Acquisition We have now completed the share exchange take-over of Ratin A/S, a Danish investment company which held 32% of Rentokil Initial shares. Although the total share capital remains unchanged from this acquisition (as we are cancelling the shares previously held by Ratin) previous Ratin shareholders are now direct shareholders in Rentokil Initial which widens the shareholder base of the company. Other Acquisitions To date this year, we have made nine acquisitions, costing £74m. This includes seven smaller acquisitions for £4m as bolt-ons to our tropical plants, pest control, security and hygiene activities in the USA, Belgium, Hong Kong, Australia and Spain. Significantly, we have also acquired Bilger Schwenk, a textile services business in Germany, for DM121m (£40m) and this, together with our acquisition of Adrett in 1999, has taken us into the no. 3 position in Hygiene in Germany. We also announce today the acquisition of TruGreen Interior Plantcare (see below). Share Buy Back During the first half, we obtained shareholder approval (in two stages) to buy back up to 795m shares (27.75% of the original share capital) and have now bought back 585m shares (20.4% of the original capital) at a total cost of £1,002m. We plan to continue the programme and could extend it beyond the £1.5 billion originally envisaged. Shareholder approval is therefore being sought to buy back up to a further 15% of the remaining share capital. Cash Flow Cash flow from operating activities before acquisitions, disposals, dividends and the share buy back in the half year was £119m (1999 £134m). After the £1.1m (net) spent on acquisitions, £363m cash from disposals, £80.9 on the final dividend and £820m on the share buy back, net debt at the end of the half year was £526m. Dividend An interim net dividend of 1.30p per share (1999 1.20p), an increase of 8.3%, will be paid on 3rd November 2000 to shareholders on the register on 15th September 2000. Prospects Acquisitions We announce today the acquisition of TruGreen Interior Plantcare, (the second largest tropical plants business in USA) for US$45m (£30m) to add to our own existing business which is already the largest in that country. This acquisition further consolidates Rentokil Initial's leadership of the USA tropical plant services market. As well as the excellent bolt-on opportunities provided by the integration of twelve overlapping branches and the divisional head office, the enlarged operation will enjoy additional benefits arising from increased purchasing power. Furthermore, the acquisition provides the strategic benefits of taking Rentokil Initial into twelve new cities and these, in turn, will offer opportunities for further bolt-on acquisitions, as well as organic growth. James Wilde, Regional Managing Director, now concluding our disposal programme, will lead a drive to give greater emphasis to the Company's acquisition programme which will be concentrated on our specialised services in Europe, North America and the major countries of Asia Pacific. e-Commerce The Company has developed a number of new Internet based initiatives which should enhance customer services and organic sales, improve our service and administration systems and costs and cut the cost of procurement. From 1st September, Initial City Link is launching a special home Internet delivery service to back the growth in B2C trade. Rosemary Duckworth has been appointed e-Commerce Director responsible for driving developments across the Company. We have also appointed Mike Tunnell as Procurement Director to centralise Company procurement world-wide in order to utilise internet procurement. 2000/2001 The Company expects to achieve at least £600m from its disposal programme in 2000. With the cash from these disposals, together with a good cash flow and borrowings, even after the £1,000m spent on the share buy back so far, we could spend up to a further £1.5 billion on acquisitions and further share buy backs. The Board expects that, as a result of sales and marketing investments and improvements, the rate of growth of turnover in core activities will improve in the second half with profits from these core activities comparable to the second half of last year representing a strong improvement in profits over the first half. The Board expects that in 2001 core businesses will show accelerating turnover growth together with growth in profits. It is proposed to issue a further update on second half trading in early December. Issued for: Rentokil Initial plc, Felcourt, East Grinstead, West Sussex Press enquiries: Sir Clive Thompson, Chief Executive C T Pearce, Finance Director 01342 833022 SEGMENTAL ANALYSIS 6 months to 6 months to Year to 30 June 30 June 31 December 2000 1999 1999 £m £m £m At June 2000 average rates Business Analysis Turnover Core activities: Specialised services: Hygiene 302.1 294.3 592.2 Security 231.6 221.6 455.4 Pest Control 95.4 90.3 186.2 Tropical Plants 44.1 42.7 90.1 Conferencing 32.1 28.7 60.7 Parcels Delivery * 70.9 65.2 152.3 776.2 742.8 1,536.9 Facilities Management 227.3 242.4 473.4 Total core activities 1,003.5 985.2 2,010.3 Non core activities 421.8 493.9 1,001.9 At June 2000 average rates 1,425.3 1,479.1 3,012.2 Exchange - 21.1 27.0 As reported 1,425.3 1,500.2 3,039.2 Profit Before Tax Core activities: Specialised services: Hygiene 85.4 93.3 190.0 Security 22.4 22.8 52.5 Pest Control 33.8 31.6 67.3 Tropical Plants 8.5 8.7 20.6 Conferencing 12.6 11.1 24.0 Parcels Delivery 9.8 14.1 31.4 172.5 181.6 385.8 Facilities Management 18.0 25.6 51.2 Interest (0.6) (4.6) (7.7) Total core activities 189.9 202.6 429.3 Non core activities 17.6 46.7 106.5 Interest (inc. on sale proceeds) 3.4 (1.0) (1.9) Total non core activities 21.0 45.7 104.6 Interest on share buy back (10.4) - - Exceptional items (net - note 4) 7.0 - - At June 2000 average rates 207.5 248.3 533.9 Exchange - 4.7 7.2 As reported 207.5 253.0 541.1 The non core businesses, as set out in note 6, are those identified for sale and include businesses sold by 25th August 2000 (shown as 'discontinued operations' in the Consolidated Profit and Loss Account) and also businesses which are still in the process of being sold which are included in 'continuing operations'. * Included in United Kingdom and Parcels Delivery turnover is £26.1m of franchisees' turnover (1999 half year: £26.0m, full year: £56.2m); the 1999 figures have been restated accordingly. 6 months to 6 months to Year to 30 June 30 June 31 December 2000 1999 1999 £m £m £m At June 2000 average rates Geographic Analysis Turnover Core activities: United Kingdom * 520.6 526.4 1,067.9 Continental Europe 286.2 272.8 554.2 North America 122.0 118.9 249.4 Asia, Pacific & Africa 74.7 67.1 138.8 1,003.5 985.2 2,010.3 Non core activities: United Kingdom 148.7 158.7 323.2 Continental Europe 64.9 59.0 122.1 North America 204.9 273.4 549.1 Asia, Pacific & Africa 3.3 2.8 7.5 421.8 493.9 1,001.9 Total: United Kingdom * 669.3 685.1 1,391.1 Continental Europe 351.1 331.8 676.3 North America 326.9 392.3 798.5 Asia, Pacific & Africa 78.0 69.9 146.3 At June 2000 average rates 1,425.3 1,479.1 3,012.2 Exchange - 21.1 27.0 As reported 1,425.3 1,500.2 3,039.2 Profit Before Tax Core activities: United Kingdom 103.8 120.0 253.2 Continental Europe 55.9 55.3 115.4 North America 7.8 10.1 23.7 Asia, Pacific & Africa 23.0 21.8 44.7 Interest (0.6) (4.6) (7.7) 189.9 202.6 429.3 None core activities: United Kingdom 2.7 15.4 32.6 Continental Europe 1.9 6.3 19.4 North America 12.5 24.4 52.8 Asia, Pacific & Africa 0.5 0.6 1.7 Interest (inc. on sale proceeds) 3.4 (1.0) (1.9) 21.0 45.7 104.6 Interest on share buy back (10.4) - - 200.5 248.3 533.9 Total: United Kingdom 106.5 135.4 285.8 Continental Europe 57.8 61.6 134.8 North America 20.3 34.5 76.5 Asia, Pacific & Africa 23.5 22.4 46.4 Interest 2.8 (5.6) (9.6) 210.9 248.3 533.9 Interest on share buy back (10.4) - - Exceptional items (net - note 4) 7.0 - - At June 2000 average rates 207.5 248.3 533.9 Exchange - 4.7 7.2 As reported 207.5 253.0 541.1 The non core businesses, as set out in note 6, are those identified for sale and include businesses sold by 25th August 2000 (shown as 'discontinued operations' in the Consolidated Profit and Loss Account) and also businesses which are still in the process of being sold which are included in 'continuing operations'. * Included in United Kingdom and Parcels Delivery turnover is £26.1m of franchisees' turnover (1999 half year: £26.0m, full year: £56.2m); the 1999 figures have been restated accordingly. CONSOLIDATED PROFIT AND LOSS ACCOUNT 6 months to Year 6 months to 30 June 2000 30 June 31 December Core Non Core Total 1999 1999 £m £m £m £m £m (restated) (restated) Turnover (including share of associates and franchisees) Continuing operations 1,003.1 145.8 1,148.9 1,500.2 3,039.2 Acquisitions 0.4 - 0.4 - - 1,003.5 145.8 1,149.3 1,500.2 3,039.2 Discontinued operations - 276.0 276.0 - - 1,003.5 421.8 1,425.3 1,500.2 3,039.2 Less: share of turnover of associates (10.8) - (10.8) (9.4) (19.9) turnover of franchisees (26.1) - (26.1) (26.0) (56.2) Turnover 966.6 421.8 1,388.4 1,464.8 2,963.1 Operating expenses (769.1) (404.2) (1,173.3) (1,207.9) (2,416.0) Operating profit Continuing operations before exceptional items 188.5 1.4 189.9 256.9 546.5 Exceptional items (net - note 4) 7.0 - 7.0 - - Continuing operations 195.5 1.4 196.9 256.9 546.5 Acquisitions 0.1 - 0.1 - - 195.6 1.4 197.0 256.9 546.5 Discontinued operations - 16.2 16.2 - - 195.6 17.6 213.2 256.9 546.5 Share of profit of associates 1.9 - 1.9 2.0 4.6 Profit on ordinary activities before interest 197.5 17.6 215.1 258.9 551.1 Interest payable (net) (7.6) (5.9) (10.0) Profit on ordinary activities before taxation 207.5 253.0 541.1 Tax on profit on ordinary activities (59.1) (74.4) (154.5) Profit on ordinary activities after taxation 148.4 178.6 386.6 Minority interests (0.7) (0.8) (1.3) Profit attributable to shareholders 147.7 177.8 385.3 Dividends (29.4) (34.3) (117.6) Profit retained 118.3 143.5 267.7 Earnings per 1p share 5.44p 6.22p 13.47p Diluted earnings per 1p share 5.43p 6.19p 13.43p Dividends per 1p share 1.30p 1.20p 4.11p CONSOLIDATED BALANCE SHEET 6 months to 6 months to Year to 30 June 30 June 31 December 2000 1999 1999 £m £m £m (restated) (restated) Fixed assets Intangible assets 58.6 47.2 55.5 Tangible assets 604.4 895.5 885.3 Investments 328.1 33.1 34.5 991.1 975.8 975.3 Current assets Stocks 49.2 66.8 64.5 Debtors 521.8 593.8 591.4 Short term deposits and cash 506.5 224.2 353.7 1,077.5 884.8 1,009.6 Current liabilities due within one year Creditors (860.2) (727.2) (770.0) Bank and other borrowings (299.2) (210.8) (154.8) (1,159.4) (938.0) (924.8) Net current (liabilities)/assets (81.9) (53.2) 84.8 Total assets less current liabilities 909.2 922.6 1,060.1 Deferred liabilities due after one year Creditors (8.7) (11.9) (14.3) Bank and other borrowings (732.9) (256.8) (287.7) Provisions for liabilities and charges (277.3) (317.7) (301.6) Net (liabilities)/assets (109.7) 336.2 456.5 Equity capital and reserves Called up share capital (note 5) 30.9 28.7 28.7 Share premium account 36.0 34.3 35.7 Capital redemption reserve account 5.8 - - Other reserves 5.2 7.8 5.2 Profit and loss account (364.7) 260.6 382.0 Equity shareholders' funds (286.8) 331.4 451.6 Equity minority interests 177.1 4.8 4.9 Capital employed (109.7) 336.2 456.5 CONSOLIDATED CASH FLOW STATEMENT 6 months to 6 months to Year to 30 June 30 June 31 December 2000 1999 1999 £m £m £m Operating activities Operating profit 213.2 256.9 546.5 Depreciation charge 92.3 92.9 191.3 Net movement in working capital (18.4) (44.4) (54.0) 287.1 305.4 683.8 Associates' dividends Dividends received from associates - - 1.0 Interest/Dividends Interest received 20.0 10.0 29.9 Interest paid (29.6) (20.8) (44.2) Dividends paid to minority interests (0.5) (0.6) (0.8) (10.1) (11.4) (15.1) Taxation Tax paid (53.6) (35.0) (128.5) Capital expenditure and financial investment Purchase of tangible fixed assets (121.3) (153.3) (285.5) Less: financed by leases 4.6 7.8 18.1 (116.7) (145.5) (267.4) Sale of tangible fixed assets 12.2 20.6 54.7 (104.5) (124.9) (212.7) Purchase of own shares for employee share option scheme (2.0) (6.0) (6.0) (106.5) (130.9) (218.7) Acquisitions and disposals Purchase of companies and businesses (3.5) (5.8) (13.0) Less: net cash acquired 2.4 - 0.9 (1.1) (5.8) (12.1) Disposal of companies and businesses 534.4 - - Less: - loan notes received (145.6) - - - net cash in disposed businesses (13.4) - - - lease obligations settled (12.3) - - 363.1 - - 362.0 (5.8) (12.1) Equity dividends paid Dividends paid to shareholders (80.9) (75.4) (109.7) Net cash inflow Before use of liquid resources and financing 398.0 46.9 200.7 Management of liquid resources Movement in short term deposits with banks (1.7) 5.0 (0.4) Financing Issue of ordinary share capital 0.3 1.7 3.1 Own shares purchased for share buy back (820.1) - - Net loan movement 537.9 25.2 11.3 Finance lease movements (7.0) (6.1) (13.8) Net cash (outflow)/inflow from financing (288.9) 20.8 0.6 Net cash Increase in net cash 107.4 72.7 200.9 Reconciliation to net debt Net debt at 1 January (88.8) (294.2) (294.2) Cash flows 107.4 72.7 200.9 Acquired with subsidiaries - - (0.9) Movement in loans (537.9) (25.2) (11.3) Movement in deposits 1.7 (5.0) 0.4 Net debt disposed with subsidiaries 9.5 - - Movement in finance leases 2.4 (1.7) (4.3) Exchange adjustments (19.9) 10.0 20.6 Closing net debt (525.6) (243.4) (88.8) SHAREHOLDERS' FUNDS MOVEMENTS 6 months to 6 months to Year to 30 June 30 June 31 December 2000 1999 1999 £m £m £m Profit attributable to shareholders 147.7 177.8 385.3 Dividends (29.4) (34.3) (117.6) New share capital issued (note 7) 8.3 1.7 3.1 Own shares purchased/cancelled (1,002.1) - - Write off of Ratin investment (11.0) - - Goodwill written back on disposed businesses 142.8 - - Exchange translation adjustments 5.3 2.7 (2.7) Net movement in shareholders' funds (738.4) 147.9 268.1 Opening shareholders' funds * 451.6 183.5 183.5 Closing shareholders' funds (286.8) 331.4 451.6 * Originally £457.2m before prior year adjustment of £5.6m in respect of FRS 15 (1999: £189.1m). NOTES 1. The profit and loss account and cash flow statement for the half years to 30th June 1999 and 2000 and for the year to 31st December 1999 have been translated at average rates of exchange for the relevant periods. Balance sheets have been translated at period end rates. 2. The turnover and profit before tax for the half year to 30th June 2000, if translated at average exchange rates for the half year to 30th June 1999, would have been £24.8m higher and £5.6m higher respectively. 3. From the dates of acquisition to 30th June 2000, acquisitions contributed £0.4m to turnover, £0.1m to profit before interest and £0.1m to profit after interest. 4. Exceptional items comprise: £m Release of provision held against tax and legal actions against an overseas subsidiary 19.8 Write down of investment in own shares held by an ESOP trust (12.8) 7.0 5. Called up share capital comprises: £m Shares issued on acquisition of Ratin A/S 8.0 Ordinary shares 22.9 30.9 6. In August 1999, the company announced its intention to dispose of its non core activities. At 29th August 2000, the date on which these financial statements were approved by the Board, the following non core businesses had been sold and are treated as discontinued businesses: US Distribution US Personnel US Plant hire International containers UK Portable accommodation UK Cranes (part) UK and Scandinavian Timber preserving European Distribution (part) UK Aerial platforms Further non core businesses which are in the process of being sold are included in continuing operations (under FRS 3) but are included as non core businesses in the Segmental Analysis. These are: UK Personnel UK Offshore cranes UK Distribution UK Scaffolding European Distribution (remaining) UK Cranes (remaining) The proceeds of the sales completed by 30th June 2000 amounted to £534m with costs of disposal of £10.0m, and the net assets of the businesses sold (at the dates of sale) were £381m. Included in the proceeds are £134m of convertible loan notes and £11.6m other deferred consideration. The difference between the net sale proceeds and the net assets disposed of, together with the goodwill which has previously been written off against reserves (in particular, part of the goodwill arising on the acquisition of BET plc in 1996) have been taken through the profit and loss account, but as the figures included in this interim statement are provisional and are subject to change following the finalisation of the completion balance sheets, no profit or loss has been taken in these accounts. 7. The Company's recommended offer for Ratin A/S, a publicly listed Danish company, which holds 919 million shares in Rentokil Initial plc, was declared wholly unconditional on 30th May 2000 and, with the implementation of compulsory acquisition procedures, the company now owns 100% of Ratin's share capital. Following the passing of a special resolution at an extraordinary general meeting of the company on 25th August 2000, the ordinary shares in the company held by Ratin are to be acquired and cancelled. The value of the shares acquired and not represented by minority interests at the balance sheet date (£1,184m) has been written off against shareholders' funds, fully compensated by the issue of new shares and these shares have been disregarded in calculating the earnings per share. The value of the remaining shares representing the minority interests, which were acquired subsequent to the date of the balance sheet (£172m), is included in Fixed Assets Investments and Minority Interests on the balance sheet. 8. As of 30th June 2000, the company had purchased 585m of its own shares in the market (representing 20.4% of the company's issued share capital at 1st March 2000) under the authorities given by shareholders at the extraordinary general meetings held on 27th March 2000 and 9th May 2000. These shares have been (or were being) cancelled and their nominal value transferred to the Capital Redemption Reserve account on the balance sheet; they have been excluded in calculating the weighted average number of shares in issue after the date of their purchase by the company. 9. Goodwill represents the excess of the fair value of the consideration paid over the aggregate of the fair values of the net tangible 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. Normally, it is considered that the goodwill relating to the acquisitions made by the company is an inseparable part of the total value of the relevant business and that 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. Where it is considered that the value of the business or its goodwill do have a measurable economic life, the goodwill will be amortised through the profit and loss account by equal annual instalments over such useful economic life. The potential economic lives of businesses and goodwill are reviewed annually and revised where appropriate. Where the useful economic life does not exceed 20 years, goodwill will be subject to an impairment review at the end of the year of acquisition and at any other time if 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 businesses and goodwill are assessed for impairment against carrying values on an annual basis in accordance with FRS 11. Any impairment will be charged to the profit and loss account in the period in which it arises. The Directors have reviewed the acquisitions made in the six months to 30th June 2000 and determined that these businesses have indefinite useful lives and hence the goodwill is not being amortised. 10. Full year 1999 figures are taken from the accounts filed with the Registrar of Companies. The results for the six months to 30th June 2000 and 30th June 1999 have not been audited but have been reviewed by PricewaterhouseCoopers, the company's auditors. 11. The company has adopted Financial Reporting Standard 15 (Tangible Fixed Assets) in the period and assets which had previously been revalued have been restated at historical cost as a prior year adjustment and the prior period figures have been restated accordingly. The June 1999 balance sheet has also been restated to reflect the adoption of FRS 12 as at 31st December 1999 with £61.8m of self insurance provisions being transferred from creditors to provisions. 12. Turnover for the period includes £10.8m (1999: £9.4m) and profit £1.9m (1999: £2.0m) in respect of the group's share of associates (Nippon Calmic Limited and Rezayat Sparrow Arabian Crane Hire Co Ltd). 13. Tax comprises UK Corporation Tax (less double taxation relief) £33.2m (1999: £41.1m) and overseas tax £25.9m (1999: £33.3m). 14. The financial information in this statement does not constitute statutory accounts within the meaning of s.240 of the Companies Act 1985. 15. Copies of the interim report will be dispatched to shareholders and will also be available from the company's registered office at Felcourt, East Grinstead, West Sussex, RH19 2JY. INDEPENDENT REVIEW REPORT TO RENTOKIL INITIAL PLC Introduction We have been instructed by the company to review the financial information and we have read the other information contained in the interim report for any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The Listing Rules of the Financial Services Authority require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reason for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data, and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30th June 2000. PricewaterhouseCoopers Chartered Accountants and Registered Auditors 1 Embankment Place London WC2N 6NN 29th August 2000
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