Recommended Offer for Issued Share Cap'l of Ratin
Rentokil Initial PLC
30 March 2000
RENTOKIL INITIAL plc
Recommended Offer
for the entire issued share capital of Ratin A/S
The following announcement was made jointly by Rentokil
Initial plc and Ratin A/S in Copenhagen today:
Exchange offer to shareholders in Ratin A/S
On 1 March 2000 it was announced that Rentokil Initial
plc (Rentokil Initial) had reached agreement in principle
with the Board of Ratin A/S (Ratin) on the terms of a
recommended offer by Rentokil Initial for the entire
issued share capital of Ratin (the Offer).
The Boards of Rentokil Initial and Ratin are pleased to
announce that Rentokil Initial's formal exchange offer to
Ratin's shareholders has been made today. The offer
document has been filed with the Copenhagen Stock
Exchange and the offer advertisement will appear in
tomorrow's edition of Berlingske Tidende, Boersen and
JyllandsPosten.
In summary, Rentokil Initial's Offer to Ratin
shareholders is to exchange their holdings of Ratin A and
B shares into new Rentokil Initial ordinary shares on a
'see-through' basis, with each accepting Ratin
shareholder receiving 34.706 new Rentokil Initial
ordinary shares for each Ratin share held. Holders of
Ratin A and B shares are being treated equally in respect
of the Offer.
Assuming full acceptance of the Offer, the total number
of new Rentokil Initial ordinary shares issued pursuant
to the Offer will therefore be substantially the same as
the total number of Rentokil Initial ordinary shares
currently held by Ratin.
Henry King, Chairman of the Board of Rentokil Initial,
commented as follows:
'The Board of Rentokil Initial looks forward to welcoming
Ratin's shareholders as shareholders directly in Rentokil
Initial. This Offer will give Rentokil Initial a large
number of new Danish and other international shareholders
and enhance the free float and liquidity of our shares.'
Jan O Froeshaug, Chairman of the Board of Ratin,
commented as follows:
'Ratin's board finds that with the exchange offer a very
satisfactory result for the shareholders has been
achieved, among other things, due to the following
reasons:
* The exchange of shares implies that the shareholders
obtain the 'see through' value of their shares, i.e.
without any discount to the market value of Ratin's
holding in Rentokil Initial.
* The shareholders receive Rentokil Initial shares at
their own disposal one year earlier than expected.
* The Rentokil Initial share buy back programme, as
adopted at the extraordinary general meeting of
Rentokil Initial on 27 March 2000, will be available
to the Ratin shareholders if the Offer becomes
unconditional before a return of capital takes place.
* No capital gains tax will for Danish shareholders be
levied upon acceptance of the Offer.
Ratin's board recommends that the shareholders accept the
offer.'
The offer period commences on 30 March 2000, and ends on
24 May 2000 at 4.00 p.m. (Danish time). The offer period
can be extended if Rentokil Initial so decides.
The Offer is subject to various conditions, including
that Rentokil Initial, at the expiry of the offer period,
holds more than 90 per cent of the entire issued share
capital of Ratin representing more than 90 per cent of
the voting rights in Ratin. Once this is achieved, it is
the intention of Rentokil Initial to initiate the
compulsory acquisition procedure under Danish law and to
de-list the Ratin shares from the Copenhagen Stock
Exchange.
To accept the Offer, Ratin shareholders must submit a
duly completed and signed acceptance form to their
custody bank in time to enable the custody bank to
deliver acceptances to Den Danske Bank, Emission, before
4.00 p.m. (Danish time) on Wednesday, 24 May 2000. Upon
acceptance of the Offer, the relevant shares will be
transferred to separate ID Codes following which the
Ratin shares will be referred to as Ratin A acceptance
shares and Ratin B acceptance shares within your deposit
account with the Danish Securities Centre.
Ratin intends to propose payment to its shareholders of a
dividend in respect of the financial year 1999 of DKK
18.10 per Ratin share.
The Danish tax authorities (Told- & Skattestyrelsen)
have, on application from Ratin, granted the Danish
shareholders permission to treat the share exchange as a
tax-exempt share-for-share exchange. Any capital gain
will be taxable when the new Rentokil Initial shares are
disposed of.
The full conditions of the Offer are set out in the offer
document. The offer document is being distributed to
shareholders listed in the register of shareholders
except shareholders resident in Australia, Canada, Japan
and any state in the United States where the making of
the Offer would be illegal under the laws of that state.
The offer document can be ordered from Den Danske Bank,
Emission, 2-12 Holmens Kanal, DK - 1092 Copenhagen K,
phone no. +45 33 44 51 30, facsimile no. +45 33 44 50 78.
Ratin is Rentokil Initial's largest shareholder, with a
holding of 32.1 per cent of the issued share capital of
Rentokil Initial. Ratin was established in order to hold
this shareholding and this continues to be its sole
purpose. Its assets comprise its holding in Rentokil
Initial, associated cash and cash receivable, and its
income is entirely derived from dividends received from
Rentokil Initial and interest earned thereon.
Press enquiries:
Rentokil Initial plc Ratin A/S
Sir Clive Thompson, Chief Ole Balle, President
Executive
Christopher Pearce, Finance +45 39 53 85 02
Director
+44 1342 833 022
This announcement is not being and must not be
distributed or sent in, into or from Canada, Australia,
Japan or any state in the United States where the making
of the Offer would be illegal under the laws of that
state (an 'Excluded State') (whether by use of the mails
of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national
securities exchange of, Canada, Australia, Japan or any
Excluded State) and doing so may render invalid any
purported acceptance.
London, March 30, 2000 Copenhagen, March 30, 2000
Rentokil Initial plc Ratin A/S