Statement re Possible Offer

Raphoe Management Rentokil Initial plc Statement re Possible Offer Statement re Press Comment Raphoe Management Limited 30 August 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES Raphoe Management Limited ("Raphoe") Update on Possible Offer and Comment on Media Speculation In response to the statement made by the Board of Rentokil Initial plc ("Rentokil") on 26 August 2005 and to recent media and other comment, the Board of Raphoe Management Limited ("Raphoe") makes the following announcement: 1. Further to its earlier statement of 22 August 2005, Raphoe confirms that it has been in touch with the Board of Rentokil and with its advisers and it remains Raphoe's intention to discuss the possibility of making an offer to the shareholders of Rentokil. 2. Further to its statement of 22 August 2005, Raphoe continues to seek discussions with the Trustees of the Rentokil Pension Funds. Raphoe considers this to be essential given recent changes in UK legislation governing pensions and, in particular, certain powers that UK pension fund trustees and the newly appointed Pensions Regulator now have, in certain circumstances, on the change of control of a company. 3. Further to its statement of 22 August 2005 that it had taken soundings from certain shareholders of Rentokil, Raphoe is continuing to take such soundings in the light of the content of the interim results announcement of Rentokil and associated comments by Rentokil. 4. Raphoe has noted speculation in the media concerning the support it may have from certain shareholders. Raphoe has not at any time made any announcement concerning such support and will only do so in accordance with the provisions of The City Code on Takeovers and Mergers. 5. Raphoe has noted speculation in the media concerning the structure of any offer it may make. Raphoe has at no time announced or disclosed what the structure of any such offer might be and thus such speculation should be ignored. If Raphoe decides to disclose details of the structure of any offer it might make this will be done in accordance with the provisions of the The City Code on Takeovers and Mergers. This announcement does not constitute an announcement of a firm intention to make an offer and there can be no certainty that any offer will be made. A further announcement will be made when appropriate. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Rentokil, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Rentokil is required to disclose, by not later than 12.00 noon (London time) on the London business day following the date of the relevant transaction, dealings in such securities of that company (or in any option in respect of, or derivative referenced to, any such securities) during the period to the date on which the offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Rentokil by Raphoe or Rentokil, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed. If you are in any doubt as to the application of Rule 8, to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
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