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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