Scheme of arrangement

Rentokil Initial PLC
26 April 2005


REG-Rentokil Initial plc-Corporate Reorganisation

Proposed Corporate Reorganisation of Rentokil Initial plc ('Rentokil Initial')


On 24 February 2005, the Board of Rentokil Initial announced its proposal to
implement a corporate reorganisation, by way of a Court approved scheme of
arrangement under section 425 of the Companies Act 1985 (the 'Scheme'), to
introduce a new listed holding company for the group, which would acquire the
existing group and then implement a reduction of capital to create additional
distributable reserves (the 'Reduction of Capital').

The Board of Rentokil Initial announces that shareholders have today been sent a
circular setting out in full the details of the proposed Scheme and Reduction of
Capital. The Scheme is subject to and conditional upon, inter alia, shareholder
approval at a Court meeting and an extraordinary general meeting, both of which
will be held on 26 May 2005 (the day of Rentokil's Initial's annual general
meeting). and the sanction of the High Court. Once the Scheme becomes effective,
the new holding company, Rentokil Initial 2005 plc ('New Rentokil Initial'),
will be renamed Rentokil Initial plc. It is anticipated that dealings in the
shares in New Rentokil Initial will commence on 21 June 2005 ('Admission').

Copies of the Listing Particulars relating to New Rentokil Initial can be
obtained, free of charge, from Capita Registrars (The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU).

In addition, copies of the Listing Particulars may be obtained free of charge
during normal business hours on any week day (excluding Saturdays, Sundays and
public holidays) up until Admission (or such later time as the Scheme becomes
effective or lapses) from the registered office of Rentokil Initial plc, being
Felcourt, East Grinstead, West Sussex, RH19 2JY, from the Rentokil Initial plc
website (www.rentokil-initial.com) or from UBS Limited, 1 Finsbury Avenue,
London, EC2M 2PP.

Copies of the Listing Particulars are also available during normal business
hours on any week day (excluding Saturdays, Sundays and public holidays), for
inspection only, at the Document Viewing Facility of the Financial Services
Authority at 25 The North Colonnade, Canary Wharf, London, E14 5HS or at the
offices of Freshfields Bruckhaus Deringer at 65 Fleet Street, London, EC4Y 1HS,
from the date of publication up until Admission.


For further information please contact:

Rentokil Initial
Roger Payne           Group Finance Director      Tel: [phone]
Charles Grimaldi      Investor Relations          Tel: [phone]

UBS Investment Bank
Emma Goodrick                                     Tel: [phone]
Jonathan Bewes                                    Tel: [phone]

UBS Limited is acting for Rentokil Initial and New Rentokil Initial and no-one
else in connection with the Scheme and the Reduction of Capital and,
accordingly, will not be responsible to anyone other than Rentokil Initial and
New Rentokil Initial for providing the protections afforded to its clients nor
for providing advice in relation to the Scheme or the Reduction of Capital or
any other matters referred to in the Listing Particulars or herein.


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