SEC Info - Terminix Global Holdings Inc.

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Benefit; Assignment Borrowing Powers Business of Rentokil Initial C-1 Calls on Shares Capitalisation of Profits and Reserves Capitalization Cautionary Statement Regarding Forward-Looking Statements Certain Divestitures Certain Filings; SEC Matters Certain Other Covenants and Agreements Certain Post-Signing Transactions Certain Tax Matters Certain Terminix Unaudited Prospective Financial Information Change in Registrant's Certifying Accountant Change of Control Change of Control and Takeovers Closing Closing and Effectiveness of the Transaction Communications Company Equity Awards Company Stockholder Meeting; Parent Shareholder Meeting Comparative Per Share Market Price Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders Compensation of Rentokil Initial Board of Directors and Executive Leadership Team Compliance with Laws Conditions to Completion of the Transaction Conditions to the Obligations of Each Party Conditions to the Obligations of Parent, Bidco and Each Merger Sub Conditions to the Obligations of the Company Conditions to the Transaction Conduct of Business Pending the Transaction Conduct of Parent Conduct of the Company Conversion and Cancellation of Shares in the First Merger Conversion of Shares in the Second Merger Corporate Authorization Corporate Existence and Power Counterparts; Effectiveness D-1 D-10 D-11 D-12 D-15 D-17 D-20 D-23 D-24 D-25 D-26 D-29 D-3 D-30 D-32 D-33 D-36 D-37 D-41 D-42 D-43 D-46 D-47 D-48 D-5 D-6 D-7 D-8 D-9 Date, Time and Place of the Terminix Special Meeting Definitions Delegation of Powers of the Board Delisting and Deregistration of Terminix Common Stock Deposit, Withdrawal and Cancellation Description of Debt Financing Description of Rentokil Initial American Depositary Shares Description of Rentokil Initial Ordinary Shares Destruction of Documents Director and Officer Liability Directors and Officers Directors' Expenses Directors' Interests Directors' Remuneration in the Year Ending December 31, 2021 Directors' Service Agreements -- Executive Directors Direct Registration System Disclosure Documents Disclosure of Shareholder Ownership Disclosure Schedule References and SEC Document References Disqualification and Removal of Directors Dissenting Shares Distribution of Assets on a Winding-up Dividends Dividends and Other Distributions Effect of Termination Efforts to Consummate the Transaction Election Procedures Employee Matters Employees and Employee Benefit Plans Enforceability of Civil Liabilities Entire Agreement Environmental Matters Establishment of ADR Facility Executive Directors Expenses Experts Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement F-1 F-11 F-12 F-2 F-5 F-6 F-7 F-72 F-73 F-74 F-75 F-76 F-77 F-8 FCA and Other Filings FCPA; Anti-Corruption; Sanctions Fees Filings, Consents and Approvals Financial Statements and Financial Matters Financing Financing Assistance Financing Cooperation Finders' Fees Forfeiture and Surrender Fractional ADSs Frequently Used Terms Further Assurances Future Terminix Stockholder Proposals General Meetings Governance Governance Matters Following Completion of the Transaction Governing Law Governmental Authorization Gratuities, Pensions, Indemnities and Insurance Householding of Proxy Materials Human Capital Management Hygiene & Wellbeing Incorporation of Certain Documents by Reference Indemnification and Insurance Index to Financial Statements Information about the Companies Information Rights Insurance Intellectual Property Interests of Terminix's Directors and Executive Officers in the Transaction Introduction Jurisdiction/Venue Jury Trial Waiver Kpmg Llp Labor Matters Legal Matters Legal Proceedings Lien Limitations on Obligations and Liability Listing Listing of Rentokil Initial ADSs Litigation Litigation Related to the Transaction Lost Certificates Major Shareholders of Rentokil Initial Management's Discussion and Analysis of Financial Condition and Results of Operations Material Adverse Effect Material Contracts Material Tax Consequences Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs Material U.S. Federal Income Tax Consequences Matters to Be Considered at the Terminix Special Meeting Merger Agreement, The Merger Consideration Merger Proposal, The Mergers, The Methods of Voting Minutes No Fractional ADSs Non-contravention Non-Executive Directors No Other Representations and Warranties No Ownership of Company Common Stock No Ownership of Parent Ordinary Shares No Solicitation No Solicitation by Parent No Solicitation by the Company Notes to Unaudited Pro Forma Condensed Combined Financial Information Notice of General Meetings Notices No Undisclosed Material Liabilities Number of Directors Obligations of Merger Subs Obligations to Call Stockholders' Meetings Opinion of Financial Advisor Opinion of Terminix's Financial Advisor Organizational Documents Other Definitional and Interpretative Provisions Other Expenses Other Matters Overview Payment of Taxes Permits Pest Control Powers of the Board Preliminary PricewaterhouseCoopers LLP Proceedings at General Meetings Proceedings of the Board Properties Proxies and Corporate Representatives Proxy Solicitation Costs Proxy Statement and Registration Statement Covenant Public Announcements Questions and Answers Quorum; Abstentions and Broker Non-Votes Recommendation of the Terminix Board of Directors Recommendation of the Terminix Board of Directors; Terminix's Reasons for the Transaction Record Date for the Terminix Special Meeting and Voting Rights Record Dates Registers Regulatory Approvals Required for the Transaction Regulatory Compliance Rentokil Initial Analysis of Other Reserves (Unaudited) for the Period Ended 30 June 2022 and 2021 Rentokil Initial Board of Directors and Executive Leadership Team Rentokil Initial Consolidated Balance Sheet at 31 December 2021 and 2020 Rentokil Initial Consolidated Balance Sheet (Unaudited) at 30 June 2022 and 31 December 2021 Rentokil Initial Consolidated Cash Flow Statement for the Years Ended 31 December 2021, 2020 and 2019 Rentokil Initial Consolidated Cash Flow Statement (Unaudited) for the Period Ended 30 June 2022 and 2021 Rentokil Initial Consolidated Statement of Changes in Equity for the Years Ended 31 December 2021, 2020 and 2019 Rentokil Initial Consolidated Statement of Changes in Equity (Unaudited) for the Period Ended 30 June 2022 and 2021 Rentokil Initial Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Years Ended 31 December 2021, 2020 and 2019 Rentokil Initial Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited) for the Period Ended 30 June 2022 and 2021 Rentokil Initial Debt Financing, The Rentokil Initial Explanatory Notes to the Interim Financial Statements (Unaudited) Rentokil Initial Notes to the Financial Statements Rentokil Initial Remuneration in Context Rentokil Initial's Reasons for the Transaction Rentokil Initial Unaudited Pro Forma Combined Financial Information Reorganization Report of Independent Registered Public Accounting Firm -- KPMG LLP Report of Independent Registered Public Accounting Firm -- PricewaterhouseCoopers LLP Representations and Warranties Required Votes Requirements for Depositary Actions Restrictions on Resales of Rentokil Initial ADSs Received in the Transaction Revocability of Proxies Risk Factors Risk Factors Summary Risks Related to Rentokil Initial's Business Risks Related to Terminix's Business Risks Relating to the Transaction Seal, The SEC Filings and the Sarbanes-Oxley Act Secretary Section 10.01 Section 10.02 Section 10.03 Section 1.01 Section 1.02 Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 Section 11.09 Section 11.10 Section 11.11 Section 11.12 Section 11.13 Section 16 Matters Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section 2.09 Section 2.10 Section 2.11 Section 2.12 Section 2.13 Section 2.14 Section 262 of the Delaware General Corporation Law Section 3.01 Section 3.02 Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4.08 Section 4.09 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Section 4.17 Section 4.18 Section 4.19 Section 4.20 Section 4.21 Section 4.22 Section 4.23 Section 4.24 Section 4.25 Section 4.26 Section 4.27 Section 4.28 Section 4.29 Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 Section 5.09 Section 5.10 Section 5.11 Section 5.12 Section 5.13 Section 5.14 Section 5.15 Section 5.16 Section 5.17 Section 5.18 Section 5.19 Section 5.20 Section 6.01 Section 6.02 Section 6.03 Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 8.01 Section 8.02 Section 8.03 Section 8.04 Section 8.05 Section 8.06 Section 8.07 Section 8.08 Section 8.09 Section 8.10 Section 8.11 Section 8.12 Section 9.01 Section 9.02 Section 9.03 Security Ownership of Certain Beneficial Owners and Management of Terminix Severability Share Capital Share Certificates Shareholder Communications; Inspection of Register of Holders of ADSs Shares Subject to Properly Exercised Appraisal Rights Specific Performance State Takeover Statutes Stock Exchange Delisting Structure of the Transaction Subsidiaries Summary Summary of Rentokil Initial's 2021 Directors' Remuneration Policy Surrender and Payment Surrender of Terminix Common Stock Survival Sustainability Initiatives Table of Contents Tabulation of Votes Taxes Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities Termination Termination of the Merger Agreement Termination Payment Termination Payments and Expenses Terminix's Board of Directors' Recommendation Terminix Special Meeting, The The Advisory Compensation Proposal The Merger Agreement The Merger Proposal The Mergers The Rentokil Initial Debt Financing The Seal The Terminix Special Meeting The Transaction and the Merger Agreement Third-Party Beneficiaries Transaction and the Merger Agreement, The Transaction Litigation Transaction Structure Transactions with Affiliates Transfer of Shares Transmission of Shares Treatment of Terminix Employee Stock Purchase Plan Treatment of Terminix Equity Awards Unaudited Pro Forma Combined Balance Sheet as of June 30, 2022 Unaudited Pro Forma Combined Statement of Profit or Loss for the Six Months Ended June 30, 2022 Unaudited Pro Forma Combined Statement of Profit or Loss for the Year Ended December 31, 2021 Untraced Shareholders Variation of Rights Vote of Terminix's Directors and Executive Officers Votes of Members Voting Rights Waiver of Jury Trial Where You Can Find Additional Information Winding Up Withholding Rights Workwear (France) Your Right to Receive the Ordinary Shares Underlying Your Rentokil Initial ADSs 100 101 103 104 105 106 110 112 114 119 120 121 127 130 131 132 133 134 135 138 139 140 141 142 144 146 150 154 155 156 157 158 159 160 161 163 164 165 167 168 169 188 190 191 193 194 195 196 197 198 199 201 202 203 204 205 206 207 208 209 211 228 234 238 242 244 245 248 249 292 297 300 301 313 316 322 324 325 326 327 328
1	1st Page – Filing Submission
"	Table of Contents
"	Frequently Used Terms
"	Questions and Answers
"	Summary
"	Information about the Companies
"	Risk Factors Summary
"	The Transaction and the Merger Agreement
"	Merger Consideration
"	Terminix's Board of Directors' Recommendation
"	Opinion of Terminix's Financial Advisor
"	The Terminix Special Meeting
"	Listing of Rentokil Initial ADSs
"	Delisting and Deregistration of Terminix Common Stock
"	Material U.S. Federal Income Tax Consequences
"	Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs
"	Accounting Treatment of the Transaction
"	Treatment of Terminix Equity Awards
"	Treatment of Terminix Employee Stock Purchase Plan
"	Regulatory Approvals Required for the Transaction
"	Litigation Related to the Transaction
"	Appraisal or Dissenters' Rights
"	Description of Debt Financing
"	Conditions to the Transaction
"	No Solicitation
"	Termination of the Merger Agreement
"	Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders
"	Interests of Terminix's Directors and Executive Officers in the Transaction
"	Adjournments
"	Risk Factors
"	Risks Relating to the Transaction
"	Risks Related to Terminix's Business
"	Risks Related to Rentokil Initial's Business
"	Cautionary Statement Regarding Forward-Looking Statements
"	Comparative Per Share Market Price
"	Date, Time and Place of the Terminix Special Meeting
"	Matters to Be Considered at the Terminix Special Meeting
"	Recommendation of the Terminix Board of Directors
"	Record Date for the Terminix Special Meeting and Voting Rights
"	Quorum; Abstentions and Broker Non-Votes
"	Required Votes
"	Vote of Terminix's Directors and Executive Officers
"	Methods of Voting
"	Revocability of Proxies
"	Proxy Solicitation Costs
"	Attending the Terminix Special Meeting
"	Householding of Proxy Materials
"	Tabulation of Votes
"	Assistance
"	The Merger Proposal
"	Transaction Structure
"	Background of the Transaction
"	Recommendation of the Terminix Board of Directors; Terminix's Reasons for the Transaction
"	Rentokil Initial's Reasons for the Transaction
"	Certain Terminix Unaudited Prospective Financial Information
"	100
"	101
"	103
"	104
"	105
"	106
"	110
"	112
"	114
"	Restrictions on Resales of Rentokil Initial ADSs Received in the Transaction
"	119
"	The Rentokil Initial Debt Financing
"	120
"	121
"	127
"	The Advisory Compensation Proposal
"	130
"	The Merger Agreement
"	131
"	Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement
"	Structure of the Transaction
"	Closing and Effectiveness of the Transaction
"	132
"	133
"	134
"	Allocation of Merger Consideration and Illustrative Elections and Calculations
"	135
"	No Fractional ADSs
"	138
"	Shares Subject to Properly Exercised Appraisal Rights
"	139
"	Surrender of Terminix Common Stock
"	140
"	Governance Matters Following Completion of the Transaction
"	141
"	Conditions to Completion of the Transaction
"	Representations and Warranties
"	142
"	Material Adverse Effect
"	144
"	Conduct of Business Pending the Transaction
"	146
"	150
"	Efforts to Consummate the Transaction
"	154
"	Financing Cooperation
"	155
"	Obligations to Call Stockholders' Meetings
"	156
"	Proxy Statement and Registration Statement Covenant
"	157
"	Indemnification and Insurance
"	158
"	Employee Matters
"	Certain Divestitures
"	159
"	Certain Other Covenants and Agreements
"	160
"	Termination Payments and Expenses
"	161
"	Other Expenses
"	163
"	Specific Performance
"	Third-Party Beneficiaries
"	Amendments; Waivers
"	164
"	Rentokil Initial Unaudited Pro Forma Combined Financial Information
"	Unaudited Pro Forma Combined Balance Sheet as of June 30, 2022
"	165
"	Unaudited Pro Forma Combined Statement of Profit or Loss for the Six Months Ended June 30, 2022
"	167
"	Unaudited Pro Forma Combined Statement of Profit or Loss for the Year Ended December 31, 2021
"	168
"	Notes to Unaudited Pro Forma Condensed Combined Financial Information
"	169
"	188
"	Beneficial Ownership of Securities
"	190
"	Security Ownership of Certain Beneficial Owners and Management of Terminix
"	Major Shareholders of Rentokil Initial
"	191
"	Description of Rentokil Initial Ordinary Shares
"	193
"	Articles of Association
"	Share Capital
"	Dividends
"	194
"	Voting Rights
"	195
"	Transfer of Shares
"	196
"	Distribution of Assets on a Winding-up
"	197
"	Disclosure of Shareholder Ownership
"	Untraced Shareholders
"	Variation of Rights
"	Material Tax Consequences
"	198
"	Change of Control and Takeovers
"	General Meetings
"	199
"	Amendment to the Articles of Association
"	201
"	Listing
"	Description of Rentokil Initial American Depositary Shares
"	202
"	American Depositary Shares
"	Dividends and Other Distributions
"	Deposit, Withdrawal and Cancellation
"	203
"	204
"	Fees
"	205
"	Payment of Taxes
"	206
"	Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
"	Amendment and Termination
"	207
"	Limitations on Obligations and Liability
"	208
"	Requirements for Depositary Actions
"	Your Right to Receive the Ordinary Shares Underlying Your Rentokil Initial ADSs
"	209
"	Direct Registration System
"	Shareholder Communications; Inspection of Register of Holders of ADSs
"	Jury Trial Waiver
"	211
"	228
"	Business of Rentokil Initial
"	234
"	Overview
"	Pest Control
"	Hygiene & Wellbeing
"	238
"	Workwear (France)
"	242
"	Human Capital Management
"	Sustainability Initiatives
"	244
"	Properties
"	245
"	Intellectual Property
"	Regulatory Compliance
"	Legal Proceedings
"	248
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	249
"	Rentokil Initial Board of Directors and Executive Leadership Team
"	292
"	Compensation of Rentokil Initial Board of Directors and Executive Leadership Team
"	297
"	Introduction
"	Directors' Remuneration in the Year Ending December 31, 2021
"	300
"	Annual Bonus 2021
"	301
"	Rentokil Initial Remuneration in Context
"	313
"	Summary of Rentokil Initial's 2021 Directors' Remuneration Policy
"	316
"	Directors' Service Agreements -- Executive Directors
"	322
"	Termination
"	Change of Control
"	324
"	Legal Matters
"	325
"	Experts
"	Change in Registrant's Certifying Accountant
"	Enforceability of Civil Liabilities
"	326
"	Other Matters
"	Future Terminix Stockholder Proposals
"	327
"	328
"	Where You Can Find Additional Information
"	Incorporation of Certain Documents by Reference
"	Index to Financial Statements
"	F-1
"	Report of Independent Registered Public Accounting Firm -- PricewaterhouseCoopers LLP
"	F-2
"	Report of Independent Registered Public Accounting Firm -- KPMG LLP
"	F-5
"	F-6
"	Rentokil Initial Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Years Ended 31 December 2021, 2020 and 2019
"	Rentokil Initial Consolidated Balance Sheet at 31 December 2021 and 2020
"	F-7
"	Rentokil Initial Consolidated Statement of Changes in Equity for the Years Ended 31 December 2021, 2020 and 2019
"	F-8
"	Rentokil Initial Consolidated Cash Flow Statement for the Years Ended 31 December 2021, 2020 and 2019
"	F-11
"	Rentokil Initial Notes to the Financial Statements
"	F-12
"	Rentokil Initial Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited) for the Period Ended 30 June 2022 and 2021
"	F-72
"	Rentokil Initial Consolidated Balance Sheet (Unaudited) at 30 June 2022 and 31 December 2021
"	F-73
"	Rentokil Initial Consolidated Statement of Changes in Equity (Unaudited) for the Period Ended 30 June 2022 and 2021
"	F-74
"	Rentokil Initial Analysis of Other Reserves (Unaudited) for the Period Ended 30 June 2022 and 2021
"	F-75
"	Rentokil Initial Consolidated Cash Flow Statement (Unaudited) for the Period Ended 30 June 2022 and 2021
"	F-76
"	Rentokil Initial Explanatory Notes to the Interim Financial Statements (Unaudited)
"	F-77
"	Annex A -- Agreement and Plan of Merger
"	A-1
"	Section 1.01
"	Definitions
"	A-2
"	Section 1.02
"	Other Definitional and Interpretative Provisions
"	A-16
"	Section 2.01
"	Closing
"	A-17
"	Section 2.02
"	The Mergers
"	A-18
"	Section 2.03
"	Conversion and Cancellation of Shares in the First Merger
"	Section 2.04
"	Conversion of Shares in the Second Merger
"	A-19
"	Section 2.05
"	Election Procedures
"	A-20
"	Section 2.06
"	Surrender and Payment
"	A-21
"	Section 2.07
"	Dissenting Shares
"	A-23
"	Section 2.08
"	Company Equity Awards
"	Section 2.09
"	Adjustments
"	A-25
"	Section 2.10
"	Fractional ADSs
"	Section 2.11
"	Withholding Rights
"	Section 2.12
"	Lost Certificates
"	A-26
"	Section 2.13
"	Establishment of ADR Facility
"	Section 2.14
"	Further Assurances
"	Section 3.01
"	Organizational Documents
"	A-27
"	Section 3.02
"	Directors and Officers
"	Section 4.01
"	Corporate Existence and Power
"	Section 4.02
"	Corporate Authorization
"	Section 4.03
"	Governmental Authorization
"	A-28
"	Section 4.04
"	Non-contravention
"	Section 4.05
"	Capitalization
"	Section 4.06
"	Subsidiaries
"	A-29
"	Section 4.07
"	SEC Filings and the Sarbanes-Oxley Act
"	Section 4.08
"	Financial Statements and Financial Matters
"	A-31
"	Section 4.09
"	Disclosure Documents
"	Section 4.10
"	Absence of Certain Changes
"	Section 4.11
"	No Undisclosed Material Liabilities
"	A-32
"	Section 4.12
"	Litigation
"	Section 4.13
"	Permits
"	Section 4.14
"	Compliance with Laws
"	A-33
"	Section 4.15
"	Material Contracts
"	Section 4.16
"	Taxes
"	A-35
"	Section 4.17
"	Employees and Employee Benefit Plans
"	A-36
"	Section 4.18
"	Labor Matters
"	A-38
"	Section 4.19
"	A-39
"	Section 4.20
"	A-40
"	Section 4.21
"	Environmental Matters
"	Section 4.22
"	FCPA; Anti-Corruption; Sanctions
"	A-41
"	Section 4.23
"	Insurance
"	Section 4.24
"	Transactions with Affiliates
"	Section 4.25
"	Antitakeover Statutes
"	Section 4.26
"	Opinion of Financial Advisor
"	A-42
"	Section 4.27
"	Finders' Fees
"	Section 4.28
"	No Ownership of Parent Ordinary Shares
"	Section 4.29
"	No Other Representations and Warranties
"	Section 5.01
"	A-43
"	Section 5.02
"	Section 5.03
"	A-44
"	Section 5.04
"	Section 5.05
"	A-45
"	Section 5.06
"	Section 5.07
"	FCA and Other Filings
"	A-46
"	Section 5.08
"	Section 5.09
"	A-47
"	Section 5.10
"	Section 5.11
"	A-48
"	Section 5.12
"	Section 5.13
"	Section 5.14
"	Section 5.15
"	Section 5.16
"	A-49
"	Section 5.17
"	No Ownership of Company Common Stock
"	Section 5.18
"	Reorganization
"	Section 5.19
"	Financing
"	Section 5.20
"	A-50
"	Section 6.01
"	Conduct of the Company
"	A-51
"	Section 6.02
"	No Solicitation by the Company
"	A-55
"	Section 6.03
"	Financing Assistance
"	A-57
"	Section 7.01
"	Conduct of Parent
"	A-60
"	Section 7.02
"	No Solicitation by Parent
"	A-62
"	Section 7.03
"	Obligations of Merger Subs
"	A-64
"	Section 7.04
"	Director and Officer Liability
"	Section 7.05
"	A-66
"	Section 8.01
"	Access to Information; Confidentiality
"	A-67
"	Section 8.02
"	Filings, Consents and Approvals
"	A-68
"	Section 8.03
"	Certain Filings; SEC Matters
"	A-70
"	Section 8.04
"	Company Stockholder Meeting; Parent Shareholder Meeting
"	A-72
"	Section 8.05
"	Public Announcements
"	A-74
"	Section 8.06
"	Section 16 Matters
"	Section 8.07
"	Transaction Litigation
"	A-75
"	Section 8.08
"	Stock Exchange Delisting
"	Section 8.09
"	Governance
"	Section 8.10
"	State Takeover Statutes
"	Section 8.11
"	Certain Tax Matters
"	Section 8.12
"	Certain Post-Signing Transactions
"	A-76
"	Section 9.01
"	Conditions to the Obligations of Each Party
"	Section 9.02
"	Conditions to the Obligations of Parent, Bidco and Each Merger Sub
"	A-77
"	Section 9.03
"	Conditions to the Obligations of the Company
"	Section 10.01
"	A-78
"	Section 10.02
"	Effect of Termination
"	A-80
"	Section 10.03
"	Termination Payment
"	Section 11.01
"	Notices
"	A-85
"	Section 11.02
"	Survival
"	A-86
"	Section 11.03
"	Amendments and Waivers
"	Section 11.04
"	Expenses
"	Section 11.05
"	Disclosure Schedule References and SEC Document References
"	Section 11.06
"	Binding Effect; Benefit; Assignment
"	A-87
"	Section 11.07
"	Governing Law
"	Section 11.08
"	Jurisdiction/Venue
"	Section 11.09
"	Waiver of Jury Trial
"	A-88

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

TERMINIX GLOBAL HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

	PROXY STATEMENT OF TERMINIX GLOBAL HOLDINGS, INC.			PROSPECTUS OF RENTOKIL INITIAL PLC

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Terminix Global Holdings, Inc.:

On December 13, 2021, Terminix Global Holdings, Inc. (which we refer to as “Terminix”), Rentokil Initial plc (which we refer to as “Rentokil Initial”), Rentokil Initial US Holdings, Inc., a wholly owned subsidiary of Rentokil Initial (which we refer to as “Bidco”), Leto Holdings I, Inc., a direct, wholly owned subsidiary of Bidco (which we refer to as “Merger Sub I”) and Leto Holdings II, LLC, a direct, wholly owned subsidiary of Bidco (which we refer to as “Merger Sub II” and, together with Merger Sub I, “Merger Subs”) entered into an Agreement and Plan of Merger, as amended by Amendment No. 1, dated as of March 14, 2022 (which, as it may be further amended from time to time, we refer to as the “merger agreement”) that provides for the acquisition of Terminix by Rentokil Initial. On the terms and subject to the conditions set forth in the merger agreement, (1) Merger Sub I will merge with and into Terminix (which we refer to as the “first merger”) with Terminix surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the effective time of the first merger (which we refer to as the “first effective time”), Terminix will merge with and into Merger Sub II (which we refer to as the “second merger” and, together with the first merger, the “transaction”) with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial.

Upon the successful completion of the transaction, each share of common stock of Terminix (which we refer to as “Terminix common stock”), par value $0.01 per share, issued and outstanding (other than certain excluded shares as described in the merger agreement) that you own will be converted into the right to receive, at your election and subject to certain allocation and proration provisions of the merger agreement, either (1) a number of American depositary shares of Rentokil Initial (which we refer to as “Rentokil Initial ADSs”) (each representing a beneficial interest in five ordinary shares of Rentokil Initial (which we refer to as “Rentokil Initial ordinary shares”)) equal to (A) 1.0619 (which we refer to as the “exchange ratio”) plus (B) the quotient of $11.00 (which we refer to as the “per share cash amount”) and the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix) (such trading day, the “measurement day,” such price, the “Rentokil Initial ADS price,” such number of Rentokil Initial ADSs, the “stock consideration”) or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price (which we refer to as the “cash consideration”). We refer to the stock consideration and the cash consideration payable per share of Terminix common stock in the transaction, as applicable, as the “merger consideration.” The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. The total number of Rentokil Initial ADSs to be issued and the aggregate amount of cash to be paid under the terms of the merger agreement will not vary as a result of individual election preferences. The Rentokil Initial ADSs to be issued in connection with the transaction will be listed on the New York Stock Exchange (which we refer to as the “NYSE”) and are expected to trade under the symbol “RTO.” Based on the number of shares of Terminix common stock and Rentokil Initial ordinary shares outstanding on August 31, 2022, immediately after completion of the transaction, we expect that former Terminix stockholders who receive Rentokil Initial ADSs in the transaction would own Rentokil Initial ADSs representing approximately 25.7% of the outstanding ordinary shares of Rentokil Initial, and Rentokil Initial shareholders immediately prior to the transaction would own approximately 74.3% of the outstanding ordinary shares of Rentokil Initial. Rentokil Initial ordinary shares are traded on the London Stock Exchange plc’s main market for listed securities (which we refer to as the “LSE”) under the symbol “RTO.” Terminix common stock is traded on the NYSE under the symbol “TMX.” We encourage you to obtain current quotes for Rentokil Initial ordinary shares and the common stock of Terminix.

The market value of the merger consideration to Terminix stockholders will fluctuate with the market price of Rentokil Initial ordinary shares and will not be known at the time that Terminix stockholders vote on the transaction. Based on Rentokil Initial’s five-day average daily volume weighted share price and the five-day average of the Sterling-U.S. Dollar exchange rate, in each case, over the period spanning December 6, 2021 to December 10, 2021, inclusive, the implied value of the merger consideration to Terminix stockholders was approximately $55.00 per share of Terminix common stock. Based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of August 31, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $43.33 per share of Terminix common stock.

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At the special meeting of Terminix’s stockholders (which we refer to as the “Terminix special meeting”), Terminix stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (which we refer to as the “merger proposal”) and (2) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. The Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal and “FOR” the compensation proposal.

We cannot complete the transaction unless, among other things, the merger proposal is approved by Terminix stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the Terminix special meeting, please promptly mark, sign and date the accompanying proxy card or voting instruction card and return it in the enclosed postage-paid envelope, call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the Terminix special meeting.

This proxy statement/prospectus provides you with important information about the Terminix special meeting, the transaction, and each of the proposals to be considered at the Terminix special meeting. We encourage you to read the entire document, including the annexes and documents incorporated by reference therein, carefully, in particular the “Risk Factors” section beginning on page 37 for a discussion of risks that you should consider in evaluating the transaction.

Terminix and Rentokil Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing are satisfied (including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022). In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022.

We look forward to the successful completion of the transaction.

As noted above, the Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal.

	Sincerely,			Sincerely,

	Brett T. Ponton Chief Executive Officer Terminix Global Holdings, Inc.			Andy Ransom Chief Executive Rentokil Initial plc

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction, the adoption of the merger agreement or any of the other transactions described in this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated September 7, 2022 and is first being mailed to Terminix stockholders on or about September 8, 2022.

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ADDITIONAL INFORMATION

Terminix files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about Terminix from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at http://www.sec.gov.

You may also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from either Terminix or Rentokil Initial at the following addresses and telephone numbers, as applicable:

Terminix Global Holdings, Inc.
150 Peabody Place
Memphis, Tennessee 38103
Attention: Investor Relations
Telephone: (901) 597-1400

Rentokil Initial plc
Compass House
Manor Royal
Crawley
West Sussex RH10 9PY
United Kingdom
Attention: Company Secretary
Telephone: +44 1293 858000

In addition, if you have questions about the transaction or the Terminix special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Innisfree M&A Incorporated, Terminix’s proxy solicitor, at the following address and telephone numbers:

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll-free: (877) 456-3427
Banks and brokers may call collect: (212) 750-5833

You will not be charged for any of the documents you request. If you would like to request documents, please do so by September 29, 2022 (which is five business days before the date of the Terminix special meeting) in order to receive them before the Terminix special meeting.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No.333‑265455) filed with the SEC by Rentokil Initial, constitutes a prospectus of Rentokil Initial under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”) with respect to Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs to be issued to Terminix stockholders pursuant to the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1, dated as of March 14, 2022, by and among Terminix, Rentokil Initial, Bidco and Merger Subs.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Terminix under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “U.S. Exchange Act”) with respect to the Terminix special meeting, at which Terminix stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated September 7, 2022. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Terminix stockholders nor the issuance of Rentokil Initial ADSs or Rentokil Initial ordinary shares pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Rentokil Initial contained in this proxy statement/prospectus has been provided by Rentokil Initial, and information concerning Terminix contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Terminix.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

This proxy statement/prospectus is not a prospectus published in accordance with the Prospectus Regulation Rules made under Part VI of the United Kingdom Financial Services and Markets Act 2000 (as set out in the Financial Conduct Authority (“FCA”) Handbook) (the “PR Rules”). Rentokil Initial intends to publish and mail to Rentokil Initial shareholders (under applicable UK legislation including the PR Rules and the FCA’s Listing Rules) a combined prospectus and shareholder circular in due course, relating both to (i) the general meeting of Rentokil Initial’s shareholders to be held for the purpose of obtaining the approval of holders of Rentokil Initial ordinary shares of Rentokil Initial’s transaction-related proposals and (ii) the admission of the new Rentokil Initial ordinary shares to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities. A copy of the Rentokil Initial combined prospectus and shareholder circular may be obtained at Rentokil Initial’s website (https://www.rentokil-initial.com) following its approval by the FCA and subsequent publication. The web address of Rentokil Initial has been included as an inactive textual reference only. The Rentokil Initial combined prospectus and shareholder circular, and Rentokil Initial’s website, are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

Presentation of Financial Information

This proxy statement/prospectus contains or is accompanied by:

•

the audited consolidated financial statements of Rentokil Initial as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 and the unaudited consolidated interim financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, which have been prepared in accordance with International Financial Reporting Standards

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(“IFRS”) as issued by the International Accounting Standards Board (“IASB”), with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards (referred to in this proxy statement/prospectus as the “Rentokil Initial consolidated financial statements”); and

•

the audited consolidated financial statements of Terminix as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, prepared on the basis of U.S. GAAP, and the unaudited consolidated financial statements of Terminix as of June 30, 2022 and for the six months ended June 30, 2022 and June 30, 2021 (referred to in this proxy statement/prospectus as the “Terminix consolidated financial statements”).

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the Rentokil Initial consolidated financial statements included in this proxy statement/prospectus and from the Terminix consolidated financial statements incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus also contains the unaudited pro forma condensed combined financial information of Rentokil Initial as of June 30, 2022 and for the six months ended June 30, 2022 and the year ended December 31, 2021 after giving effect to the transaction, referred to in this proxy statement/prospectus as pro forma financial information. See the section of this proxy statement/prospectus entitled “Rentokil Initial Unaudited Pro Forma Combined Financial Information” beginning on page 164. For the purposes of the unaudited pro forma condensed combined financial information, Terminix financial information is converted from U.S. GAAP to IFRS. The financial information set forth in this proxy statement/prospectus has been rounded for ease of presentation. Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure given for that column.

For additional information on the presentation of financial information in this proxy statement/prospectus, see the Rentokil Initial consolidated financial statements beginning on page F-6 of this proxy statement/prospectus and the Terminix consolidated financial statements incorporated by reference into this proxy statement/prospectus.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 6, 2022

To the Stockholders of Terminix Global Holdings, Inc.:

Notice is hereby given that Terminix Global Holdings, Inc. (which we refer to as “Terminix”) will hold a special meeting of its stockholders (which we refer to as the “Terminix special meeting”) virtually via the Internet on October 6, 2022, beginning at 8:30 a.m., Eastern Time. The Terminix special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Terminix special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/TMX2022SM (which we refer to as the “special meeting website”).

The Terminix special meeting will be held for the following purposes:

•

to consider and vote on a proposal (which we refer to as the “merger proposal”) to adopt the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1, dated as of March 14, 2022 (which, as it may be further amended from time to time, we refer to as the “merger agreement”) by and among Rentokil Initial plc (which we refer to as “Rentokil Initial”), Terminix, Rentokil Initial US Holdings, Inc., a wholly owned subsidiary of Rentokil Initial (which we refer to as “Bidco”), Leto Holdings I, Inc., a direct, wholly owned subsidiary of Bidco (which we refer to as “Merger Sub I”) and Leto Holdings II, LLC, a direct, wholly owned subsidiary of Bidco (which we refer to as “Merger Sub II”); and

•

to consider and vote on a proposal (which we refer to as the “compensation proposal”) to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

Terminix will transact no other business at the Terminix special meeting, except such business as may properly be brought before the Terminix special meeting or any adjournment or postponement thereof. The accompanying proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Stockholders of record at the close of business on September 6, 2022 (which we refer to as the “record date”) will be entitled to notice of and to vote at the Terminix special meeting or any adjournment of the Terminix special meeting.

The Terminix board of directors has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including (1) the merger of Merger Sub I with and into Terminix (which we refer to as the “first merger”) and (2) the merger of Terminix with and into Merger Sub II (which we refer to as the “second merger,” and, together with the first merger, the “transaction”) on the terms and subject to the conditions set forth in the merger agreement. The Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal and “FOR” the compensation proposal.

Your vote is very important, regardless of the number of shares of Terminix common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the transaction, without approval of the merger proposal. Assuming a quorum is present, the approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Terminix common stock entitled to vote on the merger proposal.

Whether or not you plan to attend the Terminix special meeting via the special meeting website, Terminix urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Terminix special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Terminix stockholders entitled to vote at the Terminix special meeting will be available at our headquarters for examination by any

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stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Terminix special meeting. If you would like to examine the list of Terminix stockholders of record, please contact Terminix’s Corporate Secretary at (901) 597-1400 to schedule an appointment or request access. If our headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be made available for examination electronically upon request to our Corporate Secretary, subject to our satisfactory verification of stockholder status. The list of Terminix stockholders entitled to vote at the Terminix special meeting will also be available for examination by any Terminix stockholder during the Terminix special meeting via the special meeting website at www.virtualshareholdermeeting.com/TMX2022SM.

If you have any questions about the transaction, please contact Terminix at (901) 597-1400 or write to Terminix Global Holdings, Inc., 150 Peabody Place, Memphis, Tennessee 38103, Attention: Investor Relations.

If you have any questions about how to vote or direct a vote in respect of your shares of Terminix common stock, you may contact Terminix’s proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427. Banks and brokers may call collect at (212) 750-5833.

Terminix and Rentokil Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing are satisfied (including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022). In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022.

By Order of the Board of Directors,

Deidre Richardson
Senior Vice President, General Counsel and Corporate Secretary

Memphis, Tennessee

Dated: September 7, 2022

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YOUR VOTE IS VERY IMPORTANT

PLEASE VOTE ON THE ENCLOSED PROXY CARD NOW EVEN IF YOU PLAN TO ATTEND THE TERMINIX SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE. YOU CAN VOTE BY SIGNING, DATING AND RETURNING YOUR PROXY CARD BY MAIL IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES, OR BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU DO ATTEND THE TERMINIX SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE AT THE TERMINIX SPECIAL MEETING IF YOU ARE A STOCKHOLDER OF RECORD AS OF THE RECORD DATE OR HAVE A LEGAL PROXY FROM A STOCKHOLDER OF RECORD AS OF THE RECORD DATE. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER HOW TO VOTE YOUR SHARES OR VOTE ELECTRONICALLY AT THE TERMINIX SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL.

The accompanying proxy statement/prospectus provides a detailed description of the merger agreement, the transaction, the merger proposal and the related agreements and transactions. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the transaction, the merger proposal, the other proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact Terminix’s proxy solicitor at the address and telephone numbers listed below:

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll-free: (877) 456-3427
Banks and brokers may call collect: (212) 750-5833

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	FREQUENTLY USED TERMS					1
	QUESTIONS AND ANSWERS					6
	SUMMARY					20
	Information about the Companies					20
	Risk Factors Summary					22
	The Transaction and the Merger Agreement					25
	Merger Consideration					25
	Terminix’s Board of Directors’ Recommendation					26
	Opinion of Terminix’s Financial Advisor					26
	The Terminix Special Meeting					27
	Listing of Rentokil Initial ADSs					28
	Delisting and Deregistration of Terminix Common Stock					28
	Material U.S. Federal Income Tax Consequences					28
	Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs					29
	Accounting Treatment of the Transaction					30
	Treatment of Terminix Equity Awards					30
	Treatment of Terminix Employee Stock Purchase Plan					31
	Regulatory Approvals Required for the Transaction					31
	Litigation Related to the Transaction					32
	Appraisal or Dissenters’ Rights					33
	Description of Debt Financing					33
	Conditions to the Transaction					33
	No Solicitation					35
	Termination of the Merger Agreement					35
	Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders					36
	Interests of Terminix’s Directors and Executive Officers in the Transaction					36
	Adjournments					36
	RISK FACTORS					37
	Risks Relating to the Transaction					37
	Risks Related to Terminix’s Business					49
	Risks Related to Rentokil Initial’s Business					49
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					63
	COMPARATIVE PER SHARE MARKET PRICE					65
	THE TERMINIX SPECIAL MEETING					66
	Date, Time and Place of the Terminix Special Meeting					66
	Matters to Be Considered at the Terminix Special Meeting					66
	Recommendation of the Terminix Board of Directors					66
	Record Date for the Terminix Special Meeting and Voting Rights					66
	Quorum; Abstentions and Broker Non-Votes					67
	Required Votes					67
	Vote of Terminix’s Directors and Executive Officers					68

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	Methods of Voting					68
	Revocability of Proxies					69
	Proxy Solicitation Costs					70
	Attending the Terminix Special Meeting					70
	Householding of Proxy Materials					71
	Tabulation of Votes					71
	Adjournments					71
	Assistance					72
	THE MERGER PROPOSAL					73
	Transaction Structure					73
	Merger Consideration					74
	Background of the Transaction					77
	Recommendation of the Terminix Board of Directors; Terminix’s Reasons for the Transaction					82
	Rentokil Initial’s Reasons for the Transaction					87
	Opinion of Terminix’s Financial Advisor					89
	Certain Terminix Unaudited Prospective Financial Information					100
	Listing of Rentokil Initial ADSs					105
	Delisting and Deregistration of Terminix Common Stock					105
	Interests of Terminix’s Directors and Executive Officers in the Transaction					105
	Accounting Treatment of the Transaction					112
	Regulatory Approvals Required for the Transaction					112
	Litigation Related to the Transaction					114
	Appraisal or Dissenters’ Rights					114
	Restrictions on Resales of Rentokil Initial ADSs Received in the Transaction					119
	The Rentokil Initial Debt Financing					119
	Material U.S. Federal Income Tax Consequences					121
	Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs					127
	THE ADVISORY COMPENSATION PROPOSAL					130
	THE MERGER AGREEMENT					131
	Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement					131
	Structure of the Transaction					131
	Closing and Effectiveness of the Transaction					132
	Merger Consideration					132
	Allocation of Merger Consideration and Illustrative Elections and Calculations					135
	No Fractional ADSs					138
	Shares Subject to Properly Exercised Appraisal Rights					139
	Surrender of Terminix Common Stock					139
	Treatment of Terminix Equity Awards					139
	Treatment of Terminix Employee Stock Purchase Plan					140
	Listing of Rentokil Initial ADSs					140
	Governance Matters Following Completion of the Transaction					141
	Conditions to Completion of the Transaction					141

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	Representations and Warranties					142
	Definition of “Material Adverse Effect”					144
	Conduct of Business Pending the Transaction					146
	No Solicitation					150
	Efforts to Consummate the Transaction					154
	Financing Cooperation					155
	Obligations to Call Stockholders’ Meetings					156
	Proxy Statement and Registration Statement Covenant					157
	Indemnification and Insurance					158
	Employee Matters					158
	Certain Divestitures					159
	Certain Other Covenants and Agreements					159
	Termination of the Merger Agreement					160
	Termination Payments and Expenses					161
	Other Expenses					163
	Specific Performance					163
	Third-Party Beneficiaries					163
	Amendments; Waivers					163
	Rentokil Initial Unaudited Pro Forma Combined Financial Information					164
	UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2022					165
	UNAUDITED PRO FORMA COMBINED STATEMENT OF PROFIT OR LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2022					167
	UNAUDITED PRO FORMA COMBINED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED DECEMBER 31, 2021					168
	NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					169
	INFORMATION ABOUT THE COMPANIES					188
	BENEFICIAL OWNERSHIP OF SECURITIES					190
	Security Ownership of Certain Beneficial Owners and Management of Terminix					190
	Major Shareholders of Rentokil Initial					191
	DESCRIPTION OF RENTOKIL INITIAL ORDINARY SHARES					193
	Articles of Association					193
	Share Capital					193
	Dividends					194
	Voting Rights					195
	Transfer of Shares					196
	Distribution of Assets on a Winding-up					197
	Disclosure of Shareholder Ownership					197
	Untraced Shareholders					197
	Variation of Rights					197
	Material Tax Consequences					198
	Change of Control and Takeovers					198
	General Meetings					199

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	Amendment to the Articles of Association					201
	Listing					201
	DESCRIPTION OF RENTOKIL INITIAL AMERICAN DEPOSITARY SHARES					202
	American Depositary Shares					202
	Dividends and Other Distributions					202
	Deposit, Withdrawal and Cancellation					203
	Voting Rights					204
	Fees					205
	Payment of Taxes					206
	Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities					206
	Amendment and Termination					207
	Limitations on Obligations and Liability					208
	Requirements for Depositary Actions					208
	Your Right to Receive the Ordinary Shares Underlying Your Rentokil Initial ADSs					209
	Direct Registration System					209
	Shareholder Communications; Inspection of Register of Holders of ADSs					209
	Jury Trial Waiver					209
	COMPARISON OF RIGHTS OF RENTOKIL INITIAL SHAREHOLDERS AND TERMINIX STOCKHOLDERS					211
	BUSINESS OF RENTOKIL INITIAL					234
	Overview					234
	Pest Control					234
	Hygiene & Wellbeing					238
	Workwear (France)					242
	Human Capital Management					242
	Sustainability Initiatives					244
	Properties					245
	Intellectual Property					245
	Regulatory Compliance					245
	Legal Proceedings					248
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					249
	RENTOKIL INITIAL BOARD OF DIRECTORS AND EXECUTIVE LEADERSHIP TEAM					292
	COMPENSATION OF RENTOKIL INITIAL BOARD OF DIRECTORS AND EXECUTIVE LEADERSHIP TEAM					297
	Introduction					297
	Directors’ Remuneration in the Year Ending December 31, 2021					300
	Annual Bonus 2021					301
	Rentokil Initial Remuneration in Context					313
	Summary of Rentokil Initial’s 2021 Directors’ Remuneration Policy					316
	Directors’ Service Agreements — Executive Directors					322
	Termination					322
	Change of Control					324

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	LEGAL MATTERS					325
	EXPERTS					325
	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT					325
	ENFORCEABILITY OF CIVIL LIABILITIES					326
	OTHER MATTERS					326
	FUTURE TERMINIX STOCKHOLDER PROPOSALS					327
	HOUSEHOLDING OF PROXY MATERIALS					327
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					328
	Incorporation of Certain Documents by Reference					328
	INDEX TO FINANCIAL STATEMENTS					F-1
	Annex A — Agreement and Plan of Merger					A-1
	Annex B — Opinion of Terminix’s Financial Advisor					B-1
	Annex C — Section 262 of the Delaware General Corporation Law					C-1
	Annex D — Articles of Association of Rentokil Initial plc					D-1

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FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this proxy statement/prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

•

“Assumed PSU Award” refers to each Terminix PSU Award that will be assumed by Rentokil Initial and converted into a restricted stock unit award.

•

“Assumed RSU Award” refers to each Terminix RSU Award that will be assumed by Rentokil Initial and converted into a restricted stock unit award.

•

“available cash election amount” refers to the product of the per share cash amount and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time.

•

“available stock election amount” refers to the product of the exchange ratio and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time.

•

“Barclays” refers to Barclays Bank PLC.

•

“Bidco” refers to Rentokil Initial US Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Rentokil Initial.

•

“broker non-vote” refers to when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions.

•

“cash consideration” refers to an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price, subject to certain allocation and proration provisions in the merger agreement.

•

“cash electing share” refers to a share of Terminix common stock with respect to which an election to receive cash consideration has been made.

•

“cash election amount” refers to the product of the number of cash electing shares and the cash consideration (disregarding the allocation and proration provisions in the merger agreement).

•

“cash/stock election” refers to an election by a Terminix stockholder for cash consideration or stock consideration.

•

“closing” refers to the consummation of the transaction.

•

“closing date” refers to the date of the closing. Terminix and Rentokil Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing (described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141) are satisfied (including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022).

•

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

•

“colleagues” refers to employees of Rentokil Initial (before the completion of the transaction) or the combined company (following completion of the transaction).

•

“combined company” refers to Rentokil Initial and its subsidiaries, including Terminix and its subsidiaries, following completion of the transaction.

•

“compensation proposal” refers to the proposal that Terminix stockholders will vote on at the Terminix special meeting to approve on a non-binding, advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

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•

“custodian” refers to The Bank of New York Mellon, in its capacity as custodian for the depositary bank under the deposit agreement.

•

“CREST” refers to the CREST securities settlement system.

•

“DGCL” means the Delaware General Corporation Law.

•

“debt financing” refers to any debt financing pursued by Rentokil Initial, its wholly owned subsidiaries or any Merger Sub to consummate the transactions contemplated by the merger agreement.

•

“deposit agreement” refers to the amended and restated deposit agreement between Rentokil Initial plc, The Bank of New York Mellon and the other parties therein, the form of which is attached as Exhibit 4.1 to the registration statement of which this proxy statement/prospectus constitutes a part.

•

“depositary bank” refers to The Bank of New York Mellon, in its capacity as depositary under the deposit agreement.

•

“dissenting shares” refers to shares of Terminix common stock outstanding immediately prior to the first effective time and held by Terminix stockholders who have not voted in favor of the merger proposal and who have demanded appraisal for such shares in accordance with the DGCL and who have not failed to perfect, withdrawn or lost the right to appraisal.

•

“DOJ” refers to the Antitrust Division of the U.S. Department of Justice.

•

“DRS” refers to the Direct Registration System.

•

“DTC” refers to the Depository Trust Company.

•

“election deadline” means 5:00 p.m. Eastern Time on the date that is three business days preceding the closing date of the transaction. In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022.

•

“employees” refers to employees of Terminix.

•

“end date” refers to December 31, 2022; provided that such date may be extended to March 13, 2023 by either Terminix or Rentokil Initial in certain circumstances described in the merger agreement.

•

“EPA” refers to the U.S. Environmental Protection Agency.

•

“Equity Award Exchange Ratio” means the sum, rounded to four decimal places, equal to (i) the exchange ratio, plus (ii) the quotient of (A) the per share cash amount, and (B) the Rentokil Initial ADS price.

•

“ESG” refers to Environmental, Social and Governance.

•

“EU” refers to the European Union.

•

“exchange agent” refers to Computershare Inc., a Delaware corporation, and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company.

•

“exchange ratio” refers to 1.0619.

•

“excluded shares” refers to (i) dissenting shares, (ii) shares of Terminix common stock held by Terminix as treasury stock or (iii) shares of Terminix common stock owned by Rentokil Initial, Bidco or either Merger Sub immediately prior to the first effective time (other than any such shares owned by Rentokil Initial, Bidco or either Merger Sub in a fiduciary, representative or other capacity on behalf of other persons, whether or not held in a separate account).

•

“FCA” refers to the UK Financial Conduct Authority.

•

“Financing Commitments” refers to certain financing commitments obtained in connection with the transaction, consisting of (i) “Facility A”, a bridge facility originally having an aggregate principal amount of $2,000 million, which has since been terminated in full and (ii) “Facility B”, a term facility having an original aggregate principal amount of $700 million.

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•

“first effective time” refers to the effective time of the first merger.

•

“first merger” refers to the merger of Merger Sub I with and into Terminix with Terminix surviving as a wholly owned subsidiary of Bidco.

•

“first required sale” refers to the divestiture of Terminix’s pest control services business in the UK.

•

“FTC” refers to the United States Federal Trade Commission.

•

“GDPR” refers to the EU General Data Protection Regulation.

•

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

•

“IASB” means the International Accounting Standards Board.

•

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

•

“Innisfree” refers to Innisfree M&A Incorporated, which has been retained by Terminix to assist in the solicitation of proxies for the Terminix special meeting and by Rentokil Initial to assist in communicating with Terminix stockholders regarding the cash/stock election process.

•

“IRS” refers to the U.S. Internal Revenue Service.

•

“IT” refers to information technology.

•

“Lazard” refers to Lazard Frères & Co. LLC.

•

“Listing Rules” refers to the listing rules made by the FCA under Part VI of the FSMA (as set out in the FCA Handbook), as amended from time to time.

•

“LSE” refers to the London Stock Exchange plc’s main market for listed securities.

•

“measurement day” means the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix).

•

“merger agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1, dated as of March 14, 2022, by and among Terminix, Rentokil Initial, Bidco and Merger Subs, as it may be further amended from time to time.

•

“merger consideration” refers to the stock consideration and cash consideration.

•

“merger proposal” refers to the proposal to adopt the merger agreement that Terminix stockholders will vote on at the Terminix special meeting.

•

“Merger Sub I” refers to Leto Holdings I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bidco.

•

“Merger Sub II” refers to Leto Holdings II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Bidco.

•

“Merger Subs” refers to Merger Sub I and Merger Sub II.

•

“New Senior Notes” refers collectively to the (i) senior unsecured notes due June 27, 2027 in an aggregate principal amount of €850 million, (ii) senior unsecured notes due June 27, 2030 in an aggregate principal amount of €600 million and (iii) senior unsecured notes due June 27, 2032 in an aggregate principal amount of £400 million, in each case issued by Rentokil Initial or a subsidiary thereof pursuant to Rentokil Initial’s Euro Medium Term Note Programme.

•

“non-electing share” refers to a Terminix share of common stock that has not made an election prior to the election deadline.

•

“Non-U.S. Holder” is a beneficial owner of shares of Terminix common stock, and, after the exchange of shares of Terminix common stock for the merger consideration pursuant to the transaction, a beneficial owner of Rentokil Initial ADSs received in the transaction, who is an individual, corporation, estate or trust, in each case, that is not a U.S. Holder.

•

“NYSE” refers to the New York Stock Exchange.

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•

“per share cash amount” means $11.00.

•

“PFIC” means a passive foreign investment company.

•

“Profile” refers to the Profile Modification System.

•

“prorated cash amount” refers to the prorated amount of cash (without interest) in U.S. dollars each Terminix stockholder that elected cash consideration will receive in the event that cash consideration is oversubscribed.

•

“prorated stock amount” refers to a prorated number of Rentokil Initial ADSs equal to the product (rounded to four decimal places) of (1) the stock consideration and (2) a fraction, the numerator of which will be the available stock election amount and the denominator of which will be the stock election amount.

•

“proxy card” refers to the documents used to vote shares of Terminix common stock.

•

“record date” refers to September 6, 2022.

•

“Rentokil Initial” refers to Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales.

•

“Rentokil Initial ADSs” refers to American depositary shares of Rentokil Initial representing a beneficial interest in five Rentokil Initial ordinary shares.

•

“Rentokil Initial ADS price” refers to the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix).

•

“Rentokil Initial group” refers to Rentokil Initial and its subsidiaries, which, following the closing, will include Terminix and its subsidiaries.

•

“Rentokil Initial ordinary shares” refers to the ordinary shares, par value £0.01 per share, of Rentokil Initial.

•

“Rentokil Initial transaction-related proposals” means the following proposals that need to be approved by the Rentokil Initial shareholders at a duly held meeting thereof: (i) approval of the transactions contemplated by the merger agreement; (ii) authorization for the Rentokil Initial board of directors (or a duly authorized committee thereof) to (x) allot and issue Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs issued in connection with the first merger and (y) authorize Rentokil Initial and its subsidiaries to incur borrowings in excess of the limit on “moneys borrowed” set out in Rentokil Initial’s organizational documents, provided that the total amount of “moneys borrowed” so authorized shall not exceed £5.0 billion; and (iii) approval of any Terminix stock plan to the extent considered necessary by Rentokil Initial under English law or regulation to give effect to provisions in connection with Terminix equity awards in the merger agreement or to the rights of any holder of any options or awards under any Terminix stock plan.

•

“required sales” refers to the first required sale and second required sale.

•

“SEC” refers to the U.S. Securities and Exchange Commission.

•

“second effective time” refers to the effective time of the second merger.

•

“second merger” refers to the merger of Terminix with and into Merger Sub II immediately following the first effective time with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial.

•

“second required sale” refers to the divestiture of Terminix’s pest control services business in Norway.

•

“special meeting website” refers to the website located at www.virtualshareholdermeeting.com/TMX2022SM, where Terminix stockholders will be able to attend the Terminix special meeting online and vote their shares electronically.

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•

“stock consideration” refers to the number of Rentokil Initial ADSs equal to (A) the exchange ratio plus (B) the quotient of the per share cash amount and the Rentokil Initial ADS price, subject to certain allocation and proration provisions in the merger agreement.

•

“stock electing share” refers to a Terminix share of common stock electing to receive the stock consideration.

•

“stock election amount” refers to the product of (i) the sum of the total number of stock electing shares and non-electing shares and (ii) the stock consideration (disregarding the allocation and proration provisions in the merger agreement).

•

“surviving company” refers to Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial.

•

“Terminix” refers to Terminix Global Holdings, Inc., a Delaware corporation.

•

“Terminix DSE Award” refers to each outstanding director deferred share equivalent award with respect to shares of Terminix common stock.

•

“Terminix ESPP” refers to the Terminix Employee Stock Purchase Plan.

•

“Terminix PSU Award” refers to each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests based on the achievement of a combination of time- and performance-based vesting conditions.

•

“Terminix RSU Award” refers to each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests solely based on the passage of time.

•

“Terminix Stock Option” refers to each outstanding option to purchase shares of Terminix common stock.

•

“transaction” refers to the first merger and second merger.

•

“Treasury Regulations” refers to the U.S. Treasury regulations promulgated under the Code.

•

“UK GDPR” refers to the UK General Data Protection Regulation, a version of the GDPR as implemented into the laws of the UK.

•

“U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

•

“U.S. GAAP” refers to U.S. generally accepted accounting principles.

•

“U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended.

•

“Vested Award Consideration” means the sum of (A) the per share cash amount and (B) the product of the exchange ratio and the Rentokil Initial ADS price.

All brands, unless otherwise noted, referred to herein are trademarks owned or licensed by Rentokil Initial and its subsidiaries or Terminix and its subsidiaries, as applicable.

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a stockholder of Terminix, may have regarding the transaction and the other matters being considered at the Terminix special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section of this proxy statement/prospectus entitled “Summary” beginning on page 20 for a summary of important information regarding the merger agreement, the transaction and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

Q:

Why am I receiving this proxy statement/prospectus?

A:

You are receiving this proxy statement/prospectus because Terminix has agreed to be acquired by Rentokil Initial through (1) a merger of Merger Sub I with and into Terminix (which we refer to as the “first merger”) with Terminix surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the first merger, a merger of Terminix with and into Merger Sub II (which we refer to as the “second merger” and together with the first merger, the “transaction”) with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial. The merger agreement, which governs the terms and conditions of the transaction, is attached to this proxy statement/prospectus as Annex A.

Your vote is required in connection with the transaction. Terminix is sending these materials to its stockholders to help them decide how to vote their shares with respect to the adoption of the merger agreement, among other important matters.

Q:

What matters am I being asked to vote on?

A:

In order to complete the transaction, among other things, Terminix stockholders must adopt the merger agreement in accordance with the Delaware General Corporation Law (the “DGCL”), which proposal is referred to as the “merger proposal.”

Terminix is holding the Terminix special meeting to obtain approval of the merger proposal. At the Terminix special meeting, Terminix stockholders will also be asked to consider and vote on a proposal to approve on a non-binding, advisory basis, the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (which proposal we refer to as the “compensation proposal”).

Your vote is very important, regardless of the number of shares that you own. The approval of the merger proposal is a condition to the obligations of Terminix to complete the transaction. The approval of the compensation proposal is not a condition to the obligations of Terminix to complete the transaction.

Q:

When and where will the Terminix special meeting take place?

A:

The Terminix special meeting will be held virtually via the Internet on October 6, 2022, beginning at 8:30 a.m., Eastern Time. The Terminix special meeting will be held solely via live webcast and there will not be a physical meeting location. Terminix stockholders will be able to attend the Terminix special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/TMX2022SM (which we refer to as the “special meeting website”). If you choose to attend the Terminix special meeting and vote your shares during the Terminix special meeting, you will need the 16-digit control number located on your proxy card as described in the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

If you hold your shares in “street name” you may only vote them via the special meeting website if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote the shares. Even if you plan to attend the Terminix special meeting, Terminix recommends that

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you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Terminix special meeting.

Q:

Does my vote matter?

A:

Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless, among other things, the merger proposal is approved by holders of at least a majority of the outstanding shares of Terminix common stock entitled to vote. As of August 15, 2022, the latest practicable date prior to the date of this proxy statement/prospectus, Terminix directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Terminix common stock. Although no Terminix director or executive officer has entered into any agreement obligating them to do so, Terminix currently expects that all of its directors and executive officers will vote their shares “FOR” the merger proposal and “FOR” the compensation proposal.

A failure to return or submit your proxy or to vote at the Terminix special meeting as provided in this proxy statement/prospectus will have the same effect as a vote “AGAINST” the merger proposal. The failure to return or submit your proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present), but the failure of any shares present or represented at the Terminix special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the compensation proposal. The Terminix board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the compensation proposal.

Q:

What will Terminix stockholders receive for their shares if the transaction is completed?

A:

If the transaction is completed, each share of common stock, par value $0.01 per share, of Terminix outstanding (other than certain excluded shares) will be converted into the right to receive, at the election of the holders of such shares and subject to certain allocation and proration provisions of the merger agreement, as described in the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135, either (1) a number of American depositary shares of Rentokil Initial (“Rentokil Initial ADSs”) (each representing a beneficial interest in five ordinary shares of Rentokil Initial (“Rentokil Initial ordinary shares”)) equal to (A) 1.0619 (the “exchange ratio”) plus (B) the quotient of $11.00 (the “per share cash amount”) and the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix) (such trading day, the “measurement day,” such price, the “Rentokil Initial ADS price,” and such number of Rentokil Initial ADSs, the “stock consideration”) or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price (the “cash consideration” ). We refer to the stock consideration and the cash consideration payable per share of Terminix common stock in the transaction, as applicable, as the “merger consideration.” Any Terminix stockholder who does not make an election will be deemed to have made an election to receive stock consideration. Each Terminix stockholder will receive cash in U.S. dollars (without interest) in lieu of any fractional Rentokil Initial ADSs that such stockholder would otherwise receive in the transaction. Any cash amounts to be received by a Terminix stockholder in lieu of any fractional Rentokil Initial ADSs will be rounded down to the nearest cent.

The total number of Rentokil Initial ADSs to be issued and the aggregate amount of cash to be paid under the terms of the merger agreement will not vary as a result of individual election preferences. The Rentokil Initial ADSs issued in connection with the transaction will be listed on the New York Stock Exchange (which we refer to as the “NYSE”) and are expected to trade under the symbol “RTO.” Based on the number of shares of Terminix common stock and Rentokil Initial ordinary shares outstanding on August 31, 2022, immediately after completion of the transaction, we expect that former Terminix stockholders who receive Rentokil Initial ADSs in the transaction would own Rentokil Initial ADSs representing approximately 25.7% of the outstanding ordinary shares of Rentokil Initial, and Rentokil

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Initial shareholders immediately prior to the transaction would own approximately 74.3% of the outstanding ordinary shares of Rentokil Initial. Rentokil Initial ordinary shares are traded on the London Stock Exchange plc’s main market for listed securities (which we refer to as the “LSE”) under the symbol “RTO.” Terminix common stock is traded on the NYSE under the symbol “TMX.” We encourage you to obtain current quotes for Rentokil Initial ordinary shares and the common stock of Terminix.

The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. For example, as of July 15, 2022 (which date has been selected solely for illustrative purposes), Rentokil Initial’s volume weighted share price was £5.0825 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1855. If such date were the measurement day, the Rentokil Initial ADS price would be $30.13 and, accordingly:

•

the per share cash consideration would be an amount in cash equal to $42.99 which is (A) $11.00, the per share cash amount, plus (B) $31.99, the product of 1.0619, the exchange ratio, and $30.13, the Rentokil Initial ADS price as of such date; and

•

the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4270 (which have an approximate value as of such date of $42.99) which is (A) 1.0619, the exchange ratio, plus (B) 0.3651, the quotient of $11.00, the per share cash amount, and $30.13, the Rentokil Initial ADS price as of such date.

As a result, as of July 15, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $42.99 per share of Terminix common stock. The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs issued in the transaction equal the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

The market value of the merger consideration to Terminix stockholders will fluctuate with the market price of Rentokil Initial ordinary shares and will not be known at the time that Terminix stockholders vote on the transaction. Based on Rentokil Initial’s five-day average daily volume weighted share price and the five-day average of the Sterling-U.S. Dollar exchange rate, in each case, over the period spanning December 6, 2021 to December 10, 2021, inclusive, the implied value of the merger consideration to Terminix stockholders was approximately $55.00 per share of Terminix common stock. As described in the prior paragraph, based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of July 15, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $42.99 per share of Terminix common stock. To further demonstrate how the implied value of the merger consideration may fluctuate over time, we note that as of August 31, 2022 (the latest practicable date prior to the date of this proxy statement/prospectus), Rentokil Initial’s volume weighted share price was £5.2331 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1638. If such date were the measurement day, the Rentokil Initial ADS price would be $30.45 and, accordingly:

•

the per share cash consideration would be an amount in cash equal to $43.33 which is (A) $11.00, the per share cash amount, plus (B) $32.33, the product of 1.0619, the exchange ratio, and $30.45, the Rentokil Initial ADS price as of such date; and

•

the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4231 (which have an approximate value on such date of $43.33) which is (A) 1.0619, the exchange ratio, plus (B) 0.3612, the quotient of $11.00, the per share cash amount, and $30.45, the Rentokil Initial ADS price as of such date.

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As a result, as of August 31, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $43.33 per share of Terminix common stock. The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs issued in the transaction equal the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

The market price of Rentokil Initial ordinary shares and the implied value of the merger consideration could be greater than, less than or the same as their market price or implied value, as applicable, on the date of this proxy statement/prospectus or the date of the Terminix special meeting. Accordingly, you should obtain current market quotations for Rentokil Initial ordinary shares and Terminix common stock before deciding how to vote with respect to the merger proposal. Rentokil Initial ordinary shares and Terminix common stock are traded on the LSE and the NYSE, under the symbols “RTO” and “TMX,” respectively. For more information regarding the merger consideration to be received by Terminix stockholders (including the applicable allocation and proration provisions and detailed illustrations thereof) if the transaction is completed, see the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Q:

What is an American depositary share?

A:

An American depositary share, or ADS, represents a specified number of securities of a non-U.S. company deposited with a custodian bank. Each Rentokil Initial ADS will represent five Rentokil Initial ordinary shares. Rentokil Initial ADSs constituting any of the merger consideration will be issued in uncertificated book-entry form, unless a physical American depository receipt evidencing such Rentokil Initial ADSs is required under applicable law. The Rentokil Initial ADSs will be issued pursuant to the terms of the deposit agreement.

Q:

If I am a Terminix stockholder, how do I make an election for the type of merger consideration that I prefer to receive?

A:

Each holder of record of Terminix common stock as of September 6, 2022 will be mailed a form of election at least 20 business days in advance of the first effective time. Each Terminix stockholder should specify in the form of election (1) the number of shares of Terminix common stock that such stockholder elects to have exchanged for the cash consideration and (2) the number of shares of Terminix common stock that such stockholder elects to have exchanged for the stock consideration. Any Terminix stockholder who does not make an election will be deemed to have made an election to receive the stock consideration. Any Terminix stockholder who votes against the merger proposal is still entitled to make a cash/stock election with respect to such stockholder’s shares of Terminix common stock.

The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs to be issued in the transaction equals the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135. No fractional Rentokil Initial ADSs will be issued in the transaction, and Terminix stockholders will receive cash in lieu of any fractional Rentokil Initial ADSs. An election will have been properly made only if the designated exchange agent has received a properly completed form of election at its designated office by 5:00 p.m., Eastern Time, on the date that is three business days preceding the closing date. Terminix and Rentokil

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Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing (described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141) are satisfied (including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022). In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022.

Q:

Will I receive the form of merger consideration that I request on the form of election?

A:

Not necessarily. The aggregate amount of cash and the total number of Rentokil Initial ADSs to be paid and issued, respectively, to Terminix stockholders pursuant to the merger agreement will not vary as a result of individual election preferences. If there is an oversubscription of the aggregate amount of cash available to be paid by Rentokil Initial to Terminix stockholders due to the elections of Terminix stockholders, the aggregate amount of cash payable by Rentokil Initial in the transaction will not be increased. Similarly, if there is an oversubscription of the aggregate number of Rentokil Initial ADSs to be issued by Rentokil Initial to Terminix stockholders due to the elections of Terminix stockholders (or failures to make an election), the aggregate number of Rentokil Initial ADSs to be issued by Rentokil Initial in the transaction will not be increased. Rather, in either such case, the exchange agent will allocate between cash and Rentokil Initial ADSs in accordance with the proration mechanics described in “The Merger Agreement — Merger Consideration” to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs to be issued in the transaction equals the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Accordingly, there is no assurance that each Terminix stockholder that has made a valid election to receive cash consideration or stock consideration will receive the form of consideration elected with respect to the shares of Terminix common stock held by such stockholder.

For additional information, see the sections of this proxy statement/prospectus entitled “The Merger Proposal — Merger Consideration” beginning on page 74 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Q:

Will the value of the merger consideration I receive vary depending on whether I make the stock election or cash election?

A:

The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. If the price of Rentokil Initial ADSs upon the close of the transaction equals the Rentokil Initial ADS price (measured using the volume weighted average price of Rentokil Initial ordinary shares as of the measurement day multiplied by five), the value at transaction close of the merger consideration you receive will be the same, regardless of whether you make the stock election or cash election. Because the price of Rentokil Initial ADSs upon the close of the transaction may be higher or lower than the Rentokil Initial ADS price (measured using the volume weighted average price of Rentokil Initial ordinary shares as of the measurement day multiplied by five), the value at transaction close of the merger consideration you receive may vary, depending on whether you make the stock election or cash election. The Rentokil Initial ADSs to be issued in connection with the transaction will be listed on the NYSE.

Q:

What is the deadline for making an election?

A:

Your election, to be properly made, must be received by the exchange agent at its designated office by the election deadline, which is 5:00 p.m. Eastern Time on the date that is three business days preceding the closing date. Terminix and Rentokil Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing (described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141) are

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satisfied (including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022). In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022.

Q:

Can Terminix stockholders revoke their election for cash consideration or stock consideration (which we refer to as a “cash/stock election”) after submitting their initial cash/stock election?

A:

Yes. Any record holder of Terminix common stock who has delivered a duly completed election form to the exchange agent may, at any time prior to the election deadline, revoke such holder’s cash/stock election only by written notice received by the exchange agent prior to the election deadline.

Q:

What happens if I do not send a form of election or it is not received by the election deadline?

A:

If the exchange agent does not receive a properly completed form of election from you at or prior to the election deadline, then you will be deemed to have elected to receive stock consideration with respect to your shares of Terminix common stock. You bear the risk of delivery of the form of election to the exchange agent.

Q:

Can Terminix stockholders transfer their shares after submitting an initial cash/stock election?

A:

Terminix stockholders of record who have made a cash/stock election will be unable to sell or otherwise transfer their shares of Terminix common stock after making such election, unless the cash/stock election is properly revoked before such election deadline in accordance with the election procedures or unless the merger agreement is terminated pursuant to its terms.

Q:

How does the Terminix board of directors recommend that I vote at the Terminix special meeting?

A:

The Terminix board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the compensation proposal.

In considering the recommendations of the Terminix board of directors, Terminix stockholders should be aware that Terminix directors and executive officers may have interests in the transaction that are different from, or in addition to, their interests as Terminix stockholders. These interests may include, among others, the treatment of outstanding Terminix equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Terminix equity awards upon certain terminations of employment, and the combined company’s agreement to indemnify Terminix directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105.

Q:

How do Terminix’s directors and executive officers intend to vote?

A:

Terminix currently expects that Terminix’s directors and executive officers eligible to vote on the proposals brought before the Terminix special meeting will vote their Terminix common stock “FOR” the merger proposal and “FOR” the compensation proposal.

Q:

Who is entitled to vote at the Terminix special meeting?

A:

All holders of record of shares of Terminix common stock who held shares at the close of business on September 6, 2022 (which we refer to as the “record date”), are entitled to receive notice of, and to vote at, the Terminix special meeting. Each such holder of Terminix common stock is entitled to cast one vote on each matter properly brought before the Terminix special meeting for each share of Terminix common stock that such holder owned of record as of the record date. Attendance at the Terminix special meeting is not required to vote. See below and the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Methods of Voting” beginning on page 68 for instructions on how to vote your shares without attending the Terminix special meeting.

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Q:

What is a proxy?

A:

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of Terminix common stock is referred to as a “proxy card.”

Q:

How many votes do I have for the Terminix special meeting?

A:

Each Terminix stockholder is entitled to one vote for each share of Terminix common stock held of record as of the close of business on the record date. As of the close of business on the record date, there were 121,606,696 outstanding shares of Terminix common stock.

Q:

What constitutes a quorum for the Terminix special meeting?

A:

A quorum means the presence in person (including virtually via the Internet) or by proxy of the holders of record of a majority of the Terminix common stock entitled to vote at the Terminix special meeting.

Q:

What happens if the transaction is not completed?

A:

If the merger proposal is not approved by Terminix stockholders, or if the transaction is not completed for any other reason, Terminix stockholders will not receive the merger consideration or any other consideration in connection with the transaction, and their shares of Terminix common stock will remain outstanding.

If the transaction is not completed, Terminix will remain an independent public company and the Terminix common stock will continue to be listed and traded on the NYSE under the symbol “TMX.”

If the merger agreement is terminated under specified circumstances, Terminix may be required to pay Rentokil Initial by way of compensation a termination payment of $200 million. If the merger agreement is terminated under other specified circumstances, Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million. In addition, either party may be required to pay to the other party by way of compensation a payment of $50 million if the merger agreement is terminated in certain specified circumstances. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160 for a more detailed discussion of the termination payments.

Q:

What stockholder vote is required for the approval of each proposal at the Terminix special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Terminix special meeting?

A:

Proposal 1: Merger Proposal. Assuming a quorum is present at the Terminix special meeting, approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Terminix common stock entitled to vote. Accordingly, a Terminix stockholder’s abstention from voting or the failure of any Terminix stockholder to vote (including the failure of a Terminix stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal), will have the same effect as a vote “AGAINST” the merger proposal.

Proposal 2: Compensation Proposal. Assuming a quorum is present at the Terminix special meeting, approval of the compensation proposal requires the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of Terminix common stock present in person (including virtually via the Internet) or represented by proxy at the Terminix special meeting and entitled to vote. Accordingly, a broker non-vote or a Terminix stockholder’s failure to return or submit a proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present), but the failure of any shares present or represented at the Terminix special meeting and entitled to vote on the proposal to vote will have the same effect as a vote “AGAINST” the compensation proposal.

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Q:

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the merger-related compensation for Terminix’s named executive officers (i.e., the compensation proposal)?

A:

Under SEC rules, Terminix is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transaction.

Q:

What happens if Terminix stockholders do not approve, by non-binding, advisory vote, the merger-related compensation for Terminix’s named executive officers (i.e., the compensation proposal)?

A:

Because the vote to approve the compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Terminix or the combined company and the completion of the transaction is not conditioned or dependent upon the approval of the compensation proposal. Accordingly, the merger-related compensation, which is described in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105 of this proxy statement/prospectus, may be paid to Terminix’s named executive officers even if Terminix’s stockholders do not approve the compensation proposal.

Q:

How can I vote my shares at the Terminix special meeting?

A:

Shares held directly in your name as the stockholder of record of Terminix may be voted during the Terminix special meeting via the special meeting website. If you choose to vote your shares during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the special meeting website and to vote as described in the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

Shares held in “street name” may be voted via the special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

Even if you plan to attend the Terminix special meeting, Terminix recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Terminix special meeting.

Additional information on attending the Terminix special meeting can be found under the section of this proxy statement/prospectus entitled “The Terminix Special Meeting” beginning on page 66.

Q:

How can I vote my shares without attending the Terminix special meeting?

A:

Whether you hold your shares directly as the stockholder of record of Terminix or beneficially in “street name,” you may direct your vote by proxy without attending the Terminix special meeting via the special meeting website. If you are a stockholder of record, you can vote by proxy over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Additional information on voting procedures can be found under the section of this proxy statement/prospectus entitled “The Terminix Special Meeting” beginning on page 66.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”

A:

If your shares of common stock in Terminix are registered directly in your name with Computershare Trust Company N.A., the transfer agent for Terminix, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote your shares directly at the Terminix special meeting. You may also grant a proxy for your vote directly to Terminix or to a third party to vote your shares at the Terminix special meeting.

If your shares of common stock in Terminix are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee

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will send you, as the beneficial owner, a package describing the procedures for voting your shares and you must instruct the bank, broker or other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the Internet.

Q:

If my shares of Terminix common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares of Terminix common stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under the NYSE rules, banks, brokers and other nominees who hold shares of Terminix common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Terminix special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

Since there are no items on the agenda that your broker has discretionary authority to vote upon, broker non-votes will not be counted as present at the Terminix special meeting for the purposes of determining a quorum if you fail to instruct your broker on how to vote on the proposals. Therefore, a broker non-vote will have the same effect as a vote “AGAINST” the merger proposal. If you fail to submit any instruction to your bank, broker or other nominee, it will have no effect on the compensation proposal, assuming that a quorum is otherwise present.

Q:

What should I do if I receive more than one set of voting materials for the Terminix special meeting?

A:

If you hold shares of Terminix common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Terminix common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Terminix special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or via the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Terminix common stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to make sure that you vote all of your shares.

Q:

If a stockholder gives a proxy, how are the shares of Terminix common stock voted?

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Terminix common stock in the way that you indicate. For each proposal to be voted on at the Terminix special meeting, you may specify whether your shares of Terminix common stock should be voted for or against, or abstain from voting.

Q:

How will my shares of Terminix common stock be voted if I return a blank proxy?

A:

If you sign, date and return your proxy and do not indicate how you want your shares of Terminix common stock to be voted, then your shares of Terminix common stock will be voted in accordance with the recommendation of the Terminix board of directors: “FOR” the merger proposal and “FOR” the compensation proposal.

Q:

Can I change my vote after I have submitted my proxy?

A:

Any Terminix stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the Terminix special meeting by doing any of the following:

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•

subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) for the Terminix special meeting that is received by the deadline specified on the accompanying proxy card;

•

giving written notice of your revocation to Terminix’s Corporate Secretary; or

•

revoking your proxy and voting at the Terminix special meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Terminix special meeting and vote thereat. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Terminix Global Holdings, Inc.
150 Peabody Place
Memphis, Tennessee 38103
(901) 597-1400
Attn: Corporate Secretary

For more information, see the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Revocability of Proxies” beginning on page 69.

Q:

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

A:

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Q:

What is a “broker non-vote”?

A:

Under the NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the Terminix special meeting are “non-routine” matters under the NYSE rules.

A “broker non-vote” occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Terminix special meeting are non-routine matters under the NYSE rules for which brokers do not have discretionary authority to vote, Terminix does not expect there to be any broker non-votes at the Terminix special meeting.

Q:

Where can I find the voting results of the Terminix special meeting?

A:

The preliminary voting results for the Terminix special meeting are expected to be announced at the Terminix special meeting. In addition, within four business days following the Terminix special meeting, Terminix will file the final voting results of the Terminix special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Q:

Do Terminix stockholders have dissenters’ or appraisal rights?

A:

Yes. If you want to exercise appraisal rights and receive the fair value of shares of Terminix common stock in cash instead of the merger consideration, then you must file a written objection with Terminix prior to the Terminix special meeting stating, among other things, that you will exercise your right to dissent if the transaction is completed. Also, you may not vote in favor of the merger proposal and must follow other procedures, both before and after the Terminix special meeting, as described in Annex C to this proxy statement/prospectus. Note that if you return a signed proxy card without voting instructions or with instructions to vote “FOR” the merger proposal, then your shares will automatically be voted

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in favor of the merger proposal and you will lose all appraisal rights available under Delaware law. A summary of these provisions can be found under the section of this proxy statement/prospectus entitled “The Merger Agreement — Shares Subject to Properly Exercised Appraisal Rights” beginning on page 139. Due to the complexity of the procedures for exercising the right to seek appraisal, Terminix stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Delaware law provisions will result in the loss of the right of appraisal.

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

A:

Yes. You should read and carefully consider the risk factors set forth in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 37. You also should read and carefully consider the risk factors with respect to Terminix that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:

What happens if I sell my shares of Terminix common stock after the record date but before the Terminix special meeting?

A:

The record date is earlier than the date of the Terminix special meeting. If you sell or otherwise transfer your shares of Terminix common stock after the record date but before the Terminix special meeting, you will, unless special arrangements are made, retain your right to vote at the Terminix special meeting.

Q:

Who will solicit and pay the cost of soliciting proxies?

A:

Terminix has engaged Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation of proxies for the Terminix special meeting. Terminix estimates that it will pay Innisfree a fee of approximately $25,000, plus reimbursement for certain out-of-pocket fees and expenses. Terminix has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Terminix also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Terminix common stock. Terminix’s directors, officers and employees and Rentokil Initial’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

When is the transaction expected to be completed?

A:

Terminix and Rentokil Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing (described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141) are satisfied ( including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022). However, neither Terminix nor Rentokil Initial can predict the actual date on which the transaction will be completed, or if the transaction will be completed at all, because completion of the transaction is subject to conditions and factors outside the control of both companies. The merger agreement contains an end date of December 31, 2022, for the completion of the transaction, which may be extended to March 13, 2023 by either Terminix or Rentokil Initial in certain circumstances, which we refer to as the “end date.” See also the section of this proxy statement/prospectus entitled “The Merger Proposal — Regulatory Approvals Required for the Transaction” beginning on page 112.

Q:

Is the completion of the transaction subject to any conditions?

A:

Yes. Rentokil Initial and Terminix are not required to complete the transaction unless certain conditions are satisfied (or, to the extent permitted by applicable law, waived). These conditions include, among others, the adoption of the merger agreement by Terminix stockholders and the approval by Rentokil Initial shareholders of the Rentokil Initial transaction-related proposals. For a more complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to

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completion of the transaction, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141.

Q:

What equity stake will Terminix stockholders hold in Rentokil Initial immediately following the transaction?

A:

Based on the number of Rentokil Initial ordinary shares and shares of Terminix common stock outstanding on August 31, 2022, immediately after completion of the transaction, former Terminix stockholders who receive Rentokil Initial ADSs in the transaction are expected to own Rentokil Initial ADSs representing approximately 25.7% of the outstanding Rentokil Initial ordinary shares, and Rentokil Initial shareholders immediately prior to the transaction are expected to own approximately 74.3% of the outstanding Rentokil Initial ordinary shares. The relative ownership interests of Rentokil Initial shareholders and former Terminix stockholders who receive Rentokil Initial ADSs in the transaction in Rentokil Initial immediately following the transaction will depend on the number of Rentokil Initial ordinary shares and shares of Terminix common stock issued and outstanding immediately prior to the transaction.

Q:

If I am a Terminix stockholder, how will I receive the merger consideration to which I am entitled?

A:

As a holder of Terminix common stock in book-entry form, whether through DTC or otherwise, you will not be required to take any specific actions to exchange your shares for the merger consideration. Your Terminix shares will, following the effective time of the first merger, be automatically exchanged for any Rentokil Initial ADSs (in book-entry form) and/or cash (including any cash in lieu of any fractional Rentokil Initial ADSs) to which you are entitled. More information may be found in the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” and “The Merger Agreement — No Fractional ADSs” beginning on pages 132 and 138, respectively.

Q:

Will the Rentokil Initial ADSs to be issued to me at the completion of the transaction be publicly traded on an exchange?

A:

Yes. It is a condition to the completion of the transaction that the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) to be issued in connection with the transaction be approved for listing on the NYSE, subject to official notice of issuance. In addition, it is a condition that Rentokil Initial receive acknowledgement by the FCA of the approval of the application for the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the FCA’s official list, and acknowledgement by the LSE of the admission to trading of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs on the LSE’s main market for listed securities. Therefore, at the first effective time, all Rentokil Initial ADSs received by Terminix stockholders in connection with the transaction will be listed on the NYSE (and are expected to trade under the symbol “RTO”) and may be traded on the exchange by stockholders.

Rentokil Initial ADSs received by Terminix stockholders in connection with the transaction will be freely transferable, except for Rentokil Initial ADSs issued to any stockholder deemed to be an “affiliate” of Rentokil Initial for purposes of U.S. federal securities law. For more information, see the section entitled “The Merger Proposal — Restrictions on Resales of Rentokil Initial ADSs Received in the Transaction” beginning on page 119.

Q:

Can I elect to receive Rentokil Initial ordinary shares instead of Rentokil Initial ADSs?

A:

No. Terminix stockholders may not elect to receive Rentokil Initial ordinary shares in lieu of any Rentokil Initial ADSs to which they are entitled in connection with the transaction. However, if Rentokil Initial ADSs are issued to you, you will have the right, following the closing, to exchange those Rentokil Initial ADSs for Rentokil Initial ordinary shares, subject to the payment of any fees charged by the depositary bank relating to such exchange of Rentokil Initial ADSs for Rentokil Initial ordinary shares and any applicable taxes and compliance with the other procedures set forth in the deposit agreement.

For a more detailed discussion about the exchange of Rentokil Initial ADSs for Rentokil Initial ordinary shares, see the section of this proxy statement/prospectus entitled “Description of Rentokil Initial American Depositary Shares” beginning on page 193.

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Q:

How will Rentokil Initial shareholders be affected by the transaction?

A:

Upon completion of the transaction, each Rentokil Initial shareholder will hold the same number of Rentokil Initial ordinary shares that such stockholder held immediately prior to completion of the transaction. As a result of the transaction, Rentokil Initial shareholders will own shares in a larger consolidated company with more assets. However, because in connection with the transaction Rentokil Initial will be issuing Rentokil Initial ADSs to Terminix stockholders in exchange for their shares of Terminix common stock, each outstanding share of Rentokil Initial ordinary shares as of immediately prior to the transaction will represent a smaller percentage of the aggregate number of shares of Rentokil Initial ordinary shares outstanding after the transaction.

Q:

What are the material U.S. federal income tax consequences of the transaction?

A:

The obligation of Terminix to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, counsel to Terminix, or Davis Polk & Wardwell LLP, counsel to Rentokil Initial, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the first merger and the second merger, taken together as an integrated transaction, will qualify (A) as a “reorganization” within the meaning of Section 368(a) of the Code and (B) for an exception to the general rule of Section 367(a)(1) of the Code.

Accordingly, on the basis of such opinion that the transaction qualifies as a reorganization and that the general rule of Section 367(a)(1) does not apply, and assuming that, in the case of any holder who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Rentokil Initial following the transaction, such holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8:

•

a U.S. Holder that exchanges shares of Terminix common stock solely for Rentokil Initial ADSs in the transaction will generally not recognize any gain or loss, except with respect to cash received in lieu of fractional Rentokil Initial ADSs;

•

a U.S. Holder that exchanges shares of Terminix common stock solely for cash in the transaction will generally recognize gain or loss equal to the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in such Terminix common stock; and

•

a U.S. Holder that exchanges shares of Terminix common stock for a combination of Rentokil Initial ADSs and cash in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash (excluding cash received in lieu of fractional Rentokil Initial ADSs, if any) received by such U.S. Holder in the transaction; and (ii) the excess, if any, of (a) the cash (excluding cash received in lieu of fractional Rentokil Initial ADSs, if any) plus the fair market value of the Rentokil Initial ADSs (including any fractional Rentokil Initial ADSs deemed received) received by such U.S. Holder in exchange for its shares of Terminix common stock in the transaction, over (b) such U.S. Holder’s tax basis in its shares of Terminix common stock exchanged.

In addition, a U.S. Holder generally will recognize gain or loss with respect to any cash received in lieu of fractional Rentokil Initial ADSs.

A Non-U.S. Holder exchanging its shares of Terminix common stock for the merger consideration generally will not be subject to U.S. federal income tax in respect of the transaction.

For definitions of “U.S. Holder” and “Non-U.S. Holder” and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Material U.S. Federal Income Tax Consequences” beginning on page 121.

The U.S. federal income tax consequences described above may not apply to all holders of Terminix common stock. A Terminix stockholder’s tax consequences will depend on his, her or its individual situation. Accordingly, each Terminix stockholder is urged to consult his, her or its tax advisors for a full understanding of the particular tax consequences of the transaction to such stockholder.

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Q:

What are the important differences between a Rentokil Initial ordinary share and a Rentokil Initial ADS?

A:

Each Rentokil Initial ADS represents a beneficial interest in five Rentokil Initial ordinary shares. Other key differences include:

•

Rentokil Initial ADSs will trade in U.S. dollars, while Rentokil Initial ordinary shares trade in pounds sterling on the LSE;

•

cash dividends paid in respect of Rentokil Initial ADSs will be subject to any applicable fees, charges and expenses incurred by the depositary bank in connection with the distribution thereof without the consent of Rentokil Initial, while no such fee is payable by holders of Rentokil Initial ordinary shares;

•

prior to or at completion of the transaction, all Rentokil Initial ADSs will be listed on NYSE (and are expected to trade under the symbol “RTO”), while Rentokil Initial ordinary shares are listed on the LSE; and

•

holders of Rentokil Initial ADSs may vote the underlying Rentokil Initial ordinary shares by instructing the depositary bank how to vote the corresponding Rentokil Initial ordinary shares, while holders of Rentokil Initial ordinary shares may vote directly at any general meetings.

For a more detailed discussion about Rentokil Initial ordinary shares and Rentokil Initial ADSs, see the description of Rentokil Initial’s ordinary shares and Rentokil Initial ADSs contained in sections of this proxy statement/prospectus entitled “Description of Rentokil Initial Ordinary Shares” beginning on page 193 and “Description of Rentokil Initial American Depositary Shares” beginning on page 202.

Q:

What should I do now?

A:

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

Q:

How can I find more information about Terminix or Rentokil Initial?

A:

You can find more information about Terminix or Rentokil Initial from various sources described in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

Q:

Whom do I call if I have questions about the Terminix special meeting or the transaction?

A:

If you have questions about the Terminix special meeting or the transaction, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll-free: (877) 456-3427
Banks and brokers may call collect: (212) 750-5833

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SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. Terminix and Rentokil Initial urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which Terminix and Rentokil Initial have referred you. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328. Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page 188)

Rentokil Initial plc

Compass House
Manor Royal
Crawley
West Sussex RH10 9PY
United Kingdom
Tel: +44 1293 858000

Rentokil Initial is a global leader in the provision of route-based services which protect people and enhance lives. Incorporated as Rentokil Limited in 1926 in England and Wales and listed on the London Stock Exchange market in 1969, Rentokil Initial now has a global reach, with approximately 46,000 colleagues and operations in 88 countries around the world, in more than 90 of the world’s 100 leading cities. In 1996, Rentokil Limited acquired British Electric Traction and the “Initial” brand to become Rentokil Initial. Rentokil Initial’s purpose is to protect people from the dangers of pest-borne disease and the risks of poor hygiene and to enhance lives with services that protect the health and wellbeing of people and the reputation of its customers’ brands.

Rentokil Initial operates three business segments: Pest Control, Hygiene & Wellbeing and Workwear (France). However, Rentokil Initial considers Pest Control and Hygiene & Wellbeing to be its core business segments. The Pest Control business, which operates in 87 countries, is the world’s leading international commercial pest control service provider, offering high levels of risk management, reassurance and responsiveness to customers. The Hygiene & Wellbeing business, which operates in 67 countries, offers a wide range of services to meet today’s rising expectations for hygiene, including core washroom services, specialist services in air care and clinical-waste management, and environment-enhancing services, including scenting, plants and air monitoring. The Workwear (France) business specializes primarily in the supply and laundering of workwear, uniforms, cleanroom garments and personal protective wear in France.

Rentokil Initial is a public company trading on the LSE under the ticker symbol “RTO.” Rentokil Initial’s principal executive offices are located at Compass House, Manor Royal, Crawley, West Sussex RH10 9PY, United Kingdom, and its telephone number is +44 1293 858000.

Additional information about Rentokil Initial can be found under the section of this proxy statement/prospectus entitled “Business of Rentokil Initial” beginning on page 234 and on its website at https://www.rentokil-initial.com. The information contained in, or that can be accessed through, Rentokil Initial’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about Rentokil Initial, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

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Rentokil Initial US Holdings, Inc.
Leto Holdings I, Inc.
Leto Holdings II, LLC

Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
1-800-677-3394

Each of Bidco, a Delaware corporation and a direct wholly owned subsidiary of Rentokil Initial, Merger Sub I, a Delaware corporation and a direct wholly owned subsidiary of Bidco, and Merger Sub II, a Delaware limited liability company and a direct wholly owned subsidiary of Bidco, were formed solely for the purpose of facilitating the transaction. Neither Bidco nor either Merger Sub has carried on any activities or operations to date, except for those activities incidental to such entity’s formation and undertaken in connection with the transactions contemplated by the merger agreement.

By operation of the transaction, Merger Sub I will be merged with and into Terminix. As a result, Terminix will survive the first merger as a direct wholly owned subsidiary of Bidco. Upon completion of the first merger, (1) Merger Sub I will cease to exist as a separate entity, and (2) Terminix, as the surviving company of the first merger, will thereafter be merged with and into Merger Sub II. As a result, Merger Sub II will survive the second merger as a direct wholly owned subsidiary of Bidco and therefore an indirect wholly owned subsidiary of Rentokil Initial. Upon completion of the second merger, Terminix will cease to exist as a separate entity.

Bidco, Merger Sub I and Merger Sub II’s principal executive offices, respectively, are located at Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the telephone number for Bidco and both Merger Subs is 1-800-677-3394.

Terminix Global Holdings, Inc.

150 Peabody Place
Memphis, Tennessee 38103
(901) 597-1400

Terminix is a provider of residential and commercial termite and pest management services, specializing in protection against termite damage, rodents, insects and other pests, including cockroaches, spiders, wood-destroying ants, ticks, fleas, mosquitos and bed bugs. Its services include termite remediation, annual termite inspection and prevention treatments with termite damage repair guarantees, periodic pest management services, insulation services, crawlspace encapsulation, wildlife exclusion and disinfection services. Terminix’s mission is to be the preferred pest management service in the eyes of its customers, teammates and the communities it serves.

Terminix is a Delaware corporation and successor to various entities dating back to 1927. It operates through a service network of approximately 380 company-owned branches in the U.S., Europe, Canada, Mexico and Central America, over 100 franchise and licensed locations in the U.S., Japan, South Korea, Southeast Asia, Central America and the Caribbean, and a joint venture in China. It serves both residential and commercial customers, principally in the U.S.

Terminix is a public company trading on the NYSE under the ticker symbol “TMX.” Terminix’s principal executive offices are located at 150 Peabody Place, Memphis, Tennessee 38103 and its telephone number is (901) 597-1400.

Additional information about Terminix can be found on its website at https://www.terminix.com/. The information contained in, or that can be accessed through, Terminix’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about Terminix, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

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Risk Factors Summary (page 22)

Below is a summary of the principal risk factors that you should consider in deciding how to vote for the proposals presented in this proxy statement/prospectus. The below summary is qualified in its entirety by the more complete discussion of such risks and uncertainties that follows this summary.

Risks Relating to the Transaction

•

Because the market value of Rentokil Initial ordinary shares may fluctuate and the exchange ratio and per share cash amount are both fixed, Terminix stockholders cannot be sure of the market value of the merger consideration that they will receive in the transaction.

•

Certain Terminix stockholders may receive a form or combination of consideration different from what they elect.

•

If you make a cash/stock election, you will not be able to sell those shares unless you revoke your election prior to the election deadline.

•

The market price for Rentokil Initial ADSs may be affected by different factors from those that historically have affected the market price of Terminix common stock.

•

There is no assurance when or if the transaction will be completed.

•

Certain Terminix agreements may contain change of control or anti-assignment provisions that may be triggered by the transaction and that, if acted upon or not waived, could cause the combined company to lose the benefit of such agreement(s) and incur liabilities or replacement costs, which could have an adverse effect on the combined company.

•

The combined company may not realize all of the anticipated benefits of the transaction.

•

Because Rentokil Initial is a holding company and substantially all of its operations will be conducted through its subsidiaries, its ability to pay dividends on the Rentokil Initial ordinary shares depends on its ability to obtain cash dividends or other cash payments or to obtain loans from such entities.

•

The announcement and pendency of the transaction could adversely affect each of Terminix’s and Rentokil Initial’s respective businesses, results of operations, financial condition and/or prospects.

•

Terminix and Rentokil Initial will incur substantial transaction fees and costs in connection with the transaction.

•

The transaction may not be accretive, and may be dilutive, to Rentokil Initial’s earnings per share, which may negatively affect the market price of Rentokil Initial ordinary shares and the implied value of the Rentokil Initial ADSs following the transaction.

•

The unaudited pro forma condensed combined financial information of Terminix and Rentokil Initial is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the transaction.

•

Rentokil Initial or Terminix may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.

•

The opinion of Terminix’s financial advisor rendered to Terminix’s board of directors does not reflect changes in circumstances between the signing of the merger agreement and the completion of the transaction.

•

While the merger agreement is in effect, Terminix, Rentokil Initial and their respective subsidiaries’ businesses are subject to restrictions on their business activities.

•

The termination of the merger agreement could negatively impact Terminix.

•

Directors and executive officers of Terminix have interests in the transaction that may differ from the interests of Terminix stockholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

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•

Except in specified circumstances, if the transaction is not completed by December 31, 2022, subject to extension in specified circumstances by either Terminix or Rentokil Initial, either Terminix or Rentokil Initial may choose not to proceed with the transaction.

•

Following the closing, there may be less publicly available information concerning Rentokil Initial than there is for issuers that are not foreign private issuers because, as a foreign private issuer, Rentokil Initial would be exempt from a number of rules under the U.S. Exchange Act and would be permitted to file less information with the SEC than issuers that are not foreign private issuers and Rentokil Initial, as a foreign private issuer, would be permitted to follow home country practice in lieu of the listing requirements of NYSE, subject to certain exceptions.

•

Rentokil Initial is organized under the laws of England and Wales and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against Rentokil Initial or Rentokil Initial’s officers and members of the Rentokil Initial board of directors.

•

Resales of Rentokil Initial ADSs following the transaction may cause the market value of Rentokil Initial ADSs to decline.

•

An active trading market for Rentokil Initial ADSs may not develop, which would adversely affect the liquidity and price of Rentokil Initial ADSs.

•

The Rentokil Initial ADSs and Rentokil Initial ordinary shares have different rights from the shares of Terminix common stock.

•

Current Rentokil Initial shareholders and Terminix stockholders who receive Rentokil Initial ADSs in the transaction will have a reduced ownership and voting interest after the transaction.

•

Terminix is, and Rentokil Initial may become, the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.

•

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

•

The transaction may affect the application of new or existing tax rules to the combined company, which could result in a material impact on the combined company’s cash tax liabilities and tax charges.

•

Prior to the completion of the transaction, Rentokil Initial and Terminix (and with effect from the completion of the transaction, the combined company) may have difficulty attracting, motivating and retaining executives and other employees in light of the transaction.

•

The merger agreement contains provisions that make it more difficult for Rentokil Initial and Terminix to pursue alternatives to the transaction and may discourage other companies from trying to acquire Terminix for greater consideration than Rentokil Initial has agreed to pay.

•

The financial forecasts are based on various assumptions that may not be realized.

•

Exchange rate fluctuations may adversely affect the foreign currency value of Rentokil Initial ADSs and any dividends.

Risks Related to Rentokil Initial’s Business

Risks Relating to Business Strategies and Operations

•

If Rentokil Initial is unsuccessful in integrating acquisitions (including the transaction) or if its disposals result in unexpected costs or liabilities, its business could be materially and adversely affected.

•

Rentokil Initial may experience difficulties integrating, streamlining and optimizing its IT systems, processes and technologies.

•

Rentokil Initial depends on a suitably skilled and qualified labor force to maintain the business.

•

Rentokil Initial depends on key personnel to lead Rentokil Initial’s business.

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•

ESG matters, including those related to climate change and sustainability, may have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

•

Inflationary pressures, such as increases in wages, fuel prices and other operating costs, could adversely impact Rentokil Initial’s business, results of operations, financial condition and/or prospects.

•

Supply chain issues may result in product shortages or disruptions to Rentokil Initial’s business.

•

Weakening general economic conditions, including rising unemployment or decreased consumer confidence or spending levels, especially as they may affect demand from Rentokil Initial’s customers, may adversely impact its business, results of operations, financial condition and/or prospects.

•

Rentokil Initial may not successfully implement its business strategies, including achieving its growth objectives.

•

Rentokil Initial’s continued growth depends on its ability to retain existing customers and attract new customers.

•

Rentokil Initial’s industries are highly competitive.

•

Cybersecurity breaches, attacks and other similar incidents, as well as disruptions or failures in Rentokil Initial’s IT systems or data security procedures and those of its third-party service providers, could expose Rentokil Initial to liability, limit its ability to effectively monitor, operate and control operations and adversely impact its business, reputation, results of operations, financial condition and/or prospects.

•

Extraordinary events may significantly impact Rentokil Initial’s business if it is unable to ensure business continuity due to a material incident.

•

Rentokil Initial may not be able to adequately protect its intellectual property and other proprietary rights that are material to its business.

•

Rentokil Initial relies on third parties, including third-party vendors for business process outsourcing initiatives, investment counterparties, and franchisees. Any termination or disruption of such relationships or counterparty default or litigation could have a material adverse effect on its business.

•

Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on Rentokil Initial’s business and reputation.

•

Rentokil Initial may be required to recognize impairment charges or be subject to asset revaluations or downgrades.

Risks Relating to Legal and Compliance Matters

•

Government regulations and enforcement, and potential litigation, could have an adverse effect on Rentokil Initial’s financial results.

•

Termite damage claims and lawsuits related thereto could increase Rentokil Initial’s legal expenses and may adversely impact its business, reputation, results of operations, financial condition and/or prospects.

•

Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

•

Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on its business.

•

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes Rentokil Initial pays and its profitability.

•

The completion of the transaction will result in Rentokil Initial becoming subject to U.S. regulations which differ from the regulations to which Rentokil Initial is currently subject. Current and future

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U.S. regulations could have an adverse effect on the results of operations, business and financial position of Rentokil Initial following completion of the transaction.

Risks Relating to Financing

•

Adverse credit and financial market events and conditions could, among other things, impede access to or increase the cost of financing, which could have a material adverse impact on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

•

The agreements and instruments governing Rentokil Initial’s indebtedness contain restrictions and limitations that could impact Rentokil Initial’s ability to operate its business.

•

A lowering or withdrawal of the ratings, outlook or watch assigned to its debt securities by rating agencies may increase Rentokil Initial’s future borrowing costs and reduce its access to capital.

•

The additional indebtedness that Rentokil Initial will incur in connection with the completion of the transaction could adversely affect the combined company’s financial position, including by decreasing Rentokil Initial’s, and with effect from the consummation of the transaction, the combined company’s, business flexibility and result in a decline in the combined company’s credit rating.

•

An increase in interest rates would increase the cost of servicing Rentokil Initial’s debt and could adversely impact its business, results of operations, financial condition and/or prospects.

The Transaction and the Merger Agreement (page 25)

The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, at the first effective time, (1) Merger Sub I, a direct wholly owned subsidiary of Bidco, will merge with and into Terminix with Terminix surviving as a wholly owned subsidiary of Bidco, and (2) immediately thereafter Terminix will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company as a direct wholly owned subsidiary of Bidco and therefore an indirect wholly owned subsidiary of Rentokil Initial. As a result, Terminix will cease to be a publicly traded company. The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified by reference to the merger agreement.

Merger Consideration (page 132)

Upon the terms and subject to the conditions set forth in the merger agreement, each share of Terminix common stock (other than excluded shares) will be converted into the right to receive, at the election of the holders and subject to certain allocation and proration provisions of the merger agreement, as described in the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135, either (1) a number of Rentokil Initial ADSs (each representing a beneficial interest in five Rentokil Initial ordinary shares) equal to (A) 1.0619 (the “exchange ratio”) plus (B) the quotient of $11.00 (the “per share cash amount”) and the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the trading day that is two trading days prior to the closing date of the transaction (or such other date as may be mutually agreed to by Rentokil Initial and Terminix) (such price, the “Rentokil Initial ADS price,” and such number of Rentokil Initial ADSs, the “stock consideration”) or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price (the “cash consideration”). We refer to the stock consideration and the cash consideration payable per share of Terminix common stock in the transaction, as applicable, as the “merger consideration.” For a full description of the treatment of Terminix Stock Options, Terminix RSU Awards, Terminix PSU Awards and Terminix DSE Awards (as each are defined below), see the sections of this proxy statement/prospectus entitled “The Merger

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Agreement — Treatment of Terminix Equity Awards” and “The Merger Agreement — Merger Consideration” beginning on pages 139 and 132, respectively.

Cash/Stock Election

At least 20 business days prior to the anticipated closing date, the form of election will be mailed to all record holders of Terminix common stock as of September 6, 2022. The form of election will allow each Terminix stockholder to specify the number of shares of Terminix common stock with respect to which such holder elects to make a cash election or a stock election. If a Terminix stockholder does not make a cash/stock election, such Terminix stockholder will be deemed to have elected to receive the stock consideration.

To make the cash/stock election, a Terminix stockholder must return a properly completed and signed election form to the exchange agent, prior to the election deadline, which will be 5:00 p.m., Eastern Time, three business days preceding the closing date of the transaction.

In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00p.m. Eastern Time on October 6, 2022.

If the election deadline is delayed, Rentokil Initial and Terminix will promptly announce any such delay and, when determined, the rescheduled election deadline.

Neither Rentokil Initial nor Terminix is making any recommendation as to whether Terminix stockholders should elect the stock consideration or cash consideration. You must make your own decision with respect to such election.

For more information, please see the section titled “The Merger Proposal — Merger Consideration — Cash/Stock Election” beginning on page 76. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Terminix’s Board of Directors’ Recommendation (page 26)

The Terminix board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the compensation proposal. For a description of some of the factors considered by the Terminix board of directors in reaching its decision to approve the merger agreement and additional information on the recommendation of the Terminix board of directors that Terminix stockholders vote to adopt the merger agreement, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Recommendation of the Terminix Board of Directors; Terminix’s Reasons for the Transaction” beginning on page 82.

Opinion of Terminix’s Financial Advisor (page 89)

Terminix retained Lazard Frères & Co. LLC (which is referred to as “Lazard”), to act as financial advisor to the Terminix board of directors in connection with the transaction. In connection with this engagement, the Terminix board of directors requested that Lazard evaluate the fairness, from a financial point of view, to holders of Terminix common stock (other than holders of certain excluded shares as described in the merger agreement) of the merger consideration to be paid to such holders in the transaction.

On December 13, 2021, Lazard rendered an oral opinion to the Terminix board of directors, which was subsequently confirmed by delivery of its written opinion, dated December 13, 2021, to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in Lazard’s written opinion, the merger consideration to be paid to holders of Terminix common stock (other than holders of certain excluded shares as described in the merger agreement) in the transaction was fair, from a financial point of view, to such holders.

The full text of Lazard’s written fairness opinion, dated December 13, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations

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on the review undertaken, is included as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety. The summary of Lazard’s opinion included in the section of this proxy statement/prospectus entitled “The Merger Proposal — Opinion of Terminix’s Financial Advisor” beginning on page 89 is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard’s opinion and that section carefully and in their entirety. Lazard’s opinion was provided for the benefit of the Terminix board of directors (in its capacity as such) and Lazard’s opinion was rendered to the Terminix board of directors in connection with the Terminix board of directors’ evaluation of the transaction. Lazard’s opinion did not address the relative merits of the transaction as compared to any other transaction or business strategy in which Terminix might engage or the merits of the underlying decision by Terminix to engage in the transaction. Lazard’s opinion was not intended to and does not constitute a recommendation to any Terminix stockholder as to how such stockholder should vote or act with respect to the transaction or any matter relating thereto.

For a summary of Lazard’s opinion and the methodology that Lazard used to render its opinion, see the section titled “The Merger Proposal — Opinion of Terminix’s Financial Advisor” beginning on page 89.

The Terminix Special Meeting (page 66)

The Terminix special meeting will be held virtually via the Internet on October 6, 2022, beginning at 8:30 a.m., Eastern Time. Terminix has elected to hold the Terminix special meeting solely by means of remote communication via the Internet. The Terminix special meeting will be held solely via live webcast and there will not be a physical meeting location. Terminix stockholders will be able to attend the Terminix special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/TMX2022SM (which we refer to as the “special meeting website”).

The purposes of the Terminix special meeting are as follows:

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Proposal 1: Adoption of the Merger Agreement. To consider and vote on the merger proposal; and

•

Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Certain Merger-Related Compensatory Arrangements with Terminix’s Named Executive Officers. To consider and vote on the compensation proposal.

Completion of the transaction is conditioned on the approval of the merger proposal by Terminix’s stockholders. The approval of the compensation proposal is not a condition to the obligation of either Terminix or Rentokil Initial to complete the transaction.

Only holders of record of shares of Terminix common stock outstanding as of the close of business on September 6, 2022, the record date for the Terminix special meeting, are entitled to notice of, and to vote at, the Terminix special meeting or any adjournment or postponement of the Terminix special meeting. Terminix stockholders may cast one vote for each share of Terminix common stock that Terminix stockholders own of record as of that record date.

A quorum of Terminix stockholders is necessary to hold the Terminix special meeting. A quorum will exist at the Terminix special meeting upon the presence in person (including virtually via the Internet) or by proxy of the holders of record of a majority of the Terminix common stock entitled to vote at the Terminix special meeting. All shares of Terminix common stock represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. All of the proposals for consideration at the Terminix special meeting are considered “non-routine” matters under the NYSE rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the Terminix special meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the Terminix special meeting.

Assuming a quorum is present at the Terminix special meeting, approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Terminix common stock entitled to vote on the proposal. Shares of Terminix common stock not present at the Terminix special meeting, shares that are present and not voted on the merger proposal, including due to the failure of any

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Terminix stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote “AGAINST” the merger proposal.

Assuming a quorum is present at the Terminix special meeting, approval of the compensation proposal requires the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of Terminix common stock present in person (including virtually via the Internet) or represented by proxy at the Terminix special meeting and entitled to vote. Accordingly, a broker non-vote or a Terminix stockholder’s failure to return or submit a proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present), but the failure of any shares present or represented at the Terminix special meeting and entitled to vote on the proposal to vote will have the same effect as a vote “AGAINST” the compensation proposal.

Listing of Rentokil Initial ADSs (page 105)

The completion of the transaction is conditioned upon the approval for listing on the NYSE of Rentokil Initial ADSs issuable pursuant to the merger agreement, subject to official notice of issuance. In addition, it is a requirement that Rentokil Initial receive acknowledgement by the FCA and LSE that the Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to be issued in connection with the transaction shall be admitted to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities.

Delisting and Deregistration of Terminix Common Stock (page 105)

As promptly as practicable after the first effective time, the Terminix common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the U.S. Exchange Act.

Material U.S. Federal Income Tax Consequences (page 121)

The obligation of Terminix to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, counsel to Terminix, or Davis Polk & Wardwell LLP, counsel to Rentokil Initial, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the first merger and the second merger, taken together as an integrated transaction, will qualify (A) as a “reorganization” within the meaning of Section 368(a) of the Code and (B) for an exception to the general rule of Section 367(a)(1) of the Code.

Accordingly, on the basis of such opinion that the transaction qualifies as a reorganization and that the general rule of Section 367(a)(1) does not apply, and assuming that, in the case of any holder who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Rentokil Initial following the transaction, such holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8:

•

a U.S. Holder that exchanges shares of Terminix common stock solely for Rentokil Initial ADSs in the transaction will generally not recognize any gain or loss, except with respect to cash received in lieu of fractional Rentokil Initial ADSs;

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a U.S. Holder that exchanges shares of Terminix common stock solely for cash in the transaction generally will recognize gain or loss equal to the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in such Terminix common stock; and

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a U.S. Holder that exchanges shares of Terminix common stock for a combination of Rentokil Initial ADSs and cash in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the cash (excluding cash received in lieu of fractional Rentokil Initial ADSs, if any) received by such U.S. Holder in the transaction; and (ii) the excess, if any, of (a) the sum of the cash (excluding cash received in lieu of fractional Rentokil Initial ADSs, if any) plus the fair market value of the Rentokil Initial ADSs (including any fractional Rentokil Initial ADSs deemed received) received by such U.S. Holder in exchange for its shares of Terminix common stock in the transaction, over (b) such U.S. Holder’s tax basis in its shares of Terminix common stock exchanged.

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In addition, a U.S. Holder generally will recognize gain or loss with respect to any cash received in lieu of fractional Rentokil Initial ADSs.

A Non-U.S. Holder exchanging its shares of Terminix common stock for the merger consideration generally will not be subject to U.S. federal income tax in respect of the transaction.

For definitions of “U.S. Holder” and “Non-U.S. Holder” and a more detailed discussion of the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Material U.S. Federal Income Tax Consequences” beginning on page 121.

The U.S. federal income tax consequences described above may not apply to all holders of Terminix common stock. A Terminix stockholder’s tax consequences will depend on his, her or its individual situation. Accordingly, each Terminix stockholder is urged to consult his, her or its tax advisors for a full understanding of the particular tax consequences of the transaction to such stockholder.

Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs (page 127)

Taxation of Disposals of Rentokil Initial ordinary shares or Rentokil Initial ADSs

Holders of Rentokil Initial ordinary shares or Rentokil Initial ADSs who are not resident in the UK should not generally be subject to UK taxation of capital gains on the disposal or deemed disposal of Rentokil Initial ordinary shares or Rentokil Initial ADSs unless they are carrying on a trade, profession or vocation in the UK through a permanent establishment, branch or agency there in connection with which the Rentokil Initial ordinary shares or Rentokil Initial ADSs are used, held or acquired.

An individual holder of Rentokil Initial ordinary shares or Rentokil Initial ADSs who has been resident for tax purposes in the UK but who ceases to be so resident or becomes treated as resident outside the UK for the purposes of a double tax treaty for a period of five years or less and who disposes of all or part of their Rentokil Initial ordinary shares or Rentokil Initial ADSs during that period may be liable to capital gains tax on their return to the UK, subject to any available exemptions or reliefs.

Taxation of Dividends received from Rentokil Initial

Rentokil Initial is not required to withhold UK tax when paying a dividend. Holders of Rentokil Initial ordinary shares or Rentokil Initial ADSs resident outside the UK should generally not be subject to UK taxation on dividend income unless they are carrying on a trade, profession or vocation through a permanent establishment, branch or agency in the UK and the dividends are either a receipt of that trade, profession or vocation (or, in the case of a corporate holder, the Rentokil Initial ordinary shares or Rentokil Initial ADSs are used by, or held by or for, that UK permanent establishment).

UK Stamp Duty and SDRT

Terminix stockholders should not be liable to pay any UK stamp duty or SDRT in respect of the issuance of Rentokil Initial ordinary shares or Rentokil Initial ADSs pursuant to the transaction.

UK stamp duty at the rate of 0.5% (rounded up to the next multiple of £5) of the amount or value of the consideration given is generally payable on a physical instrument transferring Rentokil Initial ordinary shares. Paperless transfers of Rentokil Initial ordinary shares, such as those occurring within CREST, are generally liable to SDRT, rather than UK stamp duty, at the rate of 0.5% of the amount or value of the consideration. CREST is obliged to collect SDRT on relevant transactions settled within the system. The charge is generally borne by the purchaser.

Subsequent transfers of Rentokil Initial ADSs should not attract a charge to UK stamp duty provided there is no written instrument of transfer and paperless transfers of Rentokil Initial ADSs held by DTC should not incur an SDRT charge.

For a more detailed discussion of the material UK tax consequences of owning Rentokil Initial ordinary shares or Rentokil Initial ADSs, see the section of this proxy statement/prospectus entitled “The

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Merger Proposal — Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs” beginning on page 127.

The UK tax consequences described above may not apply to all holders of Rentokil Initial ordinary shares or Rentokil Initial ADSs. Each person’s tax consequences will depend on his, her or its individual situation. Accordingly, each holder of Rentokil Initial ordinary shares or Rentokil Initial ADSs is urged to consult his, her or its tax advisors for a full understanding of the particular tax consequences of owning (or disposing of) Rentokil Initial ordinary shares or Rentokil Initial ADSs.

Accounting Treatment of the Transaction (page 112)

The transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS under IFRS 3, Business Combinations, which requires that one of the two companies in the transaction be designated as the acquirer for accounting purposes based on the evidence available. Rentokil Initial will be treated as the accounting acquirer, and accordingly, will record assets acquired, including identifiable intangible assets, and liabilities assumed from Terminix at their respective fair values at the date of completion of the transaction. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill. For a more detailed discussion of the accounting treatment of the transaction, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Accounting Treatment of the Transaction” beginning on page 112.

Treatment of Terminix Equity Awards (page 139)

Terminix Stock Options

At the first effective time, each outstanding option to purchase shares of Terminix common stock (each, a “Terminix Stock Option”) that is then vested and exercisable will be cancelled in consideration for the right to receive, within 10 business days following the first effective time, an amount in cash equal to the product of (x) the excess of (1) the Vested Award Consideration, over (2) the exercise price per share of Terminix common stock subject to such Terminix Stock Option and (y) the number of shares of Terminix common stock subject to such Terminix Stock Option immediately prior to the first effective time, without interest and less applicable withholding taxes. For purposes of this proxy statement/prospectus, “Vested Award Consideration” means the sum of (A) the per share cash amount and (B) the product of the exchange ratio and the Rentokil Initial ADS price.

All other Terminix Stock Options outstanding at the first effective time will at that time be assumed by Rentokil Initial and converted into a stock option award (each an “Assumed Option”) to purchase a number of Rentokil Initial ADSs equal to the number of shares of Terminix common stock underlying the Terminix Stock Option multiplied by the Equity Award Exchange Ratio, rounded down to the nearest whole number of Rentokil Initial ADSs. The exercise price per Rentokil Initial ADS applicable to each Assumed Option will be equal to the exercise price per share of Terminix common stock applicable to such Terminix Stock Option divided by the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Each Assumed Option will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix Stock Option, including any terms and conditions relating to accelerated vesting on a qualifying termination of the holder’s employment in connection with or following the Merger. For purposes of this proxy, “Equity Award Exchange Ratio” means the sum, rounded to four decimal places, equal to (i) the exchange ratio, plus (ii) the quotient of (A) the per share cash amount, and (B) the Rentokil Initial ADS price.

Terminix Restricted Stock Unit Awards

At the first effective time, each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests solely based on the passage of time (each, a “Terminix RSU Award”) that is vested as of the first effective time will be cancelled in consideration for the right to receive, within 10 business days following the first effective time, the Vested Award Consideration, without interest and less applicable withholding taxes.

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Each unvested Terminix RSU Award will be assumed by Rentokil Initial and will be converted into a restricted stock unit award (each an “Assumed RSU Award”) that settles in a number of Rentokil Initial ADSs equal to (x) the number of shares of Terminix common stock underlying the Terminix RSU Award multiplied by (y) the Equity Award Exchange Ratio. Each Assumed RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix RSU Award, including any terms and conditions relating to accelerated vesting on a qualifying termination of the holder’s employment in connection with or following the Merger.

Terminix Performance Stock Unit Awards

At the first effective time, each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests based on the achievement of a combination of time- and performance-based vesting conditions (each, a “Terminix PSU Award”) that was granted prior to the date of the Merger Agreement will be assumed by Rentokil Initial and converted into a restricted unit award (each an “Assumed PSU Award”) that settles, subject to the achievement of the applicable time-based vesting conditions, in a number of Rentokil Initial ADSs equal to the product of (x) the number of shares of Terminix common stock underlying the Terminix PSU Award (determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the latest practicable date prior to the first effective time), multiplied by (y) the Equity Award Exchange Ratio, rounded down to the nearest whole number of shares. Each such Assumed PSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award, other than any performance-based vested conditions, including any terms and conditions relating to accelerated vesting on a qualifying termination of the holder’s employment in connection with or following the Merger.

Each Terminix PSU Award granted after the date of the Merger Agreement (under circumstances permitted by the Merger Agreement) will be assumed by Rentokil Initial and converted into an Assumed PSU Award that settles, subject to the achievement of the applicable time and performance-based vesting conditions, in a target number of Rentokil Initial ADSs equal to the product of (1) the number of shares of Terminix common stock underlying the Terminix PSU Award (determined by assuming the applicable performance goals to be achieved at target level) multiplied by (2) the Equity Award Exchange Ratio, rounded down to the nearest whole number of shares. Each such Assumed PSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award, including any terms and conditions relating to accelerated vesting on a qualifying termination of the holder’s employment in connection with or following the Merger, except that the applicable performance metrics will be adjusted in good faith by Terminix and Rentokil Initial to provide for performance metrics that are based on the combined businesses.

Terminix Director Deferred Share Equivalents

At the first effective time, each outstanding director deferred share equivalent award with respect to shares of Terminix common stock (each, a “Terminix DSE Award”) will be cancelled in consideration for the right to receive, within 10 business days following the first effective time, in respect of each share of Terminix common stock subject to such Terminix DSE Award, the Vested Award Consideration, without interest.

For a description of the treatment of Terminix equity awards, see the section entitled “The Merger Agreement — Treatment of Terminix Equity Awards” beginning on page 139.

Treatment of Terminix Employee Stock Purchase Plan (page 140)

Following the date of the merger agreement, participation in the Terminix Employee Stock Purchase Plan (the “Terminix ESPP”) was limited to those employees who were participants on the date of the merger agreement and the Terminix ESPP was suspended as of January 1, 2022.

Regulatory Approvals Required for the Transaction (page 112)

Completion of the transaction is conditioned upon, among other things, the expiration or early termination of the waiting period relating to the transaction under the Hart-Scott-Rodino Antitrust

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Improvements Act of 1976 (which we refer to in this proxy statement/prospectus as the “HSR Act”). Under the HSR Act, certain transactions, including the transaction, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the Federal Trade Commission, which is referred to in this proxy statement/prospectus as the “FTC,” and the Antitrust Division of the U.S. Department of Justice, which is referred to in this proxy statement/prospectus as the “DOJ.” A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period.

Each of Rentokil Initial and Terminix filed its respective HSR Act notification and report forms with respect to the transaction on January 10, 2022. Following informal discussions with the FTC staff, Rentokil Initial notified the FTC that it elected to withdraw and refile its notification and report form under the HSR Act prior to expiration of the initial waiting period to give the FTC additional time to review the transaction. Rentokil Initial’s notification and report form was withdrawn effective as of February 9, 2022, and Rentokil Initial refiled its notification on February 11, 2022, commencing a new 30-calendar-day waiting period under the HSR Act. The applicable HSR Act waiting period expired on March 14, 2022. Accordingly, as of March 15, 2022, the condition to the closing of the transaction with respect to the expiration or early termination of the waiting period relating to the transaction under the HSR Act has been satisfied.

For more information, see the sections of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” and “The Merger Agreement — Efforts to Consummate the Transaction” beginning on pages 141 and 154, respectively.

Litigation Related to the Transaction (page 114)

On March 25, 2022, in connection with its previously filed complaint on October 20, 2020, Bruce-Terminix Company, a licensee of Terminix (“Bruce”), filed a supplemental complaint against Terminix and The Terminix International Company Limited Partnership, a subsidiary of Terminix, under the caption Bruce-Terminix Company v. The Terminix International Company Limited Partnership, and Terminix Global Holdings, Inc., Civil Action No: 1:20-CV-962 (M.D.N.C.) (the “Bruce Lawsuit”). The original complaint generally alleged, among other things, that certain subsidiaries of Terminix violated the non-compete restriction under the licensee’s license agreement and the North Carolina Unfair and Deceptive Trade Practices Act. As supplemented, the Bruce Lawsuit further generally alleges, among other things, that a Rentokil Initial subsidiary currently competes in the licensee’s territory and that the transaction would violate the non-compete restriction under the licensee’s license agreement. The Bruce Lawsuit also alleges, among other things, that Bruce would suffer irreparable harm from purported competition with Rentokil Initial should the transaction be consummated, and seeks, among other things, injunctive relief enjoining the defendants from merging with Rentokil Initial so long as Rentokil Initial owns pest control companies with locations within Bruce’s service area and from disclosing to Rentokil Initial certain confidential or proprietary information of the Company. On August 1, 2022, the court denied Bruce’s motion for a preliminary injunction to enjoin the transaction. Terminix believes that the claims asserted in the Bruce Lawsuit are without merit.

In connection with the transaction, three complaints have been filed by purported Terminix stockholders against Terminix and its directors, and one draft complaint has been sent to Terminix. The complaints are captioned Ferreiro v. Terminix Global Holdings, Inc., et al., No. 1:22-cv-04987 (S.D.N.Y.); Justice v. Terminix Global Holdings, Inc., et al., No. 1:22-cv-05519 (S.D.N.Y.); and Baker v. Terminix Global Holdings, Inc., et al., No. 1:22-cv-05524 (S.D.N.Y.). The draft complaint is captioned Paxton v. Terminix Global Holdings, Inc., et al. and does not specify any court. The complaints and draft complaint generally allege that the preliminary registration statement filed with the SEC on June 7, 2022 omitted certain allegedly material information in connection with the transaction in violation of federal proxy laws, and one of the complaints further alleges that the Terminix directors further breached their fiduciary duties in connection with the transaction and that Terminix aided and abetted that breach. The lawsuits seek various remedies, including: enjoining the consummation of the transaction; rescission of the transaction, or rescissory damages in the event the transaction is consummated without the allegedly material disclosures; declaring the merger agreement unenforceable; directing dissemination of additional allegedly material disclosures; declaring that Terminix and its directors violated federal proxy laws; awarding plaintiffs costs and an allowance for

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attorneys’ and experts fees; and an accounting to the plaintiffs for any damages allegedly suffered. Given the early stage of the proceedings, it is impossible to predict the outcome or to estimate possible loss or range of loss. Rentokil Initial and Terminix believe that the claims asserted in the complaints and draft complaint are without merit.

Appraisal or Dissenters’ Rights (page 114)

If the transaction is completed, Terminix stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder and obtain payment in cash for the fair value of their shares of Terminix, subject to certain limitations under the DGCL. Any shares of Terminix common stock held by a Terminix stockholder on the date of making an appraisal demand, who continues to own such shares through the first effective date, who has not voted in favor of the adoption of the merger agreement and who has demanded appraisal for such shares in accordance with the DGCL will have the right to obtain payment in cash for the fair value of their shares of Terminix in lieu of the merger consideration, unless such Terminix stockholder fails to perfect, effectively withdraws, waives or otherwise loses such stockholder’s appraisal rights under the DGCL. If, after the completion of the transaction, such holder of Terminix common stock fails to perfect, effectively withdraws, waives or otherwise loses his, her or its appraisal rights, each such share will be treated as if it had been converted as of the completion of the transaction into a right to receive the merger consideration. Due to the complexity of the procedures for exercising your appraisal rights, Terminix stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in the loss of appraisal rights. See the section entitled “The Merger Proposal — Appraisal or Dissenters’ Rights” contained in this proxy statement/prospectus for additional information and the text of Section 262 of the DGCL, which is included as Annex C to this proxy statement/prospectus, which you are encouraged to read carefully and in their entirety.

Description of Debt Financing (page 33)

In order to provide financing certainty for the transaction, Rentokil Initial obtained bridge and term facility commitments having an original aggregate principal amount of $2,700 million consisting of (i) “Facility A”, a bridge facility having an original aggregate principal amount of $2,000 million, which has since been terminated in full as described below and (ii) “Facility B”, a term facility having an original aggregate principal amount of $700 million, provided by a syndicate of banks.

On June 30, 2022, Facility A was cancelled in full following the issuances on June 27, 2022 by Rentokil Initial and its subsidiary of (i) senior unsecured notes due June 27, 2027 in an aggregate principal amount of €850 million, (ii) senior unsecured notes due June 27, 2030 in an aggregate principal amount of €600 million and (iii) senior unsecured notes due June 27, 2032 in an aggregate principal amount of £400 million, in each case pursuant to Rentokil Initial’s Euro Medium Term Note Programme (collectively, the “New Senior Notes”). The New Senior Notes contain customary undertakings, mandatory redemption events and a negative pledge given by the relevant issuer and Rentokil Initial (as guarantor). There are no financial performance maintenance covenants and (except for the negative pledge) no other negative covenants. The proceeds of the New Senior Notes have been converted to $2,000 million using hedging instruments.

Facility B will mature on the third anniversary of the date of utilization. Facility B includes customary representations and warranties, undertakings and mandatory prepayment events. There are no financial performance maintenance covenants.

For further information, see the section of this proxy statement/prospectus entitled “The Merger Proposal — The Rentokil Initial Debt Financing” beginning on page 119.

Conditions to the Transaction (page 33)

Each party’s obligation to complete the transaction is subject to the satisfaction or waiver of the following mutual conditions:

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adoption of the merger agreement by Terminix stockholders;

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approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders;

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approval for listing on the NYSE of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) to be issued in connection with the transaction, subject to official notice of issuance;

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acknowledgement by the FCA of the approval of the application for the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the FCA’s official list;

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acknowledgement by the LSE of the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs on the LSE’s main market for listed securities;

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effectiveness of the registration statement for Rentokil Initial ordinary shares to be issued in the transaction (of which this proxy statement/prospectus forms a part) and of the registration statement on Form F-6 relating to the Rentokil Initial ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC;

•

the absence of any injunction or order issued by any court or other governmental authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits completion of the transaction, and the absence of any applicable law enacted, entered or promulgated by any governmental authority that remains in effect and prohibits or makes illegal the completion of the transaction;

•

approval by the FCA of Rentokil Initial’s prospectus (which will be combined with the shareholder circular referenced below), and publication thereof in accordance with the prospectus regulation rules; and

•

approval by the FCA of Rentokil Initial’s shareholder circular (which will be combined with the prospectus referenced above) and the distribution thereof to Rentokil Initial shareholders in accordance with the FCA’s Listing Rules and the articles of association of Rentokil Initial.

The obligations of Rentokil Initial, Bidco and each Merger Sub to complete the transaction are subject to the satisfaction or waiver of further conditions, including:

•

the accuracy of the representations and warranties of Terminix contained in the merger agreement as of the date of the merger agreement and as of the closing date, subject to certain exceptions and materiality standards provided in the merger agreement;

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Terminix having performed in all material respects the obligations required to be performed by it under the merger agreement at or prior to the first effective time;

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Rentokil Initial’s receipt of a certificate of an executive officer of Terminix, certifying that the conditions set forth in the two bullets directly above have been satisfied; and

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Terminix having completed (i) the divestiture of Terminix’s pest control services business in the UK (the “first required sale”) and (ii) the divestiture of Terminix’s pest control services business in Norway (“second required sale” and together with the first required sale, the “required sales”). On June 1, 2022, Terminix announced that the required sales had been completed.

The obligation of Terminix to complete the transaction is subject to the satisfaction or waiver of further conditions, including:

•

the accuracy of the representations and warranties of Rentokil Initial, Bidco and each Merger Sub contained in the merger agreement as of the date of the merger agreement and as of the closing date, subject to certain exceptions and materiality standards provided in the merger agreement;

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each of Rentokil Initial, Bidco and each Merger Sub having performed in all material respects the obligations required to be performed by it under the merger agreement at or prior to the first effective time;

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Terminix’s receipt of a certificate of an executive officer of Rentokil Initial certifying that the conditions set forth in the two bullets directly above have been satisfied; and

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the receipt by Terminix of an opinion from its counsel, Wachtell, Lipton, Rosen & Katz, or Davis Polk & Wardwell LLP, counsel to Rentokil Initial, dated as of the closing date, in form and substance reasonably satisfactory to Terminix, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the first merger and the second merger, taken together, will qualify (i) as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) for an exception to the general rule of Section 367(a)(1) of the Code.

For further information, see the section in this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141.

No Solicitation (page 150)

The merger agreement generally restricts Terminix’s and Rentokil Initial’s ability to: (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making or submission of, any “acquisition proposal” (as defined in the merger agreement and described in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation”), (ii) (A) enter into or participate in any discussions or negotiations with any third party, (B) furnish to any third party any information or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal, or (iii) approve, recommend or enter into, or publicly or formally propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or non-binding) with respect to an acquisition proposal.

However, under certain circumstances specified in the merger agreement, Terminix or Rentokil Initial, as applicable, is permitted to furnish information with respect to it and its subsidiaries to third parties and participate in discussions or negotiations with such third parties in response to unsolicited acquisition proposals if, prior to taking such action, such party’s board of directors determines in good faith, after consultation with outside legal counsel and financial advisor, that based on the information then available, such acquisition proposal either constitutes a “superior proposal” (as defined in the merger agreement and described in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation”) or could reasonably be expected to result in a superior proposal.

For further information, including what constitutes an “acquisition proposal” and a “superior proposal,” see the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation” beginning on page 150.

Termination of the Merger Agreement (page 160)

Subject to conditions and circumstances described in the merger agreement, the merger agreement may be terminated as follows:

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by mutual written agreement of Rentokil Initial and Terminix;

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by either Rentokil Initial or Terminix, if the transaction has not been completed by the end date of December 31, 2022, subject to extension until March 13, 2023, in specified circumstances;

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by either Rentokil Initial or Terminix, if (i) Terminix stockholders fail to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Terminix special meeting, or (ii) Rentokil Initial shareholders fail to approve the Rentokil Initial transaction-related proposals upon a vote taken on such proposals;

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by either Rentokil Initial or Terminix, if a governmental entity issues a final and non-appealable injunction permanently restraining or enjoining the completion of the transaction;

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by either Rentokil Initial or Terminix, if there has been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the other party that would cause the other party to fail to satisfy any condition to completion of the transaction related to the accuracy of its representations and warranties or the performance of its covenants and agreements, and such breach or failure to perform either (i) is incapable of being cured by the end date (as it may be extended)

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or (ii) has not been cured upon the earlier of (A) 45 days following notice from the non-breaching party of such breach or failure to perform and (B) the end date (as it may be extended);

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by Rentokil Initial, if prior to the adoption of the merger agreement by Terminix stockholders, (i) the Terminix board of directors makes an adverse recommendation change or (ii) Terminix fails to publicly confirm to Terminix stockholders, within 10 business days after the commencement of a tender or exchange offer subject to Regulation 14D under the U.S. Exchange Act that constitutes an acquisition proposal, that Terminix recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter);

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by Terminix, if prior to the approval of the transactions contemplated by the merger agreement by Terminix stockholders, (i) the Rentokil Initial board of directors makes an adverse recommendation change or (ii) Rentokil Initial fails to publicly confirm to Rentokil Initial shareholders, within 10 business days after the commencement of an offer (as defined in the UK Code) that constitutes an acquisition proposal, that Rentokil Initial recommends rejection of such offer (or shall have withdrawn any such rejection thereafter); or

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by Terminix, if prior to the adoption of the merger agreement by Terminix stockholders, Terminix terminates the merger agreement in order to enter into a definitive agreement providing for a superior proposal.

Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders (page 211)

Upon the completion of the transaction, each eligible share of Terminix common stock will be converted into the right to receive the merger consideration. As a result, Terminix stockholders may receive Rentokil Initial ADSs and, in such case, will have different rights once they become Rentokil Initial shareholders (whether directly or via their holding of Rentokil Initial ADSs) due to differences between the organizational documents of Terminix and Rentokil Initial and differences between laws of the State of Delaware, where Terminix is incorporated, and the laws of England and Wales, where Rentokil Initial is incorporated. For a summary of the material differences between the rights of Rentokil Initial shareholders and the existing rights of Terminix stockholders, see the section in this proxy statement/prospectus entitled “Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders” beginning on page 211.

Interests of Terminix’s Directors and Executive Officers in the Transaction (page 105)

Terminix directors and executive officers may have interests in the transaction that are different from, or in addition to, their interests as Terminix stockholders. These interests may include, among others, the treatment of outstanding Terminix equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Terminix equity awards upon certain terminations of employment, and the combined company’s agreement to indemnify Terminix directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105.

Adjournments (page 71)

If a quorum is not present at the Terminix special meeting or if there are otherwise not sufficient votes at the time of the Terminix special meeting to approve the merger proposal, the chairman of the Terminix special meeting may adjourn the meeting, without notice to the Terminix stockholders, if the place, if any, date and time (and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting) are announced at the meeting unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting must be given in accordance with the Terminix bylaws to each Terminix stockholder of record entitled to vote at the adjourned meeting.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal or the compensation proposal. In the event you become a holder of Rentokil Initial ADSs following completion of the transaction, you will be subject to all risks inherent in the business of Rentokil Initial in addition to the risks relating to Terminix. The market value of your Rentokil Initial ADSs will reflect the performance of the business relative to, among other things, that of the competitors of Rentokil Initial and Terminix and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

Risks Relating to the Transaction

Because the market value of Rentokil Initial ordinary shares may fluctuate and the exchange ratio and per share cash amount are both fixed, Terminix stockholders cannot be sure of the market value of the merger consideration that they will receive in the transaction.

Upon completion of the transaction, Terminix stockholders will be entitled to receive for each share of Terminix common stock that they own, at the election of the holders of such shares and subject to certain allocation and proration provisions in the merger agreement described under the sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 and “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135, either (1) a number of Rentokil Initial ADSs (each representing a beneficial interest in five Rentokil Initial ordinary shares) equal to (A) the exchange ratio plus (B) the quotient of the per share cash amount and the Rentokil Initial ADS price or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price. Based on Rentokil Initial’s five-day average daily volume weighted share price and the five-day average of the Sterling-U.S. Dollar exchange rate, in each case, over the period spanning December 6, 2021 to December 10, 2021, inclusive, the implied value of the merger consideration to Terminix stockholders as of the date of announcement of the transaction was approximately $55.00 per share of Terminix common stock. Based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of August 31, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $43.33 per share of Terminix common stock.

Because the exchange ratio and per share cash amount are both fixed, the value of the merger consideration will depend on the Rentokil Initial ADS price as of the measurement day. The merger consideration will not be adjusted for changes in the market price of Rentokil Initial ordinary shares or Terminix common stock or in currency exchange rates between the date of signing the merger agreement and the closing date. In addition, there will be a lapse of time between the date on which Terminix stockholders vote on the merger proposal at the Terminix special meeting and the date on which Terminix stockholders entitled to receive the merger consideration actually receive the merger consideration.

The market value of the merger consideration and the market value of Terminix common stock at the first effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus, the date of the Terminix special meeting, the measurement day or the date on which a Terminix stockholder actually receives the merger consideration. These changes may result from a variety of factors, including changes in Rentokil Initial’s or Terminix’s respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions. The merger consideration will not be adjusted to reflect the comparative value of pounds sterling and the U.S. dollar or the market value of Rentokil Initial ordinary shares or the Terminix common stock. Therefore, the aggregate market value of the merger consideration that a Terminix stockholder is entitled to receive at the time that the transaction is completed could vary significantly from the value of the merger consideration on the date of this proxy statement/

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prospectus, the date of the Terminix special meeting, the measurement day or the date on which a Terminix stockholder actually receives the merger consideration.

Rentokil Initial ordinary shareholders and Terminix stockholders are urged to obtain current market quotations for Rentokil Initial ordinary shares and Terminix common stock. See the section entitled “Comparative Per Share Market Price” beginning on page 65 of this proxy statement/prospectus for more information about the market value of Rentokil Initial ordinary shares and Terminix common stock on certain dates.

Certain Terminix stockholders may receive a form or combination of consideration different from what they elect.

While each holder of Terminix common stock entitled to the merger consideration may elect to receive, in connection with the transaction, either cash consideration or stock consideration, the total amount of cash and the total number of shares of Rentokil Initial ordinary shares (represented by Rentokil Initial ADSs) available for all Terminix stockholders are fixed pursuant to the merger agreement. Accordingly, depending on the elections made by other Terminix stockholders, if a holder of Terminix common stock elects to receive all cash in connection with the transaction, such holder may receive a portion of the merger consideration in Rentokil Initial ADSs and if a holder of Terminix common stock elects to receive all Rentokil Initial ADSs in connection with the transaction, such holder may receive a portion of the merger consideration in cash. See section entitled “The Merger Agreement — Merger Consideration” beginning on page 132 of this proxy statement/prospectus for more information. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135. If a holder of Terminix common stock does not submit a properly completed and signed form of election to the exchange agent by the election deadline, then such stockholder will be deemed to have elected to receive the stock consideration. No fractional Rentokil Initial ADSs will be issued in the transaction, and Terminix stockholders will receive cash in lieu of any fractional Rentokil Initial ADSs.

If you make a cash/stock election, you will not be able to sell those shares unless you revoke your election prior to the election deadline.

If you are a holder of Terminix common stock and want to elect to receive the cash consideration or stock consideration in exchange for your shares, you must deliver to the exchange agent by the election deadline a properly completed form of election. Following the delivery of a completed form of election, you will not be able to transfer such shares of Terminix common stock unless you revoke your election before the election deadline by providing an acceptable written notice to the exchange agent. If you do not revoke your election before the election deadline, you will not be able to liquidate your investment in Terminix common stock for any reason until you receive the merger consideration.

The market price for Rentokil Initial ADSs may be affected by different factors from those that historically have affected the market price of Terminix common stock.

Upon completion of the transaction, Terminix stockholders who receive Rentokil Initial ADSs in the transaction will become Rentokil Initial ADS holders. Rentokil Initial’s businesses differ from those of Terminix, and, accordingly, the results of operations of Rentokil Initial will be affected by some factors that are different from those currently affecting the results of operations of Terminix. For a discussion of the businesses of Terminix and Rentokil Initial and of some important factors to consider in connection with those businesses, see the section of this proxy statement/prospectus entitled “Business of Rentokil Initial” beginning on page 234 and the documents incorporated by reference in this proxy statement/prospectus and referred to in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

There is no assurance when or if the transaction will be completed.

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, (i) the adoption of the merger agreement by the

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affirmative vote of at least a majority of the outstanding shares of Terminix common stock entitled to vote on the merger proposal, (ii) affirmative vote of at least a majority of the votes cast by holders of outstanding ordinary shares of Rentokil Initial at a duly convened and held meeting of Rentokil Initial’s shareholders at which a quorum is present approving the Rentokil Initial transaction-related proposals, (iii) approval for listing on the NYSE of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) to be issued in connection with the transaction, subject to official notice of issuance, (iv) acknowledgement by the FCA of the approval of the application for the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the official list, (v) acknowledgement by the FCA and the LSE of the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities, (vi) the approval by the FCA of Rentokil Initial’s prospectus (which will be combined with the shareholder circular referenced below) and publication thereof in accordance with the prospectus regulation rules, (vii) the approval by the FCA of Rentokil Initial’s shareholder circular (which will be combined with the prospectus referenced above) and the distribution thereof to Rentokil Initial shareholders in accordance with the FCA’s Listing Rules and the articles of association of Rentokil Initial, (viii) the absence of any law, injunction or other order that prohibits or makes illegal the completion of the transaction, (ix) effectiveness of the registration statement for Rentokil Initial ordinary shares to be issued in the transaction (of which this proxy statement/prospectus forms a part) and of the registration statement on Form F-6 relating to the Rentokil Initial ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC, and (x) other customary closing conditions, including the accuracy of each party’s representations and warranties (subject to specified materiality qualifiers), and each party’s material compliance with its covenants and agreements contained in the merger agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction.

Certain Terminix agreements may contain change of control or anti-assignment provisions that may be triggered by the transaction and that, if acted upon or not waived, could cause the combined company to lose the benefit of such agreement(s) and incur liabilities or replacement costs, which could have an adverse effect on the combined company.

Terminix is party to, or may become party to after the date hereof, various agreements with third parties that may contain change of control or anti-assignment provisions that may be triggered upon the completion of the transaction. Agreements with such provisions may provide for or permit the termination of the agreement upon the occurrence of a change of control of, or the assignment of such contract by, one of the parties unless it is waived by the relevant counterparties. In the event that there is such a contract or arrangement requiring a consent or waiver in relation to the transaction or the merger agreement, for which such consent or waiver was not obtained, the combined company could lose the benefit of the underlying agreement and incur liabilities or replacement costs, which could have an adverse effect on the operations of the combined company.

The combined company may not realize all of the anticipated benefits of the transaction.

There is a risk that some or all of the expected benefits of the transaction may fail to materialize, or may not occur within the time periods anticipated by Rentokil Initial and Terminix. The realization of such benefits may be affected by a number of factors, many of which are beyond the control of Rentokil Initial and Terminix. The challenge of integrating previously independent businesses makes evaluating the business and future financial prospects of the combined company following the transaction difficult. Terminix and Rentokil Initial have operated and, until completion of the transaction, will continue to operate, independently. The success of the transaction, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies that do not materially disrupt existing customer relationships (including as a result of customer relationships based on personal relationships being disrupted or lost due to personnel changes) nor result in decreased revenues or dividends due to the full or partial loss of customers. The past financial performance of each of Terminix and Rentokil Initial may not be indicative of the future financial performance of the combined company.

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Failure to realize all of the anticipated benefits of the transaction may impact the financial performance of the combined company, the price of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) and the ability of the combined company to continue paying dividends on its ordinary shares at levels per share consistent with the current dividend or at all. The declaration of dividends by the combined company will be at the discretion of its board of directors, which may determine at any time to cease paying dividends, lower the dividend level per share or not increase the dividend level per share.

Because Rentokil Initial is a holding company and substantially all of its operations will be conducted through its subsidiaries, its ability to pay dividends on the Rentokil Initial ordinary shares depends on its ability to obtain cash dividends or other cash payments or to obtain loans from such entities.

Rentokil Initial’s ability to pay dividends is limited under English company law, which limits an English company to only pay cash dividends or make other distributions to the extent it has sufficient distributable reserves and cash available for this purpose. Rentokil Initial conducts substantially all of its operations through its subsidiaries and such entities will generate substantially all of its operating income and cash flow. As a holding company, Rentokil Initial’s ability to pay dividends in the future is affected by a number of factors, principally its ability to receive sufficient dividends from its subsidiaries. The ability of such entities to make dividend payments to Rentokil Initial depends largely on their financial condition and ability to generate profits. In addition, because Rentokil Initial’s subsidiaries are, and the combined company’s subsidiaries will be, separate and distinct legal entities, they will have, to the extent they have not agreed otherwise by entering into a separate agreement with Rentokil Initial, no obligation to pay any dividends or to lend or advance to Rentokil Initial funds and may be restricted from doing so by contract, including under financing arrangements, charter provisions, other shareholders or the applicable laws and regulations of the various countries in which they operate. Additionally, claims of the creditors of Rentokil Initial’s subsidiaries have (and will continue to have) priority over any claims that Rentokil Initial may have with respect to the assets of its subsidiaries. Although the combined company plans to remain committed to Rentokil Initial’s current progressive dividend policy, there can be no assurance that, in the long term, the combined company’s subsidiaries will generate sufficient profits and cash flows, or otherwise prove willing or able, to pay dividends or lend or advance to Rentokil Initial sufficient funds to enable it to pay interest, principal or expenses to any third party, if any, or to enable it to declare and pay dividends, if any, on the Rentokil Initial ordinary shares. The inability of one or more of the combined company’s subsidiaries to pay dividends or lend or advance funds to Rentokil Initial could, in the long term, have a material adverse effect on its business, cash flows, financial condition and the results of its operations.

The announcement and pendency of the transaction could adversely affect each of Terminix’s and Rentokil Initial’s respective businesses, results of operations, financial condition and/or prospects.

The announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding Terminix’s and Rentokil Initial’s business, including affecting Terminix’s and Rentokil Initial’s relationships with existing and future customers and suppliers, which could have an adverse effect on Terminix’s or Rentokil Initial’s business, results of operations, financial condition and/or prospects, regardless of whether the transaction is completed. Terminix and Rentokil Initial could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, each of Terminix and Rentokil Initial has expended, and continues to expend, significant management resources in an effort to complete the transaction, which are being diverted from Terminix’s and Rentokil Initial’s day-to-day operations.

If the transaction is not completed, Terminix’s and Rentokil Initial’s stock or share prices, as applicable, may fall if and to the extent that the current prices of Terminix common stock and Rentokil Initial ordinary shares reflect a market assumption that the transaction will be completed. In addition, the failure to complete the transaction may result in negative publicity or a negative impression of Terminix and Rentokil Initial in the investment community and may affect Terminix’s and Rentokil Initial’s relationship with employees, customers, suppliers and other partners in the business community.

Terminix and Rentokil Initial will incur substantial transaction fees and costs in connection with the transaction.

Terminix and Rentokil Initial have incurred and expect to incur additional material non-recurring expenses in connection with the transaction and completion of the transactions contemplated by the merger

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agreement, including costs relating to obtaining required approvals and in change in control payments. Terminix and Rentokil Initial have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of Terminix and Rentokil Initial after completion of the transaction. Even if the transaction is not completed, Terminix and Rentokil Initial will need to pay certain costs relating to the transaction incurred prior to the date the transaction was abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition.

In addition to its own fees and expenses, in the event the Terminix stockholders do not approve the matters required to be voted upon, and as a result the merger agreement is terminated, Terminix may be required to pay by way of compensation an amount equal to $50 million to Rentokil Initial. In addition to its own fees and expenses, in the event the Rentokil Initial shareholders do not approve the matters required to be voted upon, and therefore the merger agreement is terminated, Rentokil Initial may be required to pay by way of compensation an amount equal to $50 million to Terminix. Terminix may also be required to pay Rentokil Initial by way of compensation a termination payment of $200 million if the merger agreement is terminated under the circumstances specified in the merger agreement, and Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million if the merger agreement is terminated under the circumstances specified in the merger agreement. For more information, see the section entitled “The Merger Agreement — Termination Payments and Expenses” beginning on page 161.

The transaction may not be accretive, and may be dilutive, to Rentokil Initial’s earnings per share, which may negatively affect the market price of Rentokil Initial ordinary shares and the implied value of the Rentokil Initial ADSs following the transaction.

In connection with the completion of the transaction, Rentokil Initial expects to issue approximately 643 million new Rentokil Initial ordinary shares, in the form of Rentokil Initial ADSs, and certain Terminix equity awards are required to be converted into equity awards of Rentokil Initial pursuant to the merger agreement. The issuance of new Rentokil Initial ordinary shares, in the form of Rentokil Initial ADSs, could have the effect of depressing the market price of Rentokil Initial ordinary shares.

Rentokil Initial currently projects that the transaction will result in a number of benefits, including increased scale and an enlarged platform for profitable growth, and that it will ultimately be accretive to Rentokil Initial’s earnings per share. This projection is based on preliminary estimates that may materially change. Future events and conditions could reduce or delay the accretion that is currently projected or result in the transaction being dilutive to Rentokil Initial’s earnings per share, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the transaction. Any dilution of, reduction in or delay of any accretion to, Rentokil Initial’s earnings per share could cause the price of Rentokil Initial ordinary shares and the implied value of the Rentokil Initial ADSs to decline or grow at a reduced rate.

The unaudited pro forma condensed combined financial information of Terminix and Rentokil Initial is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the transaction.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Rentokil Initial and Terminix, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the transaction. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the transaction. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the transaction. Accordingly, the historical and pro forma financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Terminix and Rentokil Initial operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following completion

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of the transaction. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties that may be encountered by recently combined companies.

In preparing the pro forma financial information contained in this proxy statement/prospectus, Rentokil Initial has given effect to, among other items, the completion of the transaction, the payment of the merger consideration and the indebtedness of Rentokil Initial on a consolidated basis after giving effect to the transaction, including the indebtedness of Terminix. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Terminix and Rentokil Initial in connection with the transaction. For more information, see the section of this proxy statement/prospectus entitled “Rentokil Initial Unaudited Pro Forma Combined Financial Information,” including the notes thereto, beginning on page 164.

Rentokil Initial or Terminix may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.

Certain conditions to Rentokil Initial and Terminix’s obligations, respectively, to complete the transaction may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement by either Rentokil Initial or Terminix. In the event that any such waiver does not require resolicitation of Rentokil Initial’s shareholders or Terminix’s stockholders or the amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards (as applicable), the parties will have the discretion to complete the transaction without seeking further approval of Rentokil Initial shareholders or Terminix stockholders, as applicable.

The opinion of Terminix’s financial advisor rendered to Terminix’s Board of Directors does not reflect changes in circumstances between the signing of the merger agreement and the completion of the transaction.

Terminix’s board of directors has received an opinion from Lazard dated December 13, 2021 to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in Lazard’s written opinion, the merger consideration to be received in the transaction by holders of Terminix common stock was fair, from a financial point of view, to such holders, but has not obtained an updated opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Rentokil Initial or Terminix, general market and economic conditions and other factors that may be beyond the control of Rentokil Initial or Terminix, and on which the forecasts and assumptions used by Terminix’s financial advisors in connection with rendering its opinion may have been based, may significantly alter the value of Rentokil Initial or Terminix or the prices of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) or of the shares of Terminix common stock by the time the transaction is completed. The opinion did not speak as of the time the transaction will be completed or as of any date other than the date of such opinion and Terminix’s board of directors does not anticipate asking its financial advisor to update its opinion. The Terminix board of directors’ recommendation that Terminix stockholders vote “FOR” approval of the merger proposal and “FOR” the non-binding compensation advisory proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that Terminix’s board of directors received from its financial advisor, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Opinion of Terminix’s Financial Advisor” beginning on page 89. A copy of the opinion of Lazard Frères & Co. LLC, Terminix’s financial advisor, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety.

While the merger agreement is in effect, Terminix, Rentokil Initial and their respective subsidiaries’ businesses are subject to restrictions on their business activities.

Under the merger agreement, Terminix, Rentokil Initial and their respective subsidiaries have agreed to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course prior to completing the transaction (unless Terminix or Rentokil Initial obtains the other’s consent, as applicable, which is not to be unreasonably withheld, conditioned or delayed), which may restrict Terminix’s and Rentokil Initial’s ability to exercise certain of their respective business strategies. These restrictions may prevent Terminix and Rentokil Initial from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital

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expenditures in excess of certain agreed limits, continuing share repurchase programs, incurring indebtedness or making changes to Terminix’s and Rentokil Initial’s respective businesses prior to the completion of the transaction or termination of the merger agreement, as applicable. These restrictions could have an adverse effect on Terminix’s and Rentokil Initial’s business, financial results, financial condition or share price.

In addition, the merger agreement prohibits Terminix and Rentokil Initial from (i) soliciting, initiating, knowingly facilitating or knowingly encouraging, subject to certain exceptions set forth in the merger agreement, any inquiry or the making or submission of any proposal or offer that constitutes an acquisition proposal (as defined for each party in the merger agreement), (ii) (A) entering into or participating in any discussions or negotiations with any third party, (B) furnishing to any third party any information, or (C) otherwise assisting, participating in, knowingly facilitating or knowingly encouraging any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal, or (iii) approving, recommending or entering into (or publicly or formally proposing to approve, recommend or enter into), any letter of intent or similar document, agreement, commitment or agreement in principle with respect to an acquisition proposal. Terminix may be required to pay Rentokil Initial by way of compensation a termination payment of $200 million if the merger agreement is terminated under the circumstances specified in the merger agreement, and Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million if the merger agreement is terminated under the circumstances specified in the merger agreement.

These provisions may limit Terminix’s ability to pursue offers from third parties that could result in greater value to Terminix stockholders than the merger consideration. The termination payment may also discourage third parties from pursuing an alternative acquisition proposal with respect to Terminix.

The termination of the merger agreement could negatively impact Terminix.

If the transaction is not completed for any reason, including as a result of Terminix stockholders failing to approve the merger proposal, the ongoing businesses of Terminix may be adversely affected and, without realizing any of the anticipated benefits of having completed the transaction, Terminix would be subject to a number of risks, including the following:

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Terminix may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the transaction will be completed);

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Terminix may experience negative reactions from the investment community, its customers, suppliers, distributors, regulators and employees and other partners in the business community;

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Terminix may be required to pay certain costs relating to the transaction, whether or not the transaction is completed; and

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matters relating to the transaction will have required substantial commitments of time and resources by Terminix management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Terminix had the transaction not been contemplated.

If the merger agreement is terminated and the Terminix board of directors seeks another merger, business combination or other transaction, Terminix stockholders cannot be certain that Terminix will find a party willing to offer equivalent or more attractive consideration than the merger consideration Terminix stockholders would receive from Rentokil Initial in the transaction. If the merger agreement is terminated under the circumstances specified in the merger agreement, Terminix may be required to pay Rentokil Initial by way of compensation a termination payment of $200 million or a no vote reimbursement of $50 million, depending on the circumstances surrounding the termination. If the merger agreement is terminated under the circumstances specified in the merger agreement, Rentokil Initial may be required to pay Terminix by way of compensation a termination payment of $150 million or a no vote reimbursement of $50 million, depending on the circumstance surrounding the termination. If a no vote reimbursement is paid by Terminix or Rentokil Initial and the Terminix termination payment or Rentokil Initial termination payment subsequently becomes due, then the amount of the Terminix or Rentokil Initial termination payment, as applicable, will be reduced by the amount of no vote reimbursement expenses previously paid.

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See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination payment and the no vote reimbursement may be payable by Terminix or Rentokil Initial, as applicable.

Directors and executive officers of Terminix have interests in the transaction that may differ from the interests of Terminix stockholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

In considering the recommendation of the Terminix board of directors, you should be aware that Terminix’s directors and executive officers may have interests in the transaction that are different from, or in addition to, those of Terminix stockholders generally. These interests may include, among others, the treatment of outstanding Terminix equity awards pursuant to the merger agreement, the payment of severance benefits and acceleration of outstanding Terminix equity awards upon certain terminations of employment, and the combined company’s agreement to indemnify Terminix directors and executive officers against certain claims and liabilities. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105.

Except in specified circumstances, if the transaction is not completed by December 31, 2022, subject to extension in specified circumstances by either Terminix or Rentokil Initial, either Terminix or Rentokil Initial may choose not to proceed with the transaction.

Either Terminix or Rentokil Initial may terminate the merger agreement if the transaction has not been completed by December 31, 2022. However, this right to terminate the merger agreement will not be available to Terminix or Rentokil Initial if such party’s material breach of any of its obligations under the merger agreement has been the proximate cause of or resulted in the failure of the transaction to be completed on or before such time. The end date may be extended by Terminix or Rentokil Initial to March 13, 2023 if, at the time of any such extension, the antitrust-related conditions are not satisfied but all other closing conditions (other than conditions that by their terms can only be satisfied at the closing if such conditions are reasonably capable of being satisfied on such date) have been satisfied or waived. For more information, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160.

Following the closing, there may be less publicly available information concerning Rentokil Initial than there is for issuers that are not foreign private issuers because, as a foreign private issuer, Rentokil Initial would be exempt from a number of rules under the U.S. Exchange Act and would be permitted to file less information with the SEC than issuers that are not foreign private issuers and Rentokil Initial, as a foreign private issuer, would be permitted to follow home country practice in lieu of the listing requirements of NYSE, subject to certain exceptions.

As a foreign private issuer under the U.S. Exchange Act, Rentokil Initial would be exempt from certain rules under the U.S. Exchange Act, and would not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, Rentokil Initial would be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act. The members of the Rentokil Initial management board, officers and principal shareholders would be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Accordingly, following the closing, there may be less publicly available information concerning Rentokil Initial than there is for companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by Rentokil Initial in accordance with English law, which may differ in substance or timing from such disclosure requirements under the U.S. Exchange Act.

Further, as a foreign private issuer, Rentokil Initial would be subject to less stringent corporate governance requirements under the NYSE rules. Subject to certain exceptions, the rules of the NYSE

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permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of the NYSE, including, for example, certain internal controls as well as certain board, committee and director independence requirements. Rentokil Initial would be required to disclose any significant way in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE listing standings in its annual report on Form 20-F filed with the SEC or on its website. Accordingly, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements.

Rentokil Initial is organized under the laws of England and Wales and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against Rentokil Initial or Rentokil Initial’s officers and members of the Rentokil Initial board of directors.

Rentokil Initial is organized under the laws of England and Wales. A substantial portion of Rentokil Initial’s assets are located outside the United States, and many of Rentokil Initial’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon Rentokil Initial and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against Rentokil Initial or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against Rentokil Initial or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.

There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in England, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in England.

Resales of Rentokil Initial ADSs following the transaction may cause the market value of Rentokil Initial ADSs to decline.

Rentokil Initial expects that it will issue up to approximately 643 million Rentokil Initial ordinary shares at the first effective time in connection with the transaction. The issuance of these new Rentokil Initial ordinary shares and the new Rentokil Initial ADSs by which those Rentokil Initial ordinary shares are represented, and the sale of Rentokil Initial ADSs from time to time (and Rentokil Initial ordinary shares represented thereby) could have the effect of depressing the market value for Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) as a consequence of the transaction. The increase in the number of Rentokil Initial ADSs may lead to sales of such Rentokil Initial ADSs or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Rentokil Initial ADSs.

An active trading market for Rentokil Initial ADSs may not develop, which would adversely affect the liquidity and price of Rentokil Initial ADSs.

The existing Rentokil Initial ADSs are not listed on any U.S. stock exchange. Following the closing, an active trading market for the Rentokil Initial ADSs may never develop or, if developed, it may not be sustained. If an active public market for Rentokil Initial ADSs does not develop, the market price and liquidity of Rentokil Initial ADSs may be adversely affected. Rentokil Initial shareholders may be unable to sell their Rentokil Initial ADSs unless a market can be established and sustained.

The Rentokil Initial ADSs and Rentokil Initial ordinary shares have different rights from the shares of Terminix common stock.

Certain of the rights associated with Terminix common stock are different from the rights associated with Rentokil Initial ordinary shares. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Rentokil Initial Shareholders and Terminix Stockholders” beginning on page 211 for a discussion of the different rights associated with Rentokil Initial ordinary shares and Terminix common stock. In addition, holders of Rentokil Initial ADSs will be able to exercise the shareholder rights for Rentokil Initial

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ordinary shares represented by such Rentokil Initial ADSs through the depositary bank, only to the extent contemplated by the deposit agreement. For more information, see the section of this proxy statement/prospectus entitled “Description of Rentokil Initial American Depositary Shares” beginning on page 202.

In particular, the laws of England and Wales, the jurisdiction in which Rentokil Initial is incorporated, limit the circumstances under which shareholders of a company may bring derivative actions on behalf of that company. In most cases, only the corporation may be the claimant or plaintiff for the purposes of maintaining proceedings in respect of any wrongful act committed against it and the permission of the court is required to maintain any derivative action, which is able to be brought by shareholders. In addition, the laws of England and Wales do not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S. corporation. English law also requires that shareholders approve certain capital structure decisions (including the allotment and issuance of shares, the exclusion of preemptive rights and share repurchases), which may limit Rentokil Initial’s flexibility to manage its capital structure.

In addition, only registered holders of Rentokil Initial ordinary shares are afforded the rights of shareholders under English law and the Rentokil Initial articles of association. Because the depositary bank holds Rentokil Initial ordinary shares represented by Rentokil Initial ADSs through a custodian which is a participant in the CREST securities settlement system (“CREST”), and CREST or its nominee is the registered holder of Rentokil Initial ordinary shares represented by Rentokil Initial ADSs, the holders of Rentokil Initial ADSs must rely on the depositary bank to exercise the rights of a shareholder via its custodian and CREST.

Holders of Rentokil Initial ADSs are entitled to present Rentokil Initial ADSs to the depositary bank for cancellation and withdraw the corresponding number of underlying Rentokil Initial ordinary shares, but would be responsible for fees relating to such exchange. Fees and charges are also payable by Rentokil Initial ADS holders in relation to certain other depositary services.

Current Rentokil Initial shareholders and Terminix stockholders who receive Rentokil Initial ADSs in the transaction will have a reduced ownership and voting interest after the transaction.

Upon completion of the transaction, Rentokil Initial expects to issue approximately 129 million Rentokil Initial ADSs to Terminix stockholders pursuant to the merger agreement. As a result, it is expected that, immediately after completion of the transaction, former Terminix stockholders who receive Rentokil Initial ADSs in the transaction will own approximately 25.7% of the outstanding Rentokil Initial ordinary shares. In addition, Rentokil Initial ordinary shares may be issued from time to time following the first effective time to holders of Terminix equity awards on the terms set forth in the merger agreement. See the sections of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction,” “The Merger Agreement — Treatment of Terminix Equity Awards” and “The Merger Agreement — Treatment of Terminix Employee Stock Purchase Plan” beginning on pages 105, 139 and 140, respectively, for a more detailed explanation.

Terminix is, and Rentokil Initial may become, the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.

As at the date of this proxy statement/prospectus, three securities stockholder derivative lawsuits have been brought against Terminix and its board of directors and one draft complaint has been sent to Terminix. Such lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed. Given the early stage of the existing proceedings, it is impossible to predict the outcome or estimate possible loss or range of loss.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from holders of Rentokil Initial ADSs or Rentokil Initial ordinary shares, customers, suppliers, consumers and other third parties due to the

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combination of Rentokil Initial’s business and Terminix’s business following the transaction. For information regarding such litigation, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Litigation Related to the Transaction” beginning on page 114. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

The transaction may affect the application of new or existing tax rules to the combined company, which could result in a material impact on the combined company’s cash tax liabilities and tax charges.

Changes in tax regimes, such as those that have been proposed by the current administration in the United States that include raising the corporate tax rate and raising the tax rate on global intangible low-taxed income, could result in a material impact on the cash tax liabilities and tax charges of the combined company. The Rentokil Initial group will have a greater presence in the United States following the acquisition of Terminix than the existing Rentokil Initial group, which means that changes to tax rules in the United States could have a more significant impact. Such an impact could also arise from changes in the application of existing tax rules, including UK tax rules, to the Rentokil Initial group as a result of the transaction. In either case, this could result in a reduction in financial results depending upon the nature of the change.

Prior to the completion of the transaction, Rentokil Initial and Terminix (and with effect from the completion of the transaction, the combined company) may have difficulty attracting, motivating and retaining executives and other employees in light of the transaction.

Rentokil Initial’s success after the transaction will depend in part on its ability to retain key executives and other employees. Uncertainty about the effect of the transaction on Rentokil Initial and Terminix employees may have an adverse effect on each of Rentokil Initial and Terminix and consequently on the combined company. This uncertainty may impair, prior to the completion of the transaction, Rentokil Initial’s and/or Terminix’s, and following the completion of the transaction, the combined company’s, ability to attract, retain and motivate personnel. Employee retention may be particularly challenging during the pendency of the transaction, as employees of Rentokil Initial and Terminix may experience uncertainty about their future roles in the combined company.

Additionally, Terminix’s officers and employees may hold shares of Terminix common stock and/or certain equity awards, and, if the transaction is completed, these officers and employees may be entitled to the merger consideration in respect of such shares of Terminix common stock and/or certain equity awards. Under agreements between Terminix and certain of its employees, such employees could potentially resign from employment on or after the first effective time that could result in severance payments to such employees and accelerated vesting of their equity awards. These payments and accelerated vesting benefits, individually or in the aggregate, could make retention of Terminix employees more difficult.

Furthermore, if employees of Rentokil Initial or Terminix depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, Rentokil Initial may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. As a result, the combined company’s ability to realize the anticipated benefits of the transaction may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain employees to the same extent that Terminix has been able to attract or retain employees in the past.

The merger agreement contains provisions that make it more difficult for Rentokil Initial and Terminix to pursue alternatives to the transaction and may discourage other companies from trying to acquire Terminix for greater consideration than Rentokil Initial has agreed to pay.

The merger agreement contains provisions that make it more difficult for Terminix to sell its business to a party other than Rentokil Initial, or for Rentokil Initial to pursue alternatives to the transaction. These provisions include a general prohibition on each party soliciting any acquisition proposal. Further, there are only limited exceptions to each party’s agreement that its board of directors will not withdraw or modify in a manner adverse to the other party the recommendation of its board of directors in favor of the adoption of the merger agreement. In the event that either the Terminix board of directors or the Rentokil

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Initial board of directors make an adverse recommendation change, then Terminix and Rentokil Initial may be required to pay to the other party by way of compensation a termination payment of $200 million and $150 million, respectively. See “The Merger Agreement — No Solicitation” and “The Merger Agreement — Termination Payments and Expenses” beginning on pages 150 and 161, respectively, of this proxy statement/prospectus.

The parties believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either Terminix or Rentokil Initial from considering or proposing an acquisition proposal, even if that party were prepared to pay consideration with a higher per-share value than the currently proposed merger consideration, in the case of Terminix, or that party were prepared to enter into an agreement that may be favorable to Rentokil Initial or its shareholders, in the case of Rentokil Initial. Furthermore, the termination payments described above may result in a potential competing acquirer proposing to pay a lower per-share price to acquire the applicable party than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable by such party in certain circumstances.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” were based on assumptions of, and information available to, Terminix’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Terminix’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The financial estimates set forth in the forecasts included under the section “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Terminix does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The prospective financial information included in this document has been prepared by, and is the responsibility of, Terminix management. No accounting firm has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information included under the section “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” and, accordingly, no accounting firm expresses an opinion or any other form of assurance with respect thereto.

The Deloitte & Touche LLP, KPMG LLP and PricewaterhouseCoopers LLP reports included in or incorporated by reference in this document relate to the previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

See the section of this proxy statement/prospectus “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 100.

Exchange rate fluctuations may adversely affect the foreign currency value of Rentokil Initial ADSs and any dividends.

Rentokil Initial ordinary shares are quoted in pounds sterling on the LSE and Rentokil Initial ADSs will be quoted in U.S. dollars on the NYSE. Dividends to be paid to holders of Rentokil Initial ADSs in respect of Rentokil Initial ordinary shares, if any, will be paid in U.S. dollars in accordance with the deposit agreement. Rentokil Initial’s financial statements included in this proxy statement/prospectus and filed with the SEC in the future will be prepared in pounds sterling. Fluctuations in the exchange rate between

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the U.S. dollar and pounds sterling may affect, among other matters, the value of the Rentokil Initial ADSs and of any dividends in respect thereof.

Risks Related to Terminix’s Business

You should read and consider the risk factors specific to Terminix’s business that will also affect the combined company after completion of the transaction. These risks are described in Item 1A of Terminix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328 for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to Rentokil Initial’s Business

Risks Relating to Business Strategies and Operations

If Rentokil Initial is unsuccessful in integrating acquisitions (including the transaction) or if its disposals result in unexpected costs or liabilities, its business could be materially and adversely affected.

Rentokil Initial has a strategy that includes growth by acquisition, for example it acquired 52 new businesses in 2021. M&A activity is a core part of Rentokil Initial’s strategy to extend its geographic footprint and to improve its market share in existing locations, and Rentokil Initial may continue to pursue strategic transactions in the future, which could involve acquisitions or disposals of businesses or assets. There are a number of risks to the successful integration of acquired businesses. These risks include the possibility that management may be distracted from regular business concerns by the need to integrate operations and that unforeseen difficulties can arise in integrating operations and systems and retaining and assimilating the employees. In addition, even where a diligent review of the businesses and/or properties acquired in connection with such acquisitions is performed in accordance with industry norms, such reviews may be incomplete and not necessarily reveal all existing or potential problems, including actual or contingent liabilities, or permit a full assessment of the deficiencies associated with the businesses or properties. Any acquisition that Rentokil Initial makes may not provide it with the benefits that were anticipated when entering into such acquisition. If Rentokil Initial fails to (i) successfully integrate acquisitions into its existing organizational structures; (ii) deliver the revenue and profit targets; or (iii) deliver any expected synergy benefits such as cost savings, the acquired business may not achieve the expected financial and operational benefits which could lead to potential adverse short-term or long-term effects on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. There is a risk that the transaction and integration of Rentokil Initial and Terminix may consume management time and resources, making the execution of M&A activity in furtherance of the combined company’s strategy more difficult to execute.

In addition, Rentokil Initial has sold a number of its businesses in the past and expects to continue to dispose of businesses from time to time if consistent with its strategy. Furthermore, under business sale contracts, Rentokil Initial may provide warranties and indemnities to purchasers. Accordingly, Rentokil Initial may make provisions in its consolidated financial statements for potential liabilities and costs relating to a disposed business. Rentokil Initial may also make provision in its financial statements for amounts to cover legal or regulatory claims which are known to be outstanding at the time of sale or which may subsequently become apparent. There can be no assurance that such provisions will be sufficient to cover potential liabilities and consequently disposals of Rentokil Initial’s businesses may have a material adverse effect on its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may experience difficulties integrating, streamlining and optimizing its IT systems, processes and technologies.

Rentokil Initial has invested in, and expects to continue to invest in, a wide range of new systems, processes and technologies intended to improve many aspects of its business. These systems, processes and technologies impact customers, suppliers, employees and others, including new systems that integrate, streamline and enhance legacy operating IT systems. These activities have required, and may continue to

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require, significant investment of human and financial resources. Rentokil Initial may experience significant delays, increased costs and other difficulties as a consequence of significant disruption or deficiency in implementing such systems, processes and technologies, which could adversely affect Rentokil Initial’s ability to process work orders, send invoices and track and collect payments, fulfill contractual obligations or otherwise operate its business. In addition, Rentokil Initial’s efforts to centralize various business processes within its organization in connection with this implementation may disrupt operations and negatively impact Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. Rentokil Initial may also experience difficulties, costs or delays in migrating acquired businesses to its systems, processes and technologies.

Rentokil Initial depends on a suitably skilled and qualified labor force to maintain the business.

Rentokil Initial’s ability to maintain its customer service and execute its business strategy depends on its ability to attract and retain a suitably skilled and qualified labor force. There can be no assurance that Rentokil Initial will be able to recruit, train and retain such a labor force in sufficient numbers or of sufficient quality, or that pressure to recruit will not lead to a significant increase in employee costs. In markets where overall employment rates are high, and/or its business is growing quickly either organically or through acquisitions, Rentokil Initial may have difficulties attracting, training and retaining operational personnel of suitable capability. In addition, changes in the global job market (including those caused or accelerated by the COVID-19 pandemic) may cause (or continue to cause) difficulty in recruiting, training and retaining a suitably skilled and qualified labor force. As a result, Rentokil Initial could experience difficulty in responding to customer calls in a timely fashion or delivering its services in a high-quality or timely manner, and could be forced to increase wages to attract, train and retain colleagues, which would result in higher operating costs and reduced profitability. Any of these factors may have a material adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Moreover, some of Rentokil Initial’s colleagues are members of local trade unions and similar organizations. Industrial action in key operations could result in diminished customer service levels or higher costs and, if prolonged, could damage Rentokil Initial’s reputation and ability to retain existing customers or acquire new customers. Although Rentokil Initial believes that all of Rentokil Initial’s operations have good relations with their colleagues and the trade unions that represent those colleagues (where applicable), there can be no assurance that work stoppages or other labor-related developments (including the introduction of new labor regulations in countries where Rentokil Initial operates) will not adversely affect its business, reputation, results of operations, financial condition and/or prospects. In addition, potential competition from key colleagues who leave Rentokil Initial could impact its ability to maintain its market share in certain geographic areas.

Rentokil Initial depends on key personnel to lead Rentokil Initial’s business.

Rentokil Initial’s continued success will largely depend on its ability to attract, retain and develop a high caliber of talent and on the efforts and abilities of its executive officers and certain other key colleagues. As Rentokil Initial continues to grow its business, make acquisitions, expand its geographic scope and offer new products and services, Rentokil Initial needs the organizational talent necessary to ensure effective succession for executive officer and key colleague roles in order to meet the growth, development and profitability goals of its business. Rentokil Initial’s operations could be materially and adversely affected if for any reason Rentokil Initial was unable to attract, retain or develop such officers or key colleagues and successfully execute organizational change and management transitions at leadership levels.

ESG matters, including those related to climate change and sustainability, may have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Increased focus and activism related to ESG matters may hinder Rentokil Initial’s access to capital, as investors may reconsider their capital investment as a result of their assessment of Rentokil Initial’s ESG practices. Customers, consumers, investors and other stakeholders are increasingly focusing on ESG issues, including climate change, water use, deforestation, plastic waste, human and animal health and welfare, chemical usage and other concerns. Changing customer preferences are resulting in, and may continue to

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result in, increased demands regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of Rentokil Initial’s products and their impact on human and animal health and environmental sustainability; a growing demand for natural, organic or non-toxic products and ingredients; or increased customer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain products. Certain animal welfare advocacy groups may raise concerns regarding products such as glue boards or snap traps perceived to have animal cruelty issues. These demands, perceptions and preferences could cause Rentokil Initial to incur additional costs or to make changes to its operations to comply with such demands and customer preferences, and a delay in Rentokil Initial’s response (or the failure to respond effectively) may lead to adverse effects to its business, results of operations and financial condition, and recruitment and retention of the labor force that it needs.

Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, may result in increased compliance costs or input costs of energy and raw materials, which may cause disruptions in the manufacture of Rentokil Initial’s products or an increase in operating costs, and these costs could have a material adverse effect on Rentokil Initial’s results of operations and cash flows. Any failure to achieve its ESG goals or a perception (whether or not valid) of its failure to act responsibly with respect to ESG issues or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation could adversely affect Rentokil Initial’s business, reputation, results of operation, financial condition and/or prospects. In addition, Rentokil Initial may also be adversely impacted as a result of conduct by contactors, customers or suppliers that fail to meet Rentokil Initial’s or its stakeholders’ ESG standards.

Inflationary pressures, such as increases in wages, fuel prices and other operating costs, could adversely impact Rentokil Initial’s business, results of operations, financial condition and/or prospects.

Rentokil Initial’s financial performance may be adversely affected by sudden or material increases in the level of its operating costs and expenses, which may be subject to inflationary pressures, and it may not be able to pass these increases on fully, or in a timely manner, to customers. For example, fuel prices are subject to market volatility, and Rentokil Initial’s fleet has been negatively impacted by significant increases in fuel prices in the past and could be negatively impacted in the future. In addition, Rentokil Initial continues to monitor any adverse impact that the ongoing conflict in Ukraine and the subsequent institution and extension of sanctions against various Russian organizations, companies and individuals may have on the global economy in general and on Rentokil Initial’s business operations, although Rentokil Initial has no direct operations in Russia or the Ukraine. Such events have increased fuel prices, and a prolonged conflict may have further negative consequences such as increased inflation and transportation costs. Fuel price increases have also caused increases in the cost of chemicals and other materials used in Rentokil Initial’s business. Increases in fuel, and other costs, have not negatively affected Rentokil Initial’s results of operations as of June 30, 2022, as Rentokil Initial has been able to pass along such increases to customers in the form of increased prices. However, Rentokil Initial cannot predict the extent to which it may experience future cost increases. To the extent such costs increase further, Rentokil Initial may be prevented, in whole or in part, from passing these cost increases on to its existing and prospective customers, which could have a material adverse impact on Rentokil Initial’s results of operations, financial condition and/or prospects.

Supply chain issues may result in product shortages or disruptions to Rentokil Initial’s business.

Rentokil Initial has a complex global network of suppliers that has recently expanded to meet increased customer demand and may, in the future, further evolve in response to market conditions. Although the majority of the products used by Rentokil Initial are generally available from multiple sources, and alternatives have been generally available in the event of disruption in the past, Rentokil Initial could experience material disruptions in production and other supply chain issues (including as a result of current global supply issues affecting microchips and printed circuit boards), which could result in out-of-stock conditions, and its results of operations and relationships with customers could be adversely affected (a) if new or existing suppliers are unable to meet any standards set by Rentokil Initial, government or industry regulations or customers, (b) if Rentokil Initial is unable to contract with suppliers at the quantity, quality and price

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levels needed for its business, or (c) if any of Rentokil Initial’s key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress.

Rentokil Initial’s inability to fully or substantially meet customer demand due to supply chain issues could result in, among other things, unmet consumer demand leading to reduced preference for Rentokil Initial’s products or services in the future, customers purchasing products and services from competitors as a result of such shortage of products, strained customer relationships, termination of customer contracts, additional competition and new entrants into the market, and loss of potential sales and revenue, which could adversely affect Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Weakening general economic conditions, including rising unemployment or decreased consumer confidence or spending levels, especially as they may affect demand from Rentokil Initial’s customers, may adversely impact its business, results of operations, financial condition and/or prospects.

Ongoing volatility in the global economic environment has led to, and may continue to lead to, economic challenges such as low gross domestic product growth in regional and national economies, high volatility in commodity prices and exchange rates and efforts made by governments to increase the minimum wage across markets, as well as wide variations in local market prices and cost inflation across the globe. This may be exacerbated by economic uncertainty caused by geopolitical events, political instability and civil unrest in some local markets, catastrophic business events, including the continuation and/or broadening of the conflict in the Ukraine and the impact of the COVID-19 pandemic. Further economic slowdown in the markets in which Rentokil Initial operates may lead to a reduction in the level of demand from its customers for existing and new services. Low-growth economies with inherent cost inflation may make it difficult for Rentokil Initial to maintain profitability if it has weak pricing power in those markets, in particular, if there are strong competitive pressures. Furthermore, adverse economic conditions may lead to an increased number of customers not renewing contracts or seeking to reduce prices leading to a reduction in profit margins and cash flows or being unable to pay for existing or additional services leading to an increase in bad debts. Any of these events could have a material adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may not successfully implement its business strategies, including achieving its growth objectives.

Rentokil Initial may not be able to fully implement its business strategies or realize, in whole or in part within the expected time frames, the anticipated benefits of various growth or other initiatives. Rentokil Initial’s ability to implement its business strategy may be adversely affected by factors that Rentokil Initial cannot currently foresee, such as unanticipated costs and expenses, technological change, severe economic downturn (including as a result of the impact of the COVID-19 pandemic and/or the conflict in Ukraine), the level of interest rates, foreign exchange risks, failure to integrate acquisitions, a decline in the effectiveness of Rentokil Initial’s marketing (including digital marketing) activities or disruptions in the supply chain. All of these factors may necessitate changes to Rentokil Initial’s business strategy or adversely affect its business, reputation, results of operations, financial condition and/or prospects.

In addition, Rentokil Initial will incur certain costs to achieve efficiency improvements, systems implementations and growth in Rentokil Initial’s business, and Rentokil Initial may not meet anticipated implementation timetables or stay within budgeted costs. As these efficiency improvements, system implementations and growth initiatives are implemented, Rentokil Initial may not fully achieve expected cost savings and efficiency improvements, system implementations or growth rates, or these initiatives could adversely impact customer retention or its operations. Also, Rentokil Initial’s business strategies may change in light of its ability to implement new business initiatives, competitive pressures, economic uncertainties or developments or other factors.

Rentokil Initial’s continued growth depends on its ability to retain existing customers and attract new customers.

Rentokil Initial’s ability to grow is dependent on its ability to retain existing customers and attract new customers. There can be no assurance that Rentokil Initial’s strategy of using new technology and improved sales techniques to attract profitable new clients, up-selling and cross-selling to existing clients and focusing on retaining profitable business when renewing existing consumer contracts will be successful. Moreover,

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failure to maintain customer service, client management and sales capability, failure to adapt to local business and consumer needs and/or failure to win and retain profitable customers in the face of competition from competitors with lower costs or which are willing to accept lower margins may have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition and/or prospects. Rentokil Initial must be sufficiently agile to develop and deliver products and services that meet local market needs. If Rentokil Initial is not able to adapt to local business and consumer needs, its existing customers may choose not to renew contracts, reduce the use of Rentokil Initial’s services across their operations or seek reductions in prices.

Rentokil Initial must continue to develop products and services that meet the needs and expectations of its customer base, including to ensure the continued efficacy of its products in the target pest population. Furthermore, as technological developments disrupt the markets in which Rentokil Initial operates and changes service offerings across its industries, Rentokil Initial may need to develop new products and services. In the future, products and services may interact with each other in new ways and offer new capabilities to consumers, such as systems that are networked and able to be monitored in real time. Rentokil Initial’s competitors may be earlier to embrace these new technological developments that are disruptive to the market or to develop more effective products, and a delay in Rentokil Initial’s response may lead to adverse effects to its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial’s industries are highly competitive.

Rentokil Initial competes with a wide variety of competitors of varying sizes and faces competition in many of the markets in which it operates. The growing presence of multinational competitors may increase the cost of acquisitions and/or drive down prices, impacting Rentokil Initial’s profitability. Furthermore, the increased presence of facilities management companies in the markets in which Rentokil Initial operates may also drive down prices and adversely impact the quality of relationships with end customers. The principal methods of competition in Rentokil Initial’s business include quality and speed of customer service, brand awareness and reputation, effective use of technology and systems, customer satisfaction, fairness of contract terms (including price and promotions), professional sales forces and referrals. Rentokil Initial may be unable to compete successfully against current or future competitors, and the competitive pressures that Rentokil Initial faces may result in reduced market share, reduced pricing or an adverse impact on its reputation, business, results of operations and financial condition.

Cybersecurity breaches, attacks and other similar incidents, as well as disruptions or failures in Rentokil Initial’s IT systems or data security procedures and those of its third-party service providers, could expose Rentokil Initial to liability, limit its ability to effectively monitor, operate and control operations and adversely impact its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial’s business is dependent on effective IT systems and data security procedures. Rentokil Initial and its third-party service providers may be subject to significant system or network disruptions from numerous causes, including cybersecurity breaches, attacks or other similar incidents, facility access issues, new system implementations, human error, fraud, theft, fire, power loss, telecommunications failure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive code, social engineering, denial-of-service attacks, and other cyberattacks have become more prevalent and sophisticated in recent years. Because the techniques used by computer hackers and others to access or sabotage networks and computer systems constantly evolve and generally are not recognized until launched against a target, Rentokil Initial and its third-party service providers may be unable to anticipate, detect, react to, counter or mitigate against all of these techniques or remediate any resulting incident. Cybersecurity risk has increased due to increased online and remote activity (a trend accelerated by the COVID-19 pandemic) and Rentokil Initial experienced a notable increase in the number and seriousness of cyberattacks, including repeated distributed denial of service attacks and attempted ransomware incidents in countries such as Brazil and Italy. The attacks were detected and prevented before they were able to have a material impact on the business, but it is possible that future cyberattacks could avoid detection or prevention and have such a material impact.

Any IT system disruptions or breaches may lead to unauthorized release of data and inefficient business operations, including poor supply chain management, and have a negative impact on customer

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service, resulting in a loss of customers, which could have a material adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate or remediate any cybersecurity vulnerabilities, breaches, attacks or other similar incidents. Any cybersecurity incident, attack or other similar incident, or its failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such event, could harm Rentokil Initial’s competitive position, result in violations of applicable data privacy or cybersecurity laws or regulations, result in a loss of customer confidence in the adequacy of threat mitigation and detection processes and procedures, cause disruption to business activities, divert management attention and other resources or otherwise adversely affect the internal operations and reputation of Rentokil Initial, degrade financial results, cause it to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject it to additional regulatory scrutiny and expose Rentokil Initial to civil litigation, fines, damages or injunctions. With respect to cybersecurity-related legal claims and regulatory scrutiny, Rentokil Initial also may incur additional costs related to the diverse set of laws, rules and regulations to which it is subject across multiple jurisdictions. See also “Risk Factors — Risks Related to Rentokil Initial’s Business — Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on its business.”

Extraordinary events may significantly impact Rentokil Initial’s business if it is unable to ensure business continuity due to a material incident.

The ability to service customers without interruption is essential to Rentokil Initial’s operations. Contingency plans are required to continue or recover operations following a disruption or incident. Such incidents may include (a) the loss or insolvency of a major distributor, (b) repeated or prolonged government shutdowns or similar events, (c) war (including acts of terrorism or hostilities which impact Rentokil Initial’s markets), (d) natural or man-made disasters, (e) water shortages, (f) cybersecurity, IT or privacy-related incidents or (g) severe weather conditions affecting Rentokil Initial’s operations or the food service, hospitality and travel industries may have a material adverse effect on Rentokil Initial’s business. Inability to restore or replace critical capacity to an agreed level within an agreed time frame would prolong the impact of such disruption or incident and could lead to, among other things, negative publicity and reputational damage and could severely affect Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial has independent, third-party distributors, the loss of which could have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. Government shutdowns can have a material adverse effect on operations or cash flows by disrupting or delaying new product launches, renewals of registrations for existing products and receipt of import or export licenses for raw materials or products.

War (including acts of terrorism or hostilities), natural or man-made disasters, water shortages or severe weather conditions affecting the food service, hospitality, travel and other industries can cause a downturn in the business of Rentokil Initial’s customers, which in turn can have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition or prospects. Hurricanes or other severe weather events impacting the local markets could materially and adversely affect Rentokil Initial’s ability to obtain raw materials at reasonable cost, or at all, and could adversely affect Rentokil Initial’s business. The health and safety of Rentokil Initial’s colleagues in local markets could be harmed by the detrimental effects of natural and man-made disasters, which could have a material adverse effect on its business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial may not be able to adequately protect its intellectual property and other proprietary rights that are material to its business.

Rentokil Initial’s ability to compete effectively depends in part on its ability to obtain, maintain, protect, defend and enforce its intellectual property and other proprietary rights, including the service marks, trademarks, trade names and other intellectual property rights Rentokil Initial owns or licenses,

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particularly its brand names, including Rentokil, Initial, Ambius, Steritech, JC Ehrlich, Presto-X, Western Exterminator, Florida Pest Control, Eradico, Cannon, Sanitact, Ultraprotect, PestConnect, HygieneConnect, Entotherm, Calmic, Turf Fuel, Lumnia, Luminos, SOLitude, Batzner, Medentex, OnBrand360, Peter Cox, Environmental Pest Service, Pestfree365, Activap, Prokill, Micronclean and Microfresh. Rentokil Initial has not sought to register or protect all of its intellectual property, including its trademarks, either in the UK, U.S. or in every jurisdiction in which they are or may be used. Furthermore, because of the differences in foreign trademark, patent and other intellectual property laws, Rentokil Initial may not receive the same protection in other countries as it would in the UK or the U.S.

If Rentokil Initial is unable to protect its intellectual property and other proprietary rights, including brand names, it could cause a material adverse impact on its business, reputation, results of operations, financial condition and/or prospects. Litigation may be necessary to enforce Rentokil Initial’s intellectual property rights and protect its proprietary information, or to defend against claims by third parties that its products, services or activities infringe their intellectual property rights.

Rentokil Initial relies on third parties, including third-party vendors for business process outsourcing initiatives, investment counterparties, and franchisees. Any termination or disruption of such relationships or counterparty default or litigation could have a material adverse effect on its business.

Rentokil Initial’s strategy to increase profitability, in part, by reducing its costs of operations, and to mitigate and manage its exposure to financial risk, includes the implementation of certain business process outsourcing initiatives and entry into arrangements with investment counterparties, including lenders, insurers and derivative counterparties. As such, Rentokil Initial is exposed to counterparty risk. Any disruption, termination or substandard performance of these outsourced services, including possible breaches by third-party vendors of their agreements with Rentokil Initial, or the failure of counterparties to discharge all or part of their obligations (including, for example, due to the deterioration of a counterparty’s actual or perceived creditworthiness) could adversely affect Rentokil Initial’s reputation, customer and colleague relationships, results of operations and financial condition. Also, to the extent a third-party outsourcing provider or counterparty relationship is terminated, there is a risk of disputes or litigation and that Rentokil Initial may not be able to enter into a similar agreement with an alternate provider in a timely manner or on terms that Rentokil Initial considers favorable, and even if Rentokil Initial finds an alternate provider, or chooses to insource such services or activities, there are significant risks associated with such transition.

In addition, to the extent Rentokil Initial decides to terminate outsourcing services and insource such services, there is a risk that Rentokil Initial may not have the capabilities to perform these services internally, resulting in a disruption to Rentokil Initial’s business, which could adversely impact its business, reputation, results of operations, financial condition and/or prospects. Rentokil Initial could incur costs, including personnel and equipment costs, to insource previously outsourced services like these, and these costs could adversely affect its results of operations and cash flows.

Third-party distributors, subcontractors, vendors and franchisees are independent third parties that Rentokil Initial does not control, and who own, operate and oversee the daily operations of their businesses. If third party distributors, subcontractors, vendors and franchisees do not successfully operate their businesses in a manner consistent with required laws, standards and regulations, Rentokil Initial could be subject to claims from regulators or legal claims for the actions or omissions of such third-party distributors, subcontractors, vendors and franchisees. In addition, Rentokil Initial’s relationship with third-party distributors, subcontractors, vendors and franchisees could become strained (including resulting in litigation) and these strains in relationships or claims could have a material adverse impact on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on Rentokil Initial’s business and reputation.

Rentokil Initial is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and is therefore not required to evaluate the effectiveness of its internal control over financial reporting. However, following its U.S. listing and SEC registration, beginning as of the year ended December 31, 2023, Rentokil Initial will be required to

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evaluate the effectiveness of its internal control over financial reporting and its independent auditor will be required to audit management's assessment of the effectiveness of its internal control over financial reporting.

While Rentokil Initial has yet to design and establish an internal control over financial reporting framework for the purposes of the effectiveness evaluation described above, Rentokil Initial has undertaken a preliminary assessment of its controls in connection with the preparation of the registration statement, of which this prospectus forms a part. In addition, during the preparation of its 2021 financial statements, Rentokil Initial identified errors to its 2020 and 2019 financial statements which resulted in restatements of those periods. As a result of both the preliminary assessment and the restatements, Rentokil Initial identified the following material weaknesses in its internal control over financial reporting:

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a lack of sufficient resources with the appropriate level of technical accounting knowledge, particularly for non-routine transactions, combined with incomplete policies and procedures related to the segregation of duties and control activities required for accurate and timely financial accounting, reporting, and disclosures in accordance with the financial reporting requirements set forth by the SEC; and

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a failure to design and maintain effective IT controls over user access, change management, database management and segregation of duties for information systems that are relevant to the preparation of its financial statements.

Though Rentokil Initial has started to design remediation measures in respect of these material weaknesses, it has not yet implemented or tested the effectiveness of the remediation measures. Moreover, Rentokil Initial cannot be certain that it will not identify other material weaknesses in its internal control over financial reporting as it designs, implements and tests its internal control over financial reporting framework in anticipation of its initial effectiveness evaluation. Moreover, when Rentokil Initial evaluates the effectiveness of its internal control over financial reporting in connection with its annual report for the year ended December 31, 2023, there can be no guarantee that Rentokil Initial or its independent auditor will not identify other material weaknesses in its internal control over financial reporting.

If Rentokil Initial fails to achieve and maintain effective internal control over financial reporting, it could suffer material misstatements in its consolidated financial statements, fail to meet its reporting obligations or fail to prevent fraud, which may cause investors to lose confidence in its reported financial information and subject Rentokil Initial to potential delisting from the stock exchange, regulatory investigations and civil or criminal sanctions.

Rentokil Initial may be required to recognize impairment charges or be subject to asset revaluations or downgrades.

Rentokil Initial has significant amounts of goodwill and intangible assets, such as customer lists. In accordance with applicable accounting standards, goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment by applying a fair-value based test annually, or more frequently if there are indicators of impairment, including:

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observable indications that the asset’s value has declined significantly more than would be expected as a result of the passage of time or normal use;

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significant changes with an adverse effect on the entity that have taken place, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates, or in the market to which an asset is dedicated;

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market interest rates or other market rates of return on investments have increased, and those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially;

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the carrying amount of the net assets of the entity is more than its market capitalization;

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evidence that there is obsolescence or physical damage of the asset;

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significant changes with an adverse effect on the entity that have taken, or are expected to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be

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used. These changes include the asset becoming idle, plans to discontinue or restructure the operation to which an asset belongs, plans to dispose of an asset before the previously expected date, and reassessing the useful life of an asset as finite rather than indefinite; and

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indication that the economic performance of an asset is, or will be, worse than expected.

Based upon future economic and financial market conditions, the operating performance of Rentokil Initial and other factors, including those listed above, Rentokil Initial may incur impairment charges in the future, including in relation to the transaction in respect of goodwill created and the value at which assets were recognized at completion. It is possible that such impairment, if required, could be material. Any future impairment charges that Rentokil Initial is required to record could have a material adverse impact on its business, results of operations, financial condition and/or prospects.

Risks Relating to Legal and Compliance Matters

Government regulations and enforcement, and potential litigation, could have an adverse effect on Rentokil Initial’s financial results.

As a global company, Rentokil Initial is subject to many laws and governmental regulations across all of the countries in which it conducts business, including laws and regulations involving marketing, antitrust, anti-bribery or anti-corruption, consumer protection, product liability, environmental, health and safety, intellectual property, data privacy or other matters, as well as potential litigation or administrative actions.

If Rentokil Initial is unable to comply with all laws and regulations, it could negatively impact its reputation and business results. Rentokil Initial cannot provide assurance that its internal control policies and procedures, and ethics and compliance program will always protect it from acts committed by Rentokil Initial’s colleagues or agents. While it is Rentokil Initial’s policy and practice to comply with all legal and regulatory requirements applicable to its business, a finding that Rentokil Initial is in violation of, or out of compliance with, applicable laws or regulations could subject it to civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, any of which could adversely affect Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects. Even if a claim is unsuccessful, is without merit or is not fully pursued, the negative publicity surrounding such assertions regarding Rentokil Initial’s products, processes or business practices could adversely affect Rentokil Initial’s reputation and brand image.

In addition, new or revised laws or regulations may alter the environment in which Rentokil Initial does business, which could adversely impact its financial results. For example, new legislation or regulations may result in increased costs to Rentokil Initial, directly for its compliance, or indirectly to the extent suppliers increase prices of goods and services because of increased compliance costs, excise taxes or the reduced availability of raw materials.

Following completion of the transaction, approximately 60% of the combined company’s total revenues is expected to come from North America and therefore the combined company may face increased exposure to potential future claims or litigation given the more litigious nature of the U.S. market, including increased exposure to injunctive relief or damages granted by courts in respect of such claims, and regardless of the outcome of any litigation or claims, the combined company may incur additional costs in defending against such claims following completion of the transaction. An unfavorable outcome or settlement in any litigation may have an adverse effect on the combined company’s business, reputation, results of operations financial condition and/or prospects.

Termite damage claims and lawsuits related thereto could increase Rentokil Initial’s legal expenses and may adversely impact its business, reputation, results of operations, financial condition and/or prospects.

Following consummation of the transaction, Rentokil Initial’s business may become subject to a significant number of damage claims related to termite activity in homes/commercial premises, often accompanied by a termite damage warranty/guarantee. Currently Terminix is subject to a significant number of damage claims related to its termite control services and termite damage warranties/guarantees. Damage claims may include circumstances when a customer notifies Rentokil Initial that they have experienced

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damage and Rentokil Initial reaches an agreement to remediate that damage (a “Non-litigated Claim”); and circumstances when a customer directly initiates litigation or arbitration proceedings or when Rentokil Initial does not reach an agreement with a customer to remediate the damage and that customer initiates litigation or arbitration proceedings (a “Litigated Claim”). Some plaintiffs bringing Litigated Claims may seek to demonstrate a pattern and practice of fraud in connection with Litigated Claims and may seek awards, in addition to repair costs, which include punitive damages and damages for mental anguish. Rentokil Initial intends to defend these Litigated Claims vigorously, and Rentokil Initial intends to take decisive actions to mitigate increasing claims costs; however, Rentokil Initial cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can it give assurance that lawsuits or other proceedings related to termite damage claims will not materially affect its business, reputation, results of operations, financial condition and/or prospects.

In April 2021, the State of Mississippi brought litigation against Terminix related to its termite inspection and treatment practices (the “Mississippi Litigation”). Terminix disputes the claims made in the Mississippi Litigation and intends to defend the matter vigorously. However, given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for success on the merits, it is not possible to predict with certainty the outcome of the Mississippi Litigation. The combined company intends to defend the Litigated Claims, including the Mississippi Litigation, vigorously, and intends to take action to mitigate increasing claims costs; however, Rentokil Initial cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can it give assurance that lawsuits or other proceedings related to termite damage claims will not materially affect its business, reputation, results of operations, financial condition and/or prospects.

Following the completion of the transaction, the combined company’s business may also become subject to state regulator claims related to trade practices, including termite renewal pricing, inspection and treatment practices (a “Regulator Claim”). Terminix has been subject to such claims in the past and has entered into settlements, for example with the Office of the Attorney General of the State of Alabama (the “AL AG”) and other Alabama state regulators. The combined company intends to defend any Regulator Claims and intends to take action to mitigate claims costs; however, Rentokil Initial cannot give assurance that these mitigating actions will be effective in reducing claims or costs related thereto, nor can it give assurance that lawsuits or other proceedings related to trade practices will not materially affect its business, reputation, results of operations, financial condition and/or prospects.

Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

The pest control industry is subject to various laws and regulations regarding environmental and health and safety matters. Among other things, these laws regulate the emission or discharge of materials into the environment, the use, storage, treatment, disposal, transportation and management of hazardous substances and wastes, the impact of chemicals (including fumigant gases), as well as pesticide and biocide products, on human health and safety and the environment, and the protection of the health and safety of its colleagues and the public.

These laws also impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances, including releases by former sites or by prior owners or operators of sites Rentokil Initial currently owns or operates. These laws and regulations can result in costs associated with transporting and managing hazardous materials and waste disposal and plant site clean-up, fines, penalties, orders requiring corrective action or suspending or otherwise impacting Rentokil Initial’s operations or other sanctions if it is found to be in violation of law, as well as modifications, disruptions or discontinuation of certain operations or types of operations including product recalls and reformulations. Changes in such laws and regulations, including among others, air, water, chemical and product regulations, could impact the sales of some of Rentokil Initial’s products or services. In addition to an increase in costs of manufacturing and delivering products, a change in production regulations or product regulations could result in interruptions to Rentokil Initial’s business and potentially cause economic or consequential losses should it be unable to meet the demands of its customers for products.

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Products used by Rentokil Initial containing pesticides generally must be registered with the relevant governmental agencies or authorities before they can be sold or applied. The failure to obtain, or the cancellation of, any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on Rentokil Initial’s business, the severity of which would depend on the products involved, whether other products could be substituted and whether competitors were similarly affected. The pesticides Rentokil Initial uses are manufactured by independent third parties and are evaluated by the relevant governmental authorities or agencies as part of its ongoing exposure risk assessment. Any of these authorities or agencies may decide that a pesticide Rentokil Initial uses will be limited or will not be re-registered for use in the relevant jurisdiction. Rentokil Initial plc cannot predict the outcome or the severity of the effect of any particular authority’s or agency’s continuing evaluations. In addition, the use of certain pesticide products is regulated by various international, national, federal, state, provincial and local environmental and public health agencies and bodies. Some of Rentokil Initial’s products may also become subject to bans or restrictions due to animal cruelty concerns. Given Rentokil Initial’s dispersed locations, distributed operations and numerous colleagues and franchise associates, it may be unable to prevent violations of these or other laws and regulations or misuse of products by colleagues or others from occurring. Even if Rentokil Initial is able to comply with all such laws and regulations and obtain all necessary registrations and licenses, the pesticides or other products Rentokil Initial applies or uses, or the manner in which it applies or uses them, could be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. The laws and regulations may also apply to third-party vendors who are hired to repair or remediate property and who may fail to comply with environmental laws, health and safety laws and regulations and subject Rentokil Initial to risk of legal exposure. The costs of compliance, non-compliance, investigation, remediation, combating reputational harm or defending civil or criminal proceedings, products liability, personal injury or other lawsuits could have a material adverse impact on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

International, national, federal, state, provincial and local agencies and bodies regulate the disposal, handling and storage of waste, discharges from Rentokil Initial’s facilities and the investigation and clean-up of contaminated sites. Rentokil Initial could incur significant costs, including investigation and clean-up costs, fines, penalties and civil or criminal sanctions and claims by third parties for property damage and personal injury, as a result of violations of, or liabilities under, such laws and regulations enforced by these agencies and bodies. Liability under laws and regulations can be imposed on a joint and several basis and without regard to fault or the legality of the underlying conduct. In addition, potentially significant expenditures could be required to comply with environmental, health and safety laws and regulations, including requirements that may be adopted or imposed in the future.

A violation of health and safety or environmental laws or regulations relating to Rentokil Initial’s operations or a failure to comply with the instructions of relevant health and safety authorities, environmental agencies or internal policies could lead to, among other things, personal injury, negative publicity and reputational damage, fines, costly compliance procedures, litigation and withdrawal of licenses to operate. Such violations could, therefore, have an adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on its business.

Rentokil Initial is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Ensuring that its collection, use, transfer, storage and other processing of personal information complies with such requirements can increase operating costs, impact the development of new products or services, and reduce operational efficiency.

Internationally, virtually every jurisdiction in which Rentokil Initial operates has established its own data privacy and security legal framework with which it must comply. The cost of compliance, and the potential for fines and penalties for non-compliance, with data privacy and security laws and regulations may have a significant adverse effect on Rentokil Initial’s business, reputation, results of operations, financial condition and/or prospects.

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If Rentokil Initial is otherwise unable to transfer personal data between and among countries and regions in which it operates, it could affect the manner in which Rentokil Initial provides its services, the geographical location or segregation of its relevant systems and operations, and could adversely affect its financial results. In addition, such procedures and controls, which Rentokil Initial operates to comply with relevant data privacy and security requirements in the jurisdictions it operates, may not be effective in ensuring compliance or preventing unauthorized transfers of personal data.

While Rentokil Initial strives to publish and prominently display privacy policies that are accurate, comprehensive and compliant with applicable laws, rules, regulations and industry standards, it cannot ensure that its privacy policies and other statements regarding its practices will be sufficient to protect it from claims, proceedings, liability or adverse publicity relating to data privacy and security. Although Rentokil Initial endeavors to comply with its privacy policies, Rentokil Initial may at times fail to do so or be alleged to have failed to do so. If its public statements about its use, collection, disclosure and other processing of personal information, whether made through its privacy policies, information provided on its website, press statements or otherwise, are alleged to be deceptive, unfair or misrepresentative of its actual practices, Rentokil Initial may be subject to potential government or legal investigation or action.

Rentokil Initial’s compliance efforts are further complicated by the fact that data privacy and security laws, rules, regulations and standards around the world are rapidly evolving, may be subject to uncertain or inconsistent interpretations and enforcement, and may conflict among various jurisdictions. Any failure or perceived failure by Rentokil Initial to comply with its privacy policies, or applicable data privacy and security laws, rules, regulations, standards or contractual obligations, or a security breach that leads to theft or other unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, including customer, colleague, supplier or Rentokil Initial’s proprietary, sensitive or confidential data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against it, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could lead to significant reputational damage, distract management and technical personnel, increase its costs of doing business, adversely affect the demand for its products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes Rentokil Initial pays and its profitability.

Rentokil Initial operates across many different tax jurisdictions and is subject to periodic tax audits which sometimes challenge the basis on which local tax has been calculated and/or withheld. Successful challenges by local tax authorities may have an adverse impact on profitability and cash flow. Unanticipated non-compliance with relevant tax legislation and/or reporting requirements may result in material unprovided tax charges relating to prior years which could have a material adverse effect on Rentokil Initial’s financial condition and/or prospects.

The completion of the transaction will result in Rentokil Initial becoming subject to U.S. regulations which differ from the regulations to which Rentokil Initial is currently subject. Current and future U.S. regulations could have an adverse effect on the results of operations, business and financial position of Rentokil Initial following completion of the transaction.

Following the completion of the transaction, as a result of the registration of Rentokil Initial ADSs with the SEC, it is expected that Rentokil Initial will be subject to U.S. securities laws, including the Sarbanes-Oxley Act. These regulations are different from the regulations to which Rentokil Initial is currently subject and therefore pose an increased compliance burden on Rentokil Initial and, particularly where supplemented by new regulations, could lead to higher costs and greater complexity, and potential reputational damage, regulatory sanctions or fines in connection with breach. Following the completion of the transaction, the combined company could face increased exposure to other U.S. federal, state and local laws and regulations (including tax laws), including the U.S. Foreign Corrupt Practices Act of 1977, with respect to Rentokil Initial’s worldwide activities, as a result of its increased presence in the U.S. The enactment

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of unduly onerous and restrictive regulation may adversely affect Rentokil Initial’s share price and could have a material adverse effect on the results of operations, business and/or financial condition of Rentokil Initial.

As a “foreign private issuer”, Rentokil Initial plc would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and governance requirements of the NYSE that apply to a U.S. domestic issuer. It is possible that Rentokil Initial could lose foreign private issuer status in the future. The determination of foreign private issuer status is made annually on the last business day of an issuer’s second fiscal quarter. As such, Rentokil Initial will re-assess its status as a foreign private issuer as of the last business day of the second fiscal quarter of 2023. Rentokil Initial would lose foreign private issuer status if more than 50% of its common shares are directly or indirectly held by residents of the United States and it fails to meet the additional requirements necessary to maintain its foreign private issuer status. These additional requirements relate to the citizenship and residency of its directors and officers, the location of its assets and whether its business is principally administered in the United States. If Rentokil Initial ceases to be a foreign private issuer, it will be required to comply with reporting, disclosure, compliance and governance requirements that are applicable to U.S. domestic issuers. This could result in significant additional legal, accounting and other expenses, as well as increased demands on management’s time.

Risks Relating to Financing

Adverse credit and financial market events and conditions could, among other things, impede access to or increase the cost of financing, which could have a material adverse impact on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

Disruptions in credit or financial markets could make it more difficult for Rentokil Initial to obtain, or increase its cost of obtaining, financing for its operations or investments or to refinance its indebtedness, or cause lenders to depart from prior credit industry practice and not give technical or other waivers under applicable agreements governing such indebtedness to the extent Rentokil Initial may seek them in the future, thereby causing it to be in default. There is no assurance that Rentokil Initial will be able to refinance or extend the maturity of its indebtedness on favorable terms, or at all. Any inability to refinance Rentokil Initial’s indebtedness on favorable terms could have a material adverse effect on its business, results of operations, financial condition and/or prospects.

The agreements and instruments governing Rentokil Initial’s indebtedness contain restrictions and limitations that could impact Rentokil Initial’s ability to operate its business.

As of June 30, 2022, Rentokil Initial had aggregate outstanding indebtedness of approximately £3.8 billion. The agreement governing Rentokil Initial’s revolving credit facility maturing February 2027, which is expected to increase to US$1 billion at closing (the “RCF”), the Bridge and Term Facilities Agreement and the New Senior Notes contain undertakings that, collectively, among other things, restrict Rentokil Initial’s ability to: (a) transfer or sell assets by way of a Class 1 transaction (as such term is defined in the FCA’s Listing Rules); (b) create security over its assets in excess of a certain amount; (c) issue debt instruments at subsidiary level in excess of a certain amount; and (d) issue trade instruments in excess of a certain amount.

Rentokil Initial’s ability to comply with the undertakings and restrictions contained in each of the agreements governing the RCF, the Bridge and Term Facilities Agreement, the New Senior Notes and the instruments governing its other indebtedness may be affected by economic, financial and industry conditions beyond its control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders or noteholders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, Rentokil Initial may be unable to borrow under the RCF and/or any such other facility and may not be able to repay the amounts due under such facility or its other outstanding indebtedness. This could have materially adverse consequences to Rentokil Initial’s (and with effect from completion of the transaction, the combined company’s) business, reputation, results of operations, financial condition and/or prospects and could cause it to become bankrupt or insolvent.

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A lowering or withdrawal of the ratings, outlook or watch assigned to its debt securities by rating agencies may increase Rentokil Initial’s future borrowing costs and reduce its access to capital.

Rentokil Initial’s indebtedness has primarily investment grade ratings, and any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to Rentokil Initial’s business. Any future lowering of its ratings, outlook or watch likely would make it more difficult or more expensive for Rentokil Initial to obtain debt financing.

The additional indebtedness that Rentokil Initial will incur in connection with the completion of the transaction could adversely affect the combined company’s financial position, including by decreasing Rentokil Initial’s, and with effect from the consummation of the transaction, the combined company’s, business flexibility and result in a decline in the combined company’s credit rating.

Following the consummation of the transaction, the combined company will have increased borrowings compared to Rentokil Initial’s historic level of borrowings. Rentokil Initial’s consolidated borrowings were approximately £3.8 billion (US$4.7 billion converted at the £:$ exchange rate on June 30, 2022) as of June 30, 2022.

Rentokil Initial may incur up to US$2.7 billion of additional debt in connection with the completion of the transaction, of which approximately US$2 billion (as of the date of this proxy statement/prospectus) has been incurred. For further information, see the section of this proxy statement/prospectus entitled “The Merger Proposal — The Rentokil Initial Debt Financing” beginning on page 119. This increased level of borrowing could have the effect, among other things, of reducing the combined company’s flexibility to respond to changing business and economic conditions and will have the effect of increasing the combined company’s interest expenses. In addition, the amount of cash required to service the combined company’s increased borrowing levels and increased aggregate dividends following consummation of the transaction and thus the demands on the combined company’s cash resources will be greater than the amount of cash flows required to service Rentokil Initial’s borrowings and pay dividends prior to the transaction. The increased levels of borrowings and any dividends following consummation of the transaction could also reduce funds available for the combined company’s investments in M&A, research and development, capital expenditures and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels.

Rentokil Initial’s credit rating impacts the cost and availability of future borrowings and, accordingly, Rentokil Initial’s cost of capital. Rentokil Initial’s credit rating reflects each credit rating organization’s opinion of Rentokil Initial’s financial and business strength, operating performance and ability to meet its debt obligations. Although Rentokil Initial’s credit rating was reaffirmed by S&P Global Ratings (“S&P”) as BBB following the announcement of the transaction, if Rentokil Initial’s (and with effect from the consummation of the transaction, the combined company’s) credit rating declines, Rentokil Initial (and with effect from the consummation of the transaction, the combined company) may not be able to sell additional debt securities, borrow money, refinance the transaction facilities (if drawn) or establish alternatives to the transaction facilities in the amounts or at the times or interest rates contemplated thereby (or at all), or upon more favorable terms and conditions that might be available if Rentokil Initial’s current credit rating is maintained.

The cost of certain of Rentokil Initial’s existing indebtedness will also increase in the event that Rentokil Initial’s credit rating is sub-investment grade. In addition, future borrowings under circumstances in which the combined company’s debt is rated below investment grade may contain further restrictions that impose significant restrictions on the way the combined company operates following the transaction.

An increase in interest rates would increase the cost of servicing Rentokil Initial’s debt and could adversely impact its business, results of operations, financial condition and/or prospects.

Facility B will bear interest at a floating rate. As a result, to the extent Rentokil Initial has not hedged against rising interest rates, an increase in the applicable benchmark interest rates would increase the cost of servicing the debt in the future and could materially and adversely affect Rentokil Initial’s results of operations, financial condition, liquidity and cash flows. In addition, if Rentokil Initial refinances its indebtedness and interest rates increase between the time an existing financing arrangement was consummated and the time such financing arrangement is refinanced, the cost of servicing debt would increase, which could have a material adverse effect on Rentokil Initial’s business, results of operations, financial condition and/or prospects.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements as that term is defined in Section 27A of the U.S. Securities Act, and Section 21E of the U.S. Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements can sometimes be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives of these terms, but not all forward-looking statements include such identifying words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Rentokil Initial and Terminix can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include:

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a condition to the closing of the transaction may not be satisfied;

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the occurrence of any event that can give rise to termination of the transaction;

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Rentokil Initial may be unable to achieve the synergies and value creation contemplated by the transaction;

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Rentokil Initial may be unable to promptly and effectively integrate Terminix’s businesses;

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management’s time and attention may be diverted on transaction related issues;

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disruption from the transaction may make it more difficult to maintain business, contractual and operational relationships;

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the credit ratings of Rentokil Initial may decline following the transaction;

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legal proceedings may be instituted against Terminix or Rentokil Initial;

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Terminix or Rentokil Initial may be unable to retain or hire key personnel;

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the announcement or the consummation of the proposed acquisition may have a negative effect on the market price of the capital stock of Terminix or Rentokil Initial or on Terminix’s or Rentokil Initial’s operating results;

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evolving legal, regulatory and tax regimes;

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changes in economic, financial, political and regulatory conditions, in the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, such as natural and man-made disasters, civil unrest, pandemics (e.g., the COVID-19 (coronavirus) pandemic), the ongoing conflict in Ukraine and subsequent institution and extension of sanctions against various Russian organisations, companies and individuals, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent U.S. or UK administration;

•

the ability of Rentokil Initial or Terminix to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, conflict (e.g., the Ukraine conflict), pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 (coronavirus) pandemic;

•

the impact of public health crises, such as pandemics (including the COVID-19 (coronavirus) pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies;

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actions by third parties, including government agencies;

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•

the risk that disruptions from the transaction will harm Rentokil Initial’s or Terminix’s business, including current plans and operations;

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certain restrictions during the pendency of the acquisition that may impact Rentokil Initial’s or Terminix’s ability to pursue certain business opportunities or strategic transactions;

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Rentokil Initial’s or Terminix’s ability to meet expectations regarding the accounting and tax treatments of the transaction;

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risks relating to Rentokil Initial becoming subject to, and complying with, U.S. regulations, which are different from the regulations to which Rentokil Initial is currently subject;

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the ability of Rentokil Initial, as a foreign private issuer, to file less information with the SEC than issuers that are not foreign private issuers;

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the possibility that holders of Rentokil Initial ADSs in the U.S. may not be able to enforce civil liabilities against Rentokil Initial, Rentokil Initial officers and members of the Rentokil Initial board of directors;

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limited recourse for holders of Rentokil Initial ADSs if Rentokil Initial or the depositary bank fails to meet its obligations under the deposit agreement;

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fluctuations in currency exchange rates;

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the risks and uncertainties discussed in the “Risks and Uncertainties” section in Rentokil Initial’s reports available on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism; and

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the risks and uncertainties discussed in the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections in Terminix’s reports filed with the SEC.

These risks, as well as other risks associated with the transaction, are more fully discussed in this proxy statement/prospectus and will be more fully discussed in Rentokil Initial’s combined prospectus and shareholder circular. While the list of factors presented here is, and the list of factors to be presented in Rentokil Initial’s combined prospectus and shareholder circular will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Rentokil Initial and Terminix caution you not to place undue reliance on any forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, Rentokil Initial’s or Terminix’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Rentokil Initial and Terminix operate, may differ materially from those made in or suggested by the forward-looking statements contained in this proxy statement/prospectus. Except as required by law, neither Rentokil Initial nor Terminix assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof.

For additional information about factors that could cause Rentokil Initial’s and Terminix’s results to differ materially from those described in the forward-looking statements, please see the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 37 as well as in the reports that Terminix has filed with the SEC described in the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

All written or oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Rentokil Initial, Terminix or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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COMPARATIVE PER SHARE MARKET PRICE

Rentokil Initial ordinary shares are traded on the LSE under the trading symbol “RTO.” Terminix common stock is listed on the NYSE under the trading symbol “TMX.”

The following table sets forth the closing prices for Rentokil Initial ordinary shares and Terminix common stock on the LSE and the NYSE, respectively, as of December 13, 2021, the last trading day of Rentokil Initial ordinary shares and Terminix common stock prior to Rentokil Initial’s and Terminix’s announcement of their entry into the merger agreement. The table also shows the implied value of the merger consideration for each share of Terminix common stock as of the same date, calculated as the sum of (i) $11.00, the per share cash amount and (ii) the product of (w) 1.0619, the exchange ratio, (x) 5, the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS, (y) Rentokil Initial’s five-day average daily volume weighted share price and (z) the five-day average of the Sterling-U.S. Dollar exchange rate, in the case of (y) and (z), over the period spanning December 6, 2021 to December 10, 2021, inclusive.

			Rentokil Initial Ordinary Shares						Terminix Common Stock						Implied Per Share Value of Merger Consideration
December 13, 2021				£	6.24					$	37.41					$	55.00

The market prices of Rentokil Initial ordinary shares and shares of Terminix common stock and the Sterling-U.S. Dollar exchange rate have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Terminix special meeting and completion of the transaction, and the market price of Rentokil Initial ordinary shares (and therefore Rentokil Initial ADSs) and the Sterling-U.S. Dollar exchange rate will continue to fluctuate after completion of the transaction. No assurance can be given concerning the market prices of Rentokil Initial ordinary shares and shares of Terminix common stock and the Sterling-U.S. Dollar exchange rate before completion of the transaction or Rentokil Initial ordinary shares (and therefore Rentokil Initial ADSs) and the Sterling-U.S. Dollar exchange rate after completion of the transaction. The exchange ratio and per share cash amount are both fixed in the merger agreement, but the market price of the Rentokil Initial ordinary shares (and therefore the value of the merger consideration when received by Terminix stockholders) upon completion of the transaction could be greater than, less than or the same as shown in the table above. Accordingly, Terminix stockholders are advised to obtain current market quotations for Rentokil Initial ordinary shares and shares of Terminix common stock when considering whether to vote for adoption of the merger agreement.

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THE TERMINIX SPECIAL MEETING

This proxy statement/prospectus is being provided to Terminix stockholders in connection with the solicitation of proxies by the Terminix board of directors for use at the Terminix special meeting and at any adjournments or postponements of the Terminix special meeting. Terminix stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

Date, Time and Place of the Terminix Special Meeting

The Terminix special meeting is scheduled to be held virtually via the Internet on October 6, 2022, beginning at 8:30 a.m., Eastern Time, unless postponed to a later date.

Terminix has elected to hold the Terminix special meeting solely by means of remote communication (via the Internet). The Terminix special meeting will be held solely via live webcast and there will not be a physical meeting location. Terminix stockholders will be able to attend the Terminix special meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/TMX2022SM (which we refer to as the “special meeting website”). Terminix stockholders will need the 16-digit control number found on their proxy card in order to access the special meeting website.

Terminix will entertain questions at the Terminix special meeting in accordance with the rules of conduct for the meeting to the extent that the question posed by a stockholder is relevant to the Terminix special meeting and the proposals presented. Any questions or comments that are unrelated to the business of the Terminix special meeting will not be addressed at the meeting.

Matters to Be Considered at the Terminix Special Meeting

The purpose of the Terminix special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:

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Proposal 1: Adoption of the Merger Agreement. To consider and vote on the merger proposal; and

•

Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Certain Merger-Related Compensatory Arrangements with Terminix’s Named Executive Officers. To consider and vote on the compensation proposal.

Recommendation of the Terminix Board of Directors

The Terminix board of directors unanimously recommends that Terminix stockholders vote:

•

Proposal 1: “FOR” the merger proposal; and

•

Proposal 2: “FOR” the compensation proposal.

After careful consideration, the Terminix board of directors unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, are fair to, and in the best interests of, Terminix and its stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the transaction; (3) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Terminix stockholders; and (4) resolved to recommend adoption of the merger agreement by the Terminix stockholders.

See also the section of this proxy statement/prospectus entitled “The Merger Proposal — Recommendation of the Terminix Board of Directors; Terminix’s Reasons for the Transaction” beginning on page 82.

Record Date for the Terminix Special Meeting and Voting Rights

The record date to determine stockholders who are entitled to receive notice of and to vote at the Terminix special meeting or any adjournments or postponements thereof is September 6, 2022. As of the close of business on the record date, there were 121,606,696 shares of Terminix common stock issued and outstanding and entitled to vote at the Terminix special meeting.

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Each Terminix stockholder is entitled to one vote for each share of Terminix common stock such holder owned of record at the close of business on the record date with respect to each matter properly brought before the Terminix special meeting. Only Terminix stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Terminix special meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of Terminix stockholders is necessary to conduct the Terminix special meeting. A quorum is the presence in person (including virtually via the Internet) or by proxy of the holders of record of a majority of the Terminix common stock entitled to vote at the Terminix special meeting. Shares of Terminix common stock represented at the Terminix special meeting by attendance via the special meeting website or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Terminix special meeting are considered “non-routine” matters under the NYSE rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Terminix special meeting. If a quorum is not present at the Terminix special meeting or if there are otherwise not sufficient votes at the time of the Terminix special meeting to approve the merger proposal, the chairman of the Terminix special meeting may adjourn the meeting (for additional information, see the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Adjournments” beginning on page 71).

Under the NYSE rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that, under the NYSE rules, as applicable, are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the Terminix special meeting are considered “non-routine” matters under the NYSE rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the meeting. As a result, Terminix does not expect any broker non-votes at the Terminix special meeting, and if you hold your shares of Terminix common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Terminix special meeting unless they have received voting instructions from the beneficial owners.

Required Votes

The vote required to approve each of the proposals listed below assumes the presence of a quorum at the Terminix special meeting. As described above, Terminix does not expect there to be any broker non-votes at the Terminix special meeting.

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Proposal	Required Vote	Effect of Certain Actions
Proposal 1: Merger Proposal	Approval requires the affirmative vote of at least a majority of the outstanding shares of Terminix common stock entitled to vote on the merger proposal.	Shares of Terminix common stock not present at the Terminix special meeting, shares that are present and not voted on the merger proposal, including due to the failure of any Terminix stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote “AGAINST” the merger proposal.
Proposal 2: Compensation Proposal	Approval requires the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of stock present in person (including virtually via the Internet) or represented by proxy at the Terminix special meeting and entitled to vote on the subject matter in question.	The failure of any shares present or represented at the Terminix special meeting and entitled to vote on the proposal to vote will have the same effect as a vote “AGAINST” the compensation proposal (which is subject to a non-binding advisory vote of Terminix stockholders). A broker non-vote or the failure to return or submit a proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present).

Vote of Terminix’s Directors and Executive Officers

As of August 15, 2022, the latest practicable date prior to the date of this proxy statement/prospectus, Terminix directors and executive officers, and their affiliates, as a group, owned and were entitled to vote less than 1% of the total outstanding shares of Terminix common stock. Although no Terminix director or executive officer has entered into any agreement obligating them to do so, Terminix currently expects that all of its directors and executive officers will vote their shares “FOR” the merger proposal and “FOR” the compensation proposal. See the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in The Transaction” beginning on page 105 and the arrangements described in Part III of Terminix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Terminix’s Definitive Proxy Statement on Schedule 14A for Terminix’s 2022 annual meeting of stockholders filed with the SEC on April 8, 2022, both of which are incorporated into this proxy statement/prospectus by reference.

Methods of Voting

Registered Stockholders

If you are a stockholder of record, you may vote at the Terminix special meeting by proxy through the Internet, by telephone or by mail, or by attending the Terminix special meeting and voting via the special meeting website, as described below.

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By Internet: By visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.

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By Telephone: By calling the number located on the proxy card and following the recorded instructions.

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By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.

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Via the Special Meeting Website: All stockholders of record may vote at the Terminix special meeting by attending the meeting via the special meeting website. Stockholders who plan to attend the Terminix special meeting will need the 16-digit control number included on their proxy card in order to access the special meeting website and to attend and vote thereat.

Unless revoked, all duly executed proxies representing shares of Terminix common stock entitled to vote will be voted at the Terminix special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions with respect to any proposal, then the Terminix officers identified on the proxy will vote your shares consistent with the recommendation of the Terminix board of directors on such proposal. If you are a stockholder of record, proxies submitted over the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on October 5, 2022. To reduce administrative costs and help the environment by conserving natural resources, Terminix asks that you vote through the Internet or by telephone.

By executing and delivering a proxy in connection with the Terminix special meeting, you designate certain Terminix officers identified therein as your proxies at the Terminix special meeting. If you deliver an executed proxy, but do not specify a choice with respect to any proposal properly brought before the Terminix special meeting, such proxies will vote your underlying shares of Terminix common stock on such uninstructed proposal in accordance with the recommendation of the Terminix board of directors. Terminix does not expect that any matter other than the proposals listed above will be brought before the Terminix special meeting and the Terminix bylaws provide that, except as otherwise required by law, the only business that may be conducted at the Terminix special meeting are those proposals brought before the meeting by or at the direction of the Terminix board of directors.

Beneficial (Street Name) Stockholders

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Terminix common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Terminix special meeting; see the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Quorum; Abstentions and Broker Non-Votes” beginning on page 67.

If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to attend and vote at the Terminix special meeting via the special meeting website. For more information on how to attend the Terminix special meeting, see the section of this proxy statement/prospectus entitled “The Terminix Special Meeting — Attending the Terminix Special Meeting” beginning on page 70.

Revocability of Proxies

Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Terminix special meeting. If you are a Terminix stockholder of record, you may revoke your proxy by any of the following actions:

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by voting again via the Internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on October 5, 2022;

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by sending a signed written notice of revocation to Terminix’s Corporate Secretary, provided such statement is received no later than October 5, 2022;

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by submitting a properly signed and dated proxy card with a later date that is received by Terminix no later than the close of business on October 5, 2022; or

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by attending the Terminix special meeting via the special meeting website and requesting that your proxy be revoked or voting via the website as described above.

Only your last submitted proxy card will be considered.

Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the Terminix special meeting and vote thereat.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Terminix Global Holdings, Inc.
150 Peabody Place
Memphis, Tennessee 38103
(901) 597-1400
Attn: Corporate Secretary

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Terminix special meeting via the special meeting website.

Proxy Solicitation Costs

Terminix is soliciting proxies to provide an opportunity to all Terminix stockholders to vote on agenda items at the Terminix special meeting, whether or not the stockholders are able to attend the Terminix special meeting or any adjournment or postponement thereof. Terminix will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Terminix will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Terminix common stock and secure their voting instructions, if necessary. Terminix may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Terminix has engaged Innisfree to assist in the solicitation of proxies for the Terminix special meeting. Terminix estimates that it will pay Innisfree a fee of approximately $25,000, plus reimbursement for certain out-of-pocket fees and expenses. Terminix has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Terminix or by Terminix directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Terminix will not be paid any additional amounts for their services or solicitation in this regard.

Attending the Terminix Special Meeting

If you wish to attend the Terminix special meeting via the special meeting website, you must (1) be a stockholder of record of Terminix at the close of business on September 6, 2022 (the record date for the Terminix special meeting), (2) hold your shares of Terminix beneficially in the name of a broker, bank or other nominee as of the Terminix record date or (3) hold a valid proxy for the Terminix special meeting.

To enter the special meeting website and attend the Terminix special meeting, you will need the 16-digit control number located on your proxy card. If you hold your Terminix shares in street name beneficially through a broker, bank or other nominee and you wish to attend the Terminix special meeting via the special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.

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Even if you plan to attend the Terminix special meeting and vote via the special meeting website, Terminix still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted in the event you later decide not to attend the Terminix special meeting via the special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Terminix special meeting via the special meeting website if you later decide to attend the Terminix special meeting.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Terminix and some brokers “household” proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Terminix that they or Terminix will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares of Terminix common stock are held in a brokerage account, or Terminix if you hold shares of Terminix common stock directly in your name. You may contact Terminix by writing to Corporate Secretary, Terminix Global Holdings, Inc., 150 Peabody Place, Memphis, Tennessee 38103 or by calling (901) 597-1400.

Tabulation of Votes

The Terminix board of directors will appoint an independent inspector of election for the Terminix special meeting. The inspector of election will, among other matters, determine the number of shares of Terminix common stock represented at the Terminix special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Terminix stockholders at the Terminix special meeting.

Adjournments

If a quorum is not present at the Terminix special meeting or if there are otherwise not sufficient votes at the time of the Terminix special meeting to approve the merger proposal, the chairman of the Terminix special meeting may adjourn the meeting, without notice to the Terminix stockholders, if the place, if any, date and time (and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting) are announced at the meeting unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting must be given in accordance with the Terminix bylaws to each Terminix stockholder of record entitled to vote at the adjourned meeting. At any subsequent reconvening of the Terminix special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Terminix special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

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Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the Terminix special meeting, please contact Innisfree, Terminix’s proxy solicitor for the Terminix special meeting:

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll-free: (877) 456-3427
Banks and brokers may call collect: (212) 750-5833

TERMINIX STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE TRANSACTION. IN PARTICULAR, TERMINIX STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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THE MERGER PROPOSAL

This section of the proxy statement/prospectus describes the various aspects of the transaction and related matters. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the transaction. In addition, important business and financial information about each of Terminix and Rentokil Initial is included in or incorporated by reference into this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 328.

This proxy statement/prospectus is being furnished to you as a stockholder of Terminix in connection with the solicitation of proxies by the Terminix board of directors for use at the Terminix special meeting. At the Terminix special meeting, Terminix is asking stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which (1) Merger Sub I will merge with and into Terminix with Terminix surviving the first merger as a wholly owned subsidiary of Bidco, and (2) immediately following the effective time of the first merger, Terminix will merge with and into Merger Sub II with Merger Sub II surviving the second merger as a direct wholly owned subsidiary of Bidco and an indirect wholly owned subsidiary of Rentokil Initial. Upon completion of the transaction, Terminix stockholders (other than holders of certain excluded shares) will be entitled to receive, at the election of the holders of such shares and subject to certain allocation and proration provisions of the merger agreement, either (1) a number of Rentokil Initial ADSs (each representing a beneficial interest in five Rentokil Initial ordinary shares) equal to (A) the exchange ratio plus (B) the quotient of the per share cash amount and the Rentokil Initial ADS price or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price.

The Terminix board of directors, after careful consideration, unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the transaction, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, are fair to and in the best interests of Terminix and its stockholders.

The Terminix board of directors accordingly unanimously recommends that Terminix stockholders vote to adopt the merger agreement. The transaction and a summary of the terms of the merger agreement are described in more detail in this section entitled “The Merger Proposal” beginning on page 73 and the section of this proxy statement/prospectus entitled “The Merger Agreement” beginning on page 131. Terminix stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus.

Approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Terminix common stock entitled to vote on the proposal.

It is a condition to the completion of the transaction that Terminix stockholders approve the merger proposal. Shares of Terminix common stock not present at the Terminix special meeting via the special meeting website or represented by proxy, shares that are present and not voted on the merger proposal, including due to the failure of any Terminix stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the merger proposal, and abstentions will have the same effect as a vote “AGAINST” the merger proposal.

IF YOU ARE A TERMINIX STOCKHOLDER, THE TERMINIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL (PROPOSAL 1)

Transaction Structure

The merger agreement provides that, subject to the terms and conditions of the merger agreement, at the first effective time, (1) Merger Sub I, a direct wholly owned subsidiary of Bidco, will merge with and

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into Terminix, with Terminix surviving as a wholly owned subsidiary of Bidco, and (2) immediately thereafter Terminix will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company in the merger as a direct wholly owned subsidiary of Bidco and therefore an indirect wholly owned subsidiary of Rentokil Initial. The terms and conditions of the transaction are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the transaction are qualified by reference to the merger agreement.

Merger Consideration

At the first effective time, by virtue of the first merger and without any action on the part of the parties to the merger agreement or any Terminix stockholder, each share of Terminix common stock (other than excluded shares) will be automatically converted into the right to receive, at the election of the holders of such shares, but subject to certain proration procedures, either (1) a number of Rentokil Initial ADSs (each representing a beneficial interest in five Rentokil Initial ordinary shares) equal to (A) the exchange ratio plus (B) the quotient of the per share cash amount and the Rentokil Initial ADS price or (2) an amount in cash, without interest, and in U.S. dollars equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price. Any Terminix stockholder who does not make an election will be deemed to have made an election to receive the stock consideration.

The total number of Rentokil Initial ADSs to be issued and the aggregate amount of cash to be paid under the terms of the merger agreement will not vary as a result of individual election preferences. The Rentokil Initial ADSs issued in connection with the transaction will be listed on the NYSE and are expected to trade under the symbol “RTO.” Based on the number of shares of Terminix common stock and Rentokil Initial ordinary shares outstanding on August 31, 2022, immediately after completion of the transaction, we expect that former Terminix stockholders who receive Rentokil Initial ADSs in the transaction would own Rentokil Initial ADSs representing approximately 25.7% of the outstanding ordinary shares of Rentokil Initial, and Rentokil Initial shareholders immediately prior to the transaction would own approximately 74.3% of the outstanding ordinary shares of Rentokil Initial.

The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. For example, as of July 15, 2022 (which date has been selected solely for illustrative purposes), Rentokil Initial’s volume weighted share price was £5.0825 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1855. If such date were the measurement day, the Rentokil Initial ADS price would be $30.13 and, accordingly:

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the per share cash consideration would be an amount in cash equal to $42.99 which is (A) $11.00, the per share cash amount, plus (B) $31.99, the product of 1.0619, the exchange ratio, and $30.13, the Rentokil Initial ADS price as of such date; and

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the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4270 (which have an approximate value as of such date of $42.99) which is (A) 1.0619, the exchange ratio, plus (B) 0.3651, the quotient of $11.00, the per share cash amount, and $30.13, the Rentokil Initial ADS price as of such date.

As a result, as of July 15, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $42.99 per share of Terminix common stock. The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs issued in the transaction equal the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

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The market value of the merger consideration to Terminix stockholders will fluctuate with the market price of Rentokil Initial ordinary shares and will not be known at the time that Terminix stockholders vote on the transaction. Based on Rentokil Initial’s five-day average daily volume weighted share price and the five-day average of the Sterling-U.S. Dollar exchange rate, in each case, over the period spanning December 6, 2021 to December 10, 2021, inclusive, the implied value of the merger consideration to Terminix stockholders was approximately $55.00 per share of Terminix common stock. As described in the prior paragraph, based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of July 15, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $42.99 per share of Terminix common stock. To further demonstrate how the implied value of the merger consideration may fluctuate over time, we note that as of August 31, 2022 (the latest practicable date prior to the date of this proxy statement/prospectus), Rentokil Initial’s volume weighted share price was £5.2331 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1638. If such date were the measurement day, the Rentokil Initial ADS price would be $30.45 and, accordingly:

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the per share cash consideration would be an amount in cash equal to $43.33 which is (A) $11.00, the per share cash amount, plus (B) $32.33, the product of 1.0619, the exchange ratio, and $30.45, the Rentokil Initial ADS price as of such date; and

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the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4231 (which have an approximate value as of such date of $43.33) which is (A) 1.0619, the exchange ratio, plus (B) 0.3612, the quotient of $11.00, the per share cash amount, and $30.45, the Rentokil Initial ADS price as of such date.

As a result, as of August 31, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $43.33 per share of Terminix common stock. The consideration to be paid to Terminix stockholders is subject, pursuant to the terms of the merger agreement, to automatic adjustment and proration in the manner described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132 to ensure that the total amount of cash paid and the total number of Rentokil Initial ADSs issued in the transaction equal the aggregate amount agreed to in the merger agreement. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

The market price of Rentokil Initial ordinary shares and the implied value of the merger consideration, could be greater than, less than or the same as their market price or implied value, as applicable, on the date of this proxy statement/prospectus or the date of the Terminix special meeting. Accordingly, you should obtain current market quotations for Rentokil Initial ordinary shares and Terminix common stock before deciding how to vote with respect to the merger proposal. Rentokil Initial ordinary shares and Terminix common stock are traded on the LSE and the NYSE, under the symbols “RTO” and “TMX,” respectively. The price of Rentokil Initial ordinary shares is reported in pounds sterling.

Proration of the Merger Consideration

Pursuant to the terms of the merger agreement, if the stock consideration is oversubscribed, then each Terminix stockholder that either elected the stock consideration or failed to make a valid cash/stock election will receive a prorated number of Rentokil Initial ADSs and an amount in cash in U.S. dollars (without interest). Such cash amount will be equivalent to the value of the amount of stock consideration payable in excess of the prorated number of Rentokil Initial ADSs, with such stock consideration valued based on the volume weighted average price (in U.S. dollars) of Rentokil Initial ADSs (measured based on the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares underlying each Rentokil Initial ADS) for the measurement day.

Pursuant to the terms of the merger agreement, if the cash consideration is oversubscribed, then each Terminix stockholder that elected the cash consideration will receive a prorated amount in cash (without interest) in U.S. dollars (the “prorated cash amount”) and a number of Rentokil Initial ADSs with a value equivalent to the amount of cash consideration owed in excess of the prorated cash amount. Such Rentokil

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Initial ADSs will be valued based on the volume weighted average price (in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the measurement day.

The calculation of the prorated merger consideration in the event of oversubscription of either the stock consideration or merger consideration is further discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration” beginning on page 132. For detailed illustrations of the potential allocation and proration of the merger consideration, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135.

Cash/Stock Election

At least 20 business days prior to the anticipated closing date, the form of election will be mailed to all record holders of Terminix common stock as of September 6, 2022. The form of election will allow each Terminix stockholder to specify the number of shares of Terminix common stock with respect to which such holder elects to make a cash election or a stock election. The election must be made prior to the election deadline. The election deadline will be 5:00 p.m., New York City time, on the date that is three business days before the closing date. In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022. If the closing date is delayed to a subsequent date, the election deadline will be similarly delayed to a subsequent date, and Rentokil Initial and Terminix will promptly announce any such delay and, when determined, the rescheduled election deadline.

To make a valid election, each record holder of Terminix common stock must submit a properly completed form of election so that it is actually received by the exchange agent at its designated office at or prior to the election deadline. A form of election must be properly completed and signed and accompanied by any additional documents required by the procedures set forth in the form of election. After a valid election as described in this paragraph has been made with respect to shares of Terminix common stock, no further registration of transfers of such shares can be made on the stock transfer books of Terminix, unless and until such election is properly revoked as described below.

Impact of Selling Terminix Common Stock as to Which a Cash/Stock Election Has Already Been Made

Terminix stockholders of record who have made a cash/stock election will be unable to sell or otherwise transfer their shares of Terminix common stock after making such election, unless the cash/stock election is properly revoked before such election deadline in accordance with the election procedures or unless the merger agreement is terminated pursuant to its terms.

Cash/Stock Election Revocation

Any record holder of Terminix common stock who has delivered a duly completed election form to the exchange agent may, at any time prior to the election deadline, revoke such stockholder’s cash/stock election by written notice received by the exchange agent prior to the election deadline. Terminix stockholders will not be entitled to revoke their cash/stock election following the election deadline, unless the merger agreement is thereafter terminated. As a result, Terminix stockholders who have made a cash/stock election will be unable to revoke such election or sell their shares of Terminix common stock during the period between the election deadline and the date of completion of the transaction or termination of the merger agreement.

Non-Electing Holders

Terminix stockholders who do not make a cash/stock election, whose election forms are not received by the exchange agent by the election deadline, or whose cash/stock election was not otherwise properly made in the determination of the exchange agent (or in the reasonable determination of Rentokil Initial, if the exchange agent declines to make such determination), in each case, are deemed to have elected to receive the stock consideration with respect to such holder’s shares of Terminix common stock.

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Neither Rentokil Initial nor Terminix is making any recommendation as to whether Terminix stockholders should elect the cash consideration or stock consideration. You must make your own decision with respect to such election.

Background of the Transaction

As part of Terminix’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Terminix board of directors and senior management periodically review, consider and assess Terminix’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. These reviews have included, among other matters, the consideration of potential opportunities for business combinations, acquisitions, divestitures and other financial and strategic alternatives. Management also prepares a five-year strategy plan in the ordinary course (the “Terminix strategy plan”) to facilitate these reviews, which is periodically updated and reviewed with the Terminix board of directors, that reflects management’s financial and business outlook for Terminix over a five-year period.

In February and March of 2018, with the authorization of the Terminix board of directors and the assistance of Terminix’s financial advisors, including Lazard, and its outside counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), representatives of Terminix reached out to and met with representatives of Rentokil Initial on two separate occasions to discuss the possibility of a merger transaction between the parties, to be followed by a spin-off of the American Home Shield business to shareholders of both Terminix and Rentokil Initial. Preliminary discussions followed. On May 4, 2018, Terminix and Rentokil Initial entered into a mutual nondisclosure agreement containing customary standstill restrictions on both parties (which restrictions would terminate in the event the other party entered into a definitive agreement for a merger with a third party). These discussions terminated in June 2018 due to the fact that the parties could not reach a preliminary agreement on the basic terms of a transaction, including with respect to structure and valuation. Additionally, at that time, Terminix had substantially progressed the spin-off of its American Home Shield business, as an alternative value-creating transaction for Terminix stockholders. As a result, the parties did not exchange substantial due diligence information or otherwise advance negotiations on the financial, structural or other material terms and conditions of a transaction at that time, and Terminix decided to proceed with its previously announced spin-off of its American Home Shield business instead of further exploring a potential transaction with Rentokil Initial. Terminix and Rentokil Initial had no further discussions regarding a strategic combination of the two companies until October 2021. Prior to 2018, there were no preexisting business relationships or substantive discussions between the two companies relating to any potential transaction.

On October 1, 2018, Terminix completed the spin-off of its American Home Shield business. Thereafter, on October 1, 2020, Terminix completed the sale of its ServiceMaster Brands businesses to an affiliate of investment funds managed by Roark Capital Management LLC. These transactions enabled Terminix’s transition to a singularly focused pest management company, rather than a diversified services provider, and subsequently Rentokil Initial expressed renewed interest in a combination in October 2021.

On October 1, 2021, Andy Ransom, Rentokil Initial’s Chief Executive, separately contacted Naren K. Gursahaney, Chairman of the Terminix board of directors, and on October 4, 2021, Brett T. Ponton, Terminix’s Chief Executive Officer, to inquire as to whether Terminix would be amenable to discussing a potential strategic combination with Rentokil Initial. Mr. Ransom indicated that Rentokil Initial could be in a position to submit a formal proposal for a transaction in the coming weeks. The members of the Terminix board of directors were subsequently notified of the inquiry, and Terminix management contacted representatives of Lazard and Wachtell Lipton to discuss next steps.

On October 5, 2021, Messrs. Ransom and Ponton continued their discussion of a potential strategic combination of Terminix and Rentokil Initial. Later, on October 10, 2021, Mr. Ransom shared with Mr. Ponton a presentation providing an overview on Rentokil Initial, its business and other publicly available background information.

On October 11, 2021, the Terminix board of directors convened a meeting, together with members of management and representatives of Lazard and Wachtell Lipton. Representatives of Wachtell Lipton provided an overview of the Terminix board of directors’ duties with respect to the approach from Rentokil

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Initial, and representatives of Lazard reviewed preliminary financial analyses regarding Terminix based on, among other factors, unaudited prospective Terminix financial information provided to Lazard on October 7, 2021 that Terminix management had prepared in the ordinary course as part of the Terminix strategy plan and that had been reviewed by the Terminix board of directors on September 1, 2021 (the “September 2021 Terminix management unaudited Terminix projections”), and preliminary financial analyses regarding Rentokil Initial. For more information regarding the September 2021 Terminix management unaudited Terminix projections, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information,” beginning on page 100, and the table summarizing the September 2021 Terminix management unaudited Terminix projections beginning on page 103. The Terminix board of directors discussed a range of potential responses to Mr. Ransom’s inquiry, and instructed Mr. Ponton to contact Mr. Ransom to express Terminix’s willingness to consider a proposal for a transaction from Rentokil Initial if it valued Terminix appropriately and provided an acceptable level of certainty of completion. Mr. Ponton communicated the Terminix board’s message to Mr. Ransom, who stated his expectation that Rentokil Initial would submit a formal proposal in the coming weeks.

On October 13, 2021, Mr. Ponton, Robert Riesbeck, Terminix’s Chief Financial Officer, and Dion Persson, Senior Vice President, Strategy and Mergers and Acquisitions of Terminix, had a call with Mr. Ransom, Stuart Ingall-Tombs, Rentokil Initial’s Chief Financial Officer, and Chris Hunt, Rentokil Initial’s Group M&A Director, to convey their interest in a potential transaction at an appropriate valuation and to discuss Rentokil Initial’s view of the strategic benefits of a combination of the two companies’ businesses, which benefits included Rentokil Initial’s views that a transaction would have compelling industrial logic as the combined company would have a complementary residential and commercial pest services business and a leading global footprint with strong route-density and a large customer base, and Rentokil Initial’s views that a transaction would be highly synergistic, including with respect to operating costs, technology, corporate and administrative matters, and procurement. Later, on October 13, 2021, Mr. Ransom shared with Mr. Ponton a presentation summarizing Rentokil Initial’s view of such strategic benefits.

On October 14, 2021, the Terminix board of directors met with members of management and representatives of Lazard and Wachtell Lipton. An update was provided regarding Mr. Ponton’s conversation with Mr. Ransom. Representatives of Lazard then reviewed with the board a list of potential counterparties that could be interested in pursuing a strategic transaction with Terminix, including an industry participant (“Party A”) and two private equity firms (“Party B” and “Party C”). The Terminix board of directors discussed various considerations associated with reaching out to, and pursuing a transaction with, these parties, in addition to continuing discussions with Rentokil Initial regarding a potential transaction.

On October 21, 2021, the Terminix board of directors, together with members of management and representatives of Lazard and Wachtell Lipton, held a meeting to further discuss the possibility of engaging with Rentokil Initial and other third parties regarding a potential transaction. Representatives of Lazard shared their preliminary perspectives on valuation and the financial aspects of a transaction with Rentokil Initial based on, among other factors, an assumed amount of $175 million of annual pre-tax cost synergies (sensitivity cases were included if estimated pre-tax cost synergies were increased or decreased by $25 million) and updated unaudited prospective Terminix financial information provided to Lazard on October 19, 2021 that Terminix management had prepared to reflect, among other factors, Terminix’s actual financial results for the period from July 1, 2021 through August 31, 2021 (the “October 2021 Terminix management unaudited Terminix projections”). For more information regarding the October 2021 Terminix management unaudited Terminix projections, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 100, and the table summarizing the October 2021 Terminix management unaudited Terminix projections beginning on page 103.

Representatives of Wachtell Lipton also discussed regulatory and other legal considerations pertinent to a potential strategic combination. The Terminix board of directors considered these perspectives along with the opportunities and risks associated with continuing to operate Terminix on a stand-alone basis and other strategic alternatives. The Terminix board of directors also considered the possibility of contacting other parties to ascertain their potential interest in a transaction with Terminix. These parties included Party

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A, Party B and Party C, who, in the judgment of management and Lazard (after considering the landscape of potential financial and strategic parties, the likelihood of such parties’ interest in a potential transaction and the industry in which Terminix operates), were the most likely parties, other than Rentokil Initial, who could reasonably be expected to be interested in pursuing a transaction with Terminix, would not face significant execution risk in consummating a transaction of scale and in the industry in which Terminix operates, had sufficient expertise in the services industry such that a combination would make financial and strategic sense for both parties, and would not introduce significant leak risk. The Terminix board of directors then instructed management and representatives of Lazard to contact Party A, Party B and Party C to ascertain their potential interest in a transaction, while continuing to engage in discussions with representatives of Rentokil Initial. In light of the aforementioned considerations and the execution and leak risks associated with a broader outreach effort, the Terminix board of directors determined not to contact other parties at the time.

Shortly following the meeting, representatives of Lazard contacted representatives of Party A, Party B and Party C to inquire as to their potential interest in a strategic transaction with Terminix. Representatives of Party A and Party C expressed preliminary interest in a potential transaction, while Party B’s representatives indicated shortly afterwards that they did not believe that Party B could make a proposal that would be competitive on valuation and thus would not be interested in further exploring a transaction.

On October 29, 2021, Messrs. Ponton and Persson met with Mr. Ransom to discuss a potential transaction between Terminix and Rentokil Initial. Mr. Ransom orally conveyed the terms of a proposal by Rentokil Initial to acquire Terminix, a written copy of which was delivered to Messrs. Ponton and Persson after the conclusion of the meeting. The proposal contemplated an implied purchase price of $54.00 per share of Terminix common stock consisting of approximately 80% stock and 20% cash. The proposal also contemplated that Terminix stockholders could elect to receive all cash or all stock merger consideration, subject to proration in the event of oversubscription, and that the consummation of a transaction would not be subject to any financing contingency. In addition, Mr. Ransom raised the possibility that a member of the Terminix board of directors would be appointed to Rentokil Initial’s board of directors upon the closing of a transaction. On the same day, Terminix and Party C entered into a nondisclosure agreement containing customary standstill restrictions on Party C (which restrictions would terminate in the event Terminix entered into a definitive agreement for a merger with a third party).

On November 2, 2021, representatives of Party A contacted Lazard to indicate that, after further consideration of Party A’s strategic priorities and concerns over its ability to integrate the Terminix business in light of those priorities, Party A was not interested in further exploring a potential strategic transaction with Terminix. Shortly thereafter, the Terminix board of directors met with members of management and representatives of Lazard and Wachtell Lipton. The Lazard representatives provided an overview of the terms of Rentokil Initial’s proposal as well as an update on the status of Terminix’s outreach efforts to Party A, Party B and Party C. The Terminix board of directors then instructed management and Lazard to communicate to Rentokil Initial that the board appreciated the seriousness of Rentokil Initial’s proposal but was keenly focused on deal certainty, upfront price and overall value creation for Terminix stockholders, and that Terminix would be willing to share certain due diligence materials, subject to the execution of a mutually acceptable confidentiality agreement, to enable Rentokil Initial to refine its assessment of the potential value of a combination. Mr. Ponton subsequently contacted Mr. Ransom to convey the board’s message. The Terminix board of directors also authorized management to continue outreach efforts with Party C.

On November 5, 2021, Terminix and Rentokil Initial entered into a mutual nondisclosure agreement superseding (and which was substantially similar to) the nondisclosure agreement previously agreed to by the parties on May 4, 2018. Shortly thereafter, representatives of Rentokil Initial began submitting due diligence requests and, on November 9, 2021, the Terminix board of directors held a meeting at which representatives of Lazard reported on the process for addressing these requests. In the following weeks through December 8, 2021, and with the authorization of the Terminix board of directors, representatives of Terminix provided Rentokil Initial with access to a virtual data room, hosted diligence sessions for the benefit of Rentokil Initial and responded to numerous diligence requests and questions. Representatives of Rentokil Initial also provided Terminix with access to a virtual data room containing various due diligence materials and hosted due diligence sessions with representatives of Lazard and members of Terminix

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management, including a discussion between representatives of Lazard and Rentokil Initial’s financial advisers, Barclays and Goldman Sachs International, regarding Wall Street research analyst financial forecasts and consensus estimates relating to Rentokil Initial.

On November 10, 2021, Mr. Ponton along with other members of Terminix management hosted a management presentation for the benefit of Party C at which they reviewed Terminix’s corporate strategy and business and financial performance and addressed questions from representatives of Party C. Representatives of Terminix also made due diligence materials available to representatives of Party C.

On November 16, 2021, the Terminix board of directors met to discuss the status of Terminix’s ongoing due diligence discussions and workstreams, as well as an illustrative timetable for negotiating transaction documents and announcing a transaction.

On November 18, 2021, representatives of Party C contacted Lazard to express that Party C was no longer interested in pursuing a potential transaction with Terminix in light of concerns over execution risk and its ability to make a proposal that would be competitive on valuation.

On November 19, 2021, representatives of Davis Polk & Wardwell LLP (“Davis Polk”), Rentokil Initial’s legal counsel, circulated a draft merger agreement to representatives of Wachtell Lipton. The draft reflected the transaction and purchase price structure contemplated by Rentokil Initial’s October 29th proposal and included, among other terms, a “fiduciary out” provision that would permit the board of directors of either party to change its recommendation in the event such party received an alternative acquisition proposal from a third party under certain circumstances, but without providing a right of either party to terminate the agreement to enter into an alternative acquisition proposal, and also provided for an unspecified termination fee amount payable by each party in the event of a change of recommendation or, in the case of Terminix, if Terminix entered into a definitive agreement with a third party within 12 months following the termination of the agreement in certain circumstances. The draft merger agreement also contemplated that one member of the Terminix board of directors (to be designated by Rentokil Initial) would be appointed to Rentokil Initial’s board of directors upon the closing of a transaction. The draft agreement noted that the terms of the parties’ respective obligations to obtain any regulatory approvals required for the consummation of a transaction would be determined at a later time following further analysis and discussion.

On November 23, 2021, the Terminix board of directors convened a meeting, together with members of management and representatives from Lazard and Wachtell Lipton. Management and representatives of Lazard provided an update regarding the status of Terminix’s ongoing discussions with Rentokil Initial and outreach efforts to Party C. Representatives of Wachtell Lipton reviewed with the Terminix board of directors the terms of the draft merger agreement provided by Davis Polk. The Terminix board of directors discussed, among other things, the regulatory processes associated with a strategic combination and the merger agreement’s provisions addressing deal certainty. The Terminix board of directors was of the view that, while Rentokil Initial’s proposal was attractive from a financial perspective, management should seek to further improve the financial and other terms of the transaction. After consideration of the feedback from Party A, Party B and Party C and the aforementioned execution and leak risks associated with a broader outreach effort, the Terminix board of directors decided not to contact any other parties with respect to a transaction and directed management, in consultation with Lazard and Wachtell Lipton, to continue discussions with Rentokil Initial to determine if the parties could reach agreement on mutually acceptable terms.

Through the subsequent two weeks, members of management and representatives of Lazard and Wachtell Lipton participated in multiple telephonic and in-person discussions with their respective counterparts at Rentokil Initial and its legal and financial advisors regarding the open financial and legal points between the parties. In addition, further revised drafts of the merger agreement were exchanged between Wachtell Lipton and Davis Polk, which reflected a number of changes to the terms proposed in the draft merger agreement circulated by Davis Polk on November 19, 2021, including the addition of a right by Terminix to terminate the merger agreement in the event it received an alternative acquisition proposal from a third party under certain circumstances. The parties also discussed the regulatory processes associated with a strategic combination and the merger agreement provisions addressing deal certainty. Members of Terminix management, directly and through representatives of Wachtell Lipton, proposed to Rentokil Initial a “hell or high water” framework under which the parties would be required to take any and all actions

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necessary to obtain any regulatory approvals required to consummate the transaction, including any divestitures of businesses, assets, properties or product lines of Terminix or Rentokil Initial. Representatives of Rentokil Initial conveyed that Rentokil Initial was not prepared to agree to such an uncapped obligation.

On December 2, 2021, the Terminix board of directors met with members of management and representatives from Lazard and Wachtell Lipton to discuss the status of negotiations with Rentokil Initial. Management discussed the possibility of reaching out to Rentokil Initial to request that it increase its contemplated implied purchase price (in light of the increase in the market price of Rentokil Initial ordinary shares and the decrease in the market price of Terminix common stock that had taken place since Rentokil Initial’s October 29th proposal) and accept certain enhanced obligations to obtain any regulatory clearance required to effect the consummation of a transaction. The Terminix board of directors considered these perspectives and directed management, together with Lazard and Wachtell Lipton, to seek the enhancements discussed by management. Thereafter, members of management and representatives of Lazard and Wachtell Lipton engaged in further discussions with representatives of Rentokil Initial and its legal and financial advisors.

As an outcome of these discussions, representatives of Rentokil Initial agreed to increase the implied purchase price to $55.00 per share of Terminix common stock (consisting of approximately 80% stock and 20% cash based on the price of Rentokil Initial ordinary shares at announcement) and to pay a termination fee to Terminix in the event a governmental authority entered an order relating to antitrust laws prohibiting the transaction or the parties failed to obtain required regulatory approvals under certain circumstances. The only implied purchase prices formally offered by Rentokil Initial and reviewed by the Terminix board of directors were the implied purchase price of $54.00 per share in its proposal of October 29, 2021 and thereafter the implied purchase price of $55.00 per share in its proposal of December 2, 2021. The increase came after discussions between the parties regarding several factors, including, among other things, negotiation of the regulatory efforts covenant in the merger agreement and the fact that $54.00 per share was less than Terminix’s 52-week trading high of $55.00. After several rounds of discussions, Rentokil Initial representatives agreed to divestitures of businesses, assets, properties or product lines so long as they did not, in the aggregate, generate total revenues in excess of 12.8% of Terminix’s total revenues in the calendar year 2020.

A regular meeting of the Terminix board of directors was held on December 6, 2021, at which members of management and representatives of Lazard and Wachtell Lipton updated the board as to their recent discussions with representatives of Rentokil Initial. The Terminix board of directors discussed, among other things, the limitations proposed by Rentokil Initial on its obligation to undertake divestitures or other remedies required to obtain regulatory clearance, and after consideration of the potential implications for deal certainty as well as other potential risks and benefits of the transaction, the Terminix board of directors determined to accept Rentokil Initial’s proposed limitation and directed management and Terminix’s advisors to work with their counterparts at Rentokil Initial towards finalizing the terms of a transaction, with the goal of announcing a signed merger agreement on December 14, 2021.

Over the next several days, representatives of Wachtell Lipton and Davis Polk exchanged further revised drafts of the merger agreement to reflect these and other changes. On December 10, 2021, the Terminix board of directors met with members of management and representatives of Lazard and Wachtell Lipton to review the terms of the proposed merger agreement and to further discuss the potential risks and opportunities presented by the potential transaction. Representatives of Wachtell Lipton reviewed the fiduciary duties of the Terminix board of directors, and representatives of Lazard presented their financial analyses in respect of Terminix and Rentokil Initial and the financial aspects of a transaction based on, among other factors, further updated unaudited prospective Terminix financial information provided to Lazard on December 7, 2021 that Terminix management had prepared to reflect, among other factors, Terminix’s actual financial results for the period from September 1, 2021 through October 31, 2021 (the “December 2021 Terminix management unaudited Terminix projections”). For more information regarding the December 2021 Terminix management unaudited Terminix projections, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 100, and the table summarizing the December 2021 Terminix management unaudited Terminix projections beginning on page 104.

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Based on direction from Terminix management, the Lazard financial analyses also included an assumed amount of $175 million of annual pre-tax cost synergies (the “Terminix management assumed cost synergies”), which Terminix management determined to be, at that time, an appropriate base case estimate for purposes of Lazard’s fairness opinion based on its analyses of the following categories of potential synergy sources and previous experience with mergers and acquisitions in the pest control industry, and which was within the range of annual pre-tax synergies previously presented to the Terminix board of directors in October 2021:

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Administrative Synergies: Approximately $108 million annual pre-tax synergies realizable via the elimination of overlapping administrative functions

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Field-related Synergies: Approximately $45 million annual pre-tax synergies realizable via the optimization of branches, route structures and distribution operations

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Other Functional Cost Synergies: Approximately $21 million annual pre-tax synergies realizable via purchasing, marketing and outsourcing efficiencies and the optimization of call center operations

For more information regarding the Terminix management assumed cost synergies, see the section of this proxy statement/prospectus entitled “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 100.

Following the meeting, representatives of Wachtell Lipton and Davis Polk continued to work towards finalizing the terms of the merger agreement.

On December 13, 2021, the Terminix board of directors re-convened to consider whether to approve the merger agreement. Representatives of Wachtell Lipton updated the Terminix board of directors regarding certain terms of the proposed merger agreement that had evolved since the board’s prior meeting. Members of Terminix management then shared and discussed with the Terminix board of directors a copy of a draft press release proposed by Rentokil Initial to announce the transaction and describe its strategic and financial rationales, including, among other things, Rentokil Initial’s estimate of annual pre-tax cost synergies of at least $150 million, which was described using many of the same categories and estimates of potential synergy sources set forth above with respect to Terminix’s estimate. Representatives of Lazard then reviewed Lazard’s financial analysis of the transaction and delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of December 13, 2021, to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review described in such opinion, the merger consideration to be paid to holders of Terminix common stock (other than holders of certain excluded shares as described in the merger agreement) in the transaction was fair, from a financial point of view, to such holders. The Terminix board of directors unanimously approved and adopted the merger agreement and resolved to recommend that the stockholders of Terminix adopt the merger agreement. After the meeting, Terminix and Rentokil Initial executed the merger agreement and, on December 14, 2021, issued a joint press release announcing the parties’ entry into the merger agreement.

Recommendation of the Terminix Board of Directors; Terminix’s Reasons for the Transaction

At a special meeting held on December 13, 2021, the Terminix board of directors unanimously: (1) determined that the merger agreement and the transactions contemplated by the merger agreement (including the transaction) were fair to and in the best interests of Terminix and its stockholders; (2) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the transaction); (3) recommended the adoption by Terminix’s stockholders of the merger agreement and the transactions contemplated by the merger agreement; and (4) directed that the merger agreement and the transactions contemplated by the merger agreement be submitted to a vote at a

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meeting of Terminix’s stockholders. Accordingly, the Terminix board of directors unanimously recommends that Terminix stockholders vote “FOR” the merger proposal.

In evaluating the proposed transaction, reaching its determinations and making its recommendations, the Terminix board of directors consulted with Terminix senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the transaction:

Strategic Considerations and Synergies

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that combined, the Terminix and Rentokil Initial businesses will become the leading global pest control company, with a customer base of approximately 4.9 million customers, approximately 56,000 colleagues globally and presence in 790 locations in over 88 countries;

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that the combination will create substantially increased scale in North America, which will enable further investments in people, service quality, innovation, digital technology and applications and sustainability, to meet the future needs of customers and colleagues;

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that the combination will create a company with an attractive financial profile (with estimated pro forma EBITDA margins, including run-rate synergies, and an estimated multi-year compound annual EBITDA growth rate superior to that of peers as well as Terminix and Rentokil Initial on a stand-alone basis), and significant synergy opportunities that may be realized by bringing together two complementary businesses with a strong operational and cultural fit, reducing costs, and driving operational efficiencies, as described in the section of this proxy statement/prospectus entitled “The Merger Proposal — Background of the Transaction” beginning on page 77, in particular the description of the Terminix management assumed cost synergies discussed on page 101, and that Terminix stockholders will be able to participate in such benefits as stockholders of the combined company;

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that the combined company will have the scale, balance sheet strength, financial flexibility, and free cash flow to fund future growth, and improved ability to access the capital markets on more favorable terms, which will allow the combined company to be more competitive in capturing strategic opportunities;

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that the transaction is expected to be mid-teens percent accretive to Rentokil Initial’s earnings per share in the first full year following closing, as determined by calculating Rentokil Initial’s expected 2023 earnings per share following consummation of the transaction, accounting for the expected synergies and various transaction-related adjustments, and comparing the result to Rentokil Initial’s expected 2023 earnings per share absent consummation of the transaction, and that Terminix stockholders who receive Rentokil Initial ADSs will be able to participate in such benefits as stockholders of the combined company, subject to the risk factors discussed in the section of the proxy statement/prospectus entitled “Risk Factors” beginning on page 37, in particular the risk factor describing the risks relating to accretion and dilution discussed on page 41;

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information and discussions with Terminix’s management, in consultation with Lazard, regarding Rentokil Initial’s business, results of operations, financial and market position, and Terminix management’s expectations concerning the combined company’s business, financial prospects and synergies, and historical and current trading prices of Rentokil Initial ordinary shares;

Attractive Value and Mix of Consideration

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the aggregate value and nature of the consideration to be received in the merger by Terminix stockholders, including:

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that the merger consideration had an implied value per share of Terminix common stock of approximately $55.00, consisting of (i) the cash consideration of $11.00 per share of Terminix common stock and (ii) an implied value of the stock consideration of approximately $44.00 per share, which is calculated based on (x) an exchange ratio of 5.3094 shares of Rentokil Initial ordinary shares (in the form of 1.0619 Rentokil Initial ADS based on 5:1 ratio of Rentokil Initial ordinary shares to each Rentokil Initial ADS) for one share of Terminix common stock, (y) the average of the volume weighted average trading prices of Rentokil Initial ordinary shares

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on each of the five consecutive trading days ending on December 10, 2021 of £6.27 and (z) an exchange rate of 1 GBP to 1.3225 USD based on the average GBP to USD exchange rates on each of the five consecutive trading days ending on December 10, 2021, which represented a premium of approximately 47.0% to Terminix stockholders based on the closing price of Terminix common stock on December 13, 2021 and a premium of approximately 32.5% based on the 90-day volume weighted average share price of Terminix common stock as of the same date;

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that approximately 80% of the merger consideration consists of Rentokil Initial ADSs, which offers Terminix stockholders the opportunity, subject to proration, to participate in the future earnings, dividends and growth of the combined company, which the Terminix board of directors considers to be an attractive investment for the reasons discussed above in this section under “— Strategic Considerations and Synergies”;

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that approximately 20% of the merger consideration consists of cash, which provides certain electing Terminix stockholders with immediate liquidity, subject to proration, which consideration offered a premium valuation;

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that the stock/cash election mechanism in the merger agreement offers Terminix stockholders the opportunity to seek their preferred form of consideration, subject to proration, with an equalization mechanic intended to ensure that the value of each election choice will be substantially the same as of shortly prior to the consummation of the merger;

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that the first merger and the second merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, as more fully described in the section of this proxy statement/prospectus entitled “The Merger Proposal — Material U.S. Federal Income Tax Consequences” beginning on page 121;

Most Attractive Strategic Alternative

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the view of the Terminix board of directors that the proposed transaction with Rentokil Initial was the most attractive strategic alternative available to Terminix and its stockholders, including in comparison to the alternative of remaining independent and continuing to execute on Terminix’s long-term business strategy. In this regard, the Terminix board of directors considered:

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that, in an effort to determine its respective interest in engaging in a strategic transaction with Terminix, and at the direction of the Terminix board of directors, Lazard contacted an industry participant and two private equity firms that, in the judgment of management and Lazard, were the most likely parties, other than Rentokil Initial, who could reasonably be expected to be interested in pursuing a transaction with Terminix and would not face significant execution risk in consummating a transaction while also not otherwise introducing significant leak risk, and Terminix thereafter provided diligence information to one of these parties, but ultimately none of these parties determined to pursue a potential transaction with Terminix;

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its belief, based on positions taken by Rentokil Initial during negotiations and the significant premium relative to the stand-alone price of Terminix’s common stock, that the merger consideration was the maximum consideration that Rentokil Initial would be willing to offer;

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its belief that entering into the merger agreement with Rentokil Initial provided the best alternative for maximizing stockholder value reasonably available to Terminix and its stockholders, including when compared to continuing to operate on a stand-alone basis and taking into account certain risks associated with continuing to operate as a stand-alone company, including industry competition, challenges achieving growth objectives, ongoing labor shortages, and other risk factors set forth in the section entitled “Risk Factors” in Terminix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is incorporated by reference into this proxy statement/prospectus, and other documents that are incorporated by reference into this proxy statement/prospectus. The limited interest shown by the potential alternative strategic and financial partners and their views on valuation further indicated to the Terminix board of directors the challenges inherent in, and time required, to create comparable

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shareholder value through the continued operation of Terminix on a stand-alone basis, and the relative attractiveness of the offer presented by Rentokil Initial;

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that Terminix stockholders would have the opportunity to participate in the long-term value-creation potential of Rentokil Initial after giving effect to the transaction;

Opinion of Terminix’s Financial Advisor

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the financial presentation by Lazard and the oral opinion of Lazard rendered to the Terminix board of directors, subsequently confirmed by delivery of a written opinion dated December 13, 2021, to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in Lazard’s written opinion, the merger consideration to be paid to holders of Terminix common stock (other than holders of certain excluded shares as described in the merger agreement) in the transaction was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “The Merger Proposal — Opinion of Terminix’s Financial Advisor” beginning on page 89;

Likelihood of Completion of the Transaction

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the likelihood that the transaction will be completed, based on, among other things, the limited closing conditions to the completion of the transaction, the absence of a financing condition or similar contingency that is based on Rentokil Initial’s ability to obtain financing and the commitment made by Rentokil Initial to take certain actions if required to obtain regulatory approvals, as further described in the section of this proxy statement/prospectus entitled “The Merger Proposal — Regulatory Approvals Required for the Transaction” beginning on page 112;

Favorable Terms of the Merger Agreement

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the ability of Terminix to, subject to specified limitations, respond to and engage in discussions regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, to terminate the merger agreement in order to enter into a definitive agreement providing for a superior proposal to the merger with Rentokil Initial, subject to compliance with the procedural terms and conditions set forth in the merger agreement and the payment of a termination fee of $200 million, as further discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160;

•

the terms of the merger agreement that restrict Rentokil Initial’s ability to solicit alternative business combination transactions and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative business combination transaction with Rentokil Initial, as further discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation” beginning on page 150;

•

the obligation of Rentokil Initial to pay Terminix by way of compensation a termination payment of $150 million upon termination of the merger agreement under specified circumstances, as further discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160;

•

the obligation of Rentokil Initial to pay Terminix by way of compensation a termination payment of $50 million upon the termination of the merger agreement as a result of Rentokil Initial’s failure to obtain the requisite Rentokil Initial shareholder approval of the transaction contemplated by the merger agreement and other related matters;

Governance Matters

•

the fact that, at the effective time of the first merger, one Terminix director will be appointed to the Rentokil Initial board of directors (to be mutually agreed by Terminix and Rentokil Initial prior to the closing), which will allow for oversight of and input into the strategy of the combined company;

The Terminix board of directors weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the transaction, including:

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•

that the aggregate number of Rentokil Initial ADSs that would be issued in the transaction would not be adjusted to compensate for changes in the price of Rentokil Initial ordinary shares prior to the consummation of the transaction. The Terminix board of directors determined that the exchange ratio on the basis of which Rentokil Initial ADSs would be issued was appropriate and that the risks were acceptable in view of the relative historical trading values and financial performance of Terminix and Rentokil Initial;

•

the terms of the merger agreement that restrict Terminix’s ability to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative acquisition proposal, as further discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation” beginning on page 150;

•

the potential for diversion of management attention and employee attrition due to the possible effects of the announcement and pendency of the transaction and the potential effects on customers and business relationships as a result of the transaction;

•

the interim operating covenants in the merger agreement that restrict Terminix’s ability to operate its business and engage in strategic initiatives, and the amount of time it could take to complete the transaction, including the fact that completion of the transaction depends on factors outside of Terminix’s control, and that there can be no assurance that the conditions to the transaction will be satisfied even if the merger proposal is approved by Terminix stockholders;

•

the possibility of non-consummation of the transaction, including due to a failure to obtain required regulatory clearance, and the potential consequences of non-consummation, including the potential negative impacts on Terminix, its business and the trading price of its shares of common stock;

•

the difficulty and costs inherent in integrating large and diverse businesses and the risk that the potential synergies, dividend growth and other benefits expected to be obtained as a result of the transaction might not be fully or timely realized;

•

the obligation of Terminix to pay Rentokil Initial by way of compensation a termination payment of $200 million upon termination of the merger agreement under specified circumstances;

•

the obligation of Terminix to pay Rentokil Initial by way of compensation a termination payment of $50 million upon the termination of the merger agreement as a result of Terminix’s failure to obtain the requisite Terminix stockholder approval for the merger proposal; and

•

risks and other considerations of the type and nature described under the sections of this proxy statement/prospectus entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 37 and 63, respectively.

The Terminix board of directors considered the factors described above as a whole, including through engaging in discussions with Terminix senior management and Terminix’s outside legal and financial advisors. Based on this review and consideration, the Terminix board of directors unanimously concluded that these factors, on balance, supported a determination that the merger agreement and the transactions contemplated by the merger agreement, including the transaction, were advisable and in the best interests of Terminix stockholders, and to make its recommendation to Terminix stockholders that they vote to adopt the merger agreement.

In addition, the Terminix board of directors was aware of and considered the fact that Terminix’s directors and executive officers may have certain interests in the transaction that are different from, or in addition to, the interests of Terminix stockholders generally, including the treatment of equity awards held by such directors and executive officers in the transaction, as described in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105.

The foregoing discussion of the information and factors that the Terminix board of directors considered is not, and is not intended to be, exhaustive. The Terminix board of directors collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the transaction, in light of the various factors described above and other

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factors that the members of the Terminix board of directors believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Terminix board of directors considered in connection with its evaluation of the transaction, the Terminix board of directors did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Terminix board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Terminix board of directors in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 63.

Rentokil Initial’s Reasons for the Transaction

The Rentokil Initial board of directors carefully evaluated the merger agreement and the transactions contemplated thereby and unanimously approved the terms of, and the transactions contemplated by, the merger agreement and unanimously resolved that the approval of the merger agreement and the transactions contemplated thereby (including the Rentokil Initial transaction-related proposals) be submitted for approval by the Rentokil Initial shareholders.

In the course of reaching its decision, the Rentokil Initial board of directors consulted with Rentokil Initial’s management and its financial and legal advisors and considered a number of factors, including the following factors that weighed in favor of the transaction (not necessarily in order of relative importance):

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Increased scale and leadership in the global pest control market. The combined company will become the leading global pest control company, with a customer base of approximately 4.9 million customers and approximately 56,000 colleagues globally. The transaction will deliver a significantly enhanced network and improved route density, bringing the combined company closer to its customers, with its colleagues able to spend more time directly with customers and less time driving to and from customer visits.

•

Substantially increased scale in North America, providing an enlarged platform for profitable growth. The combined company will become the leading player in North America, the world’s largest pest control market (representing approximately 51% of the global market and estimated to be worth approximately US$11 billion). As such, North America is of significant strategic importance and focus for Rentokil Initial. It is a highly competitive and fragmented market comprising over 20,000 pest control companies. Commercial pest control comprises the largest segment in North America at approximately 45% of the market, with residential comprising approximately 35% and termites at approximately 20%. Rentokil Initial is currently a leading brand in commercial pest control, while Terminix is the most recognized brand for termite and residential pest control in the United States, undertaking approximately 50,000 customer visits each day from 380 locations across 45 states. Terminix generated pest control revenues of approximately US$2 billion for the year ended December 31, 2021. The combined company will become the leading global pest control company, which will include a leading brand for residential and termite pest control in North America, as well as the leading global brand in commercial pest control. Upon the completion of the transaction, approximately 60% of the combined company’s total revenues is expected to come from North America. The combined company will create additional scale, which will enable further investments in people, service quality, innovation, digital technology and applications and sustainability, to meet the future needs of customers and colleagues. Following the completion of the transaction, the combined company intends to open a new science and innovation center in the United States focused on termite and residential pest control.

•

A complementary and synergistic combination. Rentokil Initial and Terminix have complementary service lines (combining Rentokil Initial’s expertise in commercial pest control globally with Terminix’s expertise in residential and termite pest control in North America). Rentokil Initial and Terminix’s geographic footprints in North America are also complementary, allowing greater route density to be

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achieved, and presenting further opportunities to enhance operational efficiency. Both Rentokil Initial and Terminix have similar operating models which will enable the effective sharing of best practices in the future. In addition, Rentokil Initial is a leader in innovation and digital technology, creating services and products which can be rolled out to Terminix’s approximately 2.9 million pest control customers. The combined company is expected to generate material annual pre-tax cost synergies of at least US$150 million (£113 million, assuming the Sterling-U.S. Dollar exchange rate as of December 10, 2021) by the third full year following the completion of the transaction, owing to greater footprint density, procurement leverage, property rationalization, duplicate administrative and overhead rationalization, marketing, sales effectiveness, head office synergies and financing. Both Rentokil Initial and Terminix have a strong track record of integrating acquisitions and are committed to creating a high-quality working environment with attractive opportunities for colleagues from both businesses to develop rewarding long-term careers in the combined company. It is expected that the combined company will be able to further differentiate itself from its competitors through its strong focus on people, customers and delivering products and services responsibly, and benefiting society and the environment by acting in a responsible manner.

•

An attractive financial profile.

•

The combined company will have an attractive financial profile, with the opportunity to increase the combined company’s net operating margins through cost reductions and operational efficiencies by approximately one percent in each of the three full calendar years following the completion of the transaction. A strong balance sheet will support growth through continued investments in people, innovation, digital technologies and sustainability, and through further M&A opportunities around the world.

•

The transaction will create a larger, highly diversified and more resilient business in the markets of pest control and hygiene and wellbeing. In the North America pest control market, the combined company’s business will be well balanced between residential and termite (expected to be approximately 60% of revenues) and commercial (expected to be approximately 40% of revenues) pest services. As of the end of Terminix’s fiscal year 2021, revenue from termite control is approximately 45% of Terminix’s residential revenues, and will become approximately 20% of the combined company’s North America pest business upon the completion of the transaction.

•

The combined company will also have a strong, complementary international hygiene and wellbeing business, with leading positions in 22 of its 65 markets. Revenues from Hygiene & Wellbeing are expected to form approximately 21% of total combined company revenues and the segment is expected to deliver 4% to 6% organic growth each year over the medium term from 2022.

The Rentokil Initial board of directors also considered a variety of uncertainties, risks and other potentially negative factors concerning the merger agreement and the transaction in connection with its deliberations, including:

•

The difficulties and challenges inherent in completing the proposed transaction and integrating the businesses, operations and workforce of Terminix with those of Rentokil Initial and the potential risk that some or all of the expected benefits of the transaction may fail to materialize, or may not occur within the time periods anticipated;

•

The potential risk of diverting management and colleague attention and resources from the operation of Rentokil Initial’s business and towards the completion of the transaction;

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The risk that certain key employees of Terminix may not choose to remain with the combined company following the closing;

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That Rentokil Initial would be required to pay to Terminix a termination fee of $150 million in the event the merger agreement were to be terminated in certain circumstances if the Rentokil Initial board of directors were to change its recommendation;

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The ability of the Terminix board of directors, subject to certain conditions, to terminate the merger agreement in order to enter into a definitive agreement providing for a superior proposal;

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•

The ability of the Terminix board of directors, subject to certain conditions, to change its recommendation supporting the merger if the Terminix board of directors were to determine that failure to take such action would reasonably be expected to be inconsistent with the Terminix board of directors’ fiduciary duties to its stockholders under applicable laws; and

•

The risks of the type and nature described under “Risk Factors,” and the matters described under “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors that the Rentokil Initial board of directors considered is not, and is not intended to be, exhaustive. The Rentokil Initial board of directors collectively reached the conclusion to approve the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the transaction, in light of the various factors described above and other factors that the members of the Rentokil Initial board of directors believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the Rentokil Initial board of directors considered in connection with its evaluation of the transaction, the Rentokil Initial board of directors did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Rentokil Initial board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Rentokil Initial board of directors in approving the merger agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 63.

Opinion of Terminix’s Financial Advisor

Terminix has retained Lazard to act as its financial advisor in connection with the transaction. In connection with this engagement, Terminix requested that Lazard evaluate the fairness, from a financial point of view, to holders of Terminix common stock (other than holders of certain excluded shares as described in the merger agreement) of the merger consideration to be paid to such holders in the transaction.

On December 13, 2021, at a meeting of the Terminix board of directors held to evaluate the transaction, Lazard rendered to the Terminix board of directors an oral opinion, which was confirmed by delivery of a written opinion dated December 13, 2021, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the merger consideration to be paid to holders of Terminix common stock (other than holders of certain excluded shares as described in the merger agreement) in the transaction was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated December 13, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken, is attached as Annex B and is incorporated by reference in this document. The summary of the written opinion of Lazard, dated December 13, 2021, set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Lazard’s opinion attached as Annex B. Lazard’s opinion was for the benefit of the Terminix board of directors (in its capacity as such) and Lazard’s opinion was rendered to the Terminix board of directors in connection with its evaluation of the transaction and did not address any terms or other aspects (other than the merger consideration to the extent expressly specified in Lazard’s opinion) of the transaction. Lazard’s opinion did not address the relative merits of the transaction as compared to any other transaction or business strategy in which Terminix might engage or the merits of the underlying decision by Terminix to engage in the transaction. Lazard’s opinion is not intended to and does not constitute a recommendation to any Terminix stockholder as to how such stockholder should vote or act with respect to the transaction or any matter relating thereto.

In connection with its opinion, Lazard:

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•

reviewed the financial terms and conditions of a draft, dated December 13, 2021, of the merger agreement;

•

reviewed certain publicly available historical business and financial information relating to Terminix and Rentokil Initial;

•

reviewed various financial forecasts and other data provided to Lazard by Terminix relating to the business of Terminix (which we refer to as the “Terminix management unaudited Terminix projections” and are set forth in the section titled “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 100 of this proxy statement/prospectus), publicly available financial forecasts and other data relating to the business of Rentokil Initial and extrapolations thereto based on publicly available guidance from Rentokil Initial (which we refer to as the “Terminix management unaudited Rentokil Initial projections” and are set forth in the section titled “The Merger Proposal — Certain Terminix Unaudited Prospective Financial Information” beginning on page 100 of this proxy statement/prospectus) and the projected synergies and other benefits, including the amount and timing thereof, anticipated by the management of Terminix to be realized from the transaction;

•

held discussions with (x) members of the senior management of Terminix with respect to the businesses and prospects of Terminix and Rentokil Initial and the projected synergies and other benefits anticipated by the management of Terminix to be realized from the transaction and (y) representatives of Rentokil Initial with respect to the business and prospects of Rentokil Initial;

•

reviewed public information with respect to certain other companies in lines of business that Lazard believed to be generally relevant in evaluating the businesses of Terminix and Rentokil Initial, respectively;

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reviewed the financial terms of certain business combinations involving companies in lines of business that Lazard believed to be generally relevant in evaluating the business of Terminix;

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reviewed historical stock prices and trading volumes of Terminix common stock and Rentokil Initial ordinary shares;

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reviewed the potential pro forma financial impact of the transaction on Rentokil Initial based on the financial forecasts referred to above relating to Terminix and Rentokil Initial; and

•

conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Terminix or Rentokil Initial or concerning the solvency or fair value of Terminix or Rentokil Initial, and Lazard was not furnished with any such valuation or appraisal. Lazard was not provided with, and did not have access to, financial forecasts relating to Rentokil Initial prepared by the management of Rentokil Initial. Accordingly, Lazard was advised by Terminix and assumed, with the consent of Terminix, that the Terminix management unaudited Rentokil Initial projections are a reasonable basis upon which to evaluate the future financial performance of Rentokil Initial and, at the direction of Terminix, Lazard relied on the Terminix management unaudited Rentokil Initial projections for purposes of Lazard’s financial analyses in connection with its opinion. With respect to the financial forecasts utilized in Lazard’s analyses, including those related to projected synergies and other benefits anticipated by the management of Terminix to be realized from the transaction, Lazard assumed, with the consent of Terminix, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Terminix and Rentokil Initial, respectively, and to such synergies and other benefits. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based, including with respect to the potential effects of the COVID-19 pandemic on such forecasts or assumptions.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. Lazard further noted that volatility and disruption in the credit and financial markets

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relating to, among others, the COVID-19 pandemic, may or may not have an effect on Terminix and Rentokil Initial and Lazard did not express any opinion as to the effects of such volatility or such disruption on Terminix or Rentokil Initial. Lazard did not express any opinion as to the prices at which shares of Terminix common stock, Rentokil Initial ADSs or Rentokil Initial ordinary shares may trade at any time subsequent to the announcement of the transaction. In connection with Lazard’s engagement, Lazard was authorized to solicit indications of interest regarding a potential transaction with Terminix from a limited number of third parties. In addition, Lazard’s opinion did not address the relative merits of the transaction as compared to any other transaction or business strategy in which Terminix might engage or the merits of the underlying decision by Terminix to engage in the transaction.

In rendering its opinion, Lazard assumed, with the consent of Terminix, that the transaction will be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Representatives of Terminix advised Lazard, and Lazard assumed, that the merger agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of Terminix, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the transaction will not have an adverse effect on Terminix, Rentokil Initial or the transaction. Lazard further assumed, with the consent of Terminix, that the transaction will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Lazard did not express any opinion as to any tax or other consequences that might result from the transaction, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Terminix obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration to the extent expressly specified in Lazard’s opinion) of the transaction, including, without limitation, the form or structure of the transaction or any agreements or arrangements entered into in connection with, or contemplated by, the transaction. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the transaction, or class of such persons, relative to the merger consideration or otherwise.

Summary of the Financial Analyses of Terminix’s Financial Advisor

In preparing its opinion to the Terminix board of directors, Lazard performed a variety of financial and comparative analyses. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying Lazard’s opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion or analysis is not readily susceptible to summary description. In arriving at its opinion, Lazard considered the results of all of the analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any particular factor or method of analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Accordingly, Lazard believes that its analyses and factors summarized below must be considered as a whole and in context. Lazard further believes that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, existing as of the date of its opinion, many of which are beyond the control of Terminix and Rentokil Initial. No company, business or transaction reviewed is identical or directly comparable to Terminix, Rentokil Initial or their respective businesses or the transaction. Accordingly, an evaluation of these analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning business, financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or views regarding the comparability of such companies, businesses or transactions. Accordingly, such analyses may not necessarily include all companies, businesses or transactions that could

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be deemed relevant. The estimates of the future performance of Terminix and Rentokil Initial in or underlying Lazard’s analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates or those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which a company may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the assumptions and estimates used in, and the ranges of valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as the views of Lazard regarding the actual values of Rentokil Initial or Terminix. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 13, 2021, and is not necessarily indicative of current market conditions.

Lazard did not recommend that any specific consideration constituted the only appropriate consideration in the transaction. The type and amount of merger consideration payable in the transaction was determined through negotiations between Terminix and Rentokil Initial, rather than by any financial advisor, and was approved by the Terminix board of directors. The decision to enter into the merger agreement was solely that of the Terminix board of directors and the Rentokil Initial board of directors. Lazard’s opinion and analyses were only one of many factors considered by the Terminix board of directors in its evaluation of the transaction and the merger consideration and should not be viewed as determinative of the views of the Terminix board of directors or management with respect to the transaction or the merger consideration payable in the transaction.

Financial Analyses

The summary of the financial analyses described in this section entitled “— Financial Analyses” is a summary of the material financial analyses provided by Lazard in connection with its opinion, dated December 13, 2021, to the Terminix board of directors. The summary set forth below is not a comprehensive description of all analyses undertaken by Lazard in connection with its opinion, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis. The financial analyses summarized below include information presented in tabular format. In order to fully understand Lazard’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Lazard. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Lazard. Future results may differ from those described and such differences may be material.

For purposes of the financial analyses described below in this section, the term “implied per share merger consideration” means approximately $55.00 per share of Terminix common stock, consisting of (i) the cash consideration of the per share cash amount per share of Terminix common stock and (ii) an implied value of the stock consideration of approximately $44.00 per share, which is calculated based on (x) an exchange ratio of 5.3094 shares of Rentokil Initial ordinary shares (in the form of 1.0619 Rentokil Initial ADS based on 5:1 ratio of Rentokil Initial ordinary shares for each Rentokil Initial ADS) for one share of Terminix common stock, (y) the average of the volume weighted average trading prices of Rentokil Initial ordinary shares on each of the five consecutive trading days ending on December 10, 2021 of £6.27 and (z) an exchange rate of 1 GBP to 1.3225 USD based on the average GBP to USD exchange rates on each of the five consecutive trading days ending on December 10, 2021.

The financial data utilized for Terminix in the financial analyses described below were based on financial forecasts and other data prepared by Terminix’s management relating to the business of Terminix. Lazard was not provided with, and did not have access to, financial forecasts relating to Rentokil Initial prepared by the management of Rentokil Initial. The financial data utilized for Rentokil Initial in the financial analyses described below were based on the Terminix management unaudited Rentokil Initial projections.

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Terminix Financial Analyses

Comparable Public Companies Analysis

Using public filings and other publicly available information, Lazard compared certain financial information of Terminix to corresponding financial information for selected publicly traded companies that, based on Lazard’s professional judgment and experience, Lazard considered generally relevant for purposes of analysis. Due to the limited number of comparable publicly traded companies in the pest control industry, for purposes of its analysis, Lazard included companies in the broader residential and commercial services industry. The selected companies used in this analysis were as follows:

Pest Control (collectively, the “Pest Control Peers”)

•

Rollins, Inc.

•

Rentokil Initial

Residential Services (collectively, the “Residential Peers”)

•

FirstService Corporation

•

Frontdoor, Inc.

•

HomeServe plc

•

Leslie’s, Inc.

Commercial Services (collectively, the “Commercial Peers”)

•

ABM Industries Incorporated

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Aramark

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BrightView Holdings, Inc.

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Cintas Corporation

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Ecolab Inc.

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GDI Integrated Facility Services Inc.

Lazard selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of Terminix. Terminix is a leading provider of pest and termite management services across residential and commercial markets. Pest Control Peers include large pest and termite control companies providing comparable services to Terminix across both residential and commercial end-markets. Given the limited number of public companies singularly focused on pest control, Lazard expanded the Terminix peer set to include residential and commercial service providers focused on services other than pest control. Residential Peers include companies that provide services primarily to residential end-markets, such as appliance repair and maintenance, pool care and property services. Commercial Peers include companies that provide services primarily to commercial end-markets, such as food services, uniform services, commercial landscaping and other facility maintenance. However, none of the selected companies is identical to Terminix and certain of these companies may have characteristics that are materially different from those of Terminix. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger consideration and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Terminix and the selected companies that could affect the public trading values of each company are also relevant.

As set forth in the table below, for each selected company, Lazard calculated its enterprise value (defined as equity market value, plus debt, lease liabilities, preferred stock and minority interests, less cash and cash equivalents) as a multiple of its EBITDA (defined as estimated earnings before interest, taxes, depreciation and amortization, and adjusted for lease expenses (excluding short-term and variable expenses) for companies reporting in U.S. GAAP) for calendar year 2022 (“EV / 2022 EBITDA”). The EV /

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2022 EBITDA multiple observed for the Pest Control Peer (other than Rentokil Initial) was 24.8x. The median EV / 2022 EBITDA multiple observed for the Residential Peers and the Commercial Peers was 12.3x and 10.8x, respectively.

(U.S. dollars in millions)

Company	Enterprise Value			EV / EBITDA 2022E		EBITDA 2022E
Pest Control Peers
Rollins, Inc.		$	16,571		24.8x		$	669
Rentokil Initial			17,085		17.8x			959
Residential Peers
FirstService Corporation		$	9,507		24.4x		$	390
Frontdoor, Inc.			3,406		10.1x			336
HomeServe plc			4,967		11.0x			452
Leslie’s, Inc.			4,893		13.5x			361
Commercial Peers
ABM Industries Incorporated		$	3,466		6.3x		$	549
Aramark			16,645		11.0x			1,510
BrightView Holdings, Inc.			2,655		8.3x			319
Cintas Corporation			51,022		24.6x			2,077
Ecolab Inc.			72,706		21.4x			3,402
GDI Integrated Facility Services Inc.			1,114		10.7x			105

Market data as of 12/8/2021. Enterprise value includes operating lease liabilities and EBITDA includes operating lease expense (excluding short-term and variable expenses); adjustment is made for comparability with Rentokil Initial financials.

Using its professional judgment and experience, Lazard applied a range of multiples of estimated EV / 2022 EBITDA, derived from the EV / 2022 EBITDA multiples of the selected companies, of 12.0x to 16.0x, to Terminix’s estimated EBITDA for calendar year 2022. This analysis resulted in a range of implied equity value per share of Terminix common stock of $36.80 to $51.20 (rounded to the nearest $0.05), as compared to the implied per share merger consideration of $55.00.

Precedent Transactions Analysis

Lazard reviewed and analyzed, to the extent publicly available, financial information for selected precedent transactions involving companies (i) in the pest control industry and (ii) in the consumer / commercial services industry that Lazard believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis. Terminix is a leading provider of pest and termite management services, thus Lazard’s precedent transaction analysis included transactions with targets largely focused on pest control. Given the limited number of transactions singularly focused on pest control, Lazard expanded its analysis to include relevant transactions in consumer and commercial services. Lazard included consumer and commercial services transactions on the basis of Terminix’s participation in similar services end-markets. These transactions included targets performing services including tree care, landscaping, restoration, cleaning, uniform and facility services.

Although none of the selected precedent transactions or the companies party to such transactions is directly comparable to the transaction or to Terminix, the selected precedent transactions were chosen because certain aspects of the precedent transactions, for purposes of this analysis and based on the professional judgment and experience of Lazard, may be considered similar to the transaction. The analyses necessarily involve complex considerations and judgments concerning differences in financial and

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operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the transaction. The selected precedent transactions reviewed were:

Date Announced

Acquiror

Target

Enterprise
Value

EV / LTM
EBITDA

LTM
EBITDA

Selected Pest Control Transactions

June 2021

EQT AB

Anticimex A/S

$

7,259

25.6x

$

284

November 2019

GIC Private Limited

Anticimex A/S
(10% stake)(*)

395

21.2x

19

January 2019

Rollins, Inc.

Clark Pest Control of
Stockton, Inc.

412

17.0x

24

March 2007

Clayton, Dubilier & Rice

The ServiceMaster
Company

5,316

12.3x

434

Selected Consumer / Commercial Transactions

August 2021

Apax Partners LLP

SavATree, LLC(*)

$

~1,200

~22.0x

$

~55

September 2020

Roark Capital Group Inc.

ServiceMaster Brands

1,553

18.2x

85

March 2019

Blackstone Group Inc.

Servpro Industries Inc.

1,287

20.1x

64

August 2016

Cintas Corporation

G&K Services, Inc.

2,165

14.0x

155

(*)

Transaction included for reference purposes only and excluded from calculations.

For each of the selected precedent transactions, Lazard reviewed the enterprise value of the target company implied by the selected transaction as a multiple of the target company’s EBITDA for the 12 months preceding the announcement date (“EV / LTM EBITDA”). The mean EV / LTM EBITDA multiple observed for the selected pest control transactions was 18.3x. The mean EV / LTM EBITDA multiple observed for the selected consumer / commercial services transactions was 17.4x. Lazard applied a range of EV / LTM EBITDA multiples of 18.0x to 20.0x derived from the selected precedent transactions to Terminix’s EBITDA for the 12 months ending September 30, 2021. This analysis resulted in a range of implied equity value per share of Terminix common stock of $52.60 to $59.15 (rounded to the nearest $0.05), as compared to the implied per share merger consideration of $55.00.

Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of Terminix by calculating, based on the forecasts provided by Terminix’s management, the estimated present value (as of September 30, 2021) of the stand-alone unlevered, after-tax free cash flows that Terminix was forecasted to generate during the fourth quarter of calendar year 2021 and during calendar years 2022 through 2025. Lazard also calculated a range of implied terminal values for Terminix by applying a selected range of perpetuity growth rates of 2.0% to 2.5% to the stand-alone unlevered, after-tax free cash flow attributable to Terminix for calendar year 2025, which range of perpetuity growth rates was selected based on Lazard’s professional judgment and experience, taking into account, among other things, the forecasts provided by Terminix’s management and trends in the overall economy generally and in the industries and sectors in which Terminix operates. The cash flows and range of implied terminal values were then discounted to present value (as of September 30, 2021) using a selected range of discount rates of 7.8% to 8.8% derived based on a weighted average cost of capital calculation.

This analysis resulted in a range of implied equity value per share of Terminix common stock of $42.90 to $56.35 (rounded to the nearest $0.05), as compared to the implied per share merger consideration of $55.00.

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Rentokil Initial Financial Analyses

Comparable Public Companies Analysis

Using public filings and other publicly available information, Lazard compared certain financial information of Rentokil Initial to corresponding financial information for selected publicly traded companies that, based on Lazard’s professional judgment and experience, Lazard considered generally relevant for purposes of analysis. Due to the limited number of comparable publicly traded companies in the pest control industry, for purposes of its analysis, Lazard included companies in the broader residential and commercial services industry. The selected companies used in this analysis were as follows:

Pest Control (collectively, the “Pest Control Peers”)

•

Terminix

•

Rollins, Inc.

Residential Services (collectively, the “Residential Peers”)

•

FirstService Corporation

•

Frontdoor, Inc.

•

HomeServe plc

•

Leslie’s, Inc.

Commercial Services (collectively, the “Commercial Peers”)

•

ABM Industries Incorporated

•

Aramark

•

BrightView Holdings, Inc.

•

Cintas Corporation

•

Ecolab Inc.

•

GDI Integrated Facility Services Inc.

Lazard selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of Rentokil Initial. Like Terminix, Rentokil Initial is a leading provider of pest and termite management services across residential and commercial markets. The Pest Control Peers include large pest and termite control companies providing comparable services to Rentokil Initial across both residential and commercial end-markets. Given the limited number of public companies singularly focused on pest control, Lazard expanded the Rentokil Initial peer set to include residential and commercial service providers focused on services other than pest control. The Residential Services Peers include companies that provide services primarily to residential end-markets, such as appliance repair and maintenance, pool care and property services. The Commercial Services Peers include companies that provide services primarily to commercial end-markets, such as food services, uniform services, commercial landscaping and other facility maintenance.

As set forth in the table below, using its professional judgment and experience, Lazard applied a range of multiples of estimated EV / 2022 EBITDA, derived from the EV / 2022 EBITDA multiples of the selected companies, of 15.0x to 19.0x, to Rentokil Initial’s estimated EBITDA for calendar year 2022.

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(U.S. dollars in millions)

Company	Enterprise Value			EV / EBITDA 2022E		EBITDA 2022E
Pest Control Peers
Rollins, Inc.		$	16,571		24.8x		$	669
Terminix Global Holdings, Inc.			5,508		12.6x			436
Residential Peers
FirstService Corporation		$	9,507		24.4x		$	390
Frontdoor, Inc.			3,406		10.1x			336
HomeServe plc			4,967		11.0x			452
Leslie’s, Inc.			4,893		13.5x			361
Commercial Peers
ABM Industries Incorporated		$	3,466		6.3x		$	549
Aramark			16,645		11.0x			1,510
BrightView Holdings, Inc.			2,655		8.3x			319
Cintas Corporation			51,022		24.6x			2,077
Ecolab Inc.			72,706		21.4x			3,402
GDI Integrated Facility Services Inc.			1,114		10.7x			105

Note: Terminix shown on a consensus basis. Market data as of 12/8/2021. Enterprise value includes operating lease liabilities and EBITDA includes operating lease expense (excluding short-term and variable expenses); adjustment is made for comparability with Rentokil Initial financials.

This analysis resulted in a range of implied equity value per share of Rentokil Initial ordinary shares of £5.15 to £6.70, as compared to the closing price of £6.26 per Rentokil Initial ordinary share on December 8, 2021.

Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of Rentokil Initial by calculating, based on the Terminix management unaudited Rentokil Initial projections, the estimated present value (as of June 30, 2021) of the stand-alone unlevered, after-tax free cash flows that Rentokil Initial was forecasted to generate during the third and fourth quarters of calendar year 2021 and during calendar years 2022 through 2025. Lazard also calculated a range of implied terminal values for Rentokil Initial by applying a selected range of perpetuity growth rates of 2.0% to 2.5% to the stand-alone unlevered, after-tax free cash flow attributable to Rentokil Initial for calendar year 2025, which range of perpetuity growth rates was selected based on Lazard’s professional judgment and experience, taking into account, among other things, the Terminix management unaudited Rentokil Initial projections and trends in the overall economy generally and in the industries and sectors in which Rentokil Initial operates. The cash flows and range of implied terminal values were then discounted to present value (as of September 30, 2021) using a selected range of discount rates of 5.3% to 6.3% derived based on a weighted average cost of capital calculation.

This analysis resulted in a range of implied equity value per share of Rentokil Initial ordinary shares of £4.85 to £7.70 (rounded to the nearest £0.05), as compared to the closing price of £6.26 per Rentokil Initial ordinary share on December 8, 2021.

Implied Exchange Ratio Analysis

Lazard used the implied per share equity value reference ranges derived for Terminix common stock and Rentokil Initial ordinary shares indicated in the selected public companies analysis and the discounted cash flow analyses described above and calculated ranges of implied exchange ratios of Rentokil Initial ordinary shares to Terminix common stock.

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The implied reference range of exchange ratios was determined by (i) using as the low end, the amount calculated by dividing the low end of the implied per share equity value reference range for Terminix (minus the per share cash amount), by the high end of the implied per share equity value reference range for Rentokil Initial and (ii) using as the high end, the amount calculated by dividing the high end of the implied per share equity value reference range for Terminix (minus the per share cash amount) by the low end of the implied per share equity value reference range for Rentokil Initial. This analysis resulted in the following range of implied exchange ratio of Rentokil Initial ordinary shares to Terminix common stock:

Comparable Public Companies Analysis			Discounted Cash Flow Analysis
2.901x – 5.887x					3.125x – 7.042x

Other Analyses

Lazard observed certain additional information that was not considered part of its financial analyses for its opinion but was noted for informational reference for the Terminix board of directors, including the following:

Certain Terminix Financial Analyses

Lazard applied the calculations described above under “— Financial Analyses — Terminix Financial Analyses — Comparable Public Companies Analysis” utilizing the Wall Street equity analysts’ consensus estimates for Terminix in lieu of the forecasts provided by Terminix’s management. This analysis resulted in a range of implied equity value per share of Terminix common stock of $35.85 to $50.00 (rounded to the nearest $0.05), as compared to the implied per share merger consideration of $55.00.

Lazard applied the calculations described above under “— Financial Analyses — Terminix Financial Analyses — Discounted Cash Flow Analysis” utilizing the Wall Street equity analysts’ consensus estimates for Terminix in lieu of the forecasts provided by Terminix’s management. This analysis resulted in a range of implied equity value per share of Terminix common stock of $32.95 to $43.55 (rounded to the nearest $0.05), as compared to the implied per share merger consideration of $55.00.

Present Value of Future Share Price

Lazard performed an illustrative analysis of the implied present value of the future share price of Terminix common stock. Lazard first calculated the theoretical per share equity value of Terminix common stock as of December 31, 2023 by applying a range of next 12 months (“NTM”) multiples of 12.7x to 14.7x to Terminix’s estimated EBITDA for calendar year 2024 (based on the forecasts provided by Terminix’s management). Lazard then calculated the resulting range of implied per share equity values as of December 31, 2023 and discounted that range to present value using a discount rate of 9.4%, which reflects an estimate of Terminix’s cost of equity. This analysis resulted in an implied equity value per share range for Terminix common stock of $46.40 to $53.95 (rounded to the nearest $0.05).

Lazard conducted an illustrative analysis of the implied present value of the future share price of Rentokil Initial ordinary shares. Lazard first calculated the theoretical per share equity value of Rentokil Initial ordinary shares as of December 31, 2023 by applying a range of next NTM multiples of 16.9x to 18.9x to estimated Rentokil Initial EBITDA for calendar year 2024 (based on the Terminix management unaudited Rentokil Initial projections). Lazard then calculated the resulting range of implied per share equity values as of December 31, 2023 and discounted that range to present value using a discount rate of 7.0%, which reflects an estimate of Rentokil Initial’s cost of equity. Lazard also calculated the estimated annual dividend payments before December 31, 2023 and discounted them to present value using a discount rate of 7.0% and included such present values in the implied equity value per share. This analysis resulted in an implied equity value per share range for Rentokil Initial ordinary shares of £6.50 to £7.25 (rounded to the nearest £0.05).

Lazard then calculated an implied exchange ratio reference range by dividing the low end of the implied per share equity value reference range for Terminix (minus the per share cash amount), by the high end of the implied per share equity value reference range for Rentokil Initial, in each case as determined by the present value of future share price analysis described above, and by dividing the high end of the implied

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per share equity value reference range for Terminix (minus the per share cash amount), by the low end of the implied per share equity value reference range for Rentokil Initial, in each case as determined by the present value of future share price analysis described above. This analysis resulted in a range of implied exchange ratio of Rentokil Initial ordinary shares to Terminix common stock of 3.689x to 5.006x.

Lazard also applied the calculations described in this section utilizing the Wall Street equity analysts’ consensus estimates for Terminix in lieu of the forecasts provided by Terminix’s management. This analysis resulted in a range of implied equity value per share of Terminix common stock of $37.60 to $44.20 (rounded to the nearest $0.05) and a range of implied exchange ratio of Rentokil Initial ordinary shares to Terminix common stock of 2.769x to 3.871x.

Analyst Target Prices

Lazard observed price targets for Terminix common stock and Rentokil Initial ordinary shares as reflected in selected publicly available Wall Street equity research reports. Lazard observed that (x) the future price targets for Terminix common stock ranged from $44.00 per share to $65.00 per share, which Lazard discounted to present value based on an illustrative cost of equity of 9.4% to calculate a range of $41.10 per share to $58.10 per share (rounded to the nearest $0.05), and (y) the price targets for Rentokil Initial ordinary shares ranged from £5.10 per share to £6.50 per share.

52-Week Trading Range

Lazard reviewed the range of historical trading prices of shares of Terminix common stock and Rentokil Initial ordinary shares during the 52-week period ended December 8, 2021. Lazard observed that, during this period, (x) the daily closing price of Terminix common stock ranged from $36.30 per share (rounded to the nearest $0.05) (on December 1, 2021) to $55.00 per share (rounded to the nearest $0.05) (on January 13, 2021), and (y) the daily closing price of Rentokil Initial ordinary shares ranged from £4.60 per share (rounded to the nearest £0.05) (on March 4, 2021) to £6.40 per share (on November 12, 2021).

General

In connection with Lazard’s services as a financial advisor to the Terminix board of directors, Terminix agreed to pay Lazard an aggregate fee of $45 million, $5.0 million of which has been paid and the remainder of which is payable contingent upon consummation of the transaction. In addition, Terminix has agreed to reimburse certain of Lazard’s expenses arising, and to indemnify Lazard against certain liabilities that may arise, out of Lazard’s engagement.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In the two-year period prior to the date of Lazard’s opinion, Lazard has provided certain investment banking services to Terminix, for which Lazard received compensation, including having advised Terminix in the sale of ServiceMaster Brands (for which Lazard received aggregate fees of approximately $20 million). In the two-year period prior to the date of Lazard’s opinion, Lazard has not been engaged to provide financial advisory or other services to Rentokil Initial and Lazard has not received any compensation from Rentokil Initial during this period. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of Terminix, Rentokil Initial and certain of their respective affiliates for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of Terminix, Rentokil Initial and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to Terminix because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in particular, as an advisor to companies in Terminix’s sector, as well as its familiarity with the business of Terminix.

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Lazard’s engagement and its written opinion are for the benefit of the Terminix board of directors (in its capacity as such) and its written opinion was rendered to the Terminix board of directors in connection with its evaluation of the transaction. Lazard’s opinion is not intended to and does not constitute a recommendation to any Terminix stockholder as to how such stockholder should vote or act with respect to the transaction or any matter relating thereto.

Certain Terminix Unaudited Prospective Financial Information

While Terminix has from time to time provided a financial outlook to investors with respect to the then-current fiscal year, Terminix has not, as a matter of course, otherwise publicly disclosed longer-term internal projections as to future performance, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, as described under the section of this proxy statement/prospectus entitled “The Merger Proposal — Background of the Transaction,” beginning on page 77, in the ordinary course of business Terminix management prepares a strategy plan, which is periodically updated and reviewed with the Terminix board of directors, that reflects Terminix management’s financial and business outlook for Terminix over a five-year period. As part of Terminix’s annual business review, Terminix management prepared and provided to the Terminix board of directors certain nonpublic, internal financial projections included in the Terminix strategy plan regarding Terminix’s future operations for fiscal years 2021 through 2025, and these projections were reviewed by the Terminix board of directors on September 1, 2021 (as defined earlier, the “September 2021 Terminix management unaudited Terminix projections”). On October 7, 2021, Terminix management provided a copy of the September 2021 Terminix management unaudited Terminix projections to Lazard, and a copy was subsequently made available to Rentokil Initial and its financial advisors, Barclays and Goldman Sachs International.

Later that month, in conjunction with the normal review of Terminix’s financial performance against Terminix’s long-term incentive targets, Terminix management prepared certain updates to the September 2021 Terminix management unaudited Terminix projections to reflect, among other factors, Terminix’s actual financial results for the period from July 1, 2021 through August 31, 2021 (as defined earlier, the “October 2021 Terminix management unaudited Terminix projections”). These results, and the associated estimated effect on future periods, were negatively impacted by lower staffing levels caused by the insourcing of certain national accounts customers as well as an increase in worker mobility during a robust labor market. On October 19, 2021, the October 2021 Terminix management unaudited Terminix projections were provided to Lazard and subsequently reviewed by the Terminix board of directors at its meeting on October 21, 2021.

Thereafter, in December, Terminix management engaged in its regular year-end review of projected near-term financial performance for fiscal years 2021 and 2022, which resulted in certain refinements to the October 2021 Terminix management unaudited Terminix projections for those fiscal years to reflect, among other factors, Terminix’s actual financial results for the period from September 1, 2021 through October 31, 2021. These updated projections were provided to Lazard on December 7, 2021 (and a copy was subsequently made available to Rentokil Initial and Rentokil Initial’s financial advisors, Barclays and Goldman Sachs International) and were reviewed by the Terminix board of directors on December 10, 2021 (as defined earlier, the “December 2021 Terminix management unaudited Terminix projections”).

Terminix directed Lazard to use and rely upon, for purposes of its financial analysis and fairness opinion, the December 2021 Terminix management unaudited Terminix projections for fiscal years 2021 and 2022 and the October 2021 Terminix management unaudited Terminix projections for fiscal years 2023 through 2025. Based on guidance from, and at the direction of, Terminix management, in preparing its analysis and fairness opinion, Lazard added $25 million in operating leases to adjusted EBITDA for each fiscal year over the five-year period to facilitate comparison against Rentokil Initial’s corresponding financial information presented in accordance with IFRS (the “Lazard fairness opinion Terminix management unaudited Terminix projections”).

We refer to the September 2021 Terminix management unaudited Terminix projections, the October 2021 Terminix management unaudited Terminix projections, the December 2021 Terminix management unaudited Terminix projections and the Lazard fairness opinion Terminix management unaudited Terminix projections collectively as the “Terminix management unaudited Terminix projections.”

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In connection with the transaction, Terminix management also reviewed certain unaudited prospective financial information concerning Rentokil Initial on a stand-alone basis contained in publicly available Wall Street research analyst financial forecasts and consensus estimates (and extrapolations therefrom) for the fiscal years ending December 31, 2021 through December 31, 2025. We refer to these unaudited projections as the “Terminix management unaudited Rentokil Initial projections,” and to the Terminix management unaudited Terminix projections and the Terminix management unaudited Rentokil Initial projections, collectively, as the “Terminix management unaudited projections.” The Terminix management unaudited Rentokil Initial projections were provided to the Terminix board of directors in connection with its consideration of the proposed transaction as well as to Lazard, which was directed by Terminix management to use and rely upon the Terminix management unaudited Rentokil Initial projections for purposes of its financial analysis and fairness opinion.

The Terminix management unaudited projections were prepared treating Terminix and Rentokil Initial, respectively, on a stand-alone basis, without giving effect to the proposed transaction, including any impact of the negotiation or execution of the proposed transaction, the expenses that may be incurred in connection with the proposed transaction or the consummation thereof, the potential synergies that may be achieved by the combined company as a result of the proposed transaction, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the proposed transaction, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the transaction. In connection with the proposed transaction, Terminix management prepared pro-forma analyses which were presented to the Terminix board of directors and assumed $175 million of annual pre-tax cost synergies, with 25% of the amount to be achieved during 2022, 75% of the amount to be achieved during 2023, and the full amount to be achieved during 2024 and subsequent years. Terminix management assumed that the aggregate cost of achieving the projected cost synergies would be $175 million, with 25% of the amount to be incurred during 2022, 50% of the amount to be incurred during 2023, and 25% of the amount to be incurred during 2024. These assumed cost synergies including cost to achieve such cost synergies, as defined earlier and which we refer to collectively as the “Terminix management assumed cost synergies,” are not reflected in the Terminix management unaudited projections. The Terminix management assumed cost synergies were provided to Lazard, which was directed by Terminix management to use and rely upon the Terminix management assumed cost synergies for purposes of its financial analysis and fairness opinion.

The Terminix management unaudited projections are being included in this proxy statement/prospectus to give stockholders access to certain non-public information provided to the Terminix board of directors and Terminix’s financial advisor and to Rentokil Initial and its financial advisors. The inclusion of the financial projections by Terminix should not be regarded as an indication that the Terminix board of directors, Terminix, the Rentokil Initial board of directors, Rentokil Initial, Lazard, Barclays or Goldman Sachs International or any other recipient of this information considered, or now considers, them to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

In addition, the Terminix management unaudited projections and the Terminix management assumed cost synergies were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, IFRS or GAAP, but, in the view of Terminix’s management were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Terminix or Rentokil Initial, as applicable. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Terminix management unaudited projections or the Terminix management assumed cost synergies. Although Terminix’s management believes there is a reasonable basis for the Terminix management unaudited projections and the Terminix management assumed cost synergies, Terminix cautions stockholders that future results could be materially different from the Terminix management unaudited projections and the Terminix management assumed cost synergies. This summary of the Terminix management unaudited projections and the Terminix management assumed cost

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synergies is included in this proxy statement/prospectus because the Terminix management unaudited projections and the Terminix management assumed cost synergies were provided to Terminix’s financial advisor and to the Terminix board of directors for purposes of considering and evaluating the transaction and the merger agreement.

The Terminix management unaudited projections and the Terminix management assumed cost synergies are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Terminix management unaudited projections and the Terminix management assumed cost synergies are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Terminix’s management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, trends in the pest control industry, the regulatory environment, competition, and the risks discussed in this proxy statement/prospectus under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 63 and 37, respectively. See also “Where You Can Find Additional Information” beginning on page 328 of this proxy statement/prospectus. The Terminix management unaudited projections and the Terminix management assumed cost synergies also reflect assumptions as to certain business decisions that are subject to change. Because the Terminix management unaudited projections were developed for Terminix on a stand-alone basis without giving effect to the transaction, they do not reflect any synergies that may be realized as a result of the transaction or any changes to Terminix’s or Rentokil Initial’s operations or strategy that may be implemented after completion of the transaction. There can be no assurance that the Terminix management unaudited projections or the Terminix management assumed cost synergies will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which the Terminix management unaudited projections and the Terminix management assumed cost synergies relate, the less predictable and more unreliable the information becomes.

The Terminix management unaudited projections contain certain non-GAAP financial measures that Terminix believes are helpful in understanding its past financial performance and future results. Terminix management regularly uses a variety of financial measures that are not in accordance with GAAP or IFRS for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP or IFRS measures. While Terminix believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze Terminix’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP or IFRS, are not reported by all of Terminix’s or Rentokil Initial’s competitors and may not be directly comparable to similarly titled measures of Terminix’s or Rentokil Initial’s competitors due to potential differences in the exact method of calculation.

None of Terminix, Rentokil Initial, the combined company or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Terminix management unaudited projections or the Terminix management assumed cost synergies, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the Terminix management unaudited projections or the Terminix management assumed cost synergies to reflect circumstances existing after the date the Terminix management unaudited projections or the Terminix management assumed cost synergies were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Terminix management unaudited projections or the Terminix management assumed cost synergies, as applicable, are shown to be in error. Except as required by applicable securities laws, Terminix does not intend to make publicly available any update or other revision to the Terminix management unaudited projections or the Terminix management assumed cost synergies, even in the event that any or all assumptions are shown to be in error. None of Terminix, Rentokil Initial or their affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Terminix stockholder or other person regarding Terminix’s ultimate performance compared to the information contained in the Terminix management unaudited projections or the Terminix management assumed cost synergies or that forecasted results will be achieved. Terminix has made no representation to Rentokil Initial, in the merger agreement or otherwise, concerning the Terminix management unaudited projections or the Terminix management assumed cost synergies.

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The Terminix unaudited prospective financial information included in this document has been prepared by, and is the responsibility of, Terminix management. Neither Deloitte & Touche LLP, KPMG LLP, nor PricewaterhouseCoopers LLP has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, neither Deloitte & Touche LLP, KPMG LLP, nor PricewaterhouseCoopers LLP expresses an opinion or any other form of assurance with respect thereto. Deloitte & Touche LLP, KPMG LLP and PricewaterhouseCoopers LLP disclaim any association with the unaudited prospective financial information included in this document. Deloitte & Touche LLP’s, KPMG LLP’s, and PricewaterhouseCoopers LLP’s reports included in or incorporated by reference in this document relate to previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

The following table presents a summary of the September 2021 Terminix management unaudited Terminix projections that were reviewed by the Terminix board of directors and provided to Lazard, Rentokil Initial and Rentokil Initial’s financial advisors, Barclays and Goldman Sachs International (in each case, except for the estimated capital expenditures).

(U.S. dollars in millions)	2021E			2022E			2023E			2024E			2025E
Revenue		$	2,064		$	2,198		$	2,390		$	2,608		$	2,855
Adjusted EBITDA(1)			387			420			490			569			658
Capital Expenditures			(28)			(30)			(32)			(35)			(39)
Free Cash Flow(2)			211			263			334			390			454

(1)

“Adjusted EBITDA” is defined as net income (loss) before: depreciation and amortization expense; acquisition-related costs; Mobile Bay Formosan termite settlement; fumigation related matters; non-cash stock-based compensation expense; restructuring and other charges; goodwill impairment; amortization of cloud based software; net earnings from discontinued operations; provision for income taxes; loss on extinguishment of debt; and interest expense.

(2)

“Free Cash Flow” is defined as Adjusted EBITDA, less increase in net working capital, less capital expenditures, less interest, less taxes, less restructuring payments, less acquisition-related costs and other operating cash flow items.

The following table presents a summary of the October 2021 Terminix management unaudited Terminix projections that were reviewed by the Terminix board of directors and provided to Lazard.

(U.S. dollars in millions)(1)	2021E			2022E			2023E			2024E			2025E
Revenue		$	2,042		$	2,176		$	2,322		$	2,479		$	2,651
Adjusted EBITDA(2)			384			412			471			535			604
Capital Expenditures			(27)			(30)			(32)			(35)			(39)
Free Cash Flow(3)			197			255			317			362			411

(1)

Excludes the impact of acquisitions in 2023E – 2025E.

(2)

“Adjusted EBITDA” is defined as net income (loss) before: depreciation and amortization expense; acquisition-related costs; Mobile Bay Formosan termite settlement; fumigation related matters; non-cash stock-based compensation expense; restructuring and other charges; goodwill impairment; amortization of cloud based software; net earnings from discontinued operations; provision for income taxes; loss on extinguishment of debt; and interest expense.

(3)

“Free Cash Flow” is defined as Adjusted EBITDA, less increase in net working capital, less capital expenditures, less interest, less taxes, less restructuring payments, less acquisition-related costs and other operating cash flow items.

The following table presents a summary of the December 2021 Terminix management unaudited Terminix projections that were reviewed by the Terminix board of directors and provided to Lazard, Rentokil Initial and Rentokil Initial’s financial advisors, Barclays and Goldman Sachs International.

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(U.S. dollars in millions)	2021E			2022E
Revenue		$	2,046		$	2,164
Adjusted EBITDA(1)			388			420
Capital Expenditures			(23)			(33)
Free Cash Flow(2)			199			232

(1)

“Adjusted EBITDA” is defined as net income (loss) before: depreciation and amortization expense; acquisition-related costs; Mobile Bay Formosan termite settlement; fumigation related matters; non-cash stock-based compensation expense; restructuring and other charges; goodwill impairment; amortization of cloud based software; net earnings from discontinued operations; provision for income taxes; loss on extinguishment of debt; and interest expense.

(2)

“Free Cash Flow” is defined as Adjusted EBITDA, less increase in net working capital, less capital expenditures, less interest, less taxes, less restructuring payments, less acquisition-related costs and other operating cash flow items.

Terminix directed Lazard to use and rely upon, for purposes of its financial analysis and fairness opinion, the December 2021 Terminix management unaudited Terminix projections for fiscal years 2021 and 2022 and the October 2021 Terminix management unaudited Terminix projections for fiscal years 2023 through 2025. Based on guidance from, and at the direction of, Terminix management, in preparing its analysis and fairness opinion, Lazard added $25 million in operating leases to adjusted EBITDA for each fiscal year over the five-year period to facilitate comparison against Rentokil Initial’s corresponding financial information presented in accordance with IFRS. The following table presents a summary of the Lazard fairness opinion Terminix management unaudited Terminix projections.

(U.S. dollars in millions)(1)	2021E			2022E			2023E			2024E			2025E
Revenue		$	2,046		$	2,164		$	2,322		$	2,479		$	2,651
Adjusted EBITDA(2)			413			445			496			560			629
Capital Expenditures			(23)			(33)			(32)			(35)			(39)
Free Cash Flow(3)			199			232			317			361			410

(1)

Excludes the impact of acquisitions in 2023E – 2025E.

(2)

“Adjusted EBITDA” is defined as net income (loss) before: depreciation and amortization expense; acquisition-related costs; Mobile Bay Formosan termite settlement; fumigation related matters; non-cash stock-based compensation expense; restructuring and other charges; goodwill impairment; amortization of cloud based software; net earnings from discontinued operations; provision for income taxes; loss on extinguishment of debt; interest expense; and operating lease expense.

(3)

“Free Cash Flow” is defined as Adjusted EBITDA, less increase in net working capital, less capital expenditures, less interest, less taxes, less restructuring payments, less acquisition-related costs and other operating cash flow items.

The following table presents a summary of the Terminix management unaudited Rentokil Initial projections that were provided by Terminix management to the Terminix board of directors in connection with its consideration of the proposed transaction as well as to Lazard for purposes of its financial analysis and fairness opinion:

(UK pounds sterling in millions)(1)	2021E			2022E			2023E			2024E			2025E
Revenue		£	2,980		£	3,131		£	3,289		£	3,437		£	3,591
Adjusted EBITDA(2)			670			726			774			825			881
Capital Expenditures			(260)			(260)			(270)			(289)			(302)
Free Cash Flow(3)			296			334			370			399			434

(1)

Excludes the impact of acquisition in 2021E – 2025E.

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(2)

“Adjusted EBITDA” is defined as adjusted operating profit, less one-off operating items, plus depreciation and other items.

(3)

“Free Cash Flow” is defined as net cash flow from operating activities, less capital expenditures, and less net additions and disposals of right-of-use assets. Based on financial forecasts and estimates provided by Terminix management.

Listing of Rentokil Initial ADSs

It is a condition to the completion of the transaction that the Rentokil Initial ADSs to be issued in connection with the transaction are approved for listing on the NYSE, subject to official notice of issuance. In addition, it is a requirement that Rentokil Initial receives acknowledgement by the FCA and the LSE that Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to be issued in connection with the transaction shall be admitted to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities. Rentokil Initial must use its reasonable best efforts to cause the Rentokil Initial ADSs to be issued in the transaction as part of the merger consideration to be listed on the NYSE prior to the first effective time. For more information see the sections of this proxy statement/prospectus entitled “The Merger Agreement — Listing of Rentokil Initial ADSs,” beginning on page 140.

Delisting and Deregistration of Terminix Common Stock

If the transaction is completed, Terminix common stock will be delisted from the NYSE and deregistered under the U.S. Exchange Act, and Terminix will no longer be required to file periodic reports with the SEC with respect to Terminix common stock.

Terminix and Rentokil Initial have agreed to cooperate with each other in taking, or causing to be taken, all actions necessary to delist Terminix common stock from the NYSE and to terminate its registration under the U.S. Exchange Act, provided that such delisting and deregistration will not be effective until the first effective time.

Interests of Terminix’s Directors and Executive Officers in the Transaction

In considering the recommendation of the Terminix board of directors to vote in favor of the merger proposal, Terminix stockholders should be aware that Terminix’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Terminix stockholders generally. The Terminix board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated therein, including the merger, and in recommending to Terminix stockholders that the merger agreement be approved. Such interests are described below. The transaction will be a “change in control” for purposes of certain Terminix executive compensation and benefit plans and agreements described below.

Terminix’s named executive officers (“NEOs”) (which includes each of Terminix’s executive officers) for purposes of the discussion below are:

Name			Present Positions
Brett T. Ponton			Chief Executive Officer
Robert J. Riesbeck			Executive Vice President & Chief Financial Officer
David M. Dart			Senior Vice President, Chief Human Resources Officer
Deidre Richardson			Senior Vice President, General Counsel and Secretary
Dion Persson			Senior Vice President, Strategy and Mergers & Acquisitions, and former Interim General Counsel

Anthony DiLucente (former Senior Vice President and Chief Financial Officer) is not included in the discussion below because his employment with Terminix ended upon his retirement on March 31, 2021 and, as such, he is not entitled to any of the payments or benefits described below. Likewise, Kim Scott (former

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Chief Operating Officer) is not included in the discussion below because she resigned her employment with Terminix on September 30, 2021 and, as such, she is not entitled to any of the payments or benefits described below.

Treatment of Outstanding Terminix Equity Awards

Terminix Stock Options

At the first effective time, each outstanding option to purchase shares of Terminix common stock (each, a “Terminix Stock Option”) that is then vested and exercisable will be cancelled in consideration for the right to receive, within 10 business days following the first effective time, an amount (the “Vested Option Consideration”) in cash equal to the product of (x) the excess of (1) the Vested Award Consideration, over (2) the exercise price per share of Terminix common stock subject to such Terminix Stock Option and (y) the number of shares of Terminix common stock subject to such Terminix Stock Option immediately prior to the first effective time, without interest and less applicable withholding taxes. For purposes of this proxy statement/prospectus, “Vested Award Consideration” means the sum of (A) the per share cash amount and (B) the product of the exchange ratio and the Rentokil Initial ADS price.

All other Terminix Stock Options outstanding at the first effective time will at that time be assumed by Rentokil Initial and converted into a stock option award (each an “Assumed Option”) to purchase a number of Rentokil Initial ADSs equal to the number of shares of Terminix common stock underlying the Terminix Stock Option multiplied by the Equity Award Exchange Ratio, rounded down to the nearest whole number of Rentokil Initial ADSs. The exercise price per Rentokil Initial ADS applicable to each Assumed Option will be equal to the exercise price per share of Terminix common stock applicable to such Terminix Stock Option divided by the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Each Assumed Option will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix Stock Option, including any terms and conditions relating to accelerated vesting on a qualifying termination of the holder’s employment in connection with or following the merger. For purposes of this proxy statement/prospectus, “Equity Award Exchange Ratio” means the sum, rounded to four decimal places, equal to (i) the exchange ratio, plus (ii) the quotient of (A) the per share cash amount and (B) the Rentokil Initial ADS price.

Terminix Restricted Stock Unit Awards

At the first effective time, each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests solely based on the passage of time (each, a “Terminix RSU Award”) that is vested as of the first effective time will be cancelled in consideration for the right to receive, within 10 business days following the first effective time, the Vested Award Consideration, without interest and less applicable withholding taxes.

Each unvested Terminix RSU Award will be assumed by Rentokil Initial and will be converted into a restricted stock unit award (each an “Assumed RSU Award”) that settles in a number of Rentokil Initial ADSs equal to (x) the number of shares of Terminix common stock underlying the Terminix RSU Award multiplied by (y) the Equity Award Exchange Ratio. Each Assumed RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix RSU Award, including any terms and conditions relating to accelerated vesting on a qualifying termination of the holder’s employment in connection with or following the merger.

Terminix Performance Stock Unit Awards

At the first effective time, each outstanding restricted stock unit award with respect to shares of Terminix common stock that vests based on the achievement of a combination of time- and performance-based vesting conditions (each, a “Terminix PSU Award”) granted prior to the date of the merger agreement (“Pre-Signing PSU Awards”) will be assumed by Rentokil Initial and converted into a performance stock unit award (each an “Assumed PSU Award”). These Assumed PSU Awards will settle, subject to the achievement of the applicable time-based vesting conditions, in a number of Rentokil Initial ADSs equal to the product of (x) the number of shares of Terminix common stock underlying the Terminix PSU Award (determined by deeming the applicable performance goals to be achieved at the greater of the target level and

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the actual level of achievement through the latest practicable date prior to the first effective time), multiplied by (y) the Equity Award Exchange Ratio, rounded down to the nearest whole number of shares. Each such Assumed PSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award, other than any performance-based vested conditions, including any terms and conditions relating to accelerated vesting on a qualifying termination of employment in connection with or within 24 months following the merger.

Each Terminix PSU Award granted after the date of the merger agreement (under circumstances permitted by the merger agreement) (“Post-Signing PSU Awards”) will be assumed by Rentokil Initial and converted into an Assumed PSU Award that settles, subject to the achievement of the applicable time and performance-based vesting conditions, in a target number of Rentokil Initial ADSs equal to the product of (1) the number of shares of Terminix common stock underlying the Terminix PSU Award (determined by assuming the applicable performance goals to be achieved at target level) multiplied by (2) the Equity Award Exchange Ratio, rounded down to the nearest whole number of shares. Each such Assumed PSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award, including any terms and conditions relating to accelerated vesting on a qualifying termination of employment in connection with or within 24 months following the merger, except that the applicable performance metrics will be adjusted in good faith by Terminix and Rentokil Initial to provide for performance metrics that are based on the combined businesses.

For purposes of the Terminix Equity Awards, the term “qualifying termination of employment” means, after a change in control of Terminix (which the merger will constitute), an employee’s employment is terminated by Terminix without ”cause” or by the employee due to a constructive termination (otherwise referred to as “good reason”). Each such term is defined as follows: “cause” means (a) the participant’s willful and continued failure to perform substantially the participant’s duties with Terminix or any of its subsidiaries (other than any such failure resulting from the participant’s incapacity as a result of physical or mental illness) after a written demand for substantial performance specifying the manner in which the participant has not performed such duties is delivered to the participant by the person or entity that supervises or manages the participant; (b) the participant’s engaging in willful and serious misconduct that is injurious to Terminix or any of its subsidiaries; (c) the participant’s commission of one or more acts of fraud or personal dishonesty resulting in or intended to result in personal enrichment at the expense of Terminix or any of its subsidiaries; (d) the participant’s substantial abusive use of alcohol, drugs or similar substances that, in the sole judgment of Terminix, impairs the participant’s job performance; (e) the participant’s material violation of any Terminix policy that results in harm to Terminix or any of its subsidiaries; or (f) the participant’s indictment for or conviction of (or plea of guilty or nolo contendere to) a felony or of any crime (whether or not a felony) involving moral turpitude; and “good reason” means: (i) a material reduction in the teammate’s position(s), authority or responsibilities that the teammate had immediately prior to the closing; (ii) a material reduction in the teammate’s aggregate (a) target Terminix Annual Incentive Plan (“AIP”) bonus opportunity and (b) annual target long-term equity incentive opportunity, as in effect immediately prior to the closing (for the avoidance of doubt, a reduction by more than ten percent (10%) of the teammate’s aggregate target AIP bonus opportunity and annual target long-term equity incentive opportunity, as in effect immediately prior to the closing, shall constitute a material reduction for purposes of this paragraph); (iii) a material reduction in the teammate’s annual base salary as of immediately prior to the closing; or (iv) material change in the location of teammate’s primary worksite, which will be at least more than 50 miles from teammate’s primary Terminix worksite (excluding, for the avoidance of doubt, any non-permanent remote or non-permanent virtual work location currently used as the teammate’s primary worksite due to the COVID-19 pandemic) immediately prior to the closing.

See the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction — Quantification of Potential Payments and Benefits to Terminix Named Executive Officers in Connection with the Merger” beginning on page 110 for an estimate of the value of each of Terminix’s named executive officer’s unvested Terminix equity awards.

Terminix Director Deferred Share Equivalents

At the first effective time, each outstanding director deferred share equivalent award with respect to shares of Terminix common stock (each, a “Terminix DSE Award”) will be cancelled in consideration for

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the right to receive, within 10 business days following the first effective time, in respect of each share of Terminix common stock subject to such Terminix DSE Award, the Vested Award Consideration, without interest.

Quantification of Payments

For an estimate of the amounts that would be payable to each of Terminix’s executive officers on settlement of their unvested Terminix equity awards, see the section entitled “The Merger Proposal —Interests of Terminix’s Directors and Executive Officers in the Transaction — Quantification of Potential Payments and Benefits to Terminix Named Executive Officers in Connection with the Merger” beginning on page 110 below.

The estimated aggregate amount that would be payable to Terminix non-employee directors in settlement of their currently outstanding Terminix DSE Awards is $1,693,153. This amount was determined using a price per share of Terminix common stock of $43.83, which is the average closing price per share of Terminix common stock as reported on the NYSE over the first five business days following the first public announcement of the transaction on December 14, 2021.

Severance Benefits

Unless modified by separate agreement, and except as described below, upon a termination of employment for any reason, Terminix has no obligation to pay any prospective amounts or provide any benefits to the NEOs. Terminix’s obligations will consist of those obligations accrued at the date of termination, including payment of earned salary, vacation and reimbursement of expenses.

Under the employment agreement entered into by and between Terminix and Mr. Ponton dated September 15, 2020, if Terminix terminates Mr. Ponton’s employment without “cause” or Mr. Ponton terminates his employment for “good reason” (each term as defined in the employment agreement) within 24 months after a change in control of Terminix (which would include the merger), Mr. Ponton would receive: (1) a lump sum payment equal to the sum of (x) two times the executive officer’s annual base salary and (y) two times the executive officer’s annual target cash bonus under the AIP, and (2) a prorated bonus for the year in which his termination occurs through his date of termination. Payments of Mr. Ponton’s severance benefits are subject to Mr. Ponton signing a general release of claims. Mr. Ponton is also subject to covenants not to compete or solicit customers or employees for two years following any termination of employment and an indefinite covenant not to disclose confidential information.

The merger agreement with Rentokil Initial provides for enhanced severance practices and guidelines pursuant to a change in control severance program adopted in connection with the merger covering all employees of Terminix (the “Change in Control Severance Program”). Under this program, in the event of a termination of any of Messrs. Riesbeck, Dart, Persson or Ms. Richardson’s employment without “cause” by Terminix or for “good reason” by the officer (each term as generally defined above) within 12 months after the closing of the merger, such individual would be entitled to receive (i) a lump sum payment equal to two times the sum of the executive officer’s (x) annual base salary and (y) annual target cash bonus under the AIP, each as in effect upon the qualifying termination of employment; (ii) to the extent such qualifying termination occurs on or after July 1 of the given calendar year, a prorated AIP bonus in respect of the year of termination; and (iii) monthly payment of the employer portion of medical continuation coverage (+2%), less the then-active employee medical insurance premium rates for up to 18 months after the qualifying termination of employment. Mr. Ponton is also entitled to such monthly reimbursements equal to the excess of COBRA medical continuation coverage (+2%), less the then-active employee medical insurance premium rates for up to 18 months after his qualifying termination of employment under the Change in Control Severance Program. These payments are subject to the plan participant’s execution without revocation of a general release of claims and observing covenants not to compete and not solicit customers or employees for 24 months after termination of employment.

See the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction — Quantification of Potential Payments and Benefits to Terminix Named Executive Officers in Connection with the Merger” beginning on page 110 for the

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estimated amounts that each of Terminix’s named executive officers would receive under their severance arrangements upon a qualifying termination of employment following a change in control of Terminix.

Bonus Compensation and Other Transaction-Based Payments

Annual Incentive Plan

The merger agreement provides for a lump sum payment, upon closing of the merger, in respect of each of Terminix’s named executive officers’ annual incentive opportunity for the year in which the merger occurs under the AIP. This payment will be in an amount equal to the greater of the AIP bonus that the officer would receive upon the achievement of either target or actual performance metrics under the AIP for the year in which closing occurs, prorated from January 1st to the date of the closing of the merger.

See the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction — Quantification of Potential Payments and Benefits to Terminix Named Executive Officers in Connection with the Merger” beginning on page 110 for the estimated amounts that each of Terminix’s named executive officers would receive under the AIP upon the closing of the merger.

Retention Bonus Awards

In connection with the merger, Terminix and Rentokil Initial agreed that Terminix may provide up to $20 million of cash retention awards (the “Retention Pool”) to Terminix teammates. The retention awards are designed to retain and incentivize the Terminix team as it executes the 2022 operating plan, achieves the consummation of the merger and assists with the integration of the combined company after closing of the transaction. Half of the Retention Pool has been allocated specifically to customer-facing, field operations teammates, and the remainder has been allocated to key back-office teammates, including to the named executive officers detailed below.

Under the merger agreement, the Compensation Committee of the Terminix board of directors is authorized to grant retention awards from the Retention Pool, if any, to Terminix’s executive officers, in an amount not to exceed $13 million in the aggregate. On February 17, 2022, the Compensation Committee approved retention awards from the Retention Pool pursuant to retention agreements with each of the executive officers. The retention agreement for Mr. Ponton provides for a $2.5 million retention award, 40% of which is payable upon consummation of the merger and 60% of which is payable on the later of (i) three months from the date of consummation of the merger or (ii) August 21, 2023. If the merger does not close, 100% of Mr. Ponton’s retention award would be payable on February 21, 2024. The retention agreements for Messrs. Riesbeck, Dart and Persson and Ms. Richardson each provide for a $350,000 retention award, 50% of which is payable upon consummation of the merger and 50% of which is payable on the later of (i) three months after consummation of the merger or (ii) August 21, 2023. If the merger does not close, 100% of the retention awards for Messrs. Riesbeck, Dart and Persson would be payable on August 21, 2023; however, if the merger agreement is terminated in accordance with its terms prior to August 21, 2023, 50% of the retention award to Messrs. Riesbeck, Dart and Persson and Ms. Richardson would be paid within five business days of such termination and 50% would be payable on August 21, 2023. Each of the retention agreements provides that if the named executive officer’s employment is terminated by Terminix without cause after consummation of the merger, the unpaid portion of the retention award will be paid within five business days following the date of termination of employment.

Excise Tax Reimbursement Plan

In connection with the merger, Terminix may implement a plan pursuant to which each named executive officer (among other employees) will be entitled to receive a full or partial reimbursement payment in the event that any payments or benefits provided to such executive officer in connection with the merger become subject to the excise tax pursuant to Section 4999 of the Internal Revenue Code. The reimbursement payments would generally place the executive officers in the same after-tax position as if the excise tax did not apply to them. The aggregate amount of all such reimbursement payments cannot exceed $10 million, with the reimbursement payments to be reasonably allocated in a manner that does not result in a payment being made to any given employee which is disproportionately large when compared to the

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amount by which the employee’s payments subject to the excise tax exceeds the statutorily determined employee-specific threshold of payments below which the excise tax is not imposed. At this time, no named executive officer has been granted any rights to receive any such reimbursement payment, and there is no guarantee that any such payments will be made.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the merger agreement, Terminix’s non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. Such indemnification and insurance coverage is further described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Indemnification and Insurance” beginning on page 158.

Quantification of Potential Payments and Benefits to Terminix Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of Terminix’s named executive officers, that is based on or otherwise relates to the merger and that will or may become payable to the named executive officers at the completion of the merger or on a qualifying termination of employment upon or following the consummation of the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to the Terminix named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of Terminix stockholders. The “named executive officers” are the individuals listed as such in Terminix’s most recent annual proxy statement.

For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105 above.

Certain Assumptions

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Terminix’s named executive officers would receive based on certain assumptions set forth below and in the footnotes to the tables. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below. The ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

•

the relevant price per share of Terminix common stock is $43.83, which is the average closing price per share of Terminix common stock as reported on the NYSE over the first five business days following the first public announcement of the transaction on December 14, 2021;

•

the first effective time as referenced in this section occurs on August 15, 2022, which is the assumed date of the first effective time solely for purposes of the disclosure in this section;

•

the employment of each executive officer of Terminix was terminated by the surviving company without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements and set forth below), in either case immediately following the merger and on the assumed date of the first effective time of August 15, 2022;

•

the named executive officer’s base salary rate and annual target bonus remain unchanged from that in effect as of the date of this filing;

•

the Terminix restricted stock awards, performance unit awards and other awards outstanding as of the date hereof (assuming there is no vesting between the date hereof and August 15, 2022); and

•

each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits.

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	Cash ($)(1)		Equity ($)(2)		Benefits ($)(3)		Tax Reimbursement ($)		Other ($)(4)		Total ($)
Brett T. Ponton		3,900,000		5,921,186		7,727		—		3,106,370		12,935,283
Robert J. Riesbeck		2,405,000		2,169,147		13,746		—		693,610		5,281,503
David M. Dart		1,296,000		1,157,466		19,804		—		501,126		2,974,397
Deidre Richardson		1,312,000		683,047		6,606		—		502,992		2,504,644
Dion Persson		1,440,000		1,749,714		14,022		—		517,918		3,721,653

(1)

Cash. Consists of a lump sum cash severance payment equal to the sum of (x) two times the executive officer’s annual base salary and (y) two times the executive officer’s annual target cash bonus under the AIP, each as in effect upon the qualifying termination of employment. The cash payments described above are “double trigger” and become payable only upon a qualifying termination of employment after a change in control of Terminix under the terms of the applicable arrangement. The amounts shown in this column are based on compensation and target annual bonus levels assumed to be in effect on August 15, 2022, which are the same as those in effect on the date of this proxy statement/prospectus; therefore, if compensation and benefit levels are changed after the date of this proxy statement/prospectus, actual payments to a named executive officer may be different than those provided for above.

(2)

Equity. Reflects (i) the payment for cancellation of all vested, in-the-money Terminix Stock Options at the first effective time, which is a “single trigger” benefit provided to all holders of outstanding Terminix Stock Options and (ii) assumed accelerated vesting of unvested Terminix Stock Options, Terminix RSU Awards and Terminix PSU Awards, which is a “double trigger” benefit provided to all holders of such outstanding Terminix Stock Options, Terminix RSU Awards and Terminix PSU Awards that becomes vested and payable upon a qualifying termination of employment within following a change in control of Terminix. As described above under the heading “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction — Treatment of Outstanding Terminix Equity Awards”, beginning on page 106, the value of the Terminix PSU Awards is estimated by deeming the applicable performance goals achieved for all purposes at the target level of performance.

For further details regarding the treatment of Terminix equity awards in connection with the merger, see “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction — Treatment of Outstanding Terminix Equity Awards” beginning on page 106. The estimated values of such awards are shown in the following table:

	Terminix Stock Options ($)		Terminix RSU Awards ($)		Terminix PSU Awards @100% ($)		Total ($)
Brett T. Ponton		69,969		2,529,385		3,321,832		5,921,186
Robert J. Riesbeck		0		1,180,999		988,147		2,169,147
David M. Dart		134,869		350,991		671,607		1,157,466
Deidre Richardson		0		522,366		160,681		683,047
Dion Persson		428,940		470,296		850,477		1,749,714

(3)

Benefits. The “Benefits” column reflects the monthly reimbursements equal to the excess of COBRA medical continuation coverage (+2%), less the then-active employee medical insurance premium rates for up to 18 months after the qualifying termination of employment. The cash payments described above are “double trigger” and become payable only upon a qualifying termination of employment after a change in control of Terminix under the terms of the applicable arrangement.

(4)

Other. The “Retention Bonus” column below reflects retention bonus awards granted to the named executive officers, of which the following percentages are payable in connection with the closing of the merger: (a) for Mr. Ponton, 40% of which is payable upon closing of the merger and 60% of which is payable on the later of (i) three months from the date of closing of the merger or (ii) August 21, 2023; and (b) for Messrs. Riesbeck, Dart, Persson and Ms. Richardson, 50% of which is payable upon closing of

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the merger and 50% of which is payable on the later of (i) three months after the closing of the merger or (ii) August 21, 2023. If any of the named executive officers are terminated without cause after the closing of the merger and prior to the payment date described in clause (ii) above, the unpaid portion of the retention bonus is immediately paid. The portions of the retention bonuses payable on the closing of the merger are “single trigger” benefits, and the portions of the retention bonuses payable upon such termination of employment are “double trigger” benefits. The “Pro-Rata 2022 Bonus” column reflects payment of each named executive officer’s AIP bonus amount equal to the greater of the AIP bonus that the officer would receive upon the achievement of either target or actual performance metrics under the AIP for the year in which closing occurs, prorated from January 1 to the date of closing of the merger. For the purposes of illustration, the amounts in the table below are calculated as of August 15, 2022. This payment will be made at closing, and is a “single trigger” benefit.

	Retention Bonus ($)		Pro-Rata 2022 Bonus ($)		Total ($)
Brett T. Ponton		2,500,000		606,370		3,106,370
Robert J. Riesbeck		350,000		343,610		693,610
David M. Dart		350,000		151,126		501,126
Deidre Richardson		350,000		152,992		502,992
Dion Persson		350,000		167,918		517,918

Accounting Treatment of the Transaction

The transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS under IFRS 3, Business Combinations, referred to as IFRS 3. IFRS requires that one of the two companies in a transaction be designated as the acquirer for accounting purposes based on the evidence available. Rentokil Initial will be treated as the acquiring entity for accounting purposes. In identifying Rentokil Initial as the acquiring entity for accounting purposes, Rentokil Initial and Terminix took into account the relative voting rights of all equity instruments, the intended composition of the governing body and senior management of the combined company and the size of each of the companies. In assessing the size of each of the companies, Rentokil Initial and Terminix management evaluated various metrics, including, but not limited to, revenue, profit before taxation, total assets and market capitalization. Accordingly, Rentokil Initial will record assets acquired, including identifiable intangible assets, and liabilities assumed from Terminix at their respective fair values at the date of completion of the transaction. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill.

The financial condition and results of operations of Rentokil Initial after completion of the transaction will reflect Terminix after completion of the transaction, but will not be restated retroactively to reflect the historical financial condition or results of operations of Terminix. The earnings of Rentokil Initial following the completion of the transaction will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets, including certain trademarks, and goodwill will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, Rentokil Initial determines that tangible or intangible assets (including goodwill) are impaired, Rentokil Initial would record an impairment charge at that time.

Regulatory Approvals Required for the Transaction

General

As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the terms and conditions of the merger agreement, Rentokil Initial and Terminix have each agreed to use their respective reasonable best efforts to obtain all regulatory approvals required to complete the transaction. This includes (i) preparing and filing as promptly as practicable with any governmental authority or other

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third party all documentation to effect all filings necessary to complete the transaction and other transactions contemplated by the merger agreement, (ii) using reasonable best efforts to obtain, as promptly as practicable, and thereafter maintain, all consents from any governmental authority or other third party that are necessary, proper or advisable to consummate the transaction or other transactions contemplated by the merger agreement, and complying with the terms and conditions of each consent, (iii) cooperating with the other parties to the merger agreement in their efforts to comply with their obligations under the merger agreement, including in seeking to obtain as promptly as practicable any consents necessary, proper or advisable to complete the transaction or other transactions contemplated by the merger agreement and (iv) defending any lawsuit or other legal proceeding, whether judicial or administrative, brought by any governmental authority or third party challenging the merger agreement or seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of the transaction or any of the other transactions contemplated by the merger agreement and contesting any order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of the transaction or any of the other transactions contemplated by the merger agreement. Without limiting the generality of the undertakings set forth above, Rentokil Initial, Terminix and their respective subsidiaries are required to take, or cause to be taken, all actions, and must do or cause to be done, all things necessary, proper or advisable to eliminate each and every impediment under any antitrust or foreign investment law that is asserted by any governmental authority, obtain the consent or cooperation of any other person and permit and cause the satisfaction of the conditions to closing regarding the receipt of required regulatory approvals, in each of the foregoing cases, to permit the closing to occur as promptly as reasonably practicable and in any event prior to the end date. However, Rentokil Initial and its subsidiaries will not be required to propose, negotiate, commit to, effect or agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, or other disposition of (i) businesses, assets, properties, or product lines of Terminix, Rentokil Initial, or any of their respective subsidiaries, or any combination thereof, that in the aggregate generated total revenues in excess of an amount equal to 12.8% of Terminix’s total revenues, in each case, in the 12-month period ending December 31, 2020 (subject to certain exceptions) or (ii) any rights to use or under any intellectual property rights related to the Terminix name or logo (subject to certain exceptions). For more information on these obligations, see the sections of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” and “The Merger Agreement — Efforts to Consummate the Transaction” beginning on pages 141 and 154, respectively.

Department of Justice, Federal Trade Commission and Other Antitrust Authorities

Under the HSR Act, certain transactions, including the transaction, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a pre-merger notification with the FTC and the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period.

Each of Rentokil Initial and Terminix filed its respective HSR Act notification and report with respect to the transaction on January 10, 2022. Following informal discussions with the FTC staff, Rentokil Initial notified the FTC that it elected to withdraw and refile its notification and report form under the HSR Act prior to expiration of the initial waiting period to give the FTC additional time to review the proposed transaction. Rentokil Initial’s notification and report form was withdrawn effective as of February 9, 2022, and Rentokil Initial refiled its notification on February 11, 2022, commencing a new 30-calendar-day waiting period under the HSR Act. The applicable HSR Act waiting period expired on March 14, 2022.

At any time before or after the transaction is completed, the FTC or DOJ could take action under U.S. antitrust laws in opposition to the transaction, including seeking to enjoin completion of the transaction, condition approval of the transaction upon the divestiture of assets of Rentokil Initial, Terminix or their respective affiliates or impose restrictions on Rentokil Initial’s post-transaction operations. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take such action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin completion of the transaction or permitting completion subject to regulatory concessions or conditions. Private parties also may seek to take legal action under the antitrust laws under some circumstances.

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Timing; Challenges by Governmental and Other Entities

There can be no assurance that any of the governmental or other entities described above, including the DOJ, FTC, U.S. state attorneys general, foreign regulators and private parties, will not challenge the transaction on antitrust, competition, or foreign investment grounds and, if such a challenge is made, there can be no assurance as to its result.

Subject to certain conditions, if the transaction is not completed on or before the end date (as it may be extended in accordance with the merger agreement), either Rentokil Initial or Terminix may terminate the merger agreement. For more information, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 160.

Litigation Related to the Transaction

On March 25, 2022, in connection with a previously filed complaint on October 20, 2020, Bruce-Terminix Company, a licensee of Terminix (“Bruce”), filed the Bruce Lawsuit against Terminix and The Terminix International Company Limited Partnership, a subsidiary of Terminix. The original complaint generally alleged, among other things, that certain subsidiaries of Terminix violated the non-compete restriction under the licensee’s license agreement and the North Carolina Unfair and Deceptive Trade Practices Act. As supplemented, the Bruce Lawsuit further generally alleges, among other things, that a Rentokil Initial subsidiary currently competes in the licensee’s territory and that the transaction would violate the non-compete restriction under the licensee’s license agreement. The Bruce Lawsuit also alleges, among other things, that Bruce would suffer irreparable harm from purported competition with Rentokil Initial should the transaction be consummated, and seeks, among other things, injunctive relief enjoining the defendants from merging with Rentokil Initial so long as Rentokil Initial owns pest control companies with locations within Bruce’s service area and from disclosing to Rentokil Initial certain confidential or proprietary information of the Company. On August 1, 2022, the court denied Bruce’s motion for a preliminary injunction to enjoin the transaction. Terminix believes that the claims asserted in the Bruce Lawsuit are without merit.

In connection with the transaction, three complaints have been filed by purported Terminix stockholders against Terminix and its directors, and one draft complaint has been sent to Terminix. The complaints are captioned Ferreiro v. Terminix Global Holdings, Inc., et al., No. 1:22-cv-04987 (S.D.N.Y.); Justice v. Terminix Global Holdings, Inc., et al., No. 1:22-cv-05519 (S.D.N.Y.); and Baker v. Terminix Global Holdings, Inc., et al., No. 1:22-cv-05524 (S.D.N.Y.). The draft complaint is captioned Paxton v. Terminix Global Holdings, Inc., et al. and does not specify any court. The complaints and draft complaint generally allege that the preliminary registration statement filed with the SEC on June 7, 2022 omitted certain allegedly material information in connection with the transaction in violation of federal proxy laws, and one of the complaints further alleges that the Terminix directors further breached their fiduciary duties in connection with the transaction and that Terminix aided and abetted that breach. The lawsuits seek various remedies, including: enjoining the consummation of the transaction; rescission of the transaction, or rescissory damages in the event the transaction is consummated without the allegedly material disclosures; declaring the merger agreement unenforceable; directing dissemination of additional allegedly material disclosures; declaring that Terminix and its directors violated federal proxy laws; awarding plaintiffs costs and an allowance for attorneys’ and experts fees; and an accounting to the plaintiffs for any damages allegedly suffered. Given the early stage of the proceedings, it is impossible to predict the outcome or to estimate possible loss or range of loss. Rentokil Initial and Terminix believe that the claims asserted in the complaints and draft complaint are without merit.

Appraisal or Dissenters’ Rights

General

If you hold one or more shares of Terminix common stock, you may be entitled to appraisal rights under Delaware law and have the right to dissent from the transaction, have your shares appraised by the Delaware Court of Chancery and receive the “fair value” of such shares (exclusive of any element of value arising from the accomplishment or expectation of the transaction) as of the completion of the transaction in place of the merger consideration, as determined by such court, if you strictly comply with the procedures

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specified in Section 262 of the DGCL, subject to certain limitations under the DGCL. Any such Terminix stockholder awarded “fair value” for their shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration. The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, the full text of which is attached as Annex C to this proxy statement/prospectus. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the holder of record of shares of Terminix common stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL.

Under Section 262 of the DGCL, Terminix, not less than 20 days prior to the Terminix special meeting, must notify each stockholder who was a Terminix stockholder on the record date for notice of the Terminix special meeting and who is entitled to exercise appraisal rights, that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement/prospectus constitutes the required notice to Terminix stockholders that appraisal rights are available in connection with the transaction. A holder of Terminix common stock who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and the full text of Section 262 of the DGCL as Annex C to this proxy statement/prospectus carefully. Failure to comply timely and properly with the requirements of Section 262 of the DGCL may result in the loss of appraisal rights. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration.

How to Exercise and Perfect Your Appraisal Rights. If you are a Terminix stockholder wishing to exercise the rights to seek an appraisal of your shares, you must do ALL of the following:

•

you must not vote in favor of the adoption of the merger agreement. A proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement; if you vote by proxy and wish to exercise your appraisal rights, you must vote against the adoption of the merger agreement or abstain from voting your shares;

•

you must deliver to Terminix a written demand for appraisal of your shares before the vote on the adoption of the merger agreement at the Terminix special meeting and such demand must reasonably inform Terminix of your identity and your intention to demand appraisal of your shares of Terminix common stock;

•

you must continuously hold the shares from the date of making the demand through the completion of the transaction. You will lose your appraisal rights if you transfer such shares before the completion of the transaction; and

•

you or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of such shares within 120 days after the completion of the transaction. The surviving company is under no obligation to file any such petition in the Delaware Court of Chancery and has no intention of doing so. Accordingly, it is the obligation of the Terminix stockholders to initiate all necessary action to perfect their appraisal rights in respect of shares of Terminix common stock within the time prescribed in Section 262 of the DGCL.

Voting, electronically at the Terminix special meeting or by proxy, against, abstaining from voting on or failing to vote on the adoption of the merger agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

Who May Exercise Appraisal Rights. Only a holder of record of shares of Terminix common stock issued and outstanding at the time a demand for appraisal is made and that continue to be issued and outstanding and held of record by such holder immediately prior to the completion of the transaction may assert appraisal rights for the shares of Terminix common stock registered in that holder’s name. A demand for appraisal must be executed by or on behalf of the stockholder of record, fully and correctly, as the stockholder’s name appears on the stock certificates (or in the stock ledger). The demand for appraisal must reasonably inform Terminix of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its common stock. Beneficial owners who do not also hold their shares of common stock

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of record may not directly make appraisal demands to Terminix. The beneficial holder must, in such cases, have the owner of record, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of common stock of record. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Terminix common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Terminix common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Terminix common stock as to which appraisal is sought. Where no number of shares of Terminix common stock is expressly mentioned, the demand will be presumed to cover all shares of Terminix common stock held in the name of the record owner.

IF YOU HOLD YOUR SHARES IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT YOUR APPRAISAL RIGHTS.

If you own shares of Terminix common stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal must be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the record owner. If you hold shares of Terminix common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Terminix Global Holdings, Inc.
150 Peabody Place
Memphis, Tennessee 38103
Attention: Corporate Secretary

Rentokil Initial’s Actions After the Completion of the Transaction. If the transaction is completed, the surviving company will give written notice of the completion of the transaction to you within 10 days after the completion of the transaction if you did not vote in favor of adoption of the merger agreement and you made a written demand for appraisal in accordance with Section 262 of the DGCL. At any time within 60 days after the completion of the transaction, if you have not commenced an appraisal proceeding or joined such a proceeding as a named party, you have the right to withdraw the demand and to accept the merger consideration in accordance with the merger agreement for your shares of Terminix common stock. Within 120 days after the completion of the transaction, but not later, either you, provided you have complied with the requirements of Section 262 of the DGCL, or the surviving company may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving company in the case of a petition filed by you, demanding a determination of the fair value of the shares of Terminix common stock held by all dissenting stockholders who are entitled to appraisal rights. The surviving company is under no obligation to file an appraisal petition and has no intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the completion of the transaction, provided you have complied with the provisions of Section 262 of the DGCL, you will be entitled to receive from the surviving company, upon your written request, a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Terminix has received demands for appraisal, and the aggregate number of holders of those shares. The surviving company must mail this statement to you within

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the later of 10 days of receipt of the request or 10 days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of Terminix common stock held in a voting trust or by a nominee on your behalf you may, in your own name, file an appraisal petition or request from the surviving company the statement described in this paragraph. As noted above, however, a demand for appraisal may only be made by or on behalf of a holder of record of shares of Terminix common stock. If a petition for appraisal is duly filed by you or another record holder of Terminix common stock who has properly exercised his or her appraisal rights in accordance with the provisions of Section 262 of the DGCL, the surviving company will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the office of the Register in Chancery in which the petition was filed with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing on the petition by registered or certified mail to the surviving company and to the stockholders shown on such duly verified list at the addresses therein stated. Such notice will also be published at least one week before the day of the hearing in at least one newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Delaware Court of Chancery. The costs of these notices are borne by the surviving company. The Delaware Court of Chancery will then determine which stockholders are entitled to appraisal rights and may require the stockholders demanding appraisal who hold certificated shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and the Delaware Court of Chancery may dismiss from the proceedings any stockholder who fails to comply with this direction. If immediately before a merger the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Delaware Court of Chancery shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the transaction for such total number of shares exceeds $1 million or (3) the merger was approved pursuant to Section 253 or 267 of the DGCL. The Terminix common stock is listed on the NYSE and therefore this provision may be applicable in respect thereof, to the extent that Terminix common stock continues to be listed on the NYSE until immediately before the transaction.

After determination of the stockholders entitled to appraisal of their shares of Terminix common stock, the appraisal proceeding will be conducted as to the shares of Terminix common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Terminix common stock at the completion of the transaction held by dissenting stockholders who have properly exercised his, her or its appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the transaction, together with interest, if any, to be paid. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the completion of the transaction through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the completion of the transaction and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving company may pay to each Terminix stockholder entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such Terminix stockholder), in which case interest shall accrue after such payment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. When the fair value is determined, the Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving company to the Terminix stockholders entitled thereto. Payment will be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and in the case of holders of shares of Terminix common stock represented by certificates upon the surrender to the surviving company of such stockholder’s certificates.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any

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techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the transaction which throw any light on future prospects of the combined company. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the [transaction].” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. The fair value of shares of Terminix common stock as determined under Section 262 of the DGCL could be greater than, the same as, or less than the value of the merger consideration.

Rentokil Initial does not anticipate offering more than the per share merger consideration to any Terminix stockholder exercising appraisal rights and reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Terminix common stock is less than the per share merger consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the effective date of the transaction or, assuming the shares of Terminix common stock remain listed on a national securities exchange immediately before the transaction, if neither of the ownership thresholds above has been satisfied, then all Terminix stockholders will lose the right to an appraisal, and will instead receive the per share merger consideration described in the merger agreement, without interest thereon, less any withholding taxes.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may allocate those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Each Terminix stockholder party to the appraisal proceeding is responsible for its own attorneys’ fees and expert witnesses’ fees and expenses, although, upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Terminix common stock entitled to appraisal.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you may not, on or after the effective date of the transaction, vote the shares of Terminix common stock subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Terminix common stock as of a record date prior to the effective date of the transaction.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party, you may withdraw a demand for appraisal and accept the merger consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the merger to the surviving corporation, except that any attempt to withdraw made more than 60 days after the effective date of the merger will require written approval of the surviving corporation, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any Terminix stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the transaction within 60 days after the effective date of the transaction. If you fail to perfect, successfully withdraw your demand for appraisal, or

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otherwise lose your appraisal rights, your shares of Terminix common stock will be converted into the right to receive the per share merger consideration, without interest thereon, less any withholding taxes.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of your appraisal rights. In that event, you will be entitled to receive the per share merger consideration for your shares of Terminix common stock in accordance with the merger agreement. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Terminix stockholder and are considering exercising your appraisal rights under the DGCL, you are urged to consult your own legal and financial advisor.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES COMPLIANCE WITH THE PREREQUISITES OF SECTION 262 OF THE DGCL. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU ARE URGED TO CONSULT WITH YOUR OWN LEGAL AND FINANCIAL ADVISORS IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

Restrictions on Resales of Rentokil Initial ADSs Received in the Transaction

The Rentokil Initial ADSs to be issued in connection with the transaction will be registered under the U.S. Securities Act and will be freely transferable under the U.S. Securities Act and the U.S. Exchange Act, except for Rentokil Initial ADSs issued to any shareholder who may be deemed to be an “affiliate” of Rentokil Initial for purposes of Rule 144 under the U.S. Securities Act. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under the common control with Rentokil Initial and may include the executive officers, directors and significant shareholders of Rentokil Initial. This proxy statement/prospectus does not cover resale of Rentokil Initial ADSs received by any person upon completion of the transaction, and no person is authorized to make use of this proxy statement/prospectus in connection with any such resale.

The Rentokil Initial Debt Financing

Overview

In order to provide financing certainty for the transaction, on December 13, 2021 Rentokil Initial obtained bridge facility commitments in an aggregate principal amount of $2,700 million from Barclays Bank PLC. On February 25, 2022 such commitments were terminated and replaced with bridge and term facility commitments having an original aggregate principal amount of $2,700 million consisting of (i) “Facility A”, a bridge facility having an original aggregate principal amount of $2,000 million, which has since been terminated in full as described below and (ii) “Facility B”, a term facility having an original aggregate principal amount of $700 million (collectively, the “Financing Commitments”) provided by a syndicate of banks. On March 25, 2022, an amendment letter was entered into in respect of the Financing Commitments in order to conform the duration of the Financing Commitments to the end date in the merger agreement. On May 25, 2022, an amendment letter was entered into in respect of the Financing Commitments in order to permit the Termination Date of Facility A to be extended to 1 April 2024.

On June 27, 2022, Rentokil Initial and its subsidiary issued (i) senior unsecured notes due June 27, 2027 in an aggregate principal amount of €850 million, (ii) senior unsecured notes due June 27, 2030 in an aggregate principal amount of €600 million and (iii) senior unsecured notes due June 27, 2032 in an aggregate principal amount of £400 million, in each case pursuant to Rentokil Initial’s Euro Medium Term Note Programme (the “New Senior Notes”). Following the issuance of the New Senior Notes, on June 30, 2022, Rentokil Initial terminated the Financing Commitments in respect of Facility A. The proceeds of the New Senior Notes have been converted to $2,000 million using hedging instruments.

The proceeds of Facility B and the New Senior Notes are intended to be used to pay the merger consideration, certain costs and expenses in connection therewith and for the refinancing of indebtedness of Terminix and its subsidiaries.

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Facility B

Rentokil Initial is the borrower under Facility B. Facility B will mature on the third anniversary of the date of utilization. Facility B contains standard conditions precedent including, among others, corporate authorizations and confirmations relating to the closing of the transactions.

The interest rate for loans borrowed pursuant to Facility B is a benchmark rate based on the secured overnight financing rate for U.S. dollars plus a margin determined pursuant to a ratings-based pricing grid that ranges between 0.50% per annum and 1.00% per annum. Certain customary commitment, arrangement and agency fees are payable in respect of the Financing Commitments.

Facility B is (i) prepayable at the option of Rentokil Initial without penalty or premium (other than customary breakage payments) upon customary terms and (ii) required to be prepaid in certain customary circumstances, including in the case of illegality or upon change of control. Facility B does not amortize.

Facility B includes representations and warranties and undertakings that are customary for financings of this type. In particular, Rentokil Initial is required to comply with customary information undertakings to deliver financial statements, compliance certificates, certain documents distributed to shareholders and information pertaining to certain litigation, defaults, changes in credit rating or relating to the transactions contemplated by the merger agreement. Rentokil Initial is also required to comply with, and ensure that its subsidiaries comply with, general undertakings that restrict the ability of members of the Rentokil Initial group, subject to certain enumerated exceptions, to grant security interests, incur indebtedness (in the case of certain members of the Rentokil Initial group), make disposals or asset sales, make extensions of credit, become liable with respect to certain trade instruments, change the nature of its business or enter into certain fundamental transactions of amalgamation, merger or reconstruction. There are no financial performance maintenance covenants. Upon the occurrence of certain events of default, Rentokil Initial’s obligations under Facility B may, subject to certain limitations during a customary “certain funds” period, be accelerated and the lending commitments terminated. Events of default include failure to pay, failure to comply with undertakings (after expiration of a grace period in the case of a failure capable of cure), inaccuracy of representations in a material respect (after expiration of a grace period in the case of misrepresentations capable of cure), cross-default to certain other financial indebtedness of Rentokil Initial and its subsidiaries, insolvency events, repudiation by Rentokil Initial and any event or series or events that has a “material adverse effect” on the ability of Rentokil Initial to perform its obligations under the facilities or on the validity or enforceability of the documentation in respect thereof.

Facility B is provided by: Banco Santander S.A., London Branch; Bank of America Europe Designated Activity Company; Barclays Bank PLC; BNP Paribas; BNP Paribas Fortis SA/NV; HSBC UK Bank plc; ING Bank N.V., London Branch; Mizuho Bank, Ltd; Skandinaviska Enskilda Banken AB (publ); Standard Chartered Bank; Bank of China Limited, London Branch; JPMorgan Chase Bank, N.A., London Branch; The Bank of Nova Scotia, London Branch; United Overseas Bank Limited, London Branch; Fifth Third Bank, National Association; and Wells Fargo Bank, N.A., London Branch.

New Senior Notes

Rentokil Initial is the issuer of the senior unsecured notes due June 27, 2032 in an aggregate principal amount of £400 million (the “2032 Notes”), and is the guarantor of the senior unsecured notes due June 27, 2027 in an aggregate principal amount of €850 million (the “2027 Notes”), and the senior unsecured notes due June 27, 2030 in an aggregate principal amount of €600 million (the “2030 Notes”), each of which were issued by Rentokil Initial Finance B.V.

The interest rates for the 2027 Notes, the 2030 Notes and the 2032 Notes are 3.875% per annum, 4.375% per annum and 5.000% per annum respectively. Each of the New Senior Notes have very similar terms, each containing a negative pledge given by the relevant issuer and Rentokil Initial (as guarantor) that for so long as any of the New Senior Notes remain outstanding, neither the relevant issuer nor Rentokil Initial (as guarantor) will, and Rentokil Initial will procure that none of its subsidiaries will, create or permit to subsist any mortgage, lien, pledge or other charge (each a “Security Interest”) upon, or with respect to, any of its present or future business, undertaking, assets or revenues to secure any existing or future relevant indebtedness of any person or any guarantee or indemnity given in respect thereof, unless simultaneously

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with, or prior to, the creation of such Security Interest, the New Senior Notes, the guarantee and the trust deed relating to the New Senior Notes are secured equally and rateably by such Security Interests. This negative pledge shall not apply with regards to a Security Interest provided by or in respect of a company becoming a subsidiary of Rentokil Initial after the issue date, or where such Security Interest exists at the time that company becomes a subsidiary of Rentokil Initial (provided it was not created in contemplation of that company becoming such a subsidiary and the principal amount secured is not subsequently increased).

Each of the New Senior Notes may be repaid early in a number of circumstances and for a number of customary reasons, including (i) if the relevant issuer is obliged to pay additional amounts in respect of the relevant series of New Senior Notes pursuant to their terms as a result of a change in, or amendment to, or in the application or official interpretation of, UK tax law or regulation, (ii) if the relevant issuer or guarantor defaults on its obligations under the relevant series of New Senior Notes or in certain other circumstances described as ‘events of default’ in the terms and conditions of such series, (iii) if the relevant issuer chooses to exercise its right to redeem the relevant series of New Senior Notes, or (iv) if, during the life of the New Senior Notes, another company of person takes over, or otherwise assumes control of, Rentokil Initial and such change of control had a negative impact on the credit ratings assigned to the New Senior Notes and the noteholder exercises its option to require the relevant issuer to redeem or repay early the relevant series of New Senior Notes.

Each of the New Senior Notes may also be redeemed (in whole but not in part) by the relevant issuer upon expiry of the requisite period of notice at the acquisition event early redemption amount specified in the applicable pricing supplement together with accrued interest, if the transaction is not completed on or before 13 March 2023 or Rentokil Initial publicly announces on or before 13 March 2023 that it no longer intends to pursue the transaction.

The proceeds of the New Senior Notes are available to be used by Rentokil Initial for general corporate purposes.

All descriptions in this proxy statement/prospectus of the terms and conditions of the Financing Commitments are qualified by reference to the Bridge and Term Facilities Agreement, attached as Exhibit 10.3, and the amendments to the Bridge and Term Facilities Agreement, attached as Exhibit 10.4 and Exhibit 10.5 (as amended, the “Bridge and Term Facilities Agreement”), to the registration statement of which this proxy statement/prospectus constitutes a part. All descriptions in this proxy statement/prospectus of the terms and conditions of the New Senior Notes are qualified by reference to the Ninth Supplemental Trust Deed, attached as Exhibit 4.5 (the “Ninth Supplemental Trust Deed”), to the registration statement of which this proxy statement/prospectus constitutes a part. The reader is urged to refer to the Bridge and Term Facilities Agreement and the related amendments and the Ninth Supplemental Trust Deed for the definitive terms of the Financing Commitments and the New Senior Notes, respectively.

Material U.S. Federal Income Tax Consequences

The following discussion is a general summary based on present law of certain U.S. federal income tax considerations that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of exchanging their shares of Terminix common stock for the merger consideration pursuant to the transaction and to U.S. Holders of holding and disposing of Rentokil Initial ADSs received in the transaction. This discussion is based upon the Code, U.S. Treasury regulations promulgated under the Code (which we refer to as the “Treasury Regulations”), judicial authorities and published positions of the Internal Revenue Service (“IRS”), all as currently in effect, and all of which are subject to change or differing interpretations possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein. This discussion will not be binding on the IRS or the courts, and neither Rentokil Initial nor Terminix intends to obtain a ruling from the IRS with respect to the tax consequences described herein. Consequently, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the conclusions set forth in this discussion.

This discussion is for general information purposes only and is not a complete description of all tax considerations that may be relevant to holders of Terminix common stock; it is not a substitute for tax advice. It applies only to holders that hold their shares of Terminix common stock, and will hold the Rentokil Initial ADSs received in the transaction, as capital assets within the meaning of Section 1221(a) of the

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Code (generally, property held for investment) and that use the U.S. dollar as their functional currency. In addition, it does not describe all of the U.S. federal income tax considerations that may be relevant to a holder of Terminix common stock in light of such holder’s particular circumstances, nor does it apply to holders subject to special rules under the U.S. federal income tax laws, such as banks or other financial institutions, insurance companies, tax-exempt entities and organizations, dealers or brokers, traders in securities that elect the mark-to-market method of accounting, governmental agencies or instrumentalities, mutual funds, regulated investment companies, real estate investment trusts, partnerships and other pass-through entities (including S-corporations) and investors therein, U.S. expatriates, pension funds, individual retirement and other deferred accounts, “controlled foreign corporations, “passive foreign investment companies,” “personal holding companies,” persons liable for the alternative minimum tax, persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement,” persons that directly, indirectly or constructively, own or at any time during the five year period ending on the closing date owned, 5% or more of the total combined voting power of Terminix’s or Rentokil Initial’s voting stock or of the total value of Terminix’s or Rentokil Initial’s equity interests, persons who received their shares of Terminix common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan, holders of Terminix common stock who exercise appraisal rights, U.S. Holders that hold their shares of Terminix common stock, or who will hold the Rentokil Initial ADSs, in connection with a permanent establishment or fixed base outside the United States, or holders that hold their shares of Terminix common stock or Rentokil Initial ADSs as part of a hedge, straddle, conversion, constructive sale or other integrated or risk reduction financial transaction. This summary also does not address any considerations relating to U.S. federal taxes other than income tax (such as estate or gift taxes), any U.S. state or local or non-U.S. tax laws or considerations, the Medicare tax on net investment income, any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and any intergovernmental agreements entered in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), or, except as expressly addressed below, any reporting requirements.

As used in this section, “U.S. Holder” means a beneficial owner of shares of Terminix common stock, and, after the exchange of shares of Terminix common stock for the merger consideration pursuant to the transaction, a beneficial owner of Rentokil Initial ADSs received in the transaction, that is, for U.S. federal income tax purposes: (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity or arrangement taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

A “Non-U.S. Holder” is a beneficial owner of shares of Terminix common stock, and, after the exchange of shares of Terminix common stock for the merger consideration pursuant to the transaction, a beneficial owner of Rentokil Initial ADSs received in the transaction, who is an individual, corporation, estate or trust, in each case, that is not a U.S. Holder.

The U.S. federal income tax treatment of a partner in a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) exchanging its shares of Terminix common stock for the merger consideration, or holding or disposing of Rentokil Initial ADSs, generally will depend on the status of the partner and the activities of the partnership. Partnerships and persons treated as partners in partnerships that hold shares of Terminix common stock should consult their own tax advisors regarding the specific U.S. federal income tax consequences to them of participating in the transaction and acquiring, owning and disposing of Rentokil Initial ADSs and Rentokil Initial ordinary shares.

The following discussion does not purport to be a complete analysis or discussion of all U.S. federal income tax considerations relating to the transaction or to the ownership and disposition of Rentokil Initial shares. All holders of Terminix common stock should consult their own tax advisors as to the specific tax consequences to them of the transaction and of the ownership and disposition of Rentokil Initial shares, including with respect to reporting requirements and the applicability and effect of any U.S. federal, state, local, non-U.S. or other tax laws in light of their particular circumstances.

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This discussion under “Material U.S. Federal Income Tax Consequences” assumes that a U.S. Holder of Rentokil Initial ADSs, for U.S. federal income tax purposes, generally will be treated as the owner of the underlying Rentokil Initial ordinary shares that are represented by such Rentokil Initial ADSs. Accordingly, deposits or withdrawals of Rentokil Initial ordinary shares in exchange for Rentokil Initial ADSs will not be subject to U.S. federal income tax. For purposes of this discussion under “Material U.S. Federal Income Tax Consequences”, Rentokil Initial ADSs and Rentokil Initial ordinary shares will be referred to as “Rentokil Initial shares.”

Under Section 367(a) of the Code and the Treasury Regulations thereunder, special rules may apply to a U.S. Holder that actually or constructively owns 5% or more, by vote or value, of the issued and outstanding stock of Rentokil Initial immediately after the completion of the transaction. Any such U.S. Holder is urged to consult his, her or its tax adviser regarding the U.S. federal income tax consequences of the transaction with regard to such U.S. Holder’s particular circumstances.

Based on the composition of Rentokil Initial’s current gross assets and income and the manner in which Rentokil Initial expects to operate its business in future years, Rentokil Initial believes, and the following discussion assumes, that Rentokil Initial will not be classified as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes for its current taxable year and does not expect to be so classified in the foreseeable future. The tests to determine whether a company is a PFIC apply annually and a company’s status can change depending, among other things, on changes in the composition and relative value of its gross receipts and assets, changes in its operations and changes in the market value of its stock. Accordingly, Rentokil Initial can provide no assurance that it will not be a PFIC for its current taxable year and can provide no assurance that it will not become a PFIC in any future taxable year. If Rentokil Initial were to be a PFIC for any taxable year during which a U.S. Holder owned Rentokil Initial shares, such U.S. Holder generally would be subject, in that taxable year and all subsequent taxable years (whether or not Rentokil Initial continued to be a PFIC), to materially adverse U.S. federal income tax consequences, including that gain from the sale or other disposition of Rentokil Initial shares as well as certain distributions on Rentokil Initial shares would be subject to tax at the highest ordinary income tax rates and an interest charge and U.S. Holders would be subject to additional information reporting requirements. U.S. Holders should consult their own tax advisors as to the potential application of the PFIC rules.

Tax Residence of Rentokil Initial

A corporation organized under non-U.S. law, such as Rentokil Initial, is generally treated as a foreign corporation for U.S. federal income tax purposes. Under Section 7874 of the Code, a corporation otherwise treated as a foreign corporation may be treated as a U.S. corporation for U.S. federal income tax purposes (or may be subject to certain other adverse tax consequences) if it acquires, directly or indirectly, substantially all of the assets held, directly or indirectly, by a U.S. corporation. These rules apply only if certain conditions are met, including that the former shareholders of the acquired U.S. corporation hold, by reason of their ownership of shares of that U.S. corporation, more than a specified percentage of the shares of the acquiring foreign corporation. Based on the percentage of the Rentokil Initial shares to be received by shareholders of Terminix in the transaction, Rentokil Initial does not expect these conditions to be met and thus Rentokil Initial does not expect Rentokil Initial’s indirect acquisition of Terminix to cause Rentokil Initial to be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise to be subject to Section 7874 of the Code. However, the ownership of Rentokil Initial for purposes of Section 7874 of the Code must be finally determined after the completion of the transaction, by which time there could be adverse changes to the relevant facts and circumstances. If Rentokil Initial were to be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise to be subject to Section 7874 of the Code, Rentokil Initial and its subsidiaries could be subject to substantial additional U.S. tax liability, its non-U.S. shareholders could be subject to U.S. withholding tax on any dividends and its U.S. shareholders could be subject to a higher rate of tax on any dividends. This discussion under “Material U.S. Federal Income Tax Consequences” assumes that Rentokil Initial will not be treated as a U.S. corporation for U.S. federal income tax purposes and has not otherwise been nor will be subject to Section 7874 of the Code.

U.S. Federal Income Taxation of the Transaction

The Transaction

The obligation of Terminix to complete the transaction is conditioned upon the receipt of an opinion from Wachtell, Lipton, Rosen & Katz, counsel to Terminix, or Davis Polk & Wardwell LLP, counsel to

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Rentokil Initial, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the first merger and the second merger, taken together as an integrated transaction, will qualify (A) as a “reorganization” within the meaning of Section 368(a) of the Code and (B) for an exception to the general rule of Section 367(a)(1) of the Code. This opinion will be based on certain assumptions, representations and warranties and covenants, including those contained in the merger agreement and in tax representation letters provided by Rentokil Initial (on behalf of itself, Bidco, Merger Sub I and Merger Sub II) and Terminix. If any of these assumptions, representations and warranties or covenants underlying the tax opinion described above is or becomes incorrect, incomplete, inaccurate or is violated, the validity of, and the conclusions reached in, such tax opinion may be affected or jeopardized, and the U.S. federal income tax consequences of the transaction could differ materially from those discussed below. In addition, the opinion will be subject to certain qualifications and limitations as set forth therein.

Moreover, the opinion will not be binding on the IRS or the courts, and neither Rentokil Initial nor Terminix intends to obtain a ruling from the IRS with respect to the tax consequences of the transaction. Consequently, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the conclusions set forth in such opinion or the tax consequences described in the discussion below. In particular, if the transaction does not qualify as a reorganization for U.S. federal income tax purposes, the transaction would be treated as a fully taxable transaction for such purposes, in which case, a U.S. Holder would be required to recognize any gain or loss on its exchange of shares of Terminix common stock for the merger consideration. If the transaction does qualify as a reorganization but does not qualify for an exception to the general rule of Section 367(a)(1) of the Code, a U.S. Holder would be required to recognize the full amount of any gain, but not loss, on its exchange of shares of Terminix common stock for the merger consideration. In certain circumstances, a Non-U.S. Holder could be subject to U.S. federal income and/or withholding tax on its exchange of Terminix common stock for the merger consideration if the transaction does not qualify as a reorganization.

On the basis of the opinion described above that the transaction will be treated as a “reorganization” within the meaning of Section 368(a) of the Code and will qualify for an exception to the general rule of Section 367(a)(1) of the Code, the following discussion under “Tax Consequences to U.S. Holders of Terminix Common Stock of the Transaction” and “Tax Consequences to Non-U.S. Holders of Terminix Common Stock of the Transaction” describes the material U.S. federal income tax consequences of the transaction to U.S. Holders and Non-U.S. Holders of Terminix common stock.

Tax Consequences to U.S. Holders of Terminix Common Stock of the Transaction

A U.S. Holder (assuming, in the case of any such U.S. Holder that would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Rentokil Initial following the transaction, that such U.S. Holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8):

•

that exchanges its shares of Terminix common stock solely for Rentokil Initial shares in the transaction will generally not recognize any gain or loss for U.S. federal income tax purposes, except in respect of cash received in lieu of fractional Rentokil Initial shares, if any;

•

that exchanges its shares of Terminix common stock solely for cash in the transaction will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash (excluding cash received in lieu of fractional Rentokil Initial shares, if any) received by such U.S. Holder in the transaction and such U.S. Holder’s tax basis in its shares of Terminix common stock exchanged; and

•

that exchanges its shares of Terminix common stock for a combination of Rentokil Initial shares and cash in the transaction will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the amount of cash (excluding cash received in lieu of fractional Rentokil Initial shares, if any) received by such U.S. Holder in the transaction; and (ii) the excess, if any, of (a) the sum of the amount of cash (excluding cash received in lieu of fractional Rentokil Initial shares, if any) plus the fair market value of the Rentokil Initial shares (including any fractional Rentokil Initial shares deemed received) received by such U.S. Holder in exchange for its shares of Terminix common stock in the transaction, over (b) such U.S. Holder’s tax basis in its shares of Terminix common stock exchanged.

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A U.S. Holder’s basis in its Terminix common stock will generally be equal to the amount paid for such stock.

Subject to the discussion below regarding potential dividend treatment, any such gain or loss will generally be capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if, as of the effective time, the U.S. Holder’s holding period with respect to the surrendered shares of Terminix common stock exceeds one year. A non-corporate U.S. Holder’s long-term capital gain may be taxed at lower rates. Deductions for capital losses are subject to significant limitations.

In certain circumstances, cash consideration received in a transaction otherwise qualifying as a reorganization may be characterized as a dividend for U.S. federal income tax purposes rather than capital gain where the payment of such cash consideration has the effect of a distribution of a dividend. Whether the payment of such consideration has such effect is generally determined by treating the cash as if it were the proceeds of a hypothetical redemption by the acquirer (or its parent) of additional share consideration deemed issued in the acquisition. If the receipt of cash in such deemed redemption would be treated as a distribution to the U.S. Holder with respect to Rentokil Initial under the tests set forth in Section 302 of the Code, the gain recognized pursuant to the transaction by such U.S. Holder would be treated as dividend income to the extent of such U.S. Holder’s ratable share of the accumulated earnings and profits of Terminix as calculated for U.S. federal income tax purposes. The IRS has ruled that gain is generally not recharacterized as a dividend under this rule in the case of an exchanging shareholder in a public corporation whose relative stock interest is minimal and who exercises no control with respect to corporate affairs. Based on this and other applicable legal authority, and on the relevant facts (including the relative amount of the cash component of the merger consideration), the cash consideration received by Terminix stockholders in the transaction is generally not expected to be treated as a dividend for such exchanging shareholders. However, these rules are complex and because the possibility of dividend treatment depends upon each U.S. Holder’s particular circumstances, including the application of constructive ownership rules, U.S. Holders should consult their tax advisors regarding the application of the foregoing rules to them.

The aggregate tax basis of the Rentokil Initial shares a U.S. Holder receives in the transaction (including any fractional Rentokil Initial shares deemed received) will generally be the same as such U.S. Holder’s aggregate tax basis in its shares of Terminix common stock surrendered in exchange therefor, decreased by the amount of cash (excluding cash received in lieu of fractional Rentokil Initial shares, if any), if any, such U.S. Holder receives and increased by the amount of gain (excluding any gain recognized with respect to cash received in lieu of fractional Rentokil Initial shares, if any), if any, such U.S. Holder recognizes in the transaction. The holding period of the Rentokil Initial shares received by a U.S. Holder in the transaction will include such U.S. Holder’s holding period in the shares of Terminix common stock surrendered in exchange therefor.

In the case of a U.S. Holder who holds shares of Terminix common stock with differing tax bases and/or holding periods, which generally occurs when blocks of shares are purchased at different times or at different prices, the preceding rules must be applied separately to each identifiable block of shares of Terminix common stock, and such U.S. Holder may not offset a loss realized on one block of the shares against gain recognized on another block of the shares.

A U.S. Holder who receives cash in lieu of a fractional Rentokil Initial share in the transaction generally will be treated as having received such fractional share in the transaction and then as having received cash in exchange for such fractional Rentokil Initial share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu of the fractional Rentokil Initial share and the portion of the U.S. Holder’s aggregate tax basis in the shares of Terminix common stock surrendered allocable to the fractional Rentokil Initial share. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the holding period for the shares of Terminix common stock is more than one year on the closing date of the transaction. A non-corporate U.S. Holder’s long-term capital gain may be taxed at lower rates. Deductions for capital losses are subject to significant limitations.

Tax Consequences to Non-U.S. Holders of Terminix Common Stock of the Transaction

In general, the U.S. federal income tax consequences to a Non-U.S. Holder that exchanges its shares of Terminix common stock for Rentokil Initial shares, cash or a combination of Rentokil Initial shares and

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cash in the transaction will be the same as those described above for a U.S. Holder, except that a Non-U.S. Holder generally will not be subject to U.S. federal withholding or income tax on any gain recognized in connection with the transaction unless:

(i)

the gain (if any) is effectively connected with such Non-U.S. Holder’s conduct of a U.S. trade or business (and, where a tax treaty applies, is attributable to the Non-U.S. Holder’s U.S. permanent establishment or fixed base in the United States), in which case such gain would be taxed on a net income basis in the same manner as if such Non-U.S. Holder were a U.S. person (and, if such Non-U.S. Holder is a corporation for U.S. federal income tax purposes, such Non-U.S. Holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as specified by an applicable income tax treaty);

(ii)

such Non-U.S. Holder is an individual present in the United States for at least 183 days during the taxable year of disposition and certain other conditions are met, in which case such Non-U.S. Holder would generally be subject to U.S. federal income tax at a rate of 30% on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources, including gain from the disposition pursuant to the transaction, exceed any capital losses allocable to U.S. sources, except as otherwise required by an applicable income tax treaty; or

(iii)

Terminix is or has been a U.S. real property holding corporation (a “USRPHC”), as defined in Section 897 of the Code at any time within the five-year period preceding the transaction and certain other conditions are satisfied. Terminix believes that, as of the effective time of the transaction, Terminix will not have been a USRPHC at any time within the five-year period ending on the date thereof.

U.S. Federal Income Taxation of U.S. Holders of Rentokil Initial Shares

Dividends

The gross amount of any distribution of cash with respect to Rentokil Initial shares will be included in a U.S. Holder’s gross income as a dividend to the extent of Rentokil Initial’s current or accumulated earnings and profits as determined under U.S. federal income tax laws. Rentokil Initial does not expect to maintain calculations of earnings and profits for U.S. federal income tax purposes. Therefore, a U.S. Holder should expect that any such distribution will generally be treated as a dividend from foreign sources when actually or constructively received. Dividends generally will not be eligible for the dividends-received deduction generally available to U.S. corporations. Dividends received from a “qualified foreign corporation” by eligible non-corporate U.S. Holders that satisfy a minimum holding period and certain other requirements generally will be taxed at the preferential rate applicable to qualified dividend income. Rentokil Initial will be treated as a qualified foreign corporation if its shares or ADSs are readily tradable on an established securities market in the United States or Rentokil Initial qualifies for comprehensive benefits under the U.S.-UK income tax treaty and Rentokil Initial has not become and does not become a “surrogate foreign corporation” for U.S. federal income tax purposes after December 22, 2017 and, in each case, Rentokil Initial is not a PFIC for either the taxable year of distribution or the preceding taxable year. U.S. Treasury guidance indicates that shares listed on the NYSE will be considered readily tradable on an established securities market in the United States. There can be no assurance, however, that Rentokil Initial shares will be considered readily tradable on an established securities market in future years. Rentokil Initial does not believe that it is a surrogate foreign corporation but can provide no assurance that it is not a surrogate foreign corporation and can provide no assurance that it will not become a surrogate foreign corporation.

Dividends paid in a currency other than U.S. dollars will be included in income in a U.S. dollar amount based on the exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, whether or not the currency is converted into U.S. dollars at that time. A U.S. Holder’s tax basis in the non-U.S. currency will equal the U.S. dollar amount included in income. Any gain or loss realized on a subsequent conversion or other disposition of the non-U.S. currency for a different U.S. dollar amount generally will be U.S. source ordinary income or loss. If dividends paid in a currency other than U.S. dollars are converted into U.S. dollars on the day they are received, a U.S. Holder generally will not be required to recognize foreign currency gain or loss in respect of the dividend income.

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Sales or Other Dispositions of Rentokil Initial Shares

A U.S. Holder generally will recognize capital gain or loss on the sale or other disposition of Rentokil Initial shares in an amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. Holder’s adjusted tax basis in the disposed Rentokil Initial shares. Any gain or loss generally will be treated as arising from U.S. sources and will be long-term capital gain or loss if the U.S. Holder’s holding period exceeds one year. A non-corporate U.S. Holder’s long-term capital gain may be taxed at lower rates. Deductions for capital losses are subject to significant limitations.

Backup Withholding and Information Reporting

In general, information reporting requirements may apply to the cash payments made to U.S. Holders and Non-U.S. Holders in connection with the transaction and in respect of Rentokil Initial shares, unless an exemption applies. Backup withholding tax may apply to amounts subject to reporting if the applicable stockholder fails to provide an accurate taxpayer identification number, fails to report all interest and dividends required to be shown on its U.S. federal income tax returns or otherwise fails to establish an exemption to backup withholding. U.S. Holders and Non-U.S. Holders can claim a credit against their U.S. federal income tax liability for the amount of any backup withholding tax and a refund of any excess, provided that all required information is timely provided to the IRS. U.S. Holders and Non-U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR HOLDER. THE TAX CONSEQUENCES OF THE TRANSACTION AND OF HOLDING AND DISPOSING OF RENTOKIL INITIAL SHARES WILL DEPEND ON A HOLDER’S SPECIFIC SITUATION. EACH HOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO THE HOLDER OF THE TRANSACTION AND HOLDING AND DISPOSING OF RENTOKIL INITIAL SHARES IN LIGHT OF THE HOLDER’S OWN CIRCUMSTANCES, AS WELL AS THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

Material UK Tax Consequences of Owning Rentokil Initial Ordinary Shares or Rentokil Initial ADSs

The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences relating to the holding or disposing of Rentokil Initial ordinary shares or Rentokil Initial ADSs. Save as set out in paragraph C(i), these statements do not purport to provide any analysis of the UK tax consequences of the transaction or of the tax position of Rentokil Initial, Terminix, Bidco or Merger Subs. They are based on current UK law and what is understood to be the current practice of HM Revenue & Customs as of the date of this proxy statement/prospectus, both of which may change, possibly with retroactive effect.

Save where expressly stated otherwise, the following statements apply only to Terminix stockholders who (i) are not resident nor, in the case of individuals, domiciled in the UK for UK tax purposes, (ii) hold Terminix common stock, and, following the transaction, Rentokil Initial ordinary shares or Rentokil Initial ADSs as an investment and (iii) are, for UK tax purposes, the absolute beneficial owner of Rentokil Initial ordinary shares or Rentokil Initial ordinary shares represented by Rentokil Initial ADSs (as applicable) and any dividends paid on such Rentokil Initial ordinary shares or such Rentokil Initial ordinary shares represented by Rentokil Initial ADSs. The tax position of certain categories of Terminix stockholders who are subject to special rules is not considered and who, it should be noted, may incur liabilities to UK tax on a different basis to that described below. This includes persons holding Terminix stock or, following the transaction, Rentokil Initial ordinary shares or Rentokil Initial ADSs acquired in connection with an employment, dealers in securities, insurance companies, collective investment schemes, charities or exempt pension funds.

The following statements summarize the current position and are intended as a general guide only. They do not constitute tax advice. Terminix stockholders who are in any doubt as to their UK tax position, or who may be subject to tax in a jurisdiction other than the UK, are strongly recommended to consult their own professional advisers.

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A. Taxation of Disposals of Rentokil Initial Ordinary Shares or Rentokil Initial ADSs

Holders of Rentokil Initial ordinary shares or Rentokil Initial ADSs who are not resident in the UK should not generally be subject to UK taxation of capital gains on the disposal or deemed disposal of Rentokil Initial ordinary shares or Rentokil Initial ADSs unless they are carrying on a trade, profession or vocation in the UK through a branch or agency there (or, in the case of a corporate holder, they are carrying on a trade in the UK through a permanent establishment there) in connection with which the Rentokil Initial ordinary shares or Rentokil Initial ADSs are used, held or acquired.

Non-UK tax resident holders may be subject to non-UK taxation on any gain under local law.

An individual holder of Rentokil Initial ordinary shares or Rentokil Initial ADSs who has been resident for tax purposes in the UK but who ceases to be so resident or becomes treated as resident outside the UK for the purposes of a double tax treaty for a period of five years or less and who disposes of all or part of his or her Rentokil Initial ordinary shares or Rentokil Initial ADSs during that period may be liable to capital gains tax on his or her return to the UK, subject to any available exemptions or reliefs.

B. Taxation of Dividends Received from Rentokil Initial

Rentokil Initial is not required to withhold UK tax when paying a dividend. Holders resident outside the UK should generally not be subject to UK taxation on dividend income unless they are carrying on a trade, profession or vocation through a branch or agency in the UK (or, in the case of a corporate holder, they are carrying on a trade in the UK through a permanent establishment there) and the dividends are either a receipt of that trade, profession or vocation (or, in the case of a corporate holder, the Rentokil Initial ordinary shares or Rentokil Initial ADSs are used by, or held by or for, that UK permanent establishment). Holders resident outside the UK should consult their own tax adviser concerning their tax position on dividends received from Rentokil Initial.

C. UK Stamp Duty and Stamp Duty Reserve Tax (Which We Refer to as “SDRT”)

The statements in this paragraph C. apply to any holders of Rentokil Initial ordinary shares or Rentokil Initial ADSs irrespective of their residence, summarize the current position and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries.

(i)

Consequences of the transaction

Terminix stockholders should not be liable to pay any UK stamp duty or SDRT in respect of the issuance of Rentokil Initial ordinary shares or Rentokil Initial ADSs pursuant to the transaction.

(ii)

Subsequent transfers of underlying Rentokil Initial ordinary shares on cancellation of Rentokil Initial ADSs

The transfer of underlying Rentokil Initial ordinary shares to holders of Rentokil Initial ADSs in exchange for the cancellation of such Rentokil Initial ADSs should not give rise to a UK stamp duty or SDRT charge.

(iii)

Subsequent transfers of Rentokil Initial ordinary shares in other circumstances

UK stamp duty at the rate of 0.5% (rounded up to the next multiple of £5) of the amount or value of the consideration given is generally payable on a physical instrument transferring Rentokil Initial ordinary shares. (A charge to SDRT will also arise on an unconditional agreement to transfer Rentokil Initial ordinary shares (at the rate of 0.5% of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional an instrument of transfer is executed pursuant to the agreement, and UK stamp duty is paid on that instrument, any SDRT already paid should be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT should be cancelled.) An exemption from UK stamp duty is available on an instrument transferring Rentokil Initial ordinary shares where the amount or value of the consideration is £1,000 or less, and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. The liability to pay UK stamp duty or SDRT is generally satisfied by the purchaser or transferee.

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Paperless transfers of Rentokil Initial ordinary shares, such as those occurring within CREST, are generally liable to SDRT, rather than UK stamp duty, at the rate of 0.5% of the amount or value of the consideration. CREST is obliged to collect SDRT on relevant transactions settled within the system. The charge is generally borne by the purchaser. Under the CREST system, no UK stamp duty or SDRT should arise on a transfer of Rentokil Initial ordinary shares into the system unless such a transfer is made (or deemed to be made) for a consideration in money or money’s worth, in which case a liability to SDRT (usually at a rate of 0.5%) will arise.

In cases where Rentokil Initial ordinary shares are transferred to a connected company (or its nominee), SDRT (or UK stamp duty) may be chargeable on the higher of (i) the amount or value of the consideration and (ii) the market value of the Rentokil Initial ordinary shares.

(iv)

Rentokil Initial ordinary shares held through Clearance Systems or Depositary Receipt Arrangements

Special rules apply where Rentokil Initial ordinary shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts or a person providing a clearance service. SDRT or UK stamp duty may be charged at a rate of 1.5%, with subsequent transfers within the clearance service or transfers of depositary receipts then being free from SDRT or UK stamp duty. HMRC previously accepted that this charge is in breach of EU law so far as it applies to new issues of shares or transfers that are an integral part of a capital raising. Following the UK’s departure from the EU, such pre-existing EU rights, recognized in litigation, were preserved as a domestic law matter following the end of the implementation period on 31 December 2020 pursuant to provisions of the UK European Union (Withdrawal) Act 2018. Accordingly, no SDRT or UK stamp duty is payable upon the issue of Rentokil Initial ordinary shares to a clearance service or depositary (or upon the transfer of Rentokil Initial ordinary shares to a clearance service or depositary where such transfer is integral to the raising of capital by Rentokil Initial). HMRC’s published view is that the 1.5% SDRT or UK stamp duty charge continued to apply to other transfers of shares into a clearance service or depositary receipt arrangement, although this has been disputed. Further litigation indicates that certain transfers of legal title to clearance services in connection with listing, but not integral to a new issue, are also not chargeable. In view of the continuing uncertainty, specific professional advice should be sought before incurring a 1.5% UK stamp duty or SDRT charge in any circumstances.

(v)

Subsequent transfers of Rentokil Initial ADSs

Provided there is no written instrument of transfer, transfers of the Rentokil Initial ADSs for consideration should not attract a charge to UK stamp duty. Paperless transfers of Rentokil Initial ADSs held by DTC should not incur an SDRT charge.

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THE ADVISORY COMPENSATION PROPOSAL

Pursuant to Section 14A of the U.S. Exchange Act and Rule 14a-21(c) thereunder, Terminix is required to submit to a non-binding, advisory stockholder vote certain compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transaction as disclosed in the section of this proxy statement/prospectus entitled “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction” beginning on page 105. The compensation proposal gives Terminix stockholders the opportunity to express their views on the merger-related compensation of Terminix’s named executive officers.

Accordingly, Terminix is asking Terminix stockholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Terminix’s named executive officers that is based on or otherwise relates to the transaction, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger Proposal — Interests of Terminix’s Directors and Executive Officers in the Transaction — Quantification of Potential Payments and Benefits to Terminix Named Executive Officers in Connection with the Merger,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a Terminix stockholder, you may vote to approve the merger proposal, and vote not to approve the compensation proposal, and vice versa. The vote on the compensation proposal is advisory and non-binding. As a result, if the transaction is completed, the merger-related compensation may be paid to Terminix’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Terminix stockholders do not approve the compensation proposal.

The Terminix board of directors unanimously recommends a vote “FOR” the compensation proposal.

The affirmative vote of the holders of at least a majority in voting power of the outstanding shares of Terminix common stock present in person (including virtually via the Internet) or represented by proxy at the Terminix special meeting and entitled to vote is required to approve the compensation proposal, assuming a quorum is present. A broker non-vote or a Terminix stockholder’s failure to return or submit a proxy and to attend the Terminix special meeting will have no effect on the compensation proposal (assuming a quorum is present), but the failure of any shares present or represented at the Terminix special meeting and entitled to vote on the proposal to vote will have the same effect as a vote “AGAINST” the compensation proposal.

IF YOU ARE A TERMINIX STOCKHOLDER, THE TERMINIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE COMPENSATION PROPOSAL (PROPOSAL 2).

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THE MERGER AGREEMENT

The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not provide all of the information about the merger agreement that might be important to you. You are urged to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger and the other transactions described in this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

The merger agreement and the summary of its terms in this proxy statement/prospectus have been included to provide information about the terms and conditions of the merger agreement. The terms and information in the merger agreement are not intended to provide any other public disclosure of factual information about Terminix, Rentokil Initial or any of their respective subsidiaries or affiliates. The representations, warranties, covenants and agreements contained in the merger agreement are made by Terminix, Rentokil Initial, Bidco, Merger Sub I and Merger Sub II only for the purposes of the merger agreement and are qualified and subject to certain limitations and exceptions agreed to by Terminix, Rentokil Initial, Bidco, Merger Sub I and Merger Sub II in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement and were negotiated for the purpose of allocating contractual risk among the parties to the merger agreement rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases may be qualified by disclosures made by one party to the other, which are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement, which subsequent information may or may not be fully reflected in Terminix’s or Rentokil Initial’s public disclosures. Investors are not third-party beneficiaries under the merger agreement except for the limited purposes expressly set forth therein and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

For the foregoing reasons, the representations, warranties, covenants and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of Terminix and Rentokil Initial or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus.

Structure of the Transaction

The merger agreement provides that, subject to the terms and conditions of the merger agreement, (1) at the first effective time, Merger Sub I, a direct wholly owned subsidiary of Bidco, will merge with and into Terminix with Terminix surviving as a wholly owned direct subsidiary of Bidco, and (2) immediately thereafter, at the second effective time, Terminix will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned direct subsidiary of Bidco and therefore a wholly owned indirect subsidiary of Rentokil Initial.

From and after the second effective time, the certificate of formation and limited liability company agreement of Merger Sub II in effect immediately prior to the second effective time will be the certificate of formation and limited liability company agreement, respectively, of the surviving company, in each case, until amended in accordance with applicable law and such certificate of formation and limited liability company agreement, as applicable. From and after the second effective time, the surviving company will be managed by its sole member.

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Closing and Effectiveness of the Transaction

Unless otherwise mutually agreed to by Terminix and Rentokil Initial, the closing of the transaction will take place at 8:00 a.m., Eastern Time, on the fifth business day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to the completion of the transaction (other than conditions that by their nature are to be satisfied at the closing of the transaction, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions by the party or parties entitled to the benefit thereof at the closing of the transaction) described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141 or, if such date would fall on or after the end date, then on the business day immediately preceding the end date.

At the closing, the parties will file certificates of merger with the Secretary of State of the State of Delaware to effectuate the transaction. The first merger will become effective when the first certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at a later time as agreed by Terminix and Rentokil Initial as specified in such certificate of merger. The second merger will become effective when the second certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at a later time as agreed by Terminix and Rentokil Initial as specified in such certificate of merger. At the second effective time, all of the rights, powers, privileges and franchises of Terminix and Merger Sub II and all of the obligations, liabilities, restrictions and disabilities of Terminix and Merger Sub II will vest in the surviving company.

Terminix and Rentokil Initial expect to complete the transaction on October 12, 2022, assuming the merger proposal is approved by Terminix stockholders on October 6, 2022 and the other conditions to closing (described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141) are satisfied (including approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders on October 6, 2022).

Merger Consideration

At the first effective time, by virtue of the first merger and without any action on the part of the parties to the merger agreement or any Terminix stockholder, each share of Terminix common stock (other than excluded shares) will be automatically converted into the right to receive (and, immediately following such conversion, those shares of Terminix common stock will be automatically cancelled and cease to exist (the “Cancellation”)), at the election of the holders of such shares, either the stock consideration or cash consideration. Any Terminix stockholder who does not make an election will be deemed to have made an election to receive the stock consideration.

The total number of Rentokil Initial ADSs to be issued and the aggregate amount of cash to be paid under the terms of the merger agreement will not vary as a result of individual election preferences. The Rentokil Initial ADSs issued in connection with the transaction will be listed on the NYSE and are expected to trade under the symbol “RTO.” Based on the number of shares of Terminix common stock and Rentokil Initial ordinary shares outstanding on August 31, 2022, immediately after completion of the transaction, we expect that former Terminix stockholders who receive Rentokil Initial ADSs in the transaction would own Rentokil Initial ADSs representing approximately 25.7% of the outstanding ordinary shares of Rentokil Initial, and Rentokil Initial shareholders immediately prior to the transaction would own approximately 74.3% of the outstanding ordinary shares of Rentokil Initial.

The value of the per share cash consideration and the value of the per share stock consideration as of the measurement day will be substantially the same. For example, as of July 15, 2022 (which date has been selected solely for illustrative purposes), Rentokil Initial’s volume weighted share price was £5.0825 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1855. If such date were the measurement day, the Rentokil Initial ADS price would be $30.13 and, accordingly, subject to certain allocation and proration provisions of the merger agreement, as described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135:

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•

the per share cash consideration would be an amount in cash equal to $42.99 which is (A) $11.00, the per share cash amount, plus (B) $31.99, the product of 1.0619, the exchange ratio, and $30.13, the Rentokil Initial ADS price as of such date; and

•

the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4270 (which have an approximate value as of such date of $42.99) which is (A) 1.0619, the exchange ratio, plus (B) 0.3651, the quotient of $11.00, the per share cash amount, and $30.13, the Rentokil Initial ADS price as of such date.

As a result, as of July 15, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $42.99 per share of Terminix common stock.

The market value of the merger consideration to Terminix stockholders will fluctuate with the market price of Rentokil Initial ordinary shares and will not be known at the time that Terminix stockholders vote on the transaction. Based on Rentokil Initial’s five-day average daily volume weighted share price and the five-day average of the Sterling-U.S. Dollar exchange rate, in each case, over the period spanning December 6, 2021 to December 10, 2021, inclusive, the implied value of the merger consideration to Terminix stockholders was approximately $55.00 per share of Terminix common stock. As described in the prior paragraph, based on Rentokil Initial’s volume weighted average share price and the spot Sterling-U.S. Dollar exchange rate, in each case, as of July 15, 2022, the implied value of the merger consideration to Terminix stockholders was approximately $42.99 per share of Terminix common stock. To further demonstrate how the implied value of the merger consideration may fluctuate over time, we note that as of August 31, 2022 (the latest practicable date prior to the date of this proxy statement/prospectus), Rentokil Initial’s volume weighted share price was £5.2331 (expressed in whole pounds sterling and pence, to four decimal places) and the spot Sterling-U.S. Dollar exchange rate was 1.1638. If such date were the measurement day, the Rentokil Initial ADS price would be $30.45 and, accordingly, subject to certain allocation and proration provisions of the merger agreement, as described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Allocation of Merger Consideration and Illustrative Elections and Calculations” beginning on page 135:

•

the per share cash consideration would be an amount in cash equal to $43.33 which is (A) $11.00, the per share cash amount, plus (B) $32.33, the product of 1.0619, the exchange ratio, and $30.45, the Rentokil Initial ADS price as of such date; and

•

the per share stock consideration would be a number of Rentokil Initial ADSs equal to 1.4231 (which have an approximate value on such date of $43.33) which is (A) 1.0619, the exchange ratio, plus (B) 0.3612, the quotient of $11.00, the per share cash amount, and $30.45, the Rentokil Initial ADS price as of such date.

As a result, as of August 31, 2022, the implied value of each of the per share cash consideration and the per share stock consideration was approximately $43.33 per share of Terminix common stock.

The market price of Rentokil Initial ordinary shares and the implied value of the merger consideration, could be greater than, less than or the same as their market price or implied value, as applicable, on the date of this proxy statement/prospectus or the date of the Terminix special meeting. Accordingly, you should obtain current market quotations for Rentokil Initial ordinary shares and Terminix common stock before deciding how to vote with respect to the merger proposal. Rentokil Initial ordinary shares and Terminix common stock are traded on the LSE and the NYSE, under the symbols “RTO” and “TMX,” respectively. The price of Rentokil Initial ordinary shares is reported in pounds sterling.

Stock Consideration

The merger agreement provides that each share of Terminix common stock with respect to which (x) an election to receive the stock consideration (each, a “stock electing share”) has been effectively made and not revoked or lost or (y) an election has not effectively been made prior to the election deadline (each, a “non-electing share”) will automatically convert at the first effective time into the right to receive a number of Rentokil Initial ADSs (each representing a beneficial interest in five Rentokil Initial ordinary shares) equal to (A) the exchange ratio plus (B) the quotient (rounded to four decimal places) of the per share cash amount and the Rentokil Initial ADS price.

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Proration. Notwithstanding anything contained in the immediately preceding paragraph to the contrary, if the stock consideration is oversubscribed such that:

•

the product of (i) the sum of the total number of stock electing shares and non-electing shares and (ii) the stock consideration (such product being the “stock election amount”) exceeds

•

the product of the exchange ratio and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time (the “available stock election amount”),

then each stock electing share and each non-electing share will be converted into the right to receive:

•

a prorated number of Rentokil Initial ADSs (the “prorated stock amount”) equal to the product (rounded to four decimal places) of (1) the stock consideration and (2) a fraction, the numerator of which will be the available stock election amount and the denominator of which will be the stock election amount; and

•

an amount of cash (without interest) in U.S. dollars (rounded down to the nearest cent) equal to the product of (1) (A) the stock consideration minus (B) the prorated stock amount and (2) the Rentokil Initial ADS price. Such cash amount will be equivalent to the value of the amount of stock consideration owed in excess of the prorated number of Rentokil Initial ADSs, with such stock consideration valued based on the volume weighted average price (in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the measurement day.

Cash Consideration

The merger agreement provides that each share of Terminix common stock with respect to which an election to receive cash consideration (each, a “cash electing share”) has been effectively made and not revoked or lost will convert at the first effective time into the right to receive an amount in cash, without interest, and in U.S. dollars (rounded down to the nearest cent) equal to (A) the per share cash amount plus (B) the product of the exchange ratio and the Rentokil Initial ADS price.

Proration. Notwithstanding anything contained in the immediately preceding paragraph to the contrary, if the cash consideration is oversubscribed such that:

•

the product of the number of cash electing shares and the cash consideration (such product being the “cash election amount”) exceeds

•

the product of the per share cash amount and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time (the “available cash election amount”),

then each cash electing share shall be converted into a right to receive:

•

a prorated amount in cash (without interest) in U.S. dollars (rounded down to the nearest cent) (the “prorated cash amount”) equal to the product of (1) the cash consideration and (2) a fraction, the numerator of which shall be the available cash election amount and the denominator of which shall be the cash election amount; and

•

a number of Rentokil Initial ADSs equal to the quotient (rounded to four decimal places) of (1) (A) the cash consideration minus (B) the prorated cash amount and (2) the Rentokil Initial ADS price. Such number of Rentokil Initial ADSs will have a value equivalent to the amount of cash consideration owed in excess of the prorated cash amount, and will be valued based on the volume weighted average price (in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) for the measurement day.

Cash/Stock Election

At least 20 business days prior to the anticipated closing date, the form of election will be mailed to all record holders of Terminix common stock as of September 6, 2022. The form of election will allow each

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Terminix stockholder to specify the number of shares of Terminix common stock with respect to which such holder elects to make a cash election or a stock election. The election must be made prior to the election deadline. The election deadline will be 5:00 p.m., New York City time, on the date that is three business days before the closing date. In connection with the anticipated completion of the transaction, the anticipated election deadline for Terminix stockholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m. Eastern Time on October 6, 2022. If the closing date is delayed to a subsequent date, the election deadline will be similarly delayed to a subsequent date, and Rentokil Initial and Terminix will promptly announce any such delay and, when determined, the rescheduled election deadline.

To make a valid election, each record holder of Terminix common stock must submit a properly completed form of election so that it is actually received by the exchange agent at its designated office at or prior to the election deadline. A form of election must be properly completed and signed and accompanied by any additional documents required by the procedures set forth in the form of election. After a valid election as described in this paragraph has been made with respect to shares of Terminix common stock, no further registration of transfers of such shares will be made on the stock transfer books of Terminix, unless and until such election is revoked as described below.

Impact of Selling Terminix Common Stock as to Which a Cash/Stock Election Has Already Been Made

Terminix stockholders of record who have made a cash/stock election will be unable to sell or otherwise transfer their shares of Terminix common stock after making such election, unless the cash/stock election is properly revoked before such election deadline in accordance with the election procedures or unless the merger agreement is terminated pursuant to its terms.

Cash/Stock Election Revocation

Any record holder of Terminix common stock who has delivered a duly completed election form to the exchange agent may, at any time prior to the election deadline, revoke such stockholder’s cash/stock election by written notice received by the exchange agent prior to the election deadline. Terminix stockholders will not be entitled to revoke their cash/stock election following the election deadline, unless the merger agreement is thereafter terminated. As a result, Terminix stockholders who have made a cash/stock election will be unable to revoke such election or sell their shares of Terminix common stock during the period between the election deadline and the date of completion of the transaction or termination of the merger agreement.

Non-Electing Holders

Terminix stockholders who do not make a cash/stock election, whose election forms are not received by the exchange agent by the election deadline, or whose cash/stock election was not otherwise properly made in the determination of the exchange agent (or in the reasonable determination of Rentokil Initial, if the exchange agent declines to make such determination), in each case, are deemed to have elected to receive the stock consideration with respect to such holder’s shares of Terminix common stock.

Allocation of Merger Consideration and Illustrative Elections and Calculations

The aggregate amount of cash and the total number of Rentokil Initial ADSs to be paid and issued, respectively, to Terminix stockholders pursuant to the merger agreement will not vary as a result of individual election preferences. If the elections of all of the Terminix stockholders (or failures to make an election) result in an oversubscription or undersubscription of the available cash election amount, the aggregate amount of cash payable by Rentokil Initial in the transaction will not be increased or decreased. Similarly, if there is an oversubscription or undersubscription of the aggregate number of Rentokil Initial ADSs to be issued by Rentokil Initial to Terminix stockholders due to the elections of Terminix stockholders (or failures to make an election), the aggregate number of Rentokil Initial ADSs to be issued by Rentokil Initial in the transaction will not be increased or decreased. Rather, in either such case, the exchange agent will allocate between cash and Rentokil Initial ADSs in the manner described under sections of this proxy statement/prospectus entitled “The Merger Agreement — Merger Consideration — Cash Consideration” beginning on page 134 and “The Merger Agreement — Merger Consideration — Stock Consideration” beginning on page 133 and as illustrated below to ensure that the total amount of cash payable and the total number of Rentokil Initial ADSs to be issued in the transaction equals the aggregate amount agreed to in

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the merger agreement. Accordingly, there is no assurance that each Terminix stockholder that has made a valid election to receive the cash consideration or the stock consideration will receive the form of consideration elected with respect to the shares of Terminix common stock held by such stockholder. See “Risk Factors — Risks Relating to the Transaction — Certain Terminix stockholders may receive a form or combination of consideration different from what they elect.” beginning on page 38 of this proxy statement/prospectus.

Set forth below are illustrations of both an oversubscription of cash and an oversubscription of stock and the resulting proration and adjustment to the cash consideration or the stock consideration, as applicable.

General Assumptions for All Illustrations

Number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time		121,553,067(1)
Per share cash amount	$	11.00
Exchange ratio		1.0619
Rentokil Initial ADS price	$	30.45(2)

(1)

Based on shares of Terminix common stock issued and outstanding as of August 31, 2022.

(2)

Based on the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the spot Sterling-U.S. Dollar exchange rate and number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) as of August 31, 2022.

Illustration #1: Oversubscription of cash consideration/Undersubscription of stock consideration

Additional Assumptions for Illustration #1

	Number of cash electing shares					60,776,534
	Number of stock electing shares and non-electing shares					60,776,533

Determination of the Cash Election Amount and the Available Cash Election Amount

Cash Election Amount

Number of cash electing shares		60,776,534
Cash consideration	$	43.33(1)
Cash election amount	$	2,633,447,218.22(2)

(1)

Determined by adding (x) the per share cash amount of $11.00 and (y) the product of the exchange ratio of 1.0619 and the assumed Rentokil Initial ADS price of $30.45.

(2)

Determined by multiplying the number of cash electing shares by the cash consideration.

Available Cash Election Amount

Number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time		121,553,067
Per share cash amount	$	11.00
Available cash election amount	$	1,337,083,737.00(1)

(1)

The product of the per share cash amount of $11.00 and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time of 121,553,067.

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In this illustrative example, because the cash election amount exceeds the available cash election amount, the merger consideration to be paid to cash electing shares, stock electing shares and non-electing shares would be determined as follows:

Each cash electing share of Terminix common stock would receive (as illustrated below) $21.99 in cash and 0.7008 Rentokil Initial ADSs, which in aggregate would have an approximate value of $43.33.

Each stock electing share and non-electing share of Terminix common stock would receive 1.4231 Rentokil Initial ADSs (determined by adding (x) the exchange ratio of 1.0619 and (y) the quotient of the per share cash amount of $11.00 and the assumed Rentokil Initial ADS price of $30.45), which would have an approximate value of $43.33.

Determination of Proration and Adjustment to Merger Consideration for Cash Electing Shares

Cash Portion of Consideration for Each Cash Electing Share

Cash consideration	$	43.33
Cash fraction		0.5076(1)
Cash portion of consideration	$	21.99(2)

(1)

Represents the available cash election amount of $1,337,083,737.00 divided by the cash election amount of $2,634,054,983.56.

(2)

Determined by multiplying the cash consideration by the cash fraction.

Stock Portion of Consideration for Each Cash Electing Share

Cash consideration	$	43.33
Cash portion of consideration	$	21.99
Rentokil Initial ADS price	$	30.45
Stock portion of consideration		0.7008(1)

(1)

Represents the quotient of (x) (A) the cash consideration minus (B) the cash portion of consideration and (y) the assumed Rentokil Initial ADS price.

Illustration #2: Undersubscription of cash consideration/Oversubscription of stock consideration

Additional Assumptions for Illustration #2

	Number of cash electing shares					12,155,307
	Number of stock electing shares and non-electing shares					109,397,760

Determination of the Stock Election Amount and the Available Stock Election Amount

Stock Election Amount

	Number of stock electing shares and non-electing shares					109,397,760
	Stock consideration					1.4231(1)
	Stock election amount					155,683,952.2560(2)

(1)

Determined by adding (x) the exchange ratio of 1.0619 and (y) the quotient of the per share cash amount of $11.00 and the assumed Rentokil Initial ADS price of $30.45.

(2)

Determined by multiplying the number of stock electing shares and non-electing shares by the stock consideration.

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Available Stock Election Amount

	Number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time					121,553,067
	Exchange ratio					1.0619
	Available stock election amount					129,077,201.8473(1)

(1)

The product of the exchange ratio of 1.0619 and the total number of shares of Terminix common stock (other than certain excluded shares) issued and outstanding immediately prior to the first effective time of 121,553,067.

In this illustrative example, because the stock election amount exceeds the available stock election amount, the merger consideration to be paid to cash electing shares, stock electing shares and non-electing shares would be determined as follows:

Each cash electing share of Terminix common stock would receive $43.33 in cash.

Each stock electing share and non-electing share of Terminix common stock would receive (as illustrated below) $7.41 in cash and 1.1799 shares of Rentokil Initial ADSs, which in aggregate would have an approximate value of $43.33.

Determination of Proration and Adjustment to Merger Consideration for Stock Electing Shares and Non-Electing Shares

Stock Portion of Consideration for Each Stock Electing Share and Non-Electing Share

	Stock consideration					1.4231
	Stock fraction					0.8291(1)
	Stock portion of consideration					1.1799(2)

(1)

Represents the available stock election amount of 129,077,201.8473 divided by the stock election amount of 155,683,952.2560.

(2)

Determined by multiplying the stock consideration by the stock fraction.

Cash Portion of Consideration for Each Stock Electing Share and Non-Electing Share

Stock consideration		1.4231
Stock portion of consideration		1.1799
Rentokil Initial ADS price	$	30.45
Cash portion of consideration	$	7.41(1)

(1)

Represents the product of (x) (A) the stock consideration minus (B) the stock portion of consideration and (y) the assumed Rentokil Initial ADS price.

No Fractional ADSs

Terminix stockholders will not receive any fractional Rentokil Initial ADSs in the transaction. Each Terminix stockholder that otherwise would have been entitled to receive a fraction of a Rentokil Initial ADS (after aggregating all shares represented by the certificates surrendered or uncertificated shares delivered by such holder) will receive, in lieu thereof, cash, without interest, in an amount in U.S. dollars equal to such fractional amount (rounded down to the nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the exchange agent on behalf of all such holders of shares of fractional Rentokil Initial ADSs that would otherwise be issued.

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Shares Subject to Properly Exercised Appraisal Rights

The shares of Terminix common stock held by Terminix common stockholders who do not vote for the adoption of the merger agreement and who otherwise properly exercise and perfect appraisal rights for their shares in accordance with the DGCL will not be converted into the right to receive the merger consideration to which they would otherwise be entitled pursuant to the merger agreement, but will instead be converted into the right to receive judicially determined “fair value” of such shares in accordance with the DGCL.

If any Terminix stockholder fails to make an effective demand for appraisal or otherwise waives, withdraws or loses his, her or its appraisal rights, such stockholder’s shares of Terminix common stock will be deemed to have been converted as of the effective time into the right to receive the merger consideration as if each such share were a non-electing share. See the section of this proxy statement/prospectus entitled “The Merger Proposal — Appraisal or Dissenters’ Rights” beginning on page 114.

Surrender of Terminix Common Stock

The conversion of eligible shares of Terminix common stock into the right to receive the merger consideration will occur automatically at the first effective time. Prior to the first effective time, Rentokil Initial and Bidco will appoint an exchange agent reasonably acceptable to Terminix and enter into an exchange agent agreement with such exchange agent that provides for the exchange agent to handle the exchange of certificates or book-entry shares representing shares of Terminix common stock for the merger consideration. As of the first effective time, in consideration of and in exchange for the issuance to Rentokil Initial by Bidco of 95 shares of common stock of Bidco and the Cancellation, Rentokil Initial will (i) allot American depositary receipts evidencing (or evidence of the Rentokil Initial ADSs in book-entry form representing) the Rentokil Initial ADSs issuable pursuant to the merger agreement, (ii) pay the cash payable pursuant to the merger agreement and (iii) cause the payment of any Vested Option Consideration or Vested Award Consideration in accordance with the merger agreement. As of the first effective time, Rentokil Initial will deposit or make available to the exchange agent (x) American depositary receipts evidencing (or evidence of the Rentokil Initial ADSs in book-entry form representing) the Rentokil Initial ADSs issuable pursuant to the merger agreement and (y) the cash payable pursuant to the merger agreement.

Promptly (but not later than two business days) after the closing date, Rentokil Initial will, or will cause the exchange agent to, send a letter of transmittal to each person who is a record holder of eligible shares as of immediately prior to the first effective time for use in the exchange and instructions explaining how to surrender Terminix stock certificates or transfer uncertificated shares of Terminix common stock to the exchange agent in exchange for the merger consideration. Terminix stockholders who submit (i) a properly completed letter of transmittal, together with their stock certificates (in the case of certificated shares) or (ii) other evidence of transfer requested by the exchange agent (in the case of book-entry shares), will receive the merger consideration into which the eligible shares of Terminix common stock were converted in the transaction.

Treatment of Terminix Equity Awards

Terminix Stock Options

At the first effective time, each Terminix Stock Option that is then vested and exercisable will be cancelled in consideration for the right to receive, within 10 business days following the first effective time, an amount in cash equal to the product of (x) the excess of (1) the Vested Award Consideration, over (2) the exercise price per share of Terminix common stock subject to such Terminix Stock Option and (y) the number of shares of Terminix common stock subject to such Terminix Stock Option immediately prior to the first effective time, without interest and less applicable withholding taxes. Each other Terminix Stock Option will be assumed by Rentokil Initial and will be converted into an equivalent Rentokil Initial stock option, with (i) the number of Rentokil Initial ADSs underlying each converted award determined by multiplying the Equity Award Exchange Ratio by the number of shares of Terminix common stock subject to such Terminix Stock Option, rounded down to the nearest whole number, and (ii) the exercise price determined by dividing the exercise price applicable to such Terminix Stock Option by the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Each assumed stock option will continue to have, and

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will be subject to, the same terms and conditions as applied to the corresponding Terminix Stock Option immediately prior to the first effective time.

Terminix Restricted Stock Unit Awards

At the first effective time, each Terminix RSU Award that is vested will be cancelled in consideration for the right to receive, within 10 business days following the first effective time in respect of each share of Terminix common stock subject to such Terminix RSU Award immediately prior to the first effective time, the Vested Award Consideration, without interest and less applicable withholding taxes. Each unvested Terminix RSU Award will be assumed by Rentokil Initial and will be converted into an equivalent Rentokil Initial restricted stock unit award, with the number of Rentokil Initial ADSs underlying each converted award determined by multiplying (x) the Equity Award Exchange Ratio by (y) the number of shares of Terminix common stock subject to such Terminix RSU Award. Each restricted stock unit award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix RSU Award immediately prior to the first effective time.

Terminix Performance Stock Unit Awards

At the first effective time, each Terminix PSU Award granted prior to the date of the merger agreement will be assumed by Rentokil Initial and converted into an equivalent Rentokil Initial restricted unit award, with the number of Rentokil Initial ADSs underlying each converted award determined by multiplying (1) the Equity Award Exchange Ratio by (2) the number of shares of Terminix common stock subject to such Terminix PSU Award (determined by deeming the applicable performance goals to be achieved at the greater of (i) the target level and (ii) the actual level of achievement through the latest practicable date prior to the first effective time as determined by the Terminix board of directors). Each restricted stock unit award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award immediately prior to the first effective time, other than any performance-based vested conditions.

Each Terminix PSU Award granted after the date of the merger agreement (under circumstances permitted by the merger agreement) will be assumed by Rentokil Initial and converted into an equivalent Rentokil Initial performance restricted unit award, with the number of target Rentokil Initial ADSs underlying each converted award determined by multiplying (A) the Equity Award Exchange Ratio by (B) the number of shares of Terminix common stock subject to such Terminix PSU Award (determined by assuming the applicable performance goals to be achieved at the target level). Each restricted stock unit award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award immediately prior to the first effective time, except that the applicable performance metrics will be adjusted in good faith by Terminix and Rentokil Initial to provide for performance metrics that are based on the combined businesses.

Terminix Director Deferred Share Equivalents

At the first effective time, each Terminix DSE Award will be cancelled in consideration for the right to receive, within 10 business days following the first effective time in respect of each share of Terminix common stock subject to such Terminix DSE Award immediately prior to the first effective time, the Vested Award Consideration, without interest.

Treatment of Terminix Employee Stock Purchase Plan

Following the date of the merger agreement, participation in the Terminix Employee Stock Purchase Plan (the “Terminix ESPP”) was limited to those employees who were participants on the date of the merger agreement and the Terminix ESPP was suspended as of January 1, 2022.

Listing of Rentokil Initial ADSs

The merger agreement obligates Rentokil Initial to use its reasonable best efforts to cause the Rentokil Initial ADSs to be issued in the transaction as part of the merger consideration to be listed on the NYSE prior to the first effective time. In addition, it is a requirement that Rentokil Initial receive acknowledgement

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by the FCA and the LSE that the ordinary shares represented by the Rentokil Initial ADSs to be issued in connection with the transaction shall be admitted to the premium listing segment of the FCA’s official list and to trading on the LSE’s main market for listed securities. Approval for listing on the NYSE of the Rentokil Initial ADSs is a condition to the obligations of Terminix and Rentokil Initial to complete the transaction as described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 140.

Rentokil Initial has agreed to cause a sponsored American depositary receipt facility to be established with The Bank of New York Mellon (the “depositary bank”) for the purposes of issuing the Rentokil Initial ADSs issuable pursuant to the merger agreement. In furtherance of this, Rentokil Initial will enter into a depositary agreement with the depositary bank and cause the depositary bank to (i) file a Form F-6 with the SEC and (ii) issue a number of Rentokil Initial ADSs sufficient to constitute the non-cash portion of the merger consideration.

Governance Matters Following Completion of the Transaction

Rentokil Initial is required to take all necessary corporate action so that, effective at the first effective time, the Rentokil Initial board of directors will include one additional member, jointly designated by Terminix and Rentokil Initial, who was serving as a director of Terminix as of the date of the merger agreement. As of the date of this proxy statement/prospectus, Terminix and Rentokil Initial have not made a determination as to which member of the Terminix board of directors will be designated to serve on the Rentokil Initial board of directors following the completion of the transaction.

Conditions to Completion of the Transaction

Mutual Conditions to Completion. The obligation of each of Terminix, Rentokil Initial, Bidco and each Merger Sub to complete the transaction is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the following conditions:

•

adoption of the merger agreement by Terminix stockholders;

•

(i) approval by Rentokil Initial shareholders of the transactions contemplated by the merger agreement, (ii) authorization by Rentokil Initial shareholders for the Rentokil Initial board of directors (or a duly authorized committee thereof) to (x) allot and issue Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs issued in connection with the first merger and (y) authorize Rentokil Initial and its subsidiaries to incur borrowings in excess of the limit on “moneys borrowed” set out in Rentokil Initial’s organizational documents, provided that the total amount of “moneys borrowed” so authorized will not exceed £5.0 billion and (iii) approval by Rentokil Initial shareholders of any Terminix stock plan to the extent considered necessary by Rentokil Initial under English law or regulation to give effect to certain provisions in the merger agreement or to the rights of any holder of any options or awards under any Terminix stock plan;

•

the absence of any injunction or order issued by any court or other governmental authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits completion of the transaction, and the absence of any applicable law enacted, entered or promulgated by any governmental authority that remains in effect and prohibits or makes illegal the completion of the transaction;

•

effectiveness of the registration statement for Rentokil Initial ordinary shares to be issued in the transaction (of which this proxy statement/prospectus forms a part) and of the registration statement on Form F-6 relating to the Rentokil Initial ADSs and the absence of any stop order suspending that effectiveness or any proceedings for that purpose pending before the SEC;

•

approval by the FCA of the prospectus (which will be combined with the shareholder circular referenced below) and publication thereof in accordance with the PR Rules;

•

approval by the FCA of the shareholder circular (which will be combined with the prospectus referenced above) and the distribution thereof to Rentokil Initial shareholders in accordance with the FCA’s Listing Rules and the articles of association of Rentokil Initial; and

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•

(i) approval for listing on the NYSE of the Rentokil Initial ADSs (and Rentokil Initial ordinary shares represented thereby) to be issued in connection with the transaction, subject to official notice of issuance, (ii) acknowledgement by the FCA of the approval of the application for the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs to the premium listing segment of the FCA’s official list, and (iii) acknowledgement by the LSE of the admission of Rentokil Initial ordinary shares represented by the Rentokil Initial ADSs on the LSE’s main market for listed securities.

Conditions to Completion for the Benefit of Rentokil Initial, Bidco and Each Merger Sub. In addition, the obligations of Rentokil Initial, Bidco and each Merger Sub to complete the transaction is subject to the satisfaction (or, to the extent permitted by applicable law, Rentokil Initial’s waiver) of the following conditions:

•

the accuracy of the representations and warranties of Terminix contained in the merger agreement as of the date of the merger agreement and as of the closing date, subject to certain exceptions and materiality standards provided in the merger agreement;

•

Terminix having performed in all material respects the obligations required to be performed by it under the merger agreement at or prior to the first effective time;

•

Rentokil Initial’s receipt of a certificate of an executive officer of Terminix, certifying that the conditions set forth in the two bullets directly above have been satisfied; and

•

Terminix having completed (i) the divestiture of Terminix’s pest control services business in the UK (the “first required sale”) and (ii) the divestiture of Terminix’s pest control services business in Norway (“second required sale” and together with the first required sale, the “required sales”). On June 1, 2022, Terminix announced that the required sales had been completed.

Conditions to Completion for the Benefit of Terminix. In addition, the obligations of Terminix to complete the transaction is subject to the satisfaction (or, to the extent permitted by applicable law, Terminix’s waiver) of the following conditions:

•

the accuracy of the representations and warranties of Rentokil Initial, Bidco and each Merger Sub contained in the merger agreement as of the date of the merger agreement and as of the closing date, subject to certain exceptions and materiality standards provided in the merger agreement;

•

each of Rentokil Initial, Bidco and each Merger Sub having performed in all material respects the obligations required to be performed by it under the merger agreement at or prior to the first effective time;

•

Terminix’s receipt of a certificate of an executive officer of Rentokil Initial certifying that the conditions set forth in the two bullets directly above have been satisfied; and

•

the receipt by Terminix of an opinion from its counsel, Wachtell, Lipton, Rosen & Katz, or Davis Polk & Wardwell LLP, counsel to Rentokil Initial, dated as of the closing date, in form and substance reasonably satisfactory to Terminix, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the first merger and the second merger, taken together, will qualify (i) as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) for an exception to the general rule of Section 367(a)(1) of the Code.

Representations and Warranties

Representations and Warranties of Terminix

The merger agreement contains customary representations and warranties made by Terminix that are subject in some cases to specified exceptions and qualifications contained in the merger agreement, in the disclosure schedules or in certain reports filed by Terminix with the SEC on or after January 1, 2020 and at least three business days prior to the date of the merger agreement. In particular, certain of these representations and warranties are subject to exceptions that are not material to Terminix and its subsidiaries, taken as a whole, and exceptions that do not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Terminix. For the definition of material adverse effect for

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Terminix, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Definition of ‘Material Adverse Effect’” beginning on page 144. The representations and warranties by Terminix in the merger agreement relate to, among other things:

•

corporate existence, good standing and qualification to conduct business;

•

due authorization, execution and validity of the merger agreement;

•

governmental approvals necessary to complete the transaction;

•

absence of any conflict with or violation or breach of organizational documents or any conflict with or violation or breach of agreements, laws or regulations, or creation or imposition of any lien on any asset of the applicable party or its respective subsidiaries as a result of the execution, delivery or performance of the merger agreement or completion of the transaction;

•

capitalization;

•

subsidiaries;

•

SEC filings, the absence of material misstatements or omissions from such filings and compliance with the Sarbanes-Oxley Act;

•

financial statements;

•

information provided by Terminix for inclusion in disclosure documents to be filed with the SEC and the FCA in connection with the transaction;

•

conduct of business in the ordinary course and absence of changes that have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Terminix, in each case since June 30, 2021;

•

the absence of any actions since June 30, 2021 through the date of the merger agreement that would constitute a breach of certain interim operating covenants of Terminix if such action was taken between the date of the merger agreement and the closing date of the transaction;

•

absence of undisclosed material liabilities;

•

litigation;

•

permits and court orders;

•

compliance with laws;

•

tax matters;

•

employees, employee benefit plans and labor matters;

•

intellectual property matters;

•

environmental matters;

•

compliance with the Foreign Corrupt Practices Act of 1977, as amended, and anti-corruption laws in other jurisdictions;

•

transactions with affiliates;

•

inapplicability of antitakeover statutes;

•

receipt of a fairness opinion from Terminix’s financial advisor;

•

fees payable to Terminix’s financial advisor in connection with the transaction;

•

no ownership of Rentokil Initial ordinary shares;

•

material contracts, properties and insurance matters; and

•

no other representations and warranties.

Representations and Warranties of Rentokil Initial, Bidco and Each Merger Sub

The merger agreement contains customary representations and warranties made by Rentokil Initial, Bidco and each Merger Sub that are subject in some cases to specified exceptions and qualifications contained

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in the merger agreement, in the disclosure schedules or in certain reports publicly filed by Rentokil Initial on or after January 1, 2020 and at least three business days prior to the date of the merger agreement. In particular, certain of these representations and warranties are subject to exceptions that are not material to Rentokil Initial and its subsidiaries, taken as a whole, and exceptions that do not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Rentokil Initial. For the definition of material adverse effect for Rentokil Initial, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Definition of ‘Material Adverse Effect’” beginning on page 144. The representations and warranties by Rentokil Initial in the merger agreement relate to, among other things:

•

corporate existence, good standing and qualification to conduct business;

•

due authorization, execution and validity of the merger agreement;

•

governmental approvals necessary to complete the transaction;

•

absence of any conflict with or violation or breach of organizational documents or any conflict with or violation or breach of agreements, laws or regulations, or creation or imposition of any lien on any asset of the applicable party or its respective subsidiaries as a result of the execution, delivery or performance of the merger agreement or completion of the transaction;

•

capitalization;

•

subsidiaries;

•

FCA and other filings;

•

financial statements;

•

information provided by Rentokil Initial for inclusion in disclosure documents to be filed with the SEC and the FCA in connection with the transaction;

•

conduct of business in the ordinary course and absence of changes that have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Rentokil Initial, in each case since June 30, 2021;

•

absence of undisclosed material liabilities;

•

litigation;

•

permits and court orders;

•

compliance with laws;

•

compliance with the Foreign Corrupt Practices Act of 1977, as amended, and anti-corruption laws in other jurisdictions;

•

fees payable to Rentokil Initial’s financial advisors in connection with the transaction;

•

no ownership of Terminix common stock;

•

certain tax matters;

•

matters with respect to the financing of the transaction; and

•

no other representations and warranties.

Definition of “Material Adverse Effect”

Many of the representations and warranties in the merger agreement are qualified by a “material adverse effect” on the party or parties making such representation or warranty. For purposes of the merger agreement, “material adverse effect” means, with respect to Terminix or Rentokil Initial, as the case may be, any event, change, effect, circumstance, fact, development or occurrence that has a material adverse effect on the business, operations or financial condition of that party and its subsidiaries, taken as a whole, except that no event, change, effect, circumstance, fact, development or occurrence to the extent resulting from,

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arising out of or related to any of the following will be deemed to constitute a material adverse effect or will be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect:

•

any changes in general United States or global economic conditions or other general business, financial or market conditions;

•

any changes in conditions generally affecting the industries in which that party or any of its subsidiaries operate;

•

fluctuations in the value of any currency;

•

any decline in the market price or trading volume of Terminix common stock or Rentokil Initial ordinary shares, respectively (but not any events, changes, effects, circumstances, facts, developments or occurrences giving rise to or contributing to that reduction that are not otherwise excluded from the definition of material adverse effect);

•

regulatory, legislative or political conditions or conditions in securities, credit, financial, debt or other capital markets, in each case in the United States or any foreign jurisdiction;

•

any failure by that party or any of its subsidiaries to meet any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period (but not any events, changes, effects, circumstances, facts, developments or occurrences giving rise to or contributing to that failure that are not otherwise excluded from the definition of material adverse effect);

•

the execution and delivery of the merger agreement, the public announcement or pendency of the merger agreement or transactions contemplated therein, including the transaction, the taking of any action required or expressly contemplated by the merger agreement (subject to certain exceptions) or the identity of, or any facts or circumstances relating to, any other party to the merger agreement or that other party’s subsidiaries;

•

any adoption, implementation, promulgation, repeal, modification, amendment, authoritative interpretation, change or proposal of any applicable law (or the interpretation thereof) of or by any governmental authority;

•

any changes or prospective changes in GAAP (with respect to Terminix) or IFRS (with respect to Rentokil Initial), or, in each case, authoritative interpretations thereof;

•

geopolitical conditions, the outbreak or escalation of hostilities, civil or political unrest, any acts of war, sabotage, cyberattack or terrorism, or any escalation or worsening of any such acts of war, sabotage, cyberattack or terrorism threatened or underway as of the date of the merger agreement;

•

any reduction in the credit rating of the applicable party or any of its subsidiaries (but not any events, changes, effects, circumstances, facts, developments or occurrences giving rise to or contributing to that reduction that are not otherwise excluded from the definition of material adverse effect);

•

any epidemic, plague, pandemic (including COVID-19) or other outbreak of illness or public health event, hurricane, earthquake, flood, calamity or other natural disasters, acts of God or any change resulting from weather condition (or any worsening of any of the foregoing), including the response of governmental and non-governmental entities, including any COVID-19 measures;

•

any claims, actions, suits or proceedings arising from allegations of a breach of fiduciary duty or violation of applicable law relating to the merger agreement or the transactions contemplated therein; or

•

certain matters set forth in the disclosure schedules delivered by Terminix to Rentokil Initial concurrently with the execution of the merger agreement.

However, in the case of any events, changes, effects, circumstances, facts, developments or occurrences referred to in the first, second, third, fifth, eighth, ninth, tenth or twelfth bullets in the immediately preceding list, to the extent that any such event, change, effect, circumstance, fact, development or occurrence on that party taken as a whole, is disproportionately adverse relative to the adverse impact of such event, change,

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effect, circumstance, fact, development or occurrence on the other participants in, in the case of Terminix and its subsidiaries, the industry, or, in the case of Rentokil Initial and its subsidiaries, the industries, in which Terminix and its subsidiaries or Rentokil Initial and its subsidiaries, as applicable, operate, and then solely to the extent of such disproportionality.

Conduct of Business Pending the Transaction

In general, except (i) as required or prohibited by applicable law, (ii) in connection with any action reasonably taken, or reasonably omitted to be taken, in connection with COVID-19 or any COVID-19 measures (provided that Terminix provides prior notice to and consults in good faith with Rentokil Initial to the extent permitted under applicable law and practicable under the circumstances), (iii) as set forth in the disclosure schedules delivered by Terminix to Rentokil Initial concurrently with the execution of the merger agreement or (iv) as required or expressly contemplated by the merger agreement, unless Rentokil Initial otherwise consents (which consent may not be unreasonably withheld, conditioned or delayed), Terminix and its subsidiaries are required to use commercially reasonable efforts to (A) conduct their business in all material respects in the ordinary course of business, (B) preserve intact its business organization, (C) keep available the services of its present key employees, (D) maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other third parties with whom it has material business relations and (E) maintain in effect all material governmental licenses and consents necessary for the operation of its businesses.

Without limiting the generality of the foregoing, except (i) as required or prohibited by applicable law, (ii) in connection with any action reasonably taken, or reasonably omitted to be taken, in connection with COVID-19 or any COVID-19 measures (provided that Terminix provides prior notice to and consults in good faith with Rentokil Initial to the extent permitted under applicable law and practicable under the circumstances), (iii) as set forth in the disclosure schedules delivered by Terminix to Rentokil Initial concurrently with the execution of the merger agreement or (iv) as required or expressly contemplated by the merger agreement, unless Rentokil Initial otherwise consents (which consent may not be unreasonably withheld, conditioned or delayed), each of Terminix and its subsidiaries are not permitted to:

•

(A) adopt any change to its certificate of incorporation, by-laws or other organizational documents, other than any changes to the organizational documents of the subsidiaries of Terminix that are not material and adverse to Terminix and the holders of Terminix common stock, (B) merge or consolidate with any other person, other than transactions solely among Terminix’s wholly owned subsidiaries, and (C) adopt a plan of complete or partial liquidation, dissolution, recapitalization or restructuring, other than transactions solely among Terminix’s wholly owned subsidiaries;

•

acquire any interest in any asset, security or property, other than (A) acquisitions of assets, securities or property in the U.S. in an amount not to exceed $60 million per individual transaction or $150 million in the aggregate (including the value of any contingent payments potentially payable), in each case, in any 12-month period (provided that Terminix will provide Rentokil Initial at least 30 days’ prior written notice before entering into or consummating any acquisition in the U.S. in an amount exceeding $25 million per individual transaction), (B) transactions (1) solely among Terminix and one or more of its wholly owned subsidiaries or (2) solely among Terminix’s wholly owned subsidiaries and (C) acquisitions of inventory or equipment in the ordinary course of business consistent with past practice (provided that any of the acquisitions or transactions described in clauses (A) through (C) shall require the prior written consent of Rentokil Initial if such acquisition or transaction would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the merger agreement);

•

split, combine or reclassify any shares of their capital stock, other than transactions solely among Terminix’s wholly owned subsidiaries;

•

amend any term or alter any rights of any of its outstanding equity securities;

•

declare, set aside or pay any dividend or make any other distribution in respect of any shares of its equity securities, other than dividends or distributions by a subsidiary of Terminix to Terminix or a wholly owned subsidiary of Terminix;

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•

redeem, repurchase, cancel or otherwise acquire (or offer to do any of the foregoing) any of its equity securities, other than repurchases of shares of Terminix common stock in connection with the exercise of Terminix Stock Options or the vesting or settlement of Terminix RSU Awards, Terminix PSU Awards or Terminix DSE Awards, in each case outstanding as of the date of the merger agreement in accordance with the present terms of such Terminix equity awards or granted after the date of the merger agreement to the extent permitted by the merger agreement;

•

issue, deliver or sell (or authorize any of the foregoing) any shares of its capital stock or any other equity securities, other than (i) the issuance of any shares of Terminix common stock in connection with the exercise of Terminix Stock Options or the vesting or settlement of Terminix RSU Awards, Terminix PSU Awards or Terminix DSE Awards that are, in each case, outstanding as of the date of the merger agreement in accordance with the present terms of such Terminix equity awards, (ii) the issuance of shares of Terminix common stock on the exercise of purchase rights under Terminix ESPP, as amended and restated, in accordance with the terms of the merger agreement or (iii) with respect to equity securities of any subsidiary of Terminix, in connection with transactions (A) solely among Terminix and one or more of its wholly owned subsidiaries or (B) solely among Terminix’s wholly owned subsidiaries;

•

authorize, make or incur any capital expenditures or obligations or liabilities in connection therewith during the fiscal years 2021 and 2022, other than any capital expenditures contemplated by the capital expenditure budget of Terminix set forth in the disclosure schedules delivered by Terminix to Rentokil Initial;

•

sell, lease, license, transfer or otherwise dispose of any assets, securities or property (other than intellectual property rights, which are the subject of the penultimate bullet below), other than (A) sales or dispositions of inventory or tangible personal property (including equipment), in each case in the ordinary course of business, (B) dispositions of assets, securities or property in an amount not to exceed $5 million in the aggregate for all such dispositions and (C) transactions (1) solely among Terminix and one or more of its wholly owned subsidiaries or (2) solely among Terminix’s wholly owned subsidiaries;

•

make any material loans, advances or capital contributions to, or investments in, any other entity, other than loans, advances, capital contributions or investments (1) by Terminix to or in one or more of its wholly owned subsidiaries or (2) by any subsidiary of Terminix to or in Terminix or any wholly owned subsidiary of Terminix;

•

incur or otherwise become liable for any indebtedness for borrowed money, or issue or sell any debt securities or other rights to acquire debt securities, other than (A) additional borrowings under Terminix’s existing credit agreement (as in effect as of the date of the merger agreement), (B) intercompany indebtedness among Terminix and its wholly owned subsidiaries or among Terminix’s wholly owned subsidiaries, and (C) guarantees of indebtedness of Terminix or its wholly owned subsidiaries outstanding on the date of the merger agreement or otherwise incurred in compliance with the interim operating covenants set forth in the merger agreement;

•

create or incur any lien (except for a permitted lien) on any material asset;

•

(A) enter into any material contract, other than certain contracts (1) providing for or related to the acquisition or disposition of assets or securities or any business, (2) with any governmental authority, (3) providing for third-party indebtedness for borrowed money, or (4) providing for the settlement of any claim, action or proceeding or threatened claim, action or proceeding (or series of related, claims, actions or proceedings), in each case, other than to the extent the underlying action is otherwise permitted by the merger agreement, (B) except as otherwise expressly permitted by the merger agreement, terminate, renew, extend or in any material respect modify or amend any Terminix material contract or waive, release or assign any material right or claim under such material contract, other than (I) any such action (excluding termination) with respect to any Terminix material contract that required payment or consideration in an amount in excess of $5 million in the fiscal year ending December 31, 2021 or any fiscal year thereafter and cannot be terminated by Terminix or such subsidiary on 60 days’ notice or less without material payment or penalty with customers in the ordinary course of business, and (II) the expiration of any Terminix material contract in accordance

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with its terms, or (C) enter into any contract that is material to the businesses of Terminix and its subsidiaries, taken as a whole, which requires or expressly purports to require a consent from any person in connection with the consummation of the transactions contemplated by the merger agreement;

•

voluntarily terminate, suspend, abrogate, amend or modify any material permit in a manner materially adverse to Terminix and its subsidiaries, taken as a whole;

•

except as required by Terminix employee compensation or benefit plans, any agreements by and between Terminix and any employee, or any collective bargaining arrangements as in effect as of the date of the merger agreement:

•

grant any change in control, severance, retention or termination pay to (or amend any existing change in control, severance, retention or termination pay arrangement with) any of their respective current or former directors, officers, employees or individual consultants, other than (1) granting retention bonuses in an aggregate amount up to $20 million in accordance with the allocation schedule provided to Rentokil Initial prior to the date of the merger agreement, and (2) entering into arrangements with certain employees providing for full or partial reimbursement for excise taxes under Section 4999 of the Code in an aggregate amount of up to $10 million for all such employees,

•

grant any Terminix equity awards, other than (1) annual equity award grants for 2022 (including grants made in connection with promotions of employees into a position of Vice President or below) in the ordinary course of business consistent with past practice with an aggregate grant date value of up to $21 million and (2) off-cycle grants to new hires in the ordinary course of business consistent with past practice with an aggregate grant date value of up to $3 million,

•

take any action to accelerate the vesting of, or payment of, any compensation or benefit under any Terminix employee plan,

•

establish, adopt, amend or terminate any Terminix employee plan or collective bargaining arrangement, other than amendments of health and welfare benefit plans (excluding severance benefit plans) in the ordinary course of business consistent with past practice that would not increase the aggregate annual cost to Terminix and its subsidiaries of maintaining all Terminix employee plans that are health and welfare benefit plans (excluding severance benefit plans) by more than 3% in the aggregate for all such amendments,

•

increase the compensation, bonus opportunity or other benefits payable to any of their current or former respective directors, officers or employees, other than any annual merit increases in base compensation (and corresponding target bonus opportunity) for (1) any officer or employee, (except that such increase shall not exceed 5% for any such individual at the level of Director or above) and (2) any increases in base compensation and target bonus opportunity for promoted employees below the level of Vice President, and which, in each case, are done in the ordinary course of business consistent with past practice and in the aggregate would not increase the annual cost to the Company and its Subsidiaries of such compensation by more than 3% in accordance with the annual operating budget previously provided to Rentokil Initial, or

•

hire, promote or terminate without cause any employee with the title of Vice President or above;

•

make any material change in any method of financial accounting or financial accounting principles or practices, except for any such change required by reason of a change in GAAP or Regulation S-X under the U.S. Exchange Act, as approved by its independent public accountants;

•

(A) make, change or revoke any material tax election, other than (I) in the ordinary course of business or (II) any entity classification election pursuant to Treasury Regulations Section 301.7701-3 or other election with respect to any acquired entity acquired by Terminix or any of its subsidiaries after the date of the merger agreement, (B) change any annual tax accounting period other than (I) in the ordinary course of business or (II) in order to conform a tax accounting period of a subsidiary to a taxable year ending on December 31, (C) change any material method of tax accounting, (D) enter into any material closing agreement with respect to taxes, (E) settle or surrender or otherwise concede, terminate or resolve any material tax claim, audit, investigation or assessment, in each case,

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for an amount materially in excess of amounts reserved in accordance with GAAP, or (F) apply for a ruling from any taxing authority;

•

settle or compromise any claim, action, suit, investigation or proceeding involving or against Terminix or any of its subsidiaries that would reasonably be expected to have a material effect on the business of Terminix or the combined business of Terminix and Rentokil Initial after the completion of the transaction, other than any settlement or compromise that (A) does not involve payments (contingent or otherwise) by Terminix or any of its subsidiaries in excess of (I) $1 million individually or (II) $5 million in the aggregate, in the case of (II), over the aggregate amount reflected or reserved against in the most recent balance sheets (or the notes thereto) included in the Terminix SEC documents relating to such claims, actions, suits, investigations or proceedings, and (B) does not involve any finding or admission of a violation of applicable law by Terminix, Rentokil Initial or their respective affiliates or any material non-monetary relief or obligations (but not with respect to any claim, action, suit, investigation or proceeding (I) in respect of taxes (which shall be governed exclusively by the immediately preceding bullet) or (II) brought by the stockholders of Terminix against Terminix and/or its directors relating to the merger agreement and the transactions contemplated thereby;

•

take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to (A) prevent or impede the first merger and the second merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or (B) cause the stockholders of Terminix (subject to certain exceptions) to recognize gain pursuant to Section 367(a)(1) of the Code;

•

license or grant any rights under, sublicense, modify, terminate, sell, transfer, assign, create or incur any lien on, or otherwise dispose of any material Terminix intellectual property other than permitted liens and non-exclusive licenses granted to customers in the ordinary course of business, or permit any material Terminix registered intellectual property to lapse, expire or become abandoned prior to the end of the applicable term of such Terminix registered intellectual property, or otherwise fail to take any action necessary to maintain, enforce or protect any material Terminix intellectual property, in each case, consistent with past practice; or

•

agree, resolve or commit to do any of the foregoing.

In general, except (i) as required or prohibited by applicable law, (ii) in connection with any action reasonably taken, or reasonably omitted to be taken, in connection with COVID-19 or any COVID-19 measures (provided that Rentokil Initial provides prior notice to and consults in good faith with Terminix to the extent permitted under applicable law and practicable under the circumstances), (iii) as set forth in the disclosure schedules delivered by Rentokil Initial to Terminix concurrently with the execution of the merger agreement or (iv) as required or expressly contemplated by the merger agreement, unless Terminix otherwise consents (which consent may not be unreasonably withheld, conditioned or delayed), Rentokil Initial and its subsidiaries are required to use commercially reasonable efforts to conduct their business in all material respects in the ordinary course of business.

Without limiting the generality of the foregoing, except (i) as required or prohibited by applicable law, (ii) in connection with any action reasonably taken, or reasonably omitted to be taken, in connection with COVID-19 or any COVID-19 measures (provided that Rentokil Initial provides prior notice to and consults in good faith with Terminix to the extent permitted under applicable law and practicable under the circumstances), (iii) as set forth in the disclosure schedules delivered by Rentokil Initial to Terminix concurrently with the execution of the merger agreement or (iv) as required or expressly contemplated by the merger agreement, unless Terminix otherwise consents (which consent may not be unreasonably withheld, conditioned or delayed), each of Rentokil Initial and its subsidiaries are not permitted to:

•

adopt or propose any change to (A) Rentokil Initial’s organizational documents that would (x) adversely impact the holders of Rentokil Initial ordinary shares (including holders of Terminix common stock that will become holders of Rentokil Initial ADSs as a result of the first merger) or (y) increase the risk of not satisfying the mutual conditions to the completion of the transaction or the conditions to the obligations of Rentokil Initial, Bidco and each Merger Sub to consummate the transaction as set forth in the merger agreement or otherwise prevent or materially delay the

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consummation of the transactions contemplated by the merger agreement, or (B) the organizational documents of Bidco or either Merger Sub;

•

split, combine or reclassify any shares of Rentokil Initial;

•

declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of Rentokil Initial, other than regular cash dividends in the ordinary course of business consistent with past practice (including with respect to the timing of declaration, and the record and payment dates) in an amount not to exceed £0.10 per Rentokil Initial ordinary share in any 12-month period (appropriately adjusted to reflect any stock dividends, subdivisions, splits, combinations or other similar events relating to Rentokil Initial ordinary shares);

•

redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of Rentokil Initial’s equity securities, other than repurchases of existing Rentokil Initial ADSs or Rentokil Initial ordinary shares (whether directly by Rentokil Initial or by a third-party employee benefit trust funded by Rentokil Initial) in connection with the exercise, vesting or settlement of Rentokil Initial equity awards (including in satisfaction of any amounts required to be deducted or withheld under applicable law), in each case outstanding as of the date of the merger agreement in accordance with the present terms of such Rentokil Initial equity awards or granted after the date of the merger agreement to the extent permitted by the merger agreement;

•

issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of Rentokil Initial or any securities convertible into or exchangeable for any such shares or any rights, warrants or options to acquire any such shares or convertible securities, other than (A) the issuance of any existing Rentokil Initial ADSs or Rentokil Initial ordinary shares on the exercise, vesting or settlement of Rentokil Initial equity awards, (B) the grant of Rentokil Initial equity awards to employees, directors or individual independent contractors of Rentokil Initial or any of its subsidiaries pursuant to Rentokil Initial’s equity compensation plans or (C) in connection with the issuance of Rentokil Initial ADSs required by the merger agreement;

•

(A) sell substantially all of the consolidated assets of Rentokil Initial, (B) adopt a plan of complete or partial liquidation or dissolution or (C) enter into a business combination transaction pursuant to which the pre-transaction Rentokil Initial ordinary shares as of the closing of such transaction no longer represent a majority of the outstanding voting power of Rentokil Initial or its successor or, if there is a publicly traded parent company directly or indirectly holding Rentokil Initial or its successor as a result of the transaction, of the publicly traded company;

•

take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to (A) prevent or impede the first merger and the second merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or (B) cause the stockholders of Terminix (subject to certain exceptions) to recognize gain pursuant to Section 367(a)(1) of the Code; or

•

agree, resolve or commit to do any of the foregoing.

Notwithstanding anything to the contrary, neither Terminix or Rentokil Initial is permitted to, directly or indirectly, merge with any other entity, acquire or purchase any assets, securities or property, or enter into any transaction with any business that competes, or if commercialized would compete, with material products or material services of the other party or any subsidiaries of the other party, if doing so would reasonably be expected to prevent or materially delay the satisfaction of the conditions to the transaction or completion of the transaction. Nothing contained in the merger agreement gives Rentokil Initial, directly or indirectly, the right to control or direct Terminix’s operations, other than after the closing of the transaction.

No Solicitation

Subject to the exceptions described in this section, each of Terminix and Rentokil Initial has agreed not to, and to cause its subsidiaries and its and its subsidiaries’ respective directors and officers not to, and to use its reasonable best efforts to cause its and its subsidiaries’ other employees and representatives, not to, directly or indirectly:

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•

solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making or submission of any acquisition proposal (as defined below in this section);

•

(A) enter into or participate in any discussions or negotiations with any third party, (B) furnish to any third party any information or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any third party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, an acquisition proposal;

•

approve, recommend or enter into or publicly or formally propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or non-binding) with respect to an acquisition proposal;

•

(A) make an adverse recommendation change, (B) fail to include the board recommendation in, with respect to Rentokil Initial, the Rentokil Initial circular or, with respect to Terminix, the Terminix proxy statement/prospectus, or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any acquisition proposal; or

•

take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar antitakeover laws and regulations of the State of Delaware inapplicable to any third party or any acquisition proposal.

However, if at any time prior to the adoption of the merger agreement by Terminix stockholders, in the case of Terminix, or at any time prior to the approval of the Rentokil Initial transaction-related matters contemplated by the merger agreement by Rentokil Initial shareholders, in the case of Rentokil Initial, Terminix or Rentokil Initial, as applicable, receives a bona fide written acquisition proposal made after the date of the merger agreement which has not resulted from a violation of the solicitation restrictions described in the first paragraph of this section (under “— No Solicitation”), the board of directors of that party is permitted to, directly or indirectly through its representatives, and subject to certain exceptions and qualifications described in the merger agreement:

•

contact the third party that has made such acquisition proposal in order to ascertain facts or clarify terms for the sole purpose of the Terminix board of directors or the Rentokil Initial board of directors, as applicable, informing itself about such acquisition proposal and such third party; and

•

if the Terminix board of directors or the Rentokil Initial board of directors, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal is or could reasonably be expected to lead to a superior proposal (as defined below in this section), (A) engage in negotiations or discussions with the third party that has made such acquisition proposal and (B) furnish to such third party and its representatives and financing sources non-public information relating to Terminix or Rentokil Initial, as applicable, or any of its subsidiaries pursuant to a confidentiality agreement that (1) does not contain any provision that would prevent that party from complying with its obligation to provide disclosure to the other party in connection with these solicitation restrictions and (2) contains confidentiality and use provisions that, in each case, are no less favorable in the aggregate to Terminix or Rentokil Initial, as applicable, than those contained in the confidentiality agreement in place between Terminix and Rentokil Initial as of the date of the merger agreement, so long as all such nonpublic information (to the extent not previously provided or made available to the other party) is provided or made available to the other party substantially concurrently with the time it is provided or made available to such third party.

Terminix or Rentokil Initial, as applicable, are required (1) to notify the other party as promptly as practicable (but in no event later than 24 hours) after receipt by the other party of any acquisition proposal or any request for information relating to it or any of its subsidiaries that, to the knowledge of such party, is reasonably likely to make or has made any acquisition proposal, (2) keep the other party reasonably informed, on a reasonably current basis, of any material changes in the status and details (or any changes to the type and amount of consideration) of any such acquisition proposal or request and (3) as promptly as practicable (but in no event later than 24 hours after receipt) provide to the other party copies of all material

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written correspondence, proposals or indications of interest relating to the terms and conditions of such acquisition proposal or request sent or provided to Terminix or Rentokil Initial, as applicable, or any of its subsidiaries (as well as written summaries of any material oral communications relating to the terms and conditions of any acquisition proposal).

Prior to the adoption of the merger agreement by Terminix stockholders, in the case of Terminix, or at any time prior to the approval of the Rentokil Initial transaction-related matters by Rentokil Initial shareholders, in the case of Rentokil Initial, in response to an acquisition proposal that the Terminix board of directors or the Rentokil Initial board of directors, as applicable, determines in good faith constitutes a superior proposal, the Terminix board of directors or the Rentokil Initial board of directors, as applicable, may, if the Terminix board of directors or the Rentokil Initial board of directors, as applicable, determines in good faith, after consultation with its outside legal counsel and a financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its duties under applicable law, make an adverse recommendation change and/or, in the case of Terminix, terminate the merger agreement to enter into a definitive agreement providing for such superior proposal, but only if:

(A)

such party first notifies the other party in writing at least five business days prior to taking such action of its intention to take such action, which notice shall include an unredacted copy of such superior proposal and a copy of any financing commitments (in the form provided to such party) relating thereto (and, to the extent not in writing, the material terms and conditions thereof and the identity of the person making such proposal);

(B)

such party makes its representatives reasonably available to negotiate with the other party and its representatives during such five business day notice period, to the extent the other party wishes to negotiate, to enable the other party to propose revisions to the terms of the merger agreement such that it would cause such superior proposal to no longer constitute a superior proposal;

(C)

upon the end of such notice period, the applicable party’s board of directors considers in good faith any revisions to the terms of the merger agreement committed to in writing by the other party, and determines that the superior proposal would nevertheless continue to constitute a superior proposal; and

(D)

in the event of any change to any of the financial terms or any other material terms of such superior proposal, such party, in each case, delivers to the other party an additional notice consistent with that described in clause (A) and a new notice period under clause (A) will commence each time, except each such notice period shall be three business days (instead of five business days), during which time such party must comply with the foregoing requirements anew with respect to each such additional notice, including clauses (A) through (C) above.

For purposes of this proxy statement/prospectus, “acquisition proposal” means, with respect to Terminix, any indication of interest, proposal or offer from any person or “group” as defined in Section 13(d) of the U.S. Exchange Act, other than Rentokil Initial and its subsidiaries, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of Terminix or any of its subsidiaries (including securities of subsidiaries) equal to 20% or more of the consolidated assets of Terminix, or to which 20% or more of the revenues or earnings of Terminix on a consolidated basis are attributable for the most recent fiscal year for which audited financial statements are then available, (ii) direct or indirect acquisition or issuance (whether in a single transaction or a series of related transactions) of 20% or more of the outstanding voting power of Terminix or the outstanding shares of Terminix common stock, (iii) tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning 20% or more of the outstanding voting power of Terminix or the outstanding shares of Terminix common stock or (iv) merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction or series of related transactions involving Terminix or any of its subsidiaries, under which any person or group or, in the case of clause (B), the stockholders or equityholders of any person or group would acquire, directly or indirectly, (A) assets equal to 20% or more of the consolidated assets of Terminix, or to which 20% or more of the revenues or earnings of that party on a consolidated basis are attributable for the most recent fiscal year for which audited financial statements are then available, or (B) beneficial ownership of 20% or more of the outstanding voting power of Terminix or the surviving or resulting entity in such transaction, 20% or more

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of the outstanding equity or voting securities of the surviving or resulting entity in such transaction or 20% or more of the outstanding shares of Terminix common stock.

For purposes of this proxy statement/prospectus, “acquisition proposal” means, with respect to Rentokil Initial, any indication of interest, proposal or offer from any person or “group” as defined in Section 13(d) of the U.S. Exchange Act, other than Terminix and its subsidiaries, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of Rentokil Initial or any of its subsidiaries (including securities of subsidiaries) equal to 50% or more of the consolidated assets of Rentokil Initial, or to which 50% or more of the revenues or earnings of Rentokil Initial on a consolidated basis are attributable for the most recent fiscal year for which audited financial statements are then available, (ii) direct or indirect acquisition or issuance (whether in a single transaction or a series of related transactions) of 50% or more of the outstanding voting power of Rentokil Initial or Rentokil Initial ordinary shares, (iii) tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning 50% or more of the outstanding voting power of Rentokil Initial or Rentokil Initial ordinary shares or (iv) merger, consolidation, share exchange, business combination, scheme of arrangement joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction or series of related transactions involving Rentokil Initial or any of its subsidiaries, under which any person or group or, in the case of clause (B), the stockholders or equityholders of any person or group would acquire, directly or indirectly, (A) assets equal to 50% or more of the consolidated assets of Rentokil Initial, or to which 50% or more of the revenues or earnings of Rentokil Initial on a consolidated basis are attributable for the most recent fiscal year for which audited financial statements are then available, or (B) beneficial ownership of 50% or more of the outstanding voting power of Rentokil Initial or the surviving or resulting entity in such transaction, 50% or more of the outstanding equity or voting securities of the surviving or resulting entity in such transaction or 50% or more of the outstanding Rentokil Initial ordinary shares.

For purposes of this proxy statement/prospectus, “superior proposal” means, with respect to Terminix or Rentokil Initial as the context so requires, any bona fide, written acquisition proposal made after the date of the merger agreement, in circumstances not involving a breach of the merger agreement, from any person (other than the other party and such other party’s subsidiaries or affiliates) to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination or similar acquisition transaction (including, in the case of Rentokil Initial, a scheme of arrangement), (i) all or substantially all of the “non-cash or cash equivalent” assets of Terminix or Rentokil Initial, as applicable or (ii) more than fifty percent (50%) of the outstanding shares of Terminix common stock or Rentokil Initial ordinary shares, as applicable on terms that such party’s board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking into account all the terms and conditions of the acquisition proposal that such party’s board of directors considers to be appropriate (including the identity of the third party making the acquisition proposal and the expected timing and likelihood of consummation, any governmental or other approval requirements (including divestitures and entry into other commitments and limitations), break-up fees, expense reimbursement provisions, conditions to consummation and the availability of necessary financing (including, if a cash transaction (in whole or in part), the availability of such funds and the nature, terms and conditionality of any committed financing), would result in a transaction that is more favorable to such party’s stockholders or shareholders, as applicable, than the transaction and is reasonably capable of being completed on the terms proposed.

Prior to the adoption of the merger agreement by Terminix stockholders, in the case of Terminix, or at any time prior to the approval of the Rentokil Initial transaction-related matters by Rentokil Initial shareholders, in the case of Rentokil Initial, the Terminix board of directors or the Rentokil Initial board of directors, as applicable, may effect an adverse recommendation change in response to or relating to an intervening event (as defined below in this section) if the Terminix board of directors or the Rentokil Initial board of directors, as applicable, determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, provided that:

(A)

such party will first notify the other party in writing at least five business days prior to taking such action that such party intends to take such action, which notice will include a reasonably detailed description of such intervening event;

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(B)

if requested by the other party, such party will make its representatives reasonably available to negotiate with the other party and the other party’s representatives during such five business day period following such notice regarding any proposal by the other party to amend the terms of the merger agreement in response to such intervening event; and

(C)

such party’s board of directors will not effect any adverse recommendation change involving or relating to an intervening event unless, after the five business day period described in the foregoing clause (B), such party’s board of directors determines in good faith, after consultation with its outside legal counsel and taking into account any written commitment by the other party to amend the terms of the merger agreement during such five business day period, that the failure to take such action would continue to be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

For purposes of this proxy statement/prospectus, “intervening event” means, with respect to Terminix or Rentokil Initial, as the case may be, any material event, change, effect, development or occurrence that (i) was not known or reasonably foreseeable to the Terminix board of directors or the Rentokil Initial board of directors, as applicable, as of or prior to the date of the merger agreement and (ii) does not relate to or involve (A) any acquisition proposal with respect to Terminix or Rentokil Initial, as applicable, (B) any change in the market price or trading volume of, with respect to Terminix, Terminix common stock, or with respect to Rentokil Initial, Rentokil Initial ordinary shares (provided, that the underlying cause of such change may be taken into account, to the extent otherwise permitted by this definition), (C) any event, change or circumstance relating to the other party or any of its affiliates (unless such event, change or circumstance constitutes a material adverse effect with respect to the other party), (D) any change in conditions generally (including any regulatory changes) affecting the industries or sectors in which Terminix, Rentokil Initial or any of their respective subsidiaries operates, (E) clearance of the transaction under the antitrust laws or any matters relating thereto or arising therefrom, (F) the taking of any action required or expressly contemplated by the merger agreement or (G) the fact, in and of itself, that Terminix or Rentokil Initial, as applicable, or any of its subsidiaries has met or exceeded any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period (provided, that the underlying cause thereof may be taken into account, to the extent otherwise permitted by this definition).

Efforts to Consummate the Transaction

Terminix and Rentokil Initial have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to complete the transaction as promptly as reasonably practicable, including:

(i)

preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all filings necessary to complete the transaction and other transactions contemplated by the merger agreement;

(ii)

using reasonable best efforts to obtain, as promptly as practicable, and thereafter maintain, all consents from any governmental authority or other third party that are necessary, proper or advisable to consummate the transaction or other transactions contemplated by the merger agreement, and complying with the terms and conditions of each consent; and

(iii)

cooperating in their efforts to comply with their obligations under the merger agreement, including in seeking to obtain as promptly as practicable any consents necessary, proper or advisable to complete the transaction.

Terminix’s and Rentokil Initial’s obligation to use their reasonable best efforts also includes (i) defending any lawsuit or other legal proceeding, whether judicial or administrative, brought by any governmental authority or third party challenging the merger agreement or seeking to enjoin, restrain, prevent, prohibit or make illegal the completion of the transaction or any of the other transactions contemplated by the merger agreement, and (ii) contesting any order entered into by or with any governmental authority or arbitrator in a court of competent jurisdiction that enjoins, restrains, prevents, prohibits or makes illegal the completion of the transaction or any of the other transactions contemplated by the merger agreement.

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Additionally, Rentokil Initial, Terminix and their respective subsidiaries are required to take, or cause to be taken, all actions, and do or cause to be done, all things necessary, proper or advisable to eliminate each and every impediment under any antitrust or foreign investment law that is asserted by any governmental authority, obtain the consent or cooperation of any other person and permit and cause the satisfaction of the conditions to closing regarding the receipt of required regulatory approvals, in each of the foregoing cases, to permit the closing to occur as promptly as reasonably practicable and in any event prior to the end date, including:

(i)

proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, and other disposition of or restrictions on the businesses, assets, properties, product lines, and equity or other business interests of, or changes to the conduct of business of, Terminix, Rentokil Initial, and their respective subsidiaries and taking all actions necessary or appropriate in furtherance of the foregoing;

(ii)

creating, terminating, unwinding, divesting or assigning, subcontracting or otherwise securing substitute parties for relationships, ventures, and contractual or commercial rights or obligations of Terminix, Rentokil Initial, and their respective subsidiaries; and

(iii)

otherwise taking or committing to take any action that would limit Rentokil Initial’s or its subsidiaries’ freedom of action with respect to its operations, its ability to acquire any assets or businesses in the future, or its ability to retain, hold or continue, directly or indirectly, any businesses, assets, properties, product lines, and equity or other business interests, relationships, ventures or contractual rights and obligations of Terminix, Rentokil Initial and their respective subsidiaries; provided that Rentokil Initial and its subsidiaries will not be required to propose, negotiate, commit to, effect or agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, or other disposition of (i) businesses, assets, properties, or product lines of Terminix, Rentokil Initial or any of their respective subsidiaries, or any combination thereof, that in the aggregate generated total revenues in excess of an amount equal to 12.8% of Terminix’s total revenues, in each case, in the 12-month period ending December 31, 2020 (except that any revenues associated with businesses, assets, properties, or product lines of Terminix to be divested in connection with the first required sale or the second required sale delivered by Terminix to Rentokil Initial shall be excluded from the calculation), or (ii) any rights to use or under intellectual property rights related to the Terminix name or logo, other than rights to use the Terminix name or logo under any transitional license or transitional services agreement to a buyer of a business, asset, property or product line in connection with any of the actions described above.

Rentokil Initial’s obligations to take or cause to be taken any actions described in the preceding paragraph are subject to the right of Rentokil Initial, in its good faith reasonable discretion, to take reasonable periods of time in order to advocate and negotiate with governmental authorities with respect to such actions. In addition, except in connection with Terminix’s obligations with respect to the first required sale and the second required sale, none of Terminix, Rentokil Initial or their respective subsidiaries is required to agree to take or enter into any such action described in the preceding paragraph that is not conditioned upon or that becomes effective prior to, the closing. Terminix or any of its subsidiaries are not permitted to offer or take any such action described in the preceding paragraph without Rentokil Initial’s prior written consent.

Rentokil Initial is entitled to direct, devise and implement the strategy for obtaining any necessary consent of, and lead all meetings and communications (including any negotiations) with, any governmental authority of competent jurisdiction that has authority to enforce any antitrust law and control the defense and settlement of any litigation, action, suit, investigation or proceeding brought by or before any such governmental authority. However, Rentokil Initial is required to consult with Terminix in a reasonable manner and to consider in good faith the view and comments of Terminix in connection with the foregoing.

Financing Cooperation

Prior to the closing of the transaction, and subject to certain limitations set forth in the merger agreement, Terminix has agreed to use (and cause its subsidiaries to use) commercially reasonable efforts to provide customary cooperation as may be reasonably requested by Rentokil Initial to assist Rentokil

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Initial in arranging, obtaining or syndicating any debt financing pursued by Rentokil Initial, its wholly owned subsidiaries or any Merger Sub to consummate the transactions contemplated by the merger agreement (the “debt financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of Terminix and its subsidiaries or require Terminix or any of its subsidiaries to waive or amend any terms of the merger agreement), including using commercially reasonable efforts to:

•

reasonably cooperate with the customary marketing efforts or due diligence efforts of Rentokil Initial in connection with all or any portion of the debt financing;

•

on reasonable notice comment on certain documents customarily required in connection with the debt financing, including the marketing and syndication thereof;

•

cause Terminix’s independent accountants and/or auditors to provide customary cooperation with the debt financing;

•

to the extent customary for Rentokil Initial to prepare marketing materials for any debt financing of the applicable type, furnish Rentokil Initial and the applicable financing sources with certain historical financial statements of Terminix, and such other customary information relating to Terminix and its subsidiaries that is reasonably requested by Rentokil Initial and is customarily required in marketing materials for debt financings of the applicable type;

•

promptly provide to Rentokil Initial and the financing sources all documentation and other information about Terminix and its subsidiaries required by the financing sources or regulatory authorities with respect to the debt financing under applicable “know your customer” and anti-money laundering rules and regulations that is required under any debt financing to the extent it is requested in writing to Terminix at least 10 business days prior to the closing date;

•

subject to customary confidentiality provisions and disclaimers, provide customary authorization letters to the financing sources authorizing the distribution of information pertaining to Terminix and its subsidiaries to prospective lenders or investors and including customary representations with respect to the absence of material non-public information in any “public side” information and a customary “10b-5” representation with respect to any information pertaining to Terminix and its subsidiaries;

•

facilitate the payoff, discharge and termination in full substantially concurrently with closing of obligations outstanding under Terminix’s existing credit agreement; and

•

consent to the reasonable use of the trademarks and logos of Terminix or any of its subsidiaries solely in connection with the debt financing.

Each of Rentokil Initial, Bidco and each Merger Sub has acknowledged and agreed that the receipt and availability of any funds or financing is not a condition to closing under the merger agreement nor is it a condition to closing under the merger agreement for Rentokil Initial to obtain all or any portion of the debt financing or any other financing. See the section of this proxy statement/prospectus entitled “The Merger Proposal — The Rentokil Initial Debt Financing” beginning on page 119 for information about the debt financing.

Obligations to Call Stockholders’ Meetings

As promptly as practicable, following the effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, each of Terminix and Rentokil Initial has agreed to, in consultation with the other party, establish a record date for, duly call and give notice of a meeting of its stockholders, at which Terminix will seek the vote of its stockholders required to adopt the merger agreement, and Rentokil Initial will seek the vote of its shareholders required to approve the Rentokil Initial transaction-related proposals.

In addition, promptly after the effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, each of Terminix and Rentokil Initial is required to cause this proxy statement/prospectus to be mailed to its stockholders or shareholders, as applicable, and duly convene and hold the meeting of its stockholders or shareholders, as applicable. Each of Terminix and Rentokil

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Initial must reasonably cooperate and use commercially reasonable efforts to cause the date and time of the meeting of the Terminix stockholders and the Rentokil Initial shareholders to be held on the same calendar day. Subject to the rights of the Terminix board of directors and the Rentokil Initial board of directors, as applicable, to make an adverse recommendation change, as discussed under the section of this proxy statement/prospectus entitled “The Merger Agreement — No Solicitation,” beginning on page 150, each of Terminix and Rentokil Initial has agreed to use its reasonable best efforts to cause the applicable approvals of its stockholders or shareholders, as applicable in connection with the transaction to be obtained at the meeting of its stockholders or shareholders, as applicable, or any adjournment or postponement thereof and will comply with all legal requirements applicable to such meeting.

Neither Terminix nor Rentokil Initial may adjourn, postpone or otherwise delay the meeting of its stockholders or shareholders, as applicable, without the prior written consent of the other party. However, either Terminix or Rentokil Initial may, without the prior written consent of the other party, adjourn or postpone the meeting of its stockholders or shareholders, as applicable, (i) if it believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (A) solicit additional proxies necessary to obtain the required vote of its stockholders or shareholders, as applicable, in connection with the merger or the transactions contemplated by the merger agreement, as applicable, at such meeting, or (B) distribute any supplement or amendment to this proxy statement/prospectus that its board of directors has determined in good faith after consultation with outside legal counsel is necessary under applicable law (but no such postponement or adjournment under this clause (B) may be to a date that is after the earlier of (I) the 10th business day before the end date and (II) the 10th business day after the date of such distribution), (ii) for an absence of a quorum, (iii) if and to the extent such postponement or adjournment is required by an order issued by any court or other governmental authority of competent jurisdiction in connection with the merger agreement or (iv) if the applicable meeting of the other party has been adjourned or postponed, to the extent necessary to enable such meeting to be held within a single period of 24 consecutive hours. Neither Rentokil Initial nor Terminix may, without the prior written consent of the other party, adjourn or postpone a meeting of its stockholders or shareholders, as applicable, pursuant to clause (i)(A) or (ii) of the immediately preceding sentence for a period of more than 10 business days on any single occasion or, on any occasion, to a date after the earlier of (x) 40 business days after the date on which the other party’s meeting was originally scheduled and (y) 10 business days before the end date.

Proxy Statement and Registration Statement Covenant

As promptly as practicable following the date of the merger agreement, (i) Terminix and Rentokil Initial have agreed to jointly prepare and file with the SEC this proxy statement/prospectus and (ii) Rentokil Initial has agreed to (A) prepare and file with the SEC a registration statement on Form F-4 of which this proxy statement/prospectus forms a part, (B) prepare and cause the ADS depositary to file with the SEC a registration statement on Form F-6, (C) prepare and submit to the FCA a prospectus, and (D) prepare and submit to the FCA a shareholder circular prepared under the FCA’s Listing Rules (it being noted that the Rentokil Initial prospectus and shareholder circular will be combined in the same document).

Each of Terminix and Rentokil Initial has agreed to use its reasonable best efforts to (1) have this proxy statement/prospectus cleared by the SEC as promptly as practicable after its filing, (2) have the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, and the registration statement on Form F-6, declared effective under the U.S. Securities Act as promptly as practicable after their respective filings and keep such registration statements effective for so long as is necessary to complete the transaction, (3) have the prospectus formally approved by the FCA as promptly as practicable after its submission, (4) have the shareholder circular formally approved by the FCA as promptly as practicable after its submission (it being noted that the Rentokil Initial prospectus and shareholder circular will be combined in the same document), and (5) take any other action required to be taken by it under the U.S. Securities Act, the U.S. Exchange Act, the FCA’s Listing Rules, the DGCL and the rules of the NYSE in connection with the filing and distribution of this proxy statement/prospectus and registration statement on Form F-4, of which this proxy statement/prospectus forms a part, the registration statement on Form F-6, the prospectus and the shareholder circular, and the solicitation of proxies from the stockholders of Terminix and the shareholders of Rentokil Initial.

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Indemnification and Insurance

After the first effective time, Rentokil Initial agreed to, and to cause the first surviving corporation and the surviving company to, indemnify and hold harmless, and advance expenses to, each indemnified party (as defined below) against certain claims and for certain losses in connection with such indemnitee’s service as a director or officer of Terminix or any of its subsidiaries at or prior to the first effective time.

The merger agreement provides that the organizational documents of the surviving company and its subsidiaries must contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than were set forth in the organizational documents of Terminix as of the date of the merger agreement for a period of six years after the first effective time. Such provisions may not be amended, repealed or otherwise modified for a period of six years after the first effective time in any manner that would adversely affect the rights thereunder of individuals who, at or prior to the effective time of the transaction, were directors, officers or employees of Terminix or any of its subsidiaries, as applicable.

Further, Rentokil Initial is not permitted to settle, compromise or consent to the entry of any judgment in any threatened or actual claim for which an indemnitee has sought indemnification, unless (i) such settlement, compromise or consent includes a complete release of such indemnitee for all liability arising out of such claim or (ii) such indemnitee otherwise consents.

We collectively refer to any individual who is or was previously a director or officer of Terminix or any of its subsidiaries, or a director, trustee or officer of any other entity or any benefit plan maintained by Terminix or any of its subsidiaries, as an indemnified party.

The merger agreement requires Rentokil Initial to cause the surviving company to maintain for a period of six years after the first effective time, Terminix’s existing directors’ and officers’ liability insurance policy, or comparable insurance provided by a reputable insurer containing terms and conditions that are at least as favorable to the indemnified parties. However, the surviving company is not required to make annual premium payments for such insurance in excess of 300% of the amount that Terminix paid in its last fiscal year for such insurance. In lieu of the foregoing, Terminix, at its option (in consultation with Rentokil Initial), may obtain prior to the first effective time a prepaid “tail” policy for a period of no more than six years that provides coverage for the indemnified parties that is substantially equivalent to Terminix’s existing coverage for an aggregate price not to exceed 300% of the aggregate annual amounts currently paid by Terminix and its subsidiaries for such insurance.

Employee Matters

From the closing date through December 31 of the calendar year in which the closing date occurs (referred to as the “Benefits Continuation Period”), the surviving company will provide to each employee who is employed by Terminix and its subsidiaries immediately prior to the first effective time, while such employee continues to be employed by the surviving company, Rentokil Initial or any of its subsidiaries during the Benefits Continuation Period (each, an “Affected Employee”), employee benefits (other than retention, change-in control, equity or other long-term incentive or other special or non-recurring compensation or benefits, pension benefits and post-employment health and welfare benefits) that are substantially comparable in the aggregate to the employee benefits (other than retention, change-in control, equity or other long-term incentive or other special or non-recurring compensation or benefits, pension benefits and post-employment health and welfare benefits) provided to such affected employee immediately prior to the first effective time. From the closing date through the first anniversary of the closing date, the surviving company will provide each Affected Employee an annual rate of base salary or wage rate that is no less favorable than that provided to such Affected Employee immediately prior to the first effective time, and target annual cash and long-term equity incentive opportunities that are substantially comparable in the aggregate to those provided to such Affected Employee immediately prior to the first effective time, and Rentokil Initial will maintain for Affected Employees, without adverse amendment, the severance program set forth on the disclosure schedules to the merger agreement.

With respect to any employee benefit plan in which any affected employee first becomes eligible to participate on or after the first effective time, Rentokil Initial will (A) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage

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requirements applicable to such affected employee with respect to any such plan that is a health or welfare plan to the extent satisfied or waived under a comparable Terminix employee plan, (B) recognize service of Affected Employees (to the extent credited by Terminix or its subsidiaries in any comparable Terminix employee plan) accrued prior to the first effective time for all purposes under (but not for the purposes of benefit accrual under any defined benefit pension plan or equity incentive compensation vesting) any such benefit plan in which such Affected Employees may be eligible to participate after the first effective time, except that in no event will any credit be given to the extent it would result in the duplication of benefits for the same period of service, and (C) if applicable, use commercially reasonable efforts to cause to be credited, in any such plan that is a health plan in which Affected Employees participate, any deductibles or out-of-pocket expenses incurred by such Affected Employee and their beneficiaries and dependents in any comparable Terminix employee plan during the portion of the calendar year in which such Affected Employee first becomes eligible for the such health plan that occurs prior to such Affected Employee’s commencement of participation in such health plan with the objective that there be no double counting during the first year of eligibility of such deductibles or out-of-pocket expenses.

Terminix may provide to each employee who, immediately prior to the first effective time, is employed by Terminix or a subsidiary thereof and is eligible to participate in an annual bonus program of Terminix or any of its subsidiaries a prorated portion of the annual bonus with respect to the portion of the applicable bonus year of the closing that occurs prior to the closing, determined based on the greater of target or actual performance through the latest practicable date prior to the closing date, as determined by Terminix prior to the first effective time.

Prior to the closing date, unless Rentokil Initial otherwise requests no later than five business days prior to the closing date, Terminix will terminate, as of the day immediately preceding the closing date, Terminix’s 401(k) Plan, and certain deferred compensation plans maintained by Terminix so long as such termination is permitted under Section 409A of the Code. In connection with the termination of Terminix’s 401(k) Plan, Rentokil Initial will permit each Affected Employee who is a participant in Terminix’s 401(k) Plan to (i) become a participant in a 401(k) plan of Rentokil Initial or its subsidiary immediately after the closing date, subject to the terms and conditions of such plan and (ii) subject to the terms and conditions of such plan, to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in cash or a note (in the case of a participant loan) in an amount equal to the eligible rollover distribution portion of the account balance distributed to each such Affected Employee from the Terminix 401(k) plan effective as of the closing date.

Certain Divestitures

Terminix has agreed to, as promptly as practicable following the date of the merger agreement, enter into definitive agreements with third-party purchasers to divest Terminix’s pest control services business in the UK and Norway and to use reasonable best efforts to take all actions necessary to consummate each such divestiture as promptly as practicable.

Certain Other Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including the following covenants and agreements, among others, all of which are subject to certain exceptions and qualifications as described in the merger agreement:

•

solely for purposes of furthering the transaction and the other transactions contemplated by the merger agreement or for integration planning relating to the transaction, Terminix is required to provide Rentokil Initial and its representatives reasonable access to its properties, books, contracts, records and information concerning its businesses, properties and personnel;

•

solely for purposes of confirming the accuracy of the representations of Rentokil Initial, Bidco and each Merger Sub as set forth in the merger agreement and the satisfaction of certain closing conditions, Rentokil Initial is required to provide Terminix and its representatives reasonable access to its books, contracts, records and such other information as Terminix may reasonably request;

•

each of Rentokil Initial and Terminix is required to promptly (i) notify the other of any stockholder or shareholder litigation against it, its subsidiaries or any of its or its subsidiaries’ respective

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directors or officers relating to the merger agreement or the transaction, (ii) give the other party the opportunity to consult with it regarding the defense or settlement of any such stockholder or shareholder litigation and give the other party the opportunity to participate in (but not control), at the other party’s expense, the defense and settlement of any such stockholder or shareholder litigation and (iii) in the case of Terminix, other than with respect to any such litigation where the parties are adverse to each other, not to settle or offer to settle any such stockholder litigation without Rentokil Initial’s prior consent (which consent may not be unreasonably withheld, conditioned or delayed);

•

each of Rentokil Initial and Terminix is required to consult with the other before issuing any press release, making any public statement or making certain other public communications, in each case with respect to the merger agreement or the transaction; and

•

each of Rentokil Initial and Terminix is required to cooperate with the other in taking all actions necessary to delist Terminix common stock from the NYSE and terminate its registration under the U.S. Exchange Act, in each case effective upon effective time of the transaction.

Termination of the Merger Agreement

The merger agreement may be terminated at any time before the first effective time, whether before or after Terminix stockholders have adopted the merger agreement or Rentokil Initial shareholders have approved the Rentokil Initial transaction-related proposals, in the following circumstances:

•

by mutual written agreement of Rentokil Initial and Terminix;

•

by either Rentokil Initial or Terminix, if:

•

the transaction has not been completed by the end date of December 31, 2022, subject to Terminix’s and Rentokil Initial’s respective right to unilaterally extend the end date to March 13, 2023 if, at the time of such extension, the antitrust-related conditions are not satisfied but all other closing conditions (other than conditions that by their terms can only be satisfied at the closing if such conditions are reasonably capable of being satisfied on such date and conditions with respect to the required sales, if related definitive agreements have been executed prior to such date and the required sales are reasonably capable of being consummated prior to March 13, 2023) have been satisfied or waived. However, the right to terminate the merger agreement after the end date (as it may be extended) or to extend the end date will not be available to a party if such party’s material breach of any provision of the merger agreement is the proximate cause of the failure of the transaction to be completed by the end date (as it may be extended);

•

a governmental authority of competent jurisdiction has issued an injunction or order that permanently enjoins, prevents or prohibits the completion of the transaction and such injunction or order has become final and nonappealable. However, such right to terminate the merger agreement will not be available to a party if such party’s breach of any provision of the merger agreement is the proximate cause of such injunction or other order;

•

Terminix stockholders fail to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Terminix special meeting. We refer to this termination right as the “Terminix no vote termination right”;

•

Rentokil Initial shareholders fail to approve the Rentokil Initial transaction-related proposals upon a vote taken on such proposals. We refer to this termination right as the “Rentokil Initial no vote termination right”; or

•

there has been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the other party that would cause the other party to fail to satisfy any condition to completion of the transaction related to the accuracy of its representations and warranties or the performance of its covenants and agreements, and such breach or failure to perform either (i) is incapable of being cured by the end date (as it may be extended) or (ii) has not been cured upon the earlier of (A) 45 days following notice from the non-breaching party of such breach or failure to perform and (B) the end date (as it may be extended). However, the right to terminate the merger agreement in respect of an inaccuracy of any representation or warranty or the failure to perform any covenant or agreement will not be available to a party if such party is then in breach of its

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representations, warranties, covenants or agreements that would cause the applicable condition to completion of the transaction related to accuracy of its representations and warranties or performance of its covenants and agreements not to be satisfied;

•

by Rentokil Initial, if:

•

prior to the adoption of the merger agreement by Terminix stockholders, (i) the Terminix board of directors makes an adverse recommendation change or (ii) Terminix fails to publicly confirm to Terminix stockholders, within 10 business days after the commencement of a tender or exchange offer subject to Regulation 14D under the U.S. Exchange Act that constitutes an acquisition proposal, that Terminix recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter). We refer to this termination right as the “change in recommendation of Terminix termination right.” The change in recommendation of Terminix termination right will not be available to Rentokil Initial if any of Rentokil Initial, Bidco or either Merger Sub is then in breach of its representations, warranties, covenants or agreements that would cause the applicable condition to completion of the transaction related to accuracy of its representations and warranties or performance of its covenants and agreements not to be satisfied; or

•

by Terminix, if:

•

prior to the approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders, (i) the Rentokil Initial board of directors makes an adverse recommendation change or (ii) Rentokil Initial fails to publicly confirm to Rentokil Initial shareholders, within 10 business days after the commencement of an offer (as defined in the UK Code) that constitutes an acquisition proposal, that Rentokil Initial recommends rejection of such offer (or shall have withdrawn any such rejection thereafter). We refer to this termination right as the “change in recommendation of Rentokil Initial termination right.” The change in recommendation of Rentokil Initial termination right will not be available to Terminix if Terminix is then in breach of its representations, warranties, covenants or agreements that would cause the applicable condition to completion of the transaction related to accuracy of its representations and warranties or performance of its covenants and agreements not to be satisfied; or

•

prior to the adoption of the merger agreement by Terminix stockholders, Terminix terminates the merger agreement in order to enter into a definitive agreement providing for a superior proposal. However, this right to terminate will not be available to Terminix if such superior proposal resulted from Terminix’s willful breach of its non-solicitation obligations and obligation to call a stockholders meeting.

Termination Payments and Expenses

Terminix has agreed to pay Rentokil Initial by way of compensation a termination payment of $200 million if the merger agreement is terminated under any of the following circumstances:

•

by Rentokil Initial pursuant to the change in recommendation of Terminix termination right;

•

by Terminix, prior to the adoption of the merger agreement by Terminix stockholders, in order to enter into a definitive agreement providing for a superior proposal; or

•

(i) by Rentokil Initial due to Terminix’s uncured or incurable breach of any representation or warranty or failure to perform any covenant or agreement (without adoption of the merger agreement by the Terminix stockholders having been obtained by the time of such termination), or by Rentokil Initial or Terminix due to (A) the consummation of the transaction not having occurred by the end date (as it may be extended) (without adoption of the merger agreement by the Terminix stockholders having been obtained by the time of such termination) or (B) the Terminix no vote termination right, (ii) prior to such termination, an acquisition proposal for Terminix has been publicly disclosed or announced and not publicly and irrevocably withdrawn, and (iii) on or prior to the first anniversary of such termination, Terminix or any of its subsidiaries enters into a definitive agreement, or completes a transaction, providing for an acquisition proposal for Terminix; provided

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that the payment will be net of any Terminix no vote reimbursement already paid to Rentokil Initial; in this instance, any references in the definition of acquisition proposal to 20% will be replaced by 50%.

Terminix has also agreed to pay Rentokil Initial by way of compensation the Terminix no vote reimbursement of $50 million if the merger agreement is terminated by Rentokil Initial or Terminix pursuant to the Terminix no vote termination; provided, that such amount shall be payable only if either (i) the Rentokil Initial shareholders shall have already approved the Rentokil Initial transaction-related proposals or (ii) (A) Rentokil Initial shareholders have not failed to approve the Rentokil Initial transaction-related proposals at a duly called meeting of Rentokil Initial shareholders, (B) Rentokil Initial has complied with its obligations to call and hold a meeting of its shareholders described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Obligations to Call Stockholders’ Meetings” beginning on page 156 and (C) more than 24 hours have passed since Terminix stockholders failed to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Terminix special meeting.

Rentokil Initial has agreed to pay Terminix by way of compensation the Rentokil Initial termination payment of $150 million if the merger agreement is terminated under any of the following circumstances:

•

by Terminix, pursuant to a change in recommendation of Rentokil Initial termination right;

•

(i) by Terminix due to Rentokil Initial’s uncured or incurable breach of any representation or warranty or failure to perform any covenant or agreement (without approval of the Rentokil Initial transaction-related proposals by the Rentokil Initial shareholders having been obtained by the time of such termination), or by Rentokil Initial or Terminix pursuant to (A) the consummation of the transaction not having occurred by the end date (as it may be extended) (without approval of the Rentokil Initial transaction-related proposals by the Rentokil Initial shareholders having been obtained by the time of such termination) or (B) the Rentokil Initial no vote termination right, (ii) prior to such termination, an acquisition proposal for Rentokil Initial has been publicly disclosed or announced and not publicly and irrevocably withdrawn, and (iii) on or prior to the first anniversary of such termination, Rentokil Initial or any of its subsidiaries enters into a definitive agreement, or completes a transaction, providing for an acquisition proposal for Rentokil Initial; provided that the payment will be net of any Rentokil Initial no vote reimbursement already paid to Terminix; or

•

by Rentokil Initial or Terminix due to (i) the consummation of the transaction not having occurred by the end date (as it may be extended) due to (A) an injunction or order related to antitrust laws being issued by any court or other governmental authority of competent jurisdiction or (B) the waiting period under the HSR Act having not expired or been terminated, and, at the time of such termination, all other conditions to the closing have been satisfied or waived (or in the case of conditions that by their terms can only be satisfied at the closing, such conditions are reasonably capable of being satisfied on such date) or (ii) a permanent and non-appealable injunction or other order that relates to antitrust laws being issued by a court or other governmental authority of competent jurisdiction.

Rentokil Initial has also agreed to pay Terminix by way of compensation the Rentokil Initial no vote reimbursement of $50 million if the merger agreement is terminated by Rentokil Initial or Terminix pursuant to the Rentokil Initial no vote termination right; provided, that such amount will be payable only if either (i) the Terminix stockholders shall have already adopted the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Terminix special meeting or (ii) (A) Terminix stockholders have not failed to adopt the merger agreement upon a vote taken on a proposal to adopt the merger agreement at the Terminix special meeting, (B) Terminix has complied with its obligations to call and hold a meeting of its shareholders described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Obligations to Call Stockholders’ Meetings” beginning on page 156 and (C) more than 24 hours have passed since the Rentokil Initial shareholders failed to approve the Rentokil Initial transaction-related proposals upon a vote taken at a duly called meeting of Rentokil Initial shareholders.

Exclusive Remedy

Except in the case of fraud or willful breach of any covenant or agreement set forth in the merger agreement, if either party receives a termination payment or no vote reimbursement in accordance with the

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provisions of the merger agreement, the receipt of such amount will be the receiving party’s sole and exclusive remedy against the paying party, its subsidiaries, affiliates and representatives.

To the extent that a termination payment or no vote reimbursement is not promptly paid by any party when due, the party failing to make such payment is also required to (i) pay any out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by the other party in connection with legal action taken to enforce the merger agreement that results in a judgment for such amount against the party failing to promptly pay such amount and (ii) pay interest on the unpaid payment at the prime rate (as published by The Wall Street Journal on the date such payment was due) from the date such payment was due until the date paid in full.

Other Expenses

Except as described above or expressly provided in the merger agreement, each of Rentokil Initial and Terminix will pay its own costs and expenses in connection with the transactions contemplated by the merger agreement.

Specific Performance

Terminix and Rentokil Initial have acknowledged and agreed that irreparable harm would occur and that the parties would not have any adequate remedy at law for any breach of any of the provisions of the merger agreement or in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms. Terminix and Rentokil Initial have agreed that the parties to the merger agreement are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement. In no event is a party entitled to both (i) specific performance to cause the other party to consummate the transaction and (ii) the payment of the Rentokil Initial termination payment of $150 million, the Rentokil Initial no vote reimbursement of $50 million, the Terminix termination payment of $200 million or the Terminix no vote reimbursement of $50 million, as applicable.

Third-Party Beneficiaries

The merger agreement is not intended to and does not confer upon any person other than the parties to the merger agreement any legal or equitable rights or remedies, except:

•

from and after the first effective time, the right of Terminix stockholders to receive the merger consideration and the right of holders of Terminix Stock Options, Terminix RSU Awards, Terminix PSU Awards and Terminix DSE Awards to receive the consideration described under the respective subsections under the section of this proxy statement/prospectus entitled “The Merger Agreement — Treatment of Terminix Equity Awards” beginning on page 139;

•

the right of the indemnified persons to enforce the obligations described under the section of this proxy statement/prospectus entitled “The Merger Agreement — Indemnification and Insurance” beginning on page 158; and

•

the right of each of the financing sources to enforce certain financing source provisions of the merger agreement.

Amendments; Waivers

Any provision of the merger agreement may be amended or waived before the effective time of the transaction if the amendment or waiver is in writing and signed, in the case of an amendment, by each party to the merger agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, except that (i) after adoption of the merger agreement by Terminix stockholders or approval of the Rentokil Initial transaction-related proposals by Rentokil Initial shareholders, the parties may not amend or waive any provision of the merger agreement if such amendment or waiver would require further approval of Terminix stockholders or Rentokil Initial shareholders under applicable law unless such approval has first been obtained, (ii) Rentokil Initial may not waive Terminix’s obligations to complete the first required sale, and (iii) Terminix’s obligations to complete the first required sale may not be amended.

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RENTOKIL INITIAL UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information (the “Pro Forma Financial Information”), which includes the unaudited pro forma combined statements of profit or loss for the six months ended June 30, 2022 and the year ended December 31, 2021 (the “pro forma statements of profit or loss”) and the unaudited pro forma combined balance sheet as of June 30, 2022 (the “pro forma balance sheet”), has been prepared on the basis set out in the notes below to illustrate the effect of the transaction. Completion is subject to certain conditions including, but not limited to, the adoption of the merger agreement by Terminix stockholders and other customary conditions set forth in the merger agreement. See “The Merger Agreement — Conditions to Completion of the Transaction” beginning on page 141 of this proxy statement/prospectus.

The Pro Forma Financial Information gives effect to the transaction as if the transaction had taken place on June 30, 2022 for the purposes of the pro forma balance sheet and as if the transaction had taken place on January 1, 2021 for the purposes of the pro forma statements of profit or loss. All pro forma adjustments and their underlying assumptions are described in the notes to the Pro Forma Financial Information.

The Pro Forma Financial Information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Transaction been completed as of the dates indicated. In addition, the Pro Forma Financial Information does not purport to project the future financial position or operating results of the combined company. The pro forma adjustments are based on the best information available at the time of the preparation of this proxy statement/prospectus and certain assumptions that Rentokil Initial believes to be reasonable. The Pro Forma Financial Information should be read in conjunction with:

•

Rentokil Initial’s consolidated financial statements and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages F-6 and 249, respectively, of this proxy statement/prospectus;

•

the consolidated financial statements of Terminix and its subsidiaries (the “Terminix group”), incorporated by reference into this proxy statement/prospectus, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Terminix’s Annual Report on Form 10-K for the year ended December 31, 2021 and Terminix’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, that Terminix previously filed with the SEC and that are incorporated by reference into this proxy statement/prospectus; and

•

the other information contained in or incorporated by reference into this proxy statement/prospectus.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2022

			Adjustments
	Rentokil Initial Historical (IFRS)		Terminix Adjusted (IFRS)		Adjustments for Debt Refinancing		Transaction adjustments		Notes	Pro forma Combined company
£m	Note 1		Note 2		Note 3		Note 4
Non-current assets
Intangible assets		2,499		2,607		—		2,978	4b, 4c		8,084
Property, plant and equipment		429		42		—		—			471
Right-of-use assets		243		143		—		—			386
Investments in associated undertakings		32		57		—		—			89
Other investments		—		—		—		—			—
Deferred tax assets		44		—		—		—			44
Contract costs		83		84		—		—			167
Retirement benefit assets		3		—		—		—			3
Other receivables		15		69		—		—			84
Derivative financial instruments		6		17		(17)		—			6
Total Non-current assets		3,354		3,019		(17)		2,978			9,334
Current assets
Retirement benefit assets		18		—		—		—			18
Other investments		4		—		—		—			4
Inventories		172		37		—		—			209
Trade and other receivables		610		230		—		—			840
Current tax assets		9		17		—		—			26
Derivative financial instruments		2		11		(7)		—			6
Cash and cash equivalents		2,371		301		(90)		(1,182)	4a(iii), 4c, 4i		1,400
Total Current assets		3,186		596		(97)		(1,182)			2,503
Total Assets		6,540		3,615		(114)		1,796			11,837
Equity
Share capital		19		2		—		4	4e		25
Share premium		7		1,977		—		1,388	4e		3,372
Other reserves		(1,782)		7		—		(7)	4e		(1,782)
Treasury shares		—		(792)		—		792	4e		—
Retained earnings		3,195		619		(1)		(669)	4e		3,144
Non-controlling interests		(1)		—		—		—			(1)
Total Equity		1,438		1,813		(1)		1,508			4,758

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2022 (Continued)

			Adjustments
	Rentokil Initial Historical (IFRS)		Terminix Adjusted (IFRS)		Adjustments for Debt Refinancing		Transaction adjustments		Notes	Pro forma Combined company
£m	Note 1		Note 2		Note 3		Note 4
Non-current liabilities
Other payables		64		12		—		—			76
Bank and other long-term borrowings		2,918		632		(113)		65	4b(iii)		3,502
Lease liabilities		150		138		—		—			288
Deferred tax liabilities		128		255		—		217	4b(v)		600
Retirement benefit obligations		32		—		—		—			32
Provisions for liabilities and charges		39		308		—		—			347
Derivative financial instruments		73		—		—		—			73
Total Non-current liabilities		3,404		1,345		(113)		282			4,918
Current liabilities
Trade and other payables		905		302		—		—			1,207
Current tax liabilities		78		11		—		—			89
Provisions for liabilities and charges		27		93		—		6	4b(iv)		126
Bank and other short-term borrowings		607		8		—		—			615
Lease liabilities		81		43		—		—			124
Derivative financial instruments		—		—		—		—			—
Total Current liabilities		1,698		457		—		6			2,161
Total Liabilities		5,102		1,802		(113)		288			7,079
Total Equity and Liabilities		6,540		3,615		(114)		1,796			11,837

The accompanying notes are an integral part of this unaudited pro forma combined financial information.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF
PROFIT OR LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2022

			Adjustments
	Rentokil Initial Historical (IFRS)		Terminix Adjusted (IFRS)		Adjustments for Debt Refinancing		Transaction adjustments		Notes	Pro forma combined company
£m	Note 1		Note 2		Note 3		Note 4
Revenue		1,572		833		—		—			2,405
Operating expenses		(1,402)		(755)		—		—	4b(i), 4c, 4d, 4h, 4i		(2,157)
Operating profit		170		78		—		—			248
Finance income		7		(2)		—		—			5
Finance cost		(20)		(24)		(29)		—			(73)
Share of profits from associates, net of tax		5		2		—		—			7
Profit before income tax		162		54		(29)		—			187
Income tax expense		(38)		(22)		6		7	4b(i), 4h, 4i		(47)
Profit attributable to the Company’s equity holders		124		32		(23)		7			140
Basic earnings per share attributable to the shareholders (pence/share) Note 4g		6.67									5.59
Weighted average number of ordinary shares (basic)		1,860									2,505
Diluted earnings per share attributable to the shareholders (pence/share) Note 4g		6.65									5.57
Weighted average number of ordinary shares (diluted)		1,866									2,513

The accompanying notes are an integral part of this unaudited pro forma combined financial information.

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Unaudited Pro Forma Combined Statement of
Profit or Loss for the year ended December 31, 2021

	Rentokil Initial Historical (IFRS)		Adjustments
	Rentokil Initial Historical (IFRS)		Terminix Adjusted (IFRS)		Adjustments for Debt Refinancing		Transaction adjustments		Notes	Pro forma combined company
£m	Note 1		Note 2		Note 3		Note 4
Revenue		2,957		1,484		—		—			4,441
Operating expenses		(2,610)		(1,344)		—		(154)	4b(i), 4c, 4d, 4h, 4i		(4,108)
Operating profit		347		140		—		(154)			333
Finance income		4		1		—		—			5
Finance cost		(34)		(41)		(56)		—			(131)
Share of profits from associates, net of tax		8		1		—		—			9
Profit before income tax		325		101		(56)		(154)			216
Income tax expense		(62)		(33)		11		20	4b(i), 4h, 4i		(64)
Profit attributable to the Company’s equity holders		263		68		(45)		(134)			152
Basic earnings per share attributable to the shareholders (pence/share) Note 4g		14.16									6.07
Weighted average number of ordinary shares (basic)		1,858									2,503
Diluted earnings per share attributable to the shareholders (pence/share) Note 4g		14.10									6.05
Weighted average number of ordinary shares (diluted)		1,866									2,513

The accompanying notes are an integral part of this unaudited pro forma combined financial information.

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Notes to Unaudited Pro Forma Combined Financial Information

(1)

Basis of presentation

The Pro Forma Financial Information has been prepared for illustrative and informational purposes only in accordance with Regulation S-X Article 11, Pro Forma Financial Information (“Article 11”).

The Pro Forma Financial Information gives effect to the transaction as if the transaction had taken place on June 30, 2022 for the purposes of the unaudited pro forma combined balance sheet and as if the transaction had taken place on January 1, 2021 for the purposes of the unaudited pro forma combined statement of profit or loss.

The pro forma balance sheet and the pro forma statement of profit or loss reflect the transaction accounting adjustments attributable to the transaction, which depict the accounting adjustments required by IFRS. The Pro Forma Financial Information reflects pro forma adjustments that management believes are necessary to present fairly combined company’s pro forma results of operations and financial position following the closing of the transaction as of and for the periods indicated. The Pro Forma Financial Information does not reflect any adjustment for liabilities or related costs of any integration and similar activities, or benefits that may be derived in future periods, from the transaction.

The Terminix group’s consolidated financial statements were prepared in accordance with U.S. GAAP, which differs in certain respects from IFRS, and are denominated in U.S. dollars. Adjustments were made to the Terminix group’s consolidated financial statements to convert them from Terminix’s U.S. GAAP accounting policies to Rentokil Initial’s IFRS accounting policies after evaluating potential areas of differences at Note 2c. In addition, reclassifications have been made to align the Terminix group’s financial statement presentation to Rentokil Initial’s financial statement presentation at Note 2b.

The Rentokil Initial group has used the following historical exchange rates to translate the Terminix group’s financial statements and calculate certain adjustments to the Pro Forma Financial Information from U.S. dollars to pounds sterling:

	Closing exchange rate as of June 30, 2022			US$1 / £0.8212
	Average exchange rate for the six months ended June 30, 2022			US$1 / £0.7702
	Average exchange rate for the year ended December 31, 2021			US$1 / £0.7259

The estimated income tax impacts of the pre-tax adjustments that are reflected in the Pro Forma Financial Information are calculated using an estimated blended statutory rate, which is based on preliminary assumptions related to the jurisdictions in which the income (expense) adjustments will be recorded. The blended statutory rate and the effective tax rate of the combined company following the transaction could be significantly different depending on post-transaction activities and the geographical mix of the combined company’s profits or losses before taxes.

The transaction has been accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3, with Rentokil Initial treated as the acquirer for the accounting purposes. The IFRS 3 acquisition method of accounting applies the fair value concepts defined in IFRS 13 and requires, among other things, that the identifiable assets acquired and liabilities assumed in a business combination are recognized at their fair values as of the acquisition date, with limited exceptions to this recognition and measurement principle. Any excess of the purchase consideration over the fair value of identifiable net assets acquired is recognized as goodwill. Accordingly, the Terminix group assets acquired and liabilities assumed are adjusted based on the preliminary purchase price allocation made solely for the purpose of preparing the unaudited pro forma combined financial information. As of the date of this proxy statement/prospectus, Rentokil Initial has prepared preliminary estimates of fair value for all of the Terminix group’s assets to be acquired and liabilities to be assumed. Upon the closing, Rentokil Initial will conduct a detailed valuation of all assets and liabilities of the Terminix group as of the date of the closing, at which point the actual fair values will be determined as of date of the closing. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences may have a material impact on the accompanying unaudited pro forma combined financial information and the company’s future results of operations and financial position. In addition, the consideration transferred is required to

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Notes to Unaudited Pro Forma Combined Financial Information (Continued)

a)

The Terminix group’s balance sheet as of June 30, 2022 and statement of operations for the six months ended June 30, 2022 are extracted, without material adjustment, from the Terminix group’s condensed consolidated financial statements which are incorporated by reference into this proxy statement/prospectus. The balance sheet information presented in the table above has been adjusted for rounding differences. The Terminix group’s statement of operations for the year ended December 31, 2021 is extracted, without material adjustment, from the Terminix group’s consolidated financial statements, which is incorporated by reference into this proxy statement/prospectus.

b)

The presentation of the balance sheet and the statements of operations by the Terminix group has been modified in order to align with the presentation used by Rentokil Initial.

Modifications to Terminix group’s balance sheet presentation as of June 30, 2022 include:

i)

Presentation of ‘Receivables, less allowance’ (US$213 million) in ‘Trade and other receivables’ (US$213 million);

ii)

Separate presentation of components of ‘Prepaid expenses and other assets’ (US$163 million) in ‘Trade and other receivables’ (US$75 million), in ‘Current tax assets’ (US$21 million), in current ‘Derivative financial instruments’ (US$12 million) and ‘Intangible assets’ (US$54 million);

iii)

Separate presentation of components of ‘Property and equipment, net’ (US$183 million) in ‘Property, plant and equipment’ (US$51 million), in ‘Intangible assets’ (US$17 million) and in ‘Right-of-use assets’ (US$115 million);

iv)

Presentation of ‘Operating lease right-of use assets’ (US$72 million) in ‘Right-of-use assets’ (US$72 million);

v)

Presentation of ‘Goodwill’ (US$2,107 million) in ‘Intangible assets’ (US$2,107 million);

vi)

Presentation of ‘Intangible assets, primarily trade names, service marks and trademarks, net’ (US$1,051 million) in ‘Intangible assets’ (US$1,051 million);

vii)

Presentation of ‘Restricted Cash’ (US$89 million) in ‘Cash and cash equivalents’ (US$89 million);

viii)

Presentation of ‘Notes receivable’ (US$38 million) in non-current ‘Other receivables’ (US$38 million);

ix)

Presentation of ‘Long-term marketable securities’ (US$12 million) in non-current Other receivables’ (US$12 million);

x)

Presentation of ‘Deferred customer acquisition costs’ (US$102 million) in ‘Contract costs’ (US$102 million);

xi)

Separate presentation of components of ‘Other assets’ (US$134 million) in ‘Investments in associated undertakings’ (US$69 million), in non-current ‘Derivative financial instruments’ (US$21 million) and in non-current ‘Other receivables’ (US$44 million);

xii)

Presentation of ‘Accounts payable’ (US$122 million) in ‘Trade and other payables’ (US$122 million);

xiii)

Presentation of ‘Payroll and related expenses’ (US$73 million) in ‘Trade and other payables’ (US$73 million);

xiv)

Presentation of ‘Self-insurance claims and related expenses’ (US$73 million) in current ‘Provisions for liabilities and charges’ (US$73 million);

xv)

Presentation of ‘Accrued interest payable’ (US$7 million) in ‘Trade and other payables’ (US$7 million);

xvi)

Separate presentation of components of ‘Other’ (US$106 million) in ‘Trade and other payables’ (US$68 million), in current ‘Provision for liabilities and charges’ (US$34 million), and in ‘Current tax liabilities’ (US$4 million);

xvii)

Presentation of ‘Deferred revenue’ (US$99 million) in ‘Trade and other payables’ (US$99 million);

xviii)

Separate presentation of components of ‘Current portion of long-term debt’ (US$47 million) in ‘Bank and other short-term borrowings’ (US$10 million), and in current ‘Lease liabilities’ (US$37 million);

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Notes to Unaudited Pro Forma Combined Financial Information (Continued)

xix)

Presentation of ‘Current portion of lease liability’ (US$17 million) in current ‘Lease liabilities’ (US$17 million);

xx)

Separate presentation of components of ‘Long-term debt’ (US$846 million) in ‘Bank and other long-term borrowings’ (US$766 million), and in non-current ‘Lease liabilities’ (US$80 million);

xxi)

Presentation of ‘Long-term lease liability’ (US$91 million) in non-current ‘Lease liabilities’ (US$91 million);

xxii)

Separate presentation of components of ‘Other long-term obligation, primarily self-insurance claims’ (US$173 million) in non-current ‘Provisions for liabilities and charges’ (US$151 million), in ‘Other payables’ (US$14 million), and in ‘Current tax liabilities’ (US$9 million);

xxiii)

Presentation of ‘Deferred taxes’ of (US$396 million) in ‘Deferred tax liabilities’ (US$396 million);

xxiv)

Presentation of ‘Common stock’ of (US$2 million) as ‘Share capital’ of (US$2 million);

xxv)

Presentation of ‘Additional paid-in capital’ (US$2,402 million) in ‘Share premium’ (US$2,402 million);

xxvi)

Presentation of ‘Accumulated other comprehensive income’ (US$8 million) in ‘Other reserves’ (US$8 million);

xxvii)

Presentation of ‘Common stock held in treasury’ (US$964 million) in ‘Treasury Stock’ (US$964 million).

Modifications to Terminix group’s statement of operations for the six months ended June 30, 2022 include:

i)

Presentation of ‘Cost of services rendered and products sold’ (US$636 million) in ‘Operating expenses’ (US$636 million);

ii)

Presentation of ‘Selling and administrative expenses’ (US$287 million) in ‘Operating expenses’ (US$287 million);

iii)

Presentation of ‘Amortization expense’ (US$20 million) in ‘Operating expenses’ (US$20 million);

iv)

Presentation of ‘Restructuring and other charges’ (US$33 million) in ‘Operating expenses’ (US$33 million);

v)

Presentation of ‘Loss on sale of of international subsidiaries’ (US$41 million) in ‘Operating expenses’ (US$41 million);

vi)

Presentation of ‘Interest expense’ (US$23 million) in ‘Finance cost’ (US$23 million);

vii)

Presentation of ‘Interest and net investment income’ (US$2 million) in ‘Finance income’ (US$2 million);

viii)

Presentation of ‘Provision for income taxes’ (US$21 million) in ‘Income tax expense’ (US$21 million);

ix)

Presentation of ‘Equity in earnings of joint ventures’ (US$3 million) in ‘Share of profit from associates, net of tax’ (US$3 million).

Modifications to Terminix group’s statement of operations for the year ended December 31, 2021 include:

i)

Presentation of ‘Cost of services rendered and products sold’ (US$1,193 million) in ‘Operating expenses’ (US$1,193 million);

ii)

Presentation of ‘Selling and administrative expenses’ (US$561 million) in ‘Operating expenses’ (US$561 million);

iii)

Presentation of ‘Amortization expense’ (US$40 million) in ‘Operating expenses’ (US$40 million);

iv)

Presentation of ‘Acquisition related costs’ (US$1 million) in ‘Operating expenses’ (US$1 million);

v)

Presentation of ‘Mobile Bay Formosan termite settlement’ (US$4 million) in ‘Operating expenses’ (US$4 million);

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vi)

Presentation of ‘Fumigation related matters’ (US$2 million) in ‘Operating expenses’ (US$2 million);

vii)

Presentation of ‘Restructuring and other charges’ (US$19 million) in ‘Operating expenses’ (US$19 million);

viii)

Presentation of ‘Goodwill impairment’ (US$3 million) in ‘Operating expenses’ (US$3 million);

ix)

Presentation of ‘Interest expense’ (US$45 million) in ‘Finance cost’ (US$45 million);

x)

Presentation of ‘Interest and net investment income’ (US$2 million) in ‘Finance income’ (US$2 million);

xi)

Presentation of ‘Provision for income taxes’ (US$57 million) in ‘Income tax expense’ (US$57 million);

xii)

Presentation of ‘Equity in earnings of joint ventures’ (US$2 million) in ‘Share of profit from associates, net of tax’ (US$2 million).

c)

The following adjustments have been made to convert the Terminix group’s balance sheet and statements of operations to Rentokil Initial’s IFRS accounting policies:

i)

Leases — Under U.S. GAAP, all of Terminix’s real estate leases were classified as operating leases, where the lease liability is measured as the present value of the remaining lease payments, and the right-of-use (“ROU”) asset is remeasured as the amount of the lease liability adjusted for any lease incentives, prepaid/accrued rents, initial direct costs, or impairment. This treatment results in the recognition of rent expense on a straight-line basis over the lease term. Under IFRS 16, depreciation of the right-of-use asset and interest expense are recognized separately in the statement of profit or loss. Accordingly, adjustments have been made to reflect the depreciation of right-of-use assets on a straight-line basis and the recognition of interest expense on the lease liability under IFRS 16.

All of Terminix fleet leases were classified as finance leases under ASC 842. Adjustments have been made to Terminix’s fleet leases to remeasure the ROU assets and liabilities at the prevailing incremental borrowing rate (IBR). Additionally, Terminix capitalized short-term fleet leases, low value fleet leases, and non-lease components under its ASC 842 policy. These components have been expensed under IFRS 16 to align with Rentokil Initial’s accounting policy.

As a result, ROU assets of US$14 million and lease liabilities of US$5 million have been derecognized in the balance sheet as of June 30, 2022 along with the related impact to deferred tax liabilities of US$3 million and reduction of retained earnings by US$6 million. Additionally, there was an adjustment of US$3 million to decrease operating expense and an adjustment of US$4 million to increase finance costs and a related tax benefit of US$0.3 million during the six months ended June 30, 2022 and an adjustment of US$5 million to decrease operating expense and an adjustment of US$8 million to increase finance costs and a related tax benefit of US$1 million during the year ended December 31, 2021.

ii)

Share-based compensation — Under its U.S. GAAP accounting policy, Terminix has valued its graded vesting awards with service-only conditions as a single award and has recorded the share-based compensation expense for these awards using a straight-line method over the vesting period for the entire award. Rentokil Initial’s IFRS accounting policies require that each tranche of a graded vesting award with service-only conditions be valued as a separate award and that the share-based compensation expense be recorded using a straight-line basis over the respective vesting period for each separately vesting portion of the award. Adjustments have been made to reflect the impact on the grant date fair value and the timing of expense recognition for grants with unvested options. These changes resulted in a decrease of share-based compensation within operating expenses of US$6 million and a related tax charge of US$1.3 million for the six months ended June 30, 2022 and a US$2 million decrease within operating expenses and a related tax charge of US$0.1 million for the year ended December 31, 2021. This also resulted in an adjustment between retained earnings and share premium of US$6 million and a related deferred tax benefit of US$1 million in the balance sheet.

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iii)

Contingent liabilities and provisions — Under U.S. GAAP, Terminix has not discounted its recognized contingent liabilities as the timing of the settlement of these accrued liabilities are not fixed or readily determinable. IFRS requires provisions to be discounted if the effect of the time value of money is material, using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the liability that have not been reflected in the best estimate of the expenditure.

As a result, provisions of US$20 million and the related insurance receivables of US$7 million have been reduced in the balance sheet as of June 30, 2022, along with a related deferred tax charge of US$4 million, resulting from the effect of the time value of money. The statement of profit or loss for the six months ended June 30, 2022 reflects a US$2 million reduction to operating expenses and a US$3 million increase to finance costs and a related tax charge of US$0.3 million. The statement of profit or loss for the year ended December 31, 2021 reflects a US$4 million reduction to operating expenses and a US$4 million increase to finance costs and a related tax charge of US$0.1 million.

iv)

Financial Instruments — Under its U.S. GAAP policy, Terminix capitalized financing costs associated with its debt extinguishment in accordance with ASC 470. These financing costs under IFRS standards are required to be expensed as incurred. As a result, debt financing costs capitalized in Other Receivables -LT of US$2 million and in Bank and other long-term borrowings of US$4 million were derecognized in the balance sheet as of June 30, 2022 along with a related deferred tax benefit of US$2 million.

In addition, under its U.S. GAAP policy, Terminix retained the accumulated foreign currency reserve related to a net investment hedge that was terminated during the six months ended June 30, 2022 as the foreign entity associated with the hedge was not substantially liquidated. Under IFRS, the foreign exchange reserve shall be reclassified from equity to profit or loss upon disposal or partial disposal of the foreign operation. As a result, a portion of the foreign exchange reserve was released into statement of profit or loss, resulting in a $1 million increase in other reserves in the balance sheet as of June 30, 2022.

The statement of profit or loss for the six months ended June 30, 2022 reflects a US$1 million reduction to operating expenses and a related tax charge of US$0.3 million for these adjustments. The statement of profit or loss for the year ended December 31, 2021 reflects a US$2 million reduction to operating expenses and a related tax charge of US$0.5 million.

v)

Capitalized Software — cloud computing costs — Terminix incurred and capitalized implementation costs related to cloud computing arrangements associated with the development of developing a new customer service platform to replace its legacy operating systems. Under its U.S. GAAP accounting policies, the costs incurred for the development of the platform were classified within Prepaid Expenses on Terminix’s statement of financial position.

The costs incurred by Terminix for the development of the customer platform are not eligible for recognition as capitalized assets under Rentokil Initial’s IFRS accounting policies and instead the arrangement will be treated as a service agreement. Furthermore, the implementation costs are distinct from the service agreements in place and should be expensed as incurred. Therefore, US$54 million of capitalized development costs were derecognized from the balance sheet as of June 30, 2022 along with a related deferred tax benefit of US$15 million and a retained earnings impact of US$32 million. The statement of profit or loss for the six months ended June 30, 2022 reflects a US$10 million increase to operating expenses and a related tax benefit of US$3 million. The statement of profit or loss for the year ended December 31, 2021 reflects a US$19 million increase to operating expenses and a related tax benefit of US$6 million.

vi)

Termite damage claims — Under Terminix’s U.S. GAAP accounting policies, Terminix has recorded certain liabilities with respect to existing or potential claims, lawsuits and other proceedings, including litigated termite damage claims up to one year after the balance sheet date when amounts are both probable and reasonably estimable. A provision for litigated claims is recorded as claims are filed, while the provision for non-litigated claims is based on known filed claims plus

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those expected to arise for active customers within the contractually stated claims notification period. In contrast, under Rentokil Initial’s IFRS accounting policy, its assessment of probable future cash outflows arising from claims relating to the entire pool of existing contracts is based on historical claim trends and costs for the total estimated period a customer is expected to be retained. This change in methodology pursuant to Rentokil Initial’s IFRS accounting policy results in an increase in the provision for both litigated and non-litigated claims.

Accordingly, Rentokil Initial has recognised a further provision of US$250 million as of June 30, 2022, which primarily relates to non-litigated claims, with an increase to current provisions for liabilities and charges of US$6 million and an increase to non-current provisions for liabilities and charges of US$244 million representing Rentokil Initial’s estimate of probable claims expected to arise over the entire duration of the customer relationship, along with a deferred tax benefit of US$67 million. The statement of profit or loss for the six months ended June 30, 2022 reflects a US$42 million decrease in expense, a US$1 million increase in finance cost and a related tax charge of US$11 million, taking account of the position as of December 31, 2021. The statement of profit or loss for the year ended December 31, 2021 reflects a US$24 million increase in expense, and a related tax benefit of US$6 million, taking account of the position as of December 31, 2020.

vii)

Interim Advertising Costs — Under U.S. GAAP, Terminix has elected for interim reporting to defer advertising costs within a fiscal year where the benefits of the expenditure extend beyond the interim period in which the expenditure was made. IFRS requires advertising and marketing costs to be expense as incurred unless services are paid in advance and not immediately available (i.e., prepaid expenses). To align Terminix’s existing U.S. GAAP policy to those of Rentokil Initial, an adjustment of US$7 million has been made to reduce prepaid expenses within trade and other receivables on the balance sheet as of June 30, 2022, along with a related deferred tax charge of US$2 million, to reflect the expense recognition of marketing services received and incurred.

The statement of profit or loss for the six months ended June 30, 2022 reflects a US$7 million increase to operating expenses and a related tax charge of US$2 million. No adjustment was required for the year ended 31 December 2021.

(3)

Debt refinancing

On February 25, 2022, Rentokil Initial entered into a US$2,700 million credit facility consisting of (i) “Facility A,” a bridge facility having an aggregate principal amount of US$2,000 million and (ii) “Facility B,” a term facility having an aggregate principal amount of US$700 million (£575 million) (collectively, the Financing Commitments), which have been provided by a syndicate of banks. Facility A had an original maturity date of August 25, 2023. Facility B will mature on the third anniversary of the date of the first utilization.

On June 27, 2022, Rentokil Initial issued senior unsecured notes for €850 million (£732 million), €600 million (£516 million) and £400 million (collectively, “the New Senior Notes”), maturing on June 27, 2027, June 27, 2030 and June 27, 2032, respectively. The New Senior Notes were issued in part to replace Facility A with longer term financing with the proceeds being received and held on deposit as at June 30, 2022, pending completion of the transaction. On June 30, 2022, Rentokil Initial cancelled Facility A. Accordingly, Facility A has been excluded from the debt refinancing adjustments below.

The proceeds of the Facility B and the New Senior Notes are to be used to pay the merger consideration, certain costs and expenses in connection therewith and for the refinancing of indebtedness of Terminix and its subsidiaries. On the basis that the amount can only be drawn in a single tranche, Rentokil Initial has assumed the full amount of Facility B will be drawn down with respect to the Transaction, which is reflected in the debt refinancing adjustments below. Upon repayment of the outstanding Terminix term loan facility, the related interest rate swap will be terminated with a settlement of US$29 million (£24 million) expected to be received from the counterparty based on the fair value as of June 30, 2022.

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Current and non-current bank and other borrowings and financial derivatives have been adjusted as follows based on the sources of funding described above:

	Debt refinancing adjustments £m
Proceeds from Facility B		575
Total borrowings		575
Debt issuance costs to be recognized		(1)
Total cash proceeds, net of debt issuance costs		574
Repayment of outstanding Terminix term loan facility and notes(i)		(616)
Release of historical Terminix unamortized debt issuance costs of £1 million and fair value adjustments of £48 million(ii)		(47)
Net change in debt		(89)
Presented as:
Current portion of financial derivatives		7
Non-current portion of financial derivatives		17
Current portion of debt adjustment		—
Non-current portion of debt adjustment		(113)

(i)

The repayment of the outstanding Terminix term loan facility and notes includes the £17 million (of the total £65 million adjustment) adjustment recorded to debt (Note 4b(iii)), in order to increase the historical book value to the par value to be repaid, partially offset by expected proceeds from the settlement of interest rate swaps of US$29 million (£24 million).

(ii)

The fair value adjustments to be released represents the excess of the fair value of debt recorded (Note 4b(iii)) over the par value to be repaid.

Proceeds from the credit facility are planned to be used for repayment of outstanding Terminix term loan facility and notes, payments for cash consideration, transaction costs and other costs associated with the Merger.

In conjunction with the repayment of the outstanding Terminix notes, a termination fee of US$58 million (£48 million) will be paid on the early settlement made by Rentokil Initial. This has been presented in the pro forma balance sheet as of June 30, 2022 as a reduction to cash and cash equivalents. The total cash settlement, including the termination fee, approximates the fair value recognized on acquisition of Terminix, and therefore a nil amount has been recorded in the pro forma statement of profit or loss for the year ended December 31, 2021.

The interest rate for loans borrowed pursuant to the Facility B is a benchmark rate based on the secured overnight financing rate for U.S. dollars plus a margin determined pursuant to a ratings-based pricing grid that ranges between 0.50% per annum and 1.00% per annum.

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The interest rates for the Senior Notes are included in the table below.

					Interest expense, £m
	Average principal £m(i)		Interest rate %		For the six months ended June 30, 2022(ii)		For the year ended December 31, 2021(iii)
Senior Notes due 2027		732		3.88		14		28
Senior Notes due 2030		516		4.38		11		23
Senior Notes due 2032		400		5.00		10		20
Facility B		575		2.60		7		13
Debt issuance cost amortization(iv):
Senior Notes due 2027						1		1
Senior Notes due 2030						1		1
Senior Notes due 2032						1		1
Facility B						—		1
Total interest expense adjustment relating to new debt		—		—		45		88
Costs associated with historical debt		—		—
Release of historical Terminix interest recorded on term loan facility and notes		—		—		(16)		(31)
Release of historical Terminix unamortized debt issuance costs on term loan facility and notes						—		(1)
Settlement gain/loss upon termination of Terminix debt						—		—
Total finance cost adjustment						29(v)		56(v)

(i)

The New Senior Notes that are denominated in € have been converted from € to £ using the closing exchange rate of £0.86081 per €1.00 as of June 30, 2022.

(ii)

Interest expense related to New Senior Notes that are denominated in € have been converted from €m to £m using average exchange rates of £0.84205 per €1 for the six months ended June 30, 2022 and £0.8595 per €1 for the year ended December 31, 2021.

(iii)

Interest expense related to Facility B was converted from US$m to £m using average exchange rates for the six months ended June 30, 2022 and for the year ended December 31, 2021 as described in Note 1 above.

(iv)

In addition to incremental interest charges, Rentokil Initial has also recorded a pro forma adjustment for debt issuance cost amortization for each facility, which will be deferred and amortized over the duration of the borrowings.

(v)

The related estimated net decrease to income tax expense as a result of these increased interest charges reflected in the Unaudited Pro Forma Statement of Profit or Loss is £6 million and £11 million for the six months ended June 30, 2022 and for the year ended December 31, 2021 respectively.

(4)

Adjustments related to the transaction

The pro forma balance sheet and the pro forma statement of profit or loss give effect to the following assumptions and adjustments.

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a)

Preliminary purchase consideration

The total consideration expected to be transferred as of August 31, 2022 amounts to £4,480 million, and has been calculated as follows:

Estimated number of Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs to be delivered to Terminix stockholders as of August 31, 2022:

Estimated number of Terminix shares outstanding

121,553,067

Exchange ratio (as set out in the Merger Agreement)

1.0619

The Rentokil Initial ADSs to be delivered(i)

129,077,202

Preliminary purchase consideration:

Estimated number of Rentokil Initial ordinary shares underlying the Rentokil
Initial ADSs to be delivered(i)

645,386,010

Multiplied by market price of each Rentokil Initial ordinary share on August 31, 2022 (Note 4a(ii) (GBP per share)

5.21

£m

Fair value of Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs to be issued in exchange of Terminix shares

3,362

Consideration related to Terminix Stock Options, Terminix Restricted Stock
Unit Awards, and Terminix Performance Stock Unit Awards vesting before
June 30, 2022

14(ii)

Total equity consideration

3,376(iii)

Cash consideration, including cash settlement of fully vested and outstanding
employee equity awards

1,104(iv)

Total preliminary purchase consideration

4,480

(i)

The estimated number of Rentokil Initial Shares is five times the number of Rentokil Initial ADSs to be delivered because each New Rentokil Initial ADS represents five Rentokil Initial Shares.

(ii)

The portion of the fair value of Terminix’s equity awards attributable to pre-combination service that will be assumed by Rentokil Initial upon the closing amounts to £20 million, of which £6 million relates to fully vested and outstanding awards that will be cash settled and has been included in cash consideration. The estimated portion of the Rentokil Initial replacement award attributable to post-combination services resulted in additional compensation expense of £5 million (see note 4h).

(iii)

The total share consideration for each share of Terminix common stock was estimated using the closing price of Rentokil Initial Plc as of August 31, 2022, and the number of fully diluted shares outstanding as of August 31, 2022, which was the last practicable date prior to the issuance of this Pro Forma Financial Information. The proportion of the Terminix Stock Options, Terminix Restricted Stock Unit Awards and Terminix Performance Stock Unit Awards vesting prior to June 30, 2022, were also included within the total share consideration. The actual purchase consideration will be determined upon the closing.

(iv)

The total cash consideration was calculated using the shares of Terminix common stock outstanding as of August 31, 2022, multiplied by the US$11 due to Terminix stockholders for each share of Terminix common stock as set out in the merger agreement. The cash consideration also includes £6 million for fully vested and outstanding equity awards that will be cash settled as described in note 4h.

To determine the preliminary purchase consideration of £4,480 million, Rentokil Initial’s closing share price on August 31, 2022 of £5.21 has been used. The actual purchase price and exchange rate will fluctuate between August 31, 2022 and the closing date of the transaction. A 10% increase in the Rentokil Initial share price would increase the fair value of the preliminary purchase consideration and goodwill by

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£337 million. A 10% decrease in the Rentokil Initial share price would decrease the preliminary purchase consideration and goodwill by £336 million.

The preliminary purchase consideration reflected in the Pro Forma Financial Information does not purport to represent what the actual consideration transferred will be when the transaction is completed. The fair value of the Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs to be delivered as part of the consideration transferred will be measured, at the closing, based on the number of Terminix shares outstanding multiplied by the exchange ratio of 1.0619 and the then-current market price of Rentokil Initial ordinary shares. This requirement will likely result in a per share equity component different from the £5.21 per share closing price of Rentokil Initial ordinary shares on August 31, 2022 that is assumed in the Pro Forma Financial Information, and that difference may be material.

b)

Preliminary purchase consideration allocation

Under the acquisition method of accounting, the preliminary purchase consideration is allocated to the Terminix group’s assets and liabilities based on their estimated fair values. The preliminary allocation included in the Pro Forma Financial Information below has been developed based on preliminary estimates of fair value using the historical financial statements of the Terminix group as of June 30, 2022 and is therefore subject to change.

The preliminary allocation of the fair value of assets acquired and liabilities assumed as of August 31, 2022 is estimated as follows:

Allocation of preliminary purchase consideration (in £ m):	Book value		Fair value adjustment		Notes		Fair value
Estimated fair value of assets acquired:
Intangible assets, excluding goodwill		877		875		4b(i)		1,752(i)
Goodwill		1,730		2,080		4b(ii)		3,810(ii)
Property, plant and equipment		42		—				42
Right of use assets		143		—				143
Cash and cash equivalents		301		—				301
Other assets		480		—				480
Estimated fair values of liabilities assumed:
Debt		(821)		(65)		4b(iii)		(886)(iii)
Provisions		(387)		(6)		4b(iv)		(393)(iv)
Deferred tax liability		(255)		(217)		4b(v)		(472)(v)
Other liabilities		(297)		—				(297)
Total allocation		1,813		2,667				4,480

Except as discussed below, the carrying value of Terminix’s assets and liabilities are considered to approximate their fair values.

(i)

The fair value of Terminix’s intangible assets is estimated to be £1,752 million, or a net increase of £875 million compared to a carrying value of £877 million. The primary intangible assets include trade names and customer relationships, for which the fair value estimates of identifiable intangible assets have been determined using the income approach. The assumptions used by Rentokil Initial to arrive at the estimated fair value of the identifiable intangible assets have been derived primarily from public information and information provided by Rentokil Initial and Terminix.

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The fair value and weighted-average estimated useful lives of identifiable intangible assets are estimated as follows:

				Amortization
	Pro forma adjusted carrying value		Weighted-average estimated useful life	For the six months ended June 30, 2022		For the year ended December 31, 2021
	(£m)		(in years)	(£m)		(£m)
Fair value of intangible assets acquired:
Customer relationships		401	6		38		75
Trade names (indefinite- lived)		1,313	Not amortized		—		—
Trade names (finite)		24	16		2		4
Software		14	4		2		4
Total fair value of intangible assets acquired:		1,752	Amortization expenses		42		83
			Less historical amortization expense		(15)		(29)
			Adjustments to amortization expense		27		54

Based on the estimated respective fair values of identified intangible assets and the weighted average estimated useful lives, an adjustment to amortization expense of £27 million and £54 million has been included in the pro forma statements of profit and loss for the six months ended June 30, 2022 and the year ended December 31, 2021 respectively, being the amortization charge above less £15 million and £29 million of historical amortization expensed in the six months ended June 30, 2022 and the year ended December 31, 2021 respectively. The related estimated net decrease to income tax expense for the pro forma statement of profit or loss for the six months ended June 30, 2022 is £7 million, which comprises the total transaction adjustment to income tax expense. The related estimated net decrease to income tax expense for the pro forma statement of profit or loss for the year ended December 31, 2021 is £15 million, which is included in the total adjustment to income tax expense of £20 million along with the tax effect of the replacement awards of £1 million in note 4h and the tax effect of the management compensation arrangements of £4 million in note 4i. This adjustment will recur for the life of the underlying assets.

(ii)

The goodwill balance arising from the acquisition is estimated to be £3,810 million, which represents an uplift of £2,080 million. The goodwill has been calculated as excess of the purchase consideration of £4,480 million over the fair value of the net assets acquired of £670 million.

(iii)

The fair value of Terminix’s total debt is estimated to be £886 million, or a net increase of £65 million compared to book value of £821 million. The change in the debt balance is as a result of the fair value increases associated with Terminix’s listed bonds that will be acquired as part of the transaction.

(iv)

The fair value increase in contingent liabilities relating to future termite warranty claims for received claims and probable claims within one year on the balance sheet at June 30, 2022 is £6 million. This amount has been included in current provisions and other charges.

(v)

The change in the deferred tax liability is as a result of the above fair value adjustments. The estimated net deferred tax liability is £472 million, which represents an adjustment of £217 million. This adjustment comprises £236 million in relation to the fair value uplift on intangible assets, offset by a £19 million deferred tax asset in relation to the fair value uplift on contingent liabilities

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and long-term debt. The estimated net deferred tax liability is based on assumptions and limited information and therefore the final amounts may differ materially from these estimates.

c)

Transaction costs

Rentokil Initial and Terminix expect to incur the following non-recurring costs in connection with the Transaction, such as investment banking fees, legal fees, accounting fees, valuation fees, and other expenses directly associated with the Transaction:

(£m)
Total Transaction costs of:
Rentokil Initial								80
Terminix								36
Total Transaction costs								116

	Share premium		Statement of Profit or Loss
	As of June 30, 2022		Six months ended June 30, 2022		Year ended December 31, 2021
Amounts recognized in historical periods		13		27		11
Adjustment recorded in the pro forma		10		(27)		82
Total Transaction costs		23		—		93

It has been estimated that total transaction and related costs of £116 million will be incurred collectively by Rentokil Initial and Terminix in connection with the transaction, which include advisory, legal, valuation and other professional fees of which £27 million and £11 million was incurred in the six months ended June 30, 2022 and the year ended December 31, 2021, respectively. Incurred transaction and related costs of £27 million in the six months ended June 30, 2022 are attributable as follows: Rentokil Initial £19 million and Terminix £8 million. As a result, an adjustment of £27 million was made to decrease operating expenses in the six months ended June 30, 2022 and to record these costs in the year ended December 31, 2021 in the pro forma statement of profit or loss. Incurred transaction and related costs of £11 million in the year ended December 31, 2021 are attributable as follows: Rentokil Initial £6 million and Terminix £5 million. £23 million of Rentokil Initial transaction costs are considered as incremental costs directly attributable to the share issuance, of which £13 million has been capitalized to share premium in the balance sheet as of June 30, 2022. As a result, an adjustment has been made to capitalize a further £10 million in the pro forma balance sheet as of June 30, 2022. Furthermore, an adjustment of £83 million for the remaining transaction costs has been presented in the pro forma statement of profit or loss for the year-ended December 31, 2021 within operating expenses. These one-off costs will not have a continuing impact on the results of the combined company.

Total estimated transaction and related costs in conjunction with the transaction of £116 million are attributable as follows: Rentokil Initial £80 million and Terminix £36 million. As of June 30, 2022, Rentokil Initial had charged £25 million cumulatively to the statements of profit and loss and £13 million capitalized to share premium and therefore an adjustment of £42 million has been presented in the pro forma balance sheet as a reduction to cash and cash equivalents and a corresponding reduction to retained earnings of £32 million and share premium of £10 million to represent the estimated future charge (Note 4e). Terminix had charged £13 million cumulatively to the statements of profit and loss and therefore an adjustment of £23 million has been presented in the pro forma balance sheet as a reduction to cash and cash equivalents and a corresponding increase to goodwill as these transaction costs will reduce Terminix’s retained earnings prior to the consummation of the transaction.

These amounts have not been tax effected as the tax deductibility of these items has not been determined.

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d)

Adjustments to operating expense

The total transaction adjustment to operating expenses in the pro forma statement of profit or loss for the six months ended June 30, 2022 of nil includes the £27 million adjustment to reduce transaction and related costs recorded offset by adjustments to record amortization expense of £27 million (Note 4b(i)).

The total transaction adjustment to operating expenses in the pro forma statement of profit or loss for the year ended December 31, 2021 of £154 million includes the £82 million adjustment for transaction and related costs as well as adjustments to amortization expense of £54 million (Note 4b(i)), replacement awards of £5 million (Note 4h), and Terminix management compensation of £13 million (Note 4i).

e)

Adjustments to shareholders’ equity

The estimated impact to total shareholders’ equity of the transaction as of June 30, 2022 is summarized as follows:

	Transaction Accounting Adjustments
(£m)	Eliminate Terminix historical equity		Issuance of Rentokil Initial Shares		Estimated Transaction costs		Replacement Awards		Terminix Management Compensation		Total Transaction Accounting Adjustments
Share capital		(2)		6		—		—		—		4
Share premium		(1,977)		3,370		(10)		5		—		1,388
Other reserves		(7)		—		—		—		—		(7)
Treasury shares		792		—		—		—		—		792
Retained earnings		(619)		—		(32)		(5)		(13)		(669)
Non-controlling interests		—		—		—		—		—		—
Total shareholders’ equity		(1,813)		3,376		(42)		—		(13)		1,508

Total estimated transaction and related costs is £116 million (Note 4c) comprising of £23 million of incremental costs directly attributable to the share issuance that will be capitalized to share premium and £93 million of costs that will be expensed. As of June 30, 2022, Rentokil Initial had £25 million of transaction and related costs included in retained earnings and £13 million capitalized to share premium while Terminix had £13 million included in retained earnings. As a result, within shareholders’ equity, an adjustment of £32 million has been made to retained earnings and an adjustment has been made to capitalize a further £10 million to share premium relating to Rentokil Initial’s costs, and an adjustment of £23 million has been made to goodwill for Terminix’s costs (Note 4c).

f)

Income tax impact

The estimated income tax impacts of the pre-tax adjustments that are reflected in the Pro Forma Financial Information are calculated using an estimated blended statutory rate of 27%, which is based on preliminary assumptions related to the jurisdictions in which the income (expense) adjustments will be recorded. The blended statutory rate of the combined company following the Transaction could be significantly different depending on post-Transaction activities and the geographical mix of profit or loss before taxes.

g)

Earnings per share

Pro forma earnings (loss) per share (referred to as “EPS”) for the pro forma statement of profit or loss have been recalculated to show the impacts of the transaction after giving effect to the Rentokil Initial ordinary shares to be issued to Terminix stockholders, on a constant diluted and basic outstanding share basis, assuming that the Rentokil Initial ordinary shares underlying the Rentokil Initial ADSs to be issued in connection with the transaction were outstanding at the beginning of the periods presented. The effect of anti-dilutive potential ordinary shares is ignored in calculating pro forma diluted earnings (loss) per share. For

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the six months ended June 30, 2022, total weighted average pro forma Rentokil Initial Shares outstanding is assumed to be 2,505 million and 2,513 million, respectively, for basic and diluted EPS for the pro forma statement of profit or loss. For the year ended December 31, 2021, total weighted average pro forma Rentokil Initial Shares outstanding is assumed to be 2,503 million and 2,513 million, respectively, for basic and diluted EPS for the pro forma statement of profit or loss.

	For the six months ended June 30, 2022
	Rentokil Initial Historic		Unaudited Pro Forma combined company
Net income – attributable to shareholders, £m		124		140
Weighted average number of ordinary shares (basic), million		1,860		2,505
Basic EPS, pence		6.67		5.59
Weighted average number of ordinary shares (diluted), million		1,866		2,513
Diluted EPS, pence		6.65		5.57

	For the year ended December 31, 2021
	Rentokil Initial Historic		Unaudited Pro Forma combined company
Net income – attributable to shareholders, £m		263		152
Weighted average number of ordinary shares (basic), million		1,858		2,503
Basic EPS, pence		14.16		6.07
Weighted average number of ordinary shares (diluted), million		1,866		2,513
Diluted EPS, pence		14.10		6.05

h)

Replacement awards

Terminix stock options

At the first effective time, each Terminix Stock Option that is then vested and exercisable will be cancelled in consideration for the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of the excess of the Vested Award Consideration over the exercise price per share of the respective Terminix Stock Option and the number of shares of Terminix common stock subject to such Terminix Stock Option immediately prior to the first effective time.

At the first effective time, each Terminix Stock Option that is then unvested will be converted into an Assumed Option to purchase a number of Rentokil Initial ADSs equal to the number of shares of Terminix common stock underlying the Terminix Stock Option multiplied by the Equity Award Exchange Ratio. The exercise price per Rentokil Initial ADS applicable to each Assumed Option will be equal to the exercise price per share of Terminix common stock applicable to such Terminix Stock Option divided by the Equity Award Exchange Ratio. Each Assumed Option will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix Stock Option.

Terminix restricted stock unit awards

At the first effective time, each Terminix RSU Award that is vested will be cancelled in consideration for the right to receive, in respect of each share of Terminix common stock subject to such Terminix RSU Award immediately prior to the first effective time, the Vested Award Consideration, without interest and less applicable withholding taxes.

At the first effective time, each other Terminix RSU Award will be assumed by Rentokil Initial and will be converted into an Assumed RSU Award that settles in a number of Rentokil Initial ADSs equal to the number of shares of Terminix common stock underlying the Terminix RSU Award multiplied by the Equity

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Award Exchange Ratio. Each Assumed RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix RSU Award.

Terminix performance stock unit awards

At the first effective time, each outstanding Terminix PSU Award that was granted prior to the date of the merger agreement will be assumed by Rentokil Initial and converted into an Assumed PSU Award that settles, subject to the achievement of the applicable time-based vesting conditions, in a number of Rentokil Initial ADSs equal to the product of the number of shares of Terminix common stock underlying the Terminix PSU Award (determined by deeming the applicable performance goals to be achieved at the greater of the target level and the actual level of achievement through the latest practicable date prior to the first effective time), multiplied by the Equity Award Exchange Ratio. Each such Assumed PSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award, other than any performance-based vested conditions.

At the first effective time, each Terminix PSU Award granted after the date of the merger agreement (under circumstances permitted by the merger agreement) will be assumed by Rentokil Initial and converted into an Assumed PSU Award that settles, subject to the achievement of the applicable time and performance-based vesting conditions, in a target number of Rentokil Initial ADSs equal to the product of (1) the number of shares of Terminix common stock underlying the Terminix PSU Award (determined by assuming the applicable performance goals to be achieved at target level) multiplied by (2) the Equity Award Exchange Ratio. Each such Assumed PSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Terminix PSU Award, except that the applicable performance metrics will be adjusted in good faith by Terminix and Rentokil Initial to provide for performance metrics that are based on the combined businesses.

Terminix director deferred share equivalents

At the first effective time, each outstanding director deferred share equivalent award with respect to shares of Terminix common stock will be cancelled in consideration for the right to receive the Vested Award Consideration, without interest.

Adjustment

The portion of the awards that has been included as part of the purchase consideration in note 4a has been determined by multiplying the fair value of the award as of June 30, 2022, by the portion of the requisite service period that elapsed prior to the transaction divided by the total service period. As reflected in note 4a, the portion of the fair value of Terminix’s equity awards attributable to pre-combination service that will be assumed by Rentokil Initial upon the closing amounts to £20 million, of which £6 million relates to fully vested and outstanding awards that will be settled in cash and £14 million relates to newly issued Rentokil Initial awards.

The estimated portion of the award attributable to post-combination services resulted in additional compensation expense of £5 million in the pro forma statement of profit or loss for the year ended December 31, 2021 and a corresponding adjustment to share premium. There was no additional compensation expense or related income tax expense to be adjusted for the six months ended June 30, 2022. The related estimated net decrease to income tax expense for the pro forma statement of profit or loss for the year ended December 31, 2021 is £1 million, which is included in the total adjustment to income tax expense of £20 million, along with the tax effect of the increase in amortization expense of £15 million in note 4b(i) and the tax effect of the management compensation arrangements of £4 million in note 4i. This adjustment will not have a continuing impact on the combined company once the post-combination service period has elapsed.

i)

Terminix management compensation arrangements

Terminix has management agreements in place with its executive officers. The agreements contain clauses which stipulate that named executive officers will be entitled to receive certain payments and

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benefits if they experience a qualifying termination of employment subsequent to the completion of the transaction and, in certain cases, after a specified period of time. For the Terminix named executive officers, the aggregate cash payments would be £9 million, the accelerated equity payments would be £10 million, and the value of other benefits would be £4 million. The effects of the aggregate cash payments and other benefits of £13 million resulting from the Terminix management agreements have been reflected within operating expenses for the year end December 31, 2021 as part of the total transaction adjustments of £154 million, with a corresponding tax impact of £4 million, which is included in the total adjustment to income tax expense of £20 million along with the tax effect of the increase in amortization expense of £15 million in note 4b(i) and the tax effect of the replacement awards of £1 million in note 4h. These one-off costs will not have a continuing impact on the results of the combined company. The costs have been shown as a reduction to cash and cash equivalents in the pro forma balance sheet. The effect of the equity component of these arrangements has been included in the adjustment at note 4h.

Were all Terminix named executive officers terminated within the window of time provided in the respective management agreements, Rentokil Initial would be required to make the following payments in total:

(in £ m)
Cash					9
Equity					10
Other benefits					4
Total					23

(5)

Disposal of the UK and Norway businesses

On June 1, 2022, in order to satisfy closing conditions of the proposed acquisition by Rentokil Initial, Terminix divested its international pest management businesses in the UK and Norway (the “Divestment”). The pro forma balance sheet as of June 30, 2022 excludes the balances of the UK and Norway business following the Divestment but the pro forma profit or loss statement includes the financial results of these businesses up to the date of the Divestment and were not excluded on the basis of materiality. Terminix recorded a loss on the sale of these international subsidiaries of US$41 million in the six-month period ending June 30, 2022. Together, the two businesses generated revenue of US$21 million (£16 million) and US$53 million (£38 million) which was included in statement of profit or loss for the six months ended June 30, 2022 and the year ended December 31, 2021 respectively.

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INFORMATION ABOUT THE COMPANIES