Bond Rentokil Prime 0.875% ( XS1996441066 ) in EUR

Rentokil Prime

99.48 % ▲

United Kingdom

XS1996441066 ( in EUR )

0.875% per year ( payment 1 time a year)

29/05/2026

Prospectus brochure of the bond Rentokil Initial XS1996441066 en EUR 0.875%, maturity 29/05/2026

30/05/2026 ( In 112 days )

Rentokil Initial is a global pest control and hygiene services company offering a range of solutions including pest control, hygiene services, and workspace solutions.

The Bond issued by Rentokil Prime ( United Kingdom ) , in EUR, with the ISIN code XS1996441066, pays a coupon of 0.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/05/2026

PRICING SUPPLEMENT

PROHIBITION OF SALES TO EEA RETAIL INVESTORS -THE NOTES ARE NOT INTENDED
TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE
EUROPEAN ECONOMIC AREA (THE EEA). FOR THESE PURPOSES, A RETAIL INVESTOR
MEANS A PERSON WHO IS ONE (OR MORE) OF:
(A)
A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE
2014/65/EU, AS AMENDED (MIFID II); OR
(B)
A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, (AS AMENDED OR
SUPERSEDED,
THE
INSURANCE
MEDIATION
DIRECTIVE),
WHERE
THAT
CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLE 4(1) OF MIFID II.
CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO.
1286/2014, AS AMENDED OR SUPERSEDED (THE PRIIPS REGULATION) FOR OFFERING OR
SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS
IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE
UNLAWFUL UNDER THE PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET - SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S PRODUCT
APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES HAS
LED TO THE CONCLUSION THAT:
(A)
THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND
(B)
ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES
AND PROFESSIONAL CLIENTS ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A
DISTRIBUTOR) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET
MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE
FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES
(BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET
ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
28 May 2019
RENTOKIL INITIAL PLC
Legal Entity Identifier (LEI): 549300VN4WV7Z6T14K68
Issue of 500,000,000 0.875 per cent. Notes due 30 May 2026
under the 2,500,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS

This document constitutes the pricing supplement (Pricing Supplement) relating to the issue of the
Tranche of Notes described herein for the purposes of listing on the Official List of Euronext Dublin and
must be read in conjunction with the Offering Circular dated 27 March 2019 as supplemented by the
supplement dated 13 May 2019 (together, the Offering Circular) which, together with this Pricing
Supplement, constitute listing particulars for the purposes of listing on the Global Exchange Market.
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions of the
Notes (the Conditions) set forth in such Offering Circular.
Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the
combination of this Pricing Supplement and the Offering Circular. The Offering Circular is available for
viewing during normal business hours at the registered office of the Issuer at Riverbank, Meadows Business
Park, Blackwater, Camberley, Surrey GU17 9AB, United Kingdom.
The Offering Circular does not comprise (i) a prospectus for the purposes of Part VI of the Financial
Services and Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of Directive
2003/71/EC as amended or superseded (the Prospectus Directive). The Offering Circular has been
prepared solely with regard to Notes that are (i) not to be admitted to listing or trading on any
regulated market for the purposes of Directive 2014/65/EU, as amended and not to be offered to the
public in a Member State (other than pursuant to one or more of the exemptions set out in Article 3.2
of the Prospectus Directive).
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Pricing
Supplement. To the best of the knowledge and belief of the Issuer and the Guarantor (each of which has
taken all reasonable care to ensure that such is the case) the information contained in this Pricing
Supplement is in accordance with the facts and does not omit anything likely to affect the import of such
information.
1
Issuer:
Rentokil Initial plc
2
(i)
Series Number:
24

(ii)
Tranche Number:
1

(iii)
Date on which the Notes will Not Applicable
be consolidated and form a
single Series:

(iv)
Guarantee:
The Notes will be guaranteed by Rentokil Initial 1927 plc
pursuant to, and subject to the terms of, an amended and
restated deed of guarantee dated 18 February 2015 (as
amended and/or replaced from time to time). Such
Guarantee may terminate as further described in the
Offering Circular
3
Specified Currency or Currencies:
Euro ()
4
Aggregate Nominal Amount:

(i)
Series:
500,000,000

(ii)
Tranche:
500,000,000
5
Issue Price:
99.723 per cent. of the Aggregate Nominal Amount
6
(i)
Specified Denominations:
100,000 and integral multiples of 1,000 in excess thereof
up to and including 199,000. No Notes in definitive form

will be issued with a denomination above 199,000

(ii)
Calculation Amount:
1,000
7
(i)
Issue Date:
30 May 2019

(ii)
Interest Commencement Date: Issue Date
8
Maturity Date:
30 May 2026
9
Interest Basis:
0.875 per cent. Fixed Rate
(see paragraph 14 below)
10
Redemption/ Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount
11
Change of Interest Basis:
Not Applicable
12
Put/Call Options:
For the avoidance of doubt, the ability of Noteholders to
require the Issuer to redeem or repay the Notes following a
Put Event (as further described in Condition 6(f)) is
applicable
Issuer Call
(see paragraph 18 below)
13
(i)
Status:
Senior

(ii)
Date Board approval for 8 May 2019

issuance
of
Notes

obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:
0.875 per cent. per annum payable annually in arrear

(ii)
Interest Payment Date(s):
30 May in each year up to and including the Maturity Date,
commencing on 30 May 2020

(iii)
Fixed Coupon Amount(s):
8.75 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction:
Actual/Actual (ICMA)

(vi)
Determination Date(s):
30 May in each year

(vii)
Step
Up
Rating
Change Applicable
and/or Step Down Rating
Change:

(viii) Step Up Margin:
1.25 per cent. per annum
15
Floating Rate Note Provisions
Not Applicable
16
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17
Notice periods for Condition 6(b):
Minimum period: 15 days
Maximum period: 30 days
18
Issuer Call:
Applicable

(i)
Optional
Redemption At any time

Date(s):

(ii)
Optional
Redemption Make-Whole Amount if the Issuer Call occurs prior to 28
Amount:
February 2026
1,000 per Calculation Amount if the Issuer Call occurs on
or after 28 February 2026

(iii)
Reference Bond:
DBR 0.500 per cent. February 2026

(iv)
Redemption Margin:
+0.200 per cent.

(v)
Quotation Time:
11.00 a.m. (Central European Time)

(vi)
If redeemable in part:

(a)
Minimum
100,000
Redemption Amount:

(b)
Maximum
Aggregate outstanding nominal amount of the Series
Redemption Amount:
immediately prior to the occurrence of the Issuer Call

(vii)
Notice period:
Minimum period: 15 days
Maximum period: 30 days
19
Investor Put:
Not Applicable
20
Final Redemption Amount:
1,000 per Calculation Amount
21
Early Redemption Amount of each As per Condition 6(e)
Note payable on the occurrence of a
Put Event as described in Condition
6(f), redemption for taxation reasons
or on event of default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22
Form of Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
only upon an Exchange Event

PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING

(i)
Admission to trading:
Application has been made for the Notes to be admitted to
trading on the Global Exchange Market with effect from
30 May 2019

(ii)
Estimate of total expenses 1,000
related
to
admission
to
trading:
2
RATINGS

Ratings:
The Notes to be issued are expected to be rated BBB by
S&P Global Ratings Europe Limited (S&P).
S&P is established in the EU and registered under
Regulation (EC) No 1060/2009.
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer. The Managers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and the Guarantor and their
affiliates in the ordinary course of business.
4
USE OF PROCEEDS

The net proceeds of the Notes will be applied by the Issuer for its general corporate purposes, which
includes repayment of existing indebtedness.
4
YIELD

Indication of yield:
0.916 per cent. The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an indication of future
yield.
5
OPERATIONAL INFORMATION

(i)
ISIN:
XS1996441066

(ii)
Common Code:
199644106

(iii)
CFI:
See the website of the Association of National Numbering
Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency that assigned the
ISIN

(iv)
FISN:
See the website of the Association of National Numbering
Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency that assigned the

ISIN

(v)
Any clearing system(s) other Not Applicable
than Euroclear Bank SA/NV
and Clearstream Banking S.A.
and the relevant identification
number(s):

(vi)
Delivery:
Delivery against payment

(vii)
Names and addresses of Not Applicable
additional Paying Agent(s) (if
any):
6
DISTRIBUTION

(i)
If non-syndicated, name of Not Applicable
relevant Dealer:

(ii)
If
syndicated,
names
of Banco Santander, S.A.
Managers:
HSBC Bank plc
Lloyds Bank Corporate Markets plc
Skandinaviska Enskilda Banken AB (publ)
Standard Chartered Bank

(iii)
Date
of
Subscription 28 May 2019
Agreement:

(iv)
Name
of
stabilisation HSBC Bank plc
manager (if any):

(v)
U.S. Selling Restriction:
Reg S Compliance Category 2; TEFRA D

(vi)
Prohibition of Sales to EEA Applicable
Retail Investors:

(vii)
Prohibition of sales to Belgian Applicable
Consumers: