Rentokil Initial PLC Files 20-F/A Amendment

TL;DR

<b>Rentokil Initial PLC has filed an amended 20-F form for the fiscal year 2022, detailing various operational and financial aspects.</b>

AI Summary

RENTOKIL INITIAL PLC /FI (RKLIF) filed a Amended Foreign Annual Report (20-F/A) with the SEC on February 8, 2024. Filing is an amendment to the 20-F form for the fiscal year ending December 31, 2022. The company's principal executive offices are located at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY. The filing references various financial and operational metrics, including pension scheme members, business combinations, and currency risks. Specific segments mentioned include Hygiene and Wellbeing, Job Work, and Termite Contracts. The filing details costs related to the Terminix acquisition and integration, as well as other one-off operating items.

Why It Matters

For investors and stakeholders tracking RENTOKIL INITIAL PLC /FI, this filing contains several important signals. This amendment provides updated information and disclosures relevant to investors and stakeholders regarding Rentokil's financial performance and operational activities for the 2022 fiscal year. The inclusion of specific cost details related to the Terminix acquisition and integration offers insight into the financial impact of this significant business event.

Risk Assessment

Risk Level: medium — RENTOKIL INITIAL PLC /FI shows moderate risk based on this filing. The filing is an amendment (20-F/A), indicating potential revisions or additions to previously submitted information, which could imply a need for closer scrutiny of the updated disclosures.

Analyst Insight

Review the specific details within the 20-F/A filing, particularly those related to the Terminix acquisition costs and any revised financial metrics, to fully assess the company's current financial standing and strategic execution.

Key Numbers

• 2022-12-31 — Fiscal Year End (Reporting Period)
• 2024-02-08 — Filing Date (Date Filed)
• 001-41524 — SEC File Number (SEC Filing Identifier)

Key Players & Entities

• RENTOKIL INITIAL PLC (company) — Filer
• 20-F/A (filing) — Form Type
• 20240208 (date) — Filing Date
• 20221231 (date) — Fiscal Year End
• Compass House, Manor Royal (address) — Business Address
• 44 1293 858 000 (phone) — Business Phone
• Terminix (company) — Acquisition Mentioned

Forward-Looking Statements

• Rentokil will continue to incur significant integration costs related to the Terminix acquisition in future periods. (Rentokil Initial PLC /FI) — medium confidence, target: 2024-12-31
• The clarified provisions for termite damage claims will lead to more accurate financial forecasting for Rentokil. (Rentokil Initial PLC /FI) — high confidence, target: 2024-12-31

FAQ

Industry Context

Rentokil Initial PLC operates in the services sector, specifically management services, providing pest control and hygiene services globally.

Regulatory Implications

The filing is a Form 20-F/A, an annual report required by the SEC for foreign private issuers.

What Investors Should Do

1. Review the full 20-F/A filing for detailed financial statements and management discussion.
2. Analyze the specific disclosures related to the Terminix acquisition and integration costs.
3. Monitor future filings for updates on Rentokil's performance and strategic initiatives.

Year-Over-Year Comparison

This is an amended filing (20-F/A), indicating updates or corrections to previously submitted information for the fiscal year 2022.

Filing Documents

• rto-20221231x20fa.htm (20-F/A) — 8434KB
• rto-20221231xex12d1.htm (EX-12.1) — 14KB
• rto-20221231xex12d2.htm (EX-12.2) — 14KB
• rto-20221231xex13d1.htm (EX-13.1) — 15KB
• rto-20221231xex15d2.htm (EX-15.2) — 3KB
• rto-20221231xex15d3.htm (EX-15.3) — 2KB
• rto-20221231xex97d1.htm (EX-97.1) — 48KB
• rto-20221231xex97d1001.jpg (GRAPHIC) — 6KB
• 0001104659-24-012318.txt (&nbsp;) — 33976KB
• rto-20221231.xsd (EX-101.SCH) — 270KB
• rto-20221231_cal.xml (EX-101.CAL) — 141KB
• rto-20221231_def.xml (EX-101.DEF) — 802KB
• rto-20221231_lab.xml (EX-101.LAB) — 1706KB
• rto-20221231_pre.xml (EX-101.PRE) — 1283KB
• rto-20221231x20fa_htm.xml (XML) — 8403KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents Explanatory Note Rentokil Initial plc (the "Company") is filing this Amendment No. 1 (this "Form 20-F/A" or "Amendment No. 1") to the Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the "Original Form 20-F"), as filed with the United States Securities and Exchange Commission (the "SEC") on April 4, 2023 (the "Original Filing Date"), to (i) correct exhibits 12.1, 12.2, and 13.1, which were undated in the Company's Original Form 20-F as a result of a clerical error, (ii) reflect a revision to the disclosures of the consolidated financial statements contained in the Company's Original Form 20-F (the "Original Financial Statements") as further explained below, and (iii) remove the non-IFRS financial measures titled "Organic Revenue" from its Annual Report on Form 20-F/A. The Company will continue to furnish "Organic Revenue" non-IFRS measures on Form 6-K where required. On January 21, 2024 the Company concluded the following disclosure revisions were necessary: (i) relabel "Cash generated from operating activities" to "Cash generated from operations" in the Consolidated Statement of Cash Flows and (ii) relocate references to certain non-IFRS financial measures from the Original Financial Statements and to present them in Part I, Item 5 "Operating and Financial Review and Prospects" of this Amendment No. 1. No revisions have been required or made to the amounts presented in the Consolidated Balance Sheet, Consolida

, Item 3D "Risk Factors"

Part I, Item 3D "Risk Factors"

, Item 4 "Information on the Company"

Part I, Item 4 "Information on the Company"

, Item 5 "Operating and Financial Review and Prospects"

Part I, Item 5 "Operating and Financial Review and Prospects"

, Item 6 "Directors, Senior Management and Employees"

Part I, Item 6 "Directors, Senior Management and Employees"

, Item 7 "Major Shareholders and Related Party Transactions"

Part I, Item 7 "Major Shareholders and Related Party Transactions"

, Item 8 "Financial Information"

Part I, Item 8 "Financial Information"

, Item 11 "Quantitative and Qualitative Disclosures about Market Risk"

Part I, Item 11 "Quantitative and Qualitative Disclosures about Market Risk"

, Item 15 "Controls and Procedures"

Part II, Item 15 "Controls and Procedures"

, Item 16C "Principal Accountant Fees and Services"

Part II, Item 16C "Principal Accountant Fees and Services"

, Item 18 "Financial Statements"

Part III, Item 18 "Financial Statements"

, Item 19 "Exhibits"

Part III, Item 19 "Exhibits" This Amendment No. 1 does not reflect any events that have occurred on or after the Original Filing Date. Among other things, the Company has not revised forward-looking statements made in the Original Form 20-F to reflect events that occurred or facts that became known to the Company after the Original Filing Date. Therefore, this Amendment No. 1 should be read in conjunction with the Original Form 20-F and any other documents that the Company has filed with the SEC on or after the Original Filing Date. Table of Contents Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for this Amendment No. 1 of Rentokil Initial plc set out below is being incorporated by reference from the Annual Report 2022 of Rentokil Initial plc included as exhibit 15.1 to this Form 20-F/A (the "Annual Report 2022"). Presentation of Financial and Other Information References below to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case such reference includes only the information contained under such subheading. To the extent that any information incorporated by reference into this Form 20-F/A itself incorporates information by reference (including by way of internal cross reference), such information shall not form part of this Form 20-F/A. All references in this Form 20-F/A to "us", "we" or "the Company" are to Rentokil Initial plc. Unless the context otherwise requires, "Rentokil Initial" or "Group" refers to the Company and its consolidated entities. Other information contained within the Annual Report 2022 included as exhibit 15.1 to this Form 20-F/A, including graphs and tabular data, is not included in this Form 20-F/A unless specifically identified below. Photographs are also not included. None of the websites referred to in the Annual Report 2022, including where a link is provided, nor any information

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4

KEY INFORMATION

ITEM 3. KEY INFORMATION 4

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 17

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 21

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 21

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 51

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 58

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 58

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 59

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 59

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 69

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 69 PART II

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 71

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 71

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 71

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 72

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 72

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 72

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 73

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 73

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 73

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 74

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 75

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 75 PART III

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 75

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 75

EXHIBITS

ITEM 19. EXHIBITS 80

SIGNATURES

SIGNATURES 82 3 Table of Contents PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Reserved Reserved. B. Capitalization and Indebtedness Not applicable. C. Reason for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors You should carefully consider the factors described below, in addition to the other information set forth in this Form 20-F/A. Providing route-based services carries various inherent risks and uncertainties that may affect our business. In this section, we describe the risks and uncertainties that we consider material to our business in that they may have a significant effect on our financial condition, results of operations, and/or reputation. We believe that the forward-looking statements about Rentokil Initial in this Form 20-F/A, identified by words such as anticipates', believes', expects' and intends', are based on reasonable assumptions. However, forward-looking statements involve inherent risks and uncertainties such as those summarised below. They relate to events that may occur in the future, that may be influenced by factors beyond our control and that may have actual outcomes materially different from our expectations. Therefore, other risks, unknown or not currently considered material, could have a material adverse effect on our financial condition or results of operations. 4 Table of Contents Risks Relating to Business Strategies and Operations If we are unsuccessful in integrating acquisitions or if our disposals result in unexpected costs or liabilities, our business could be materially and adversely affected. We have a strategy that includes growth by acquisition; for example, we acquired 53 new businesses in 2022, including Terminix Global Holdings, Inc. ("Terminix"). M&A activity is a core part of our strategy to extend our geographic footprint and to improve our market share in existing locations, and we may continue to pursue strategic transactions in the future, which could involve acquisitions or disposals of businesses or assets. These acquisitions need to be integrated quickly and efficiently to minimise potential impact on the operations of the acquired business and the existing business. There are a number of risks to

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View this 20-F/A filing on SEC EDGAR