| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
* * *
Additional Information About The Transaction And Where To Find It
In connection with the acquisition of Terminix by Rentokil Initial
(such acquisition, the “Transaction”), Rentokil Initial has filed with the SEC a registration statement on Form F-4
(the “Registration Statement”), which includes a proxy statement of Terminix that also constitutes a prospectus of
Rentokil Initial (the “proxy statement/prospectus”). The SEC declared the Registration Statement effective on September
7, 2022. On September 7, 2022, Terminix filed its Definitive Proxy Statement with the SEC in connection with the Transaction. Each of
Rentokil Initial and Terminix have filed and may file other relevant documents in connection with the Transaction. The Definitive Proxy
Statement was first sent to the shareholders of Terminix on September 8, 2022. Rentokil Initial has also filed a shareholder proxy circular
in connection with the Transaction with applicable securities regulators in the United Kingdom and the shareholder proxy circular was
first sent to Rentokil Initial’s shareholders on or about September 8, 2022. This communication is not a substitute for any registration
statement, proxy statement/prospectus or other documents Rentokil Initial and/or Terminix filed or may file with the SEC in connection
with the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL
INITIAL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT AND SHAREHOLDER PROXY CIRCULAR, AS APPLICABLE,
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN THE UNITED KINGDOM,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL INITIAL, THE TRANSACTION AND RELATED MATTERS. The Registration Statement
and Definitive Proxy Statement are, and the other documents filed by Rentokil Initial and Terminix with the SEC, when filed, will be,
available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders are able to obtain free copies
of the Definitive Proxy Statement and other documents filed with the SEC by Terminix online at investors.terminix.com, upon written request
delivered to Terminix at 150 Peabody Pl., Memphis, TN 38103, USA, Attention: Corporate Secretary, or by calling Terminix’s Corporate
Secretary’s Office by telephone at +1 901-597-1400 or by email at deidre.richardson@terminix.com, and are able to obtain free copies
of the Registration Statement, Definitive Proxy Statement, shareholder proxy circular and other documents filed with the SEC and applicable
securities regulators in the United Kingdom by Rentokil Initial online at https://www.rentokil-initial.com, upon written request delivered
to Rentokil Initial at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Attention: Peter Russell, or by calling Rentokil
Initial by telephone at +44 (0) 7811 270734 or by email at investor@rentokil-initial.com. The information included on, or accessible through,
Rentokil Initial’s or Terminix’s website is not incorporated by reference into this communication. This communication is for
informational purposes only and is not intended to, and shall not, constitute an offer to sell or buy or the solicitation of an offer
to sell or buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to appropriate registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in connection with
the Transaction. However, under SEC rules, Terminix, Rentokil Initial, and certain of their respective directors, executive officers and
other members of the management and employees may be deemed to be participants in the solicitation of proxies in connection with the Transaction.
Information about Terminix’s directors and executive officers may be found on its website at corporate.terminix.com/responsibility/corporate-governance
and in its 2021 Annual Report on Form 10-K filed with the SEC on March 1, 2022, available at investors.terminix.com and www.sec.gov. Information
about Rentokil Initial’s directors and executive officers may be found on its website at https://www.rentokil-initial.com and in
its 2021 Annual Report filed with applicable securities regulators in the United Kingdom on March 30, 2022, available on its website at
https://www.rentokil-initial.com. The information included on, or accessible through, Rentokil Initial’s or Terminix’s website
is not incorporated by reference into this communication. These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the Transaction
is included in the Definitive Proxy Statement and shareholder proxy circular and other relevant materials filed with the SEC and applicable
securities regulators in the United Kingdom.
Information Regarding Forward-Looking Statements
This communication contains forward-looking statements
as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
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.
We 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: a condition to the closing of the Transaction may not be satisfied; the
occurrence of any event that can give rise to termination of the Transaction; Rentokil Initial is unable to achieve the synergies and
value creation contemplated by the Transaction; Rentokil Initial is unable to promptly and effectively integrate Terminix’s businesses;
management’s time and attention is diverted on Transaction related issues; disruption from the Transaction makes it more difficult
to maintain business, contractual and operational relationships; the credit ratings of Rentokil Initial decline following the Transaction;
legal proceedings are instituted against Terminix or Rentokil Initial; Terminix or Rentokil Initial is unable to retain or hire key personnel;
the announcement or the consummation of the proposed Transaction has 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; evolving legal, regulatory and tax regimes;
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, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus
(COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or subsequent U.S. or U.K. 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, 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 pandemic; the impact of public health crises,
such as pandemics (including the COVID-19 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; actions by third parties, including government agencies; the risk that disruptions from the
Transaction will harm Rentokil Initial’s or Terminix’s business, including current plans and operations; certain restrictions
during the pendency of the Transaction that may impact Rentokil Initial’s or Terminix’s ability to pursue certain business
opportunities or strategic transactions; Rentokil Initial’s or Terminix’s ability to meet expectations regarding the accounting
and tax treatments of the Transaction; 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 on its
website at https://www.rentokil-initial.com (information included on or accessible through Rentokil Initial’s website is not incorporated
by reference into this communication); and 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 the Definitive Proxy Statement and shareholder proxy circular. While the
list of factors presented here is, and the list of factors presented in the Definitive Proxy Statement and shareholder proxy circular
is, 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. We caution you not to
place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and
the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking
statements contained in this communication. 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.
