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United States securities and exchange commission logo





                             July 7, 2022

       Catherine Stead
       Company Secretary
       Rentokil Initial plc
       Compass House
       Manor Royal
       West Sussex RH10 9PY
       United Kingdom

                                                        Re: Rentokil Initial
plc
                                                            Registration
Statement on Form F-4
                                                            Filed June 7, 2022
                                                            File No. 333-265455

       Dear Ms. Stead:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4 Filed June 7, 2022

       Q. What will Terminix stockholders receive for their shares if the
transaction is completed?, page
       7

   1.                                                   Revise to provide an
illustrative example of how the merger consideration will ultimately
                                                        be determined using a
hypothetical volume weighted average price of Rentokil Initial
                                                        ADSs, so that holders
can appreciate the calculation of the amounts and values of the
                                                        stock consideration and
the cash consideration. Provide examples that demonstrate how
                                                        such amounts may
fluctuate over time.
 Catherine Stead
FirstName   LastNameCatherine  Stead
Rentokil Initial plc
Comapany
July 7, 2022NameRentokil Initial plc
July 7,2 2022 Page 2
Page
FirstName LastName
Questions and Answers
Q: Does my vote matter?, page 7

2.       Elaborate upon this answer to indicate, if true, that officers and
directors of Terminix
         intend to vote in favor of the merger and quantify the level of
approval associated with
         such votes.
Following the closing, there may be less publicly available information
concerning Rentokil
Initial..., page 43

3.       Tell us what consideration you have given, if any, to re-assessing
your status as a foreign
         private issuer once the merger has been consummated, given your
combined operations in
         the United States and your disclosure regarding current ownership of
your ordinary shares
         by United States residents on page 177.
Inflationary pressures, such as increases in wages, fuel prices and other
operating costs..., page
50

4.       We note your disclosure regarding the the adverse affect of increases
in costs and
         expenses. Clarify whether or not fuel prices have negatively impacted
your operations
         during this fiscal year, with a view to understanding whether such
inflationary pressures
         are purely hypothetical. Clarify whether you have absorbed these costs
or passed them
         along to customers in the form of increased prices to date.
Background of the Transaction, page 75

5.       Please provide a brief summary of Rentokil   s    strategic and
financial rationales for [the]
         transaction    in order to provide a more thorough understanding for
the reasons behind the
         business combination.
6.       Provide more details as to why the parties decided to contemplate the
business
         combination at this particular time, rather than during the prior
discussions in 2018. In this
         regard, elaborate upon why the discussions terminated in 2018 and why
they resumed in
         2021.
7.       Please disclose whether the parties had any pre-existing business
relationships or contacts
         prior to the 2018 discussions of a possible merger. If not, confirm
that the 2018
         discussions were the first time the parties had any formal contact
with each other
         pertaining to doing business together.
8.       Clarify whether the preliminary financial analyses regarding Terminix
and Rentokil Initial
         that were shared on October 11 and 21, 2021 and December 7, 2021 are
the same as
         those presented on page 94 under "Certain Terminix Unaudited
Prospective Financial
         Information" and if not, explain how they differ.
9.       Please provide more details as to how Lazard ended up selecting
Parties A, B and C as
         alternate parties that would be interested in pursuing a transaction
with Terminix.
 Catherine Stead
FirstName   LastNameCatherine  Stead
Rentokil Initial plc
Comapany
July 7, 2022NameRentokil Initial plc
July 7,3 2022 Page 3
Page
FirstName LastName
10.      Elaborate upon how the final consideration amount of an implied value
of $55 per
         Terminix share was determined. Elaborate upon the valuation amounts
that were
         discussed starting on October 21 until the final amount was agreed
upon.
11.      Elaborate upon how the parties arrived at the annual pre-tax cost
synergies discussed in
         this section that range from $150 to $175 million by explaining how
those amounts are
         calculated and each category of savings. Clarify the amounts that were
shared with and
         reviewed by Lazard, in support of the fairness opinion.
Recommendation of the Terminix Board of Directors; Terminix's Reasons for the
Transaction ,
page 79

12.      Elaborate upon the strategic consideration that refers to "attractive
financial profile with
         significant synergy opportunities" to explain how the board arrived at
this conclusion.
13.      Elaborate upon how the board determined that the transaction would be
"mid-teens
         percent accretive to Rentokil Initial's earnings per share in the
first full year following
         closing." Reconcile this disclosure with the risk factor that appears
on page 40 that seems
         to suggest otherwise.
14.      Enhance your disclosure under "Most Attractive Strategic Alternative"
to explain in
         greater detail the relative unattractiveness of the alternative of
remaining independent and
         continuing to execute on Terminix's long-term business strategy,
considering Parties A, B
         and C declined to pursue further discussions with Terminix.
Rentokil Initial Reasons for the Transaction, page 85

15.      We understand the Rentokil Initial board of directors did not attempt
to quantify, rank or
         otherwise assign specific weights to the factors considered in
reaching its decision to enter
         the business combination. Regardless, please discuss any negative
factors the Rentokil
         Initial board contemplated in connection with the proposed business
combination.
Terminix Financial Analyses, page 88

16.      In addition to the multiples and range of implied equity value per
share you present for
         your comparable companies analysis, revise to provide the inputs you
used for each
         selected company, such as enterprise value and EBITDA. This comment
applies too all
         other analyses dependent upon inputs specific to selected companies.
Comparable Public Companies Analysis, page 89

17.      One of the reasons you provide for selecting the comparable companies
is that they
            operated businesses similar in certain respects to the business of
Terminix   . Please
         provide more detail as to how these companies operate businesses that
are similar to
         Terminix   s business. Additionally, elaborate on how residential
services and commercial
         services are considered similar selections for purposes of a
comparable public company
         analysis.
 Catherine Stead
FirstName   LastNameCatherine  Stead
Rentokil Initial plc
Comapany
July 7, 2022NameRentokil Initial plc
July 7,4 2022 Page 4
Page
FirstName LastName
Precedent Transactions Analysis, page 90

18.      One of the reasons you provide for selecting the precedent
transactions is that    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 [this]
         transaction.    Please provide more detail as to how you believe these
precedent
         transactions are similar to the current transaction being contemplated
in this filing.
U.S. Federal Income Taxation of the Transaction, page 116

19.      Regarding your tax opinion, you state that Rentokil and Terminix
intend    that the first
         merger and the second merger    will qualify [   ] as a
[reorganization]   . This language
         leaves uncertain whether you believe the mergers actually qualify as a
reorganization. If
         this disclosure is intended to serve as the tax opinion to be rendered
by your counsel,
         please remove the language giving rise to the uncertainty in the
opinion, or provide more
         detail as to why you believe the uncertainty exists.
Business of Rentokil Initial, page 219

20.      Provide support for your statement that "the global pest control
market was estimated to
         be approximately $22 billion in 2021 (with approximately 51% ($11
billion) of the market
         in North America, 20% in Europe and 21% in Asia) and is expected to
grow at 4.5% to
         5% plus annually. The global pest control market is highly fragmented,
with
         approximately 40,000 companies globally, of which approximately 50%
operate in North
         America." This comment also applies to the industry statistics you
offer elsewhere in this
         section, such as under Hygiene and Wellbeing.

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
234

21.      Revise to discuss, for at least the current financial year, any known
trends, uncertainties,
         demands, commitments or events that are reasonably likely to have a
material effect on
         the company   s net sales or revenues, income from continuing
operations, profitability,
         liquidity or capital resources, or that would cause reported financial
information not
         necessarily to be indicative of future operating results or financial
condition. We note
         your discussion about the impact of COVID-19 on your business,
however, please expand
         this discussion to discuss, as applicable, the impact of economic
conditions, including
         inflation, supply chain pressures and labor shortages, regardless of
whether they are
         attributable to COVID-19. Refer to Item 5.D. of Form 20-F.
Key Indicators of Performance and Financial Condition, page 236

22.      You indicate that management focuses on indicators and key operating
and financial
         metrics to monitor the financial condition and performance of its
business, however, you
         do not quantify all of these metrics elsewhere in your prospectus. As
examples, you
 Catherine Stead
FirstName   LastNameCatherine  Stead
Rentokil Initial plc
Comapany
July 7, 2022NameRentokil Initial plc
July 7,5 2022 Page 5
Page
FirstName LastName
         mention Customer Retention, Colleague Retention and Lost Time Accident
Rates,
         however, you do not provide any data associated with these key
performance indicators.
         Please revise or advise.
Adjusted Free Cash Flow and Free Cash Flow Conversion, page 237

23.      Please revise to expand your description of these non-IFRS financial
measures to include
         all adjustments necessary to calculate the measures.
Results of Operations
Operating Expenses, page 238

24.      Please revise to include separate discussions and analyses for
category of operating
         expenses here and on a segment basis in your segment-level discussion.
Revenue by Business Segment
Revenue for Year ended December 31, 2021 Compared to the Year Ended December
31, 2020
Pest Control, page 241

25.      We note a significant revenue increase in your Pest Control segment
and your disclosure
         that the increase was due to an excellent performance from your North
America business
         offset by weaker performances from other regions. Please revise to
provide more robust
         disclosure regarding the reasons for your revenue fluctuation. In
doing so, describe and
         quantify the extent to which such changes are attributable to changes
in prices or to
         changes in the volume or amount of goods or services being sold or to
the introduction of
         new products or services. In addition, revise to quantify material
factors attributable for
         changes disclosed in revenues by geographical location section
starting on page 243.
         Refer to Item 5 of Form 20-F and Item 14(g) of Form F-4.
Revenue by Geographical Locations, page 243

26.      Please revise to describe countries and/or regions included in each
geographical location
         to the extent necessary (e.g. Latin America included in Europe,
Ireland included in UK
         & Rest of the World, etc.).
Alternative Indicative Measures, page 246

27.      Please revise this header to clearly state and describe the measures
discussed as non-IFRS
         financial measures. In addition, revise to include non-IFRS financial
measures in the
         header on page 236.
28.      Please tell us whether "Ongoing Operating Profit" reflects adjustments
to eliminate your
         receipt of the wage subsidies disclosed in financial statement
footnote D5 - Government
         Grants.
 Catherine Stead
FirstName   LastNameCatherine  Stead
Rentokil Initial plc
Comapany
July 7, 2022NameRentokil Initial plc
July 7,6 2022 Page 6
Page
FirstName LastName
Liquidity and Capital Resources
Cash Flow Activity, page 249

29.      We note your disclosure that the increase in cash provided by
operating activities was
         primarily attributable to the increase in operating profit and changes
in working capital.
         Please expand your discussion to disclose the material factors that
impact the
         comparability of operating cash flows in terms of cash and quantify
each factor indicated
         so that investors may understand the magnitude of each. Your
discussion should focus on
         factors that directly affect cash, and not merely refer to operating
profit, which is recorded
         on an accrual basis. Refer to Instruction 1 to Item 5 of Form 20-F and
Item 14(g) of Form
         F-4.
Debt, page 251

30.      Describe any material unused sources of liquidity discussed here, such
as your Revolving
         Credit Facility, and elaborate upon the terms of such facility
including the
         counterparty, maturity profile and interest rate. Refer to Item 5.B.
of Form 20-F.
Consolidated Financial Statements, page F-6

31.      Please include the company name on the face of the financial
statements and the notes to
         the financial statements. Please also define "Benelux" and "Nordics"
as used in the
         footnotes.
Notes to the Financial Statements
A. Operating
A1. Revenue Recognition and Operating Segments
Segment Reporting, page F-18

32.      Please tell us your consideration of disclosure requirements in IFRS
8.21 for segment
         assets and segment liabilities. In addition, revise to disclose the
required information in
         IFRS 8.33(b).
A2. Earnings per Share, page F-23

33.      Please tell us and revise to disclose instruments that could
potentially dilute basic earnings
         per share, but were not included in the calculation of diluted
earnings per share because
         they are antidilutive for the periods presented. Refer to IAS
33.70(c).
B. Investing
B1. Business Combinations, page F-41

34.      Please revise to disclose the total amount of goodwill that is
expected to be deductible for
         tax purposes. Refer to IFRS 3.B64(k).
 Catherine Stead
Rentokil Initial plc
July 7, 2022
Page 7

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Stephen Kim at 202-551-3291 or Lyn Shenk 202-551-3380 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Ryan Lichtenfels at 202-551-3380 or Mara Ransom at 202-551-3264 with any other
questions.



FirstName LastNameCatherine Stead                          Sincerely,
Comapany NameRentokil Initial plc
                                                           Division of
Corporation Finance
July 7, 2022 Page 7                                        Office of Trade &
Services
FirstName LastName
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