
Viability Statement
could impact on the liquidity, solvency and
viability of the Group. The Directors have
taken account of the Group’s liquidity position
and the Group’s ability to raise finance and
deploy capital. The results consider the
availability and likely effectiveness of the
mitigating actions that could be taken to avoid
or reduce the impact or occurrence of the
identified underlying risks.
Mitigating actions that were identified as part
of the viability assessment in previous years,
and which were found to be effective during
the pandemic, include securing additional
liquidity, deferring shareholder distributions,
pausing M&A activity, reducing planned
capital expenditure, use of recognised tax
payment deferral mechanisms and actively
managing the cost base of the Group. Should
these measures be insufficient then the Group
would consider raising equity; however, that
has not been required to date.
Although the review considered all the
emerging and principal risks identified by the
Group, the focus was also on how global
events, like a worldwide pandemic, could
impact the Group’s future financial
performance and its cash generation under
different scenarios. As a result, severe but
plausible downside sensitivities were applied
to the three-year plan approved by the Board.
The three-year plan is most sensitive to the
reduction in revenue due to customer
suspensions over extended durations. With
that in mind, the directors have chosen
scenarios reflecting the principal risks to stress
test the three-year plan for the following
downside scenarios:
A
Revenue reduces by 20% against the budget
for six months of 2023. This scenario is
significantly worse than the customer
suspensions experienced during the first half
of 2020, before the acquisition of Terminix
(which increased the size of the Group by
c.60%), which peaked at slightly below 30%
for one month only.
Risks: failure to grow our business profitably
in a changing macroeconomic environment;
failure to deliver consistently high levels of
service to the satisfaction of our customers;
failure to develop products and services that
are tailored and relevant to local markets and
market conditions; failure to ensure business
continuity in case of a material incident; and
failure to integrate acquisitions and execute
disposals from continuing business.
A
A prolonged downturn where revenue
reduces by 20% for each of the three years
in the model.
Risks: failure to grow our business profitably
in a changing macroeconomic environment;
failure to deliver consistently high levels of
service to the satisfaction of our customers;
failure to develop products and services that
are tailored and relevant to local markets and
market conditions; failure to ensure business
continuity in case of a material incident; and
failure to integrate acquisitions and execute
disposals from continuing business.
A
A significant one-off charge of £200m either
in the form of a number of bank failures or as
a result of a major fine.
Risks: business continuity in case of a
material incident; breaches of laws or
In accordance with provision 31 of the
Corporate Governance Code, the Board of
Directors has assessed the viability of the
Group, taking account of the Group’s current
financial position, the latest three-year
strategic plan and the potential impact of our
principal risks described on pages 65 to 69.
Based on this assessment, the Board confirms
that it has a reasonable expectation that the
Group will be able to continue in operation
and meet its liabilities as they fall due over the
period to 31 December 2025.
The business model of the Group is focused
on the delivery of services to customers at
their premises. These are professional and
often highly technical services, where
customers have a need that we can help
resolve. While these needs are subject to
some seasonality and macroeconomic cycles,
overall they are highly stable and growing at
GDP rates or faster. The drivers of this growth
are key to the Group’s prospects. Population
growth, growth of the ‘middle class’ and
urbanisation around the world brings growing
numbers of humans closer together,
increasing the need for hygiene, as seen in the
pandemic, and for control of pests where
sources of food are more available. While
climate change will undoubtedly have some
adverse impacts on the Group, the
disaggregated nature of our services at
customer locations materially reduces our
physical risks. Finally, the change in
environment will likely bring upsides as pest
breeding seasons are longer, mortality rates
are lower and infestations are able to move
into markets where they historically could not
survive. Overall, the combination of business
model and macroeconomic factors suggests
that recent growth trends should foreseeably
continue in line with our medium-term targets
and beyond.
Period of assessment
Although the Directors have no reason to
believe that the Group will not be viable over
a longer time frame, because of the degree
of uncertainty, the period over which the
Directors have a reasonable expectation as
to the Group’s viability, is the three-year period
to 31 December 2025. Having considered
whether the assessment period should be
extended, it is the view of the Directors that
a three-year period is still appropriate as it is
consistent with the historical periods in the
budgeting and strategic planning process.
Three years is also aligned with the most
frequent duration of both the customer and
supplier fixed term contract periods entered
into by the Group.
Strategic planning process
The budget and longer-term plan have been
prepared in line with the Group’s strategy as
described in detail in the Strategic Report
(pages 1 to 70 and 138 to 143). The Board
reviews the Group’s performance at its
meetings and depending on the external
environment and its potential impact on the
Group’s latest full-year forecast and strategic
plan, may model a number of scenarios.
Viability assessment
In making their assessment, the Directors have
considered the current position of the Group
and have undertaken a robust evaluation of
the principal risks, in particular the ones that
regulations (including tax, competition and
antitrust laws); failure to mitigate against
financial market risks; fraud, financial crime
and loss or unintended release of personal
data; and safety, health and the environment.
We have also considered two joint scenarios
of the above: 1) the six-month scenario and a
substantial fine; and 2) the three-year scenario
and a substantial fine. Reverse stress tests
were considered involving bank losses or fine
of >28% of pro-forma 2023 Global Revenues
(GDPR capped at 10%), or a 47% downturn in
Global Revenues for existing headroom to be
fully used. If we assumed no mitigating
activities as described above, this would be
24% for three years.
The impact of the scenarios has been modelled
to test projected liquidity headroom over the
three-year viability period. In each of the
individual and joint scenarios, the Group
continues to retain sufficient liquidity headroom
with the mitigating actions it can deploy. In the
scenario of a significant one-off charge of
£200m, this could be managed using ordinary
liquidity management processes.
In the three-year period of the viability
statement, the Group has two debt maturities.
In November 2024 the €400m bond matures,
followed by the $700m term loan in October
2025. As at 31 December 2022, the Group had
total undrawn committed facilities of $1bn
(£827m) and unrestricted cash, net of
overdrafts of £867m, giving the Group
combined headroom of £1,694m.
In addition to its committed headroom, the
Group also has a $250m accordion linked to
its RCF, a £1bn Commercial Paper Programme
and an uncommitted, undrawn overdraft
facility amounting to £20m.
Throughout 2022, the Group maintained its
long-term (BBB with a Stable outlook) and
short-term (A-2) credit ratings. At the time of
the acquisition of Terminix, S&P Global
reaffirmed the rating and also moved the
Group’s Business Risk Profile up from
Satisfactory to Strong.
The combination of a strong investment grade
credit rating, the RCF banks’ willingness to
provide debt funding free of financial covenants
for the acquisition of Terminix, the flexibility the
Group has to make material reductions in its
cash outflows, which was demonstrated during
2020, and the fact that the Group has
continued to generate cash, provide the
Directors with confidence that the Group could
raise additional debt finance if required.
The geographical spread of the Group’s
operations helps minimise the risk of serious
business interruption. Furthermore, the Group
is not reliant on one particular group of
customers or sectors.
Based on this assessment and having carefully
considered the Group’s current standing, debt
servicing and the risks and uncertainties
referred to above, in line with the UK
Corporate Governance Code, the Directors
have a reasonable expectation that the Group
will be able to continue in operation and meet
its liabilities as they fall due over the
three-year period ending 31 December 2025.
70
Rentokil Initial plc
Annual Report 2022