EX-FILING FEES 25 tm2215547d2_ex107.htm EX-FILING FEES

Exhibit 107

 

Calculation of Filing Fee Tables

 

 

FORM F-4
(Form Type)

 

Rentokil Initial plc
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security Type  Security
Class
Title
   Fee
Calculation
or Carry
Forward Rule
   Amount
Registered
   Proposed
Maximum
Offering Price
Per Unit
   Maximum
Aggregate
Offering Price
   Fee Rate   Amount of
Registration Fee
    Carry
Forward
Form Type
   Carry
Forward
File Number
   Carry
Forward
Initial
Effective Date
   Filing Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward
Newly Registered Securities
Fees to Be Paid  Equity   Rentokil Initial ordinary shares, par value £0.01 per share(1)     457(c), 457(f)(1), 457(f)(3)    654,450,289(2)    N/A   $4,026,211,403.92(3)   $0.0000927   $373,229.80(4)                 
Fees Previously Paid                                               
Carry Forward Securities
Carry Forward Securities                                               
   Total Offering Amounts        $4,026,211,403.92 (3)       $373,229.80(4)                 
   Total Fees Previously Paid                  $0                  
   Total Fee Offsets                  $0                  
   Net Fee Due                  $373,229.80                  

 

 

 

 

(1)The Rentokil Initial plc (“Rentokil Initial”) ordinary shares, par value £0.01 per share (“Rentokil Initial ordinary shares”) will initially be represented by American depositary shares, each representing five Rentokil Initial ordinary shares (the “Rentokil Initial ADSs”). The Rentokil Initial ADSs have been or will be registered under a separate registration statement on Form F-6.
  
(2)Represents the maximum number of Rentokil Initial ordinary shares estimated to be issuable or subject to stock-based awards that may be assumed by the registrant upon the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 13, 2021 (as amended by Amendment No. 1, dated as of March 14, 2022, and as it may be further amended from time to time, the “Merger Agreement”), by and among Terminix Global Holdings, Inc. (“Terminix”), Rentokil Initial, Rentokil Initial US Holdings, Inc., a wholly owned subsidiary of Rentokil Initial (“BidCo”), Leto Holdings I, Inc., a direct, wholly owned subsidiary of Bidco and Leto Holdings II, LLC, a direct, wholly owned subsidiary of Bidco, as described in the registration statement on Form F-4 of Rentokil Initial with which this exhibit is filed. The calculation of the number of Rentokil Initial ordinary shares being registered was based on the sum of (a) (i) 121,519,348, an estimate of the maximum number of shares of common stock, par value $0.01 per share, of Terminix issued and outstanding as of May 31, 2022, multiplied by (ii) the exchange ratio of 1.0619, multiplied by (iii) 5.0 and (b) (i) 1,314,464, an estimate of the maximum number of shares of Terminix common stock issuable upon the exercise or settlement of unvested Terminix options, performance-based restricted stock unit awards and unvested time-based restricted stock unit awards with respect to Terminix common stock as of May 31, 2022, multiplied by (ii) an exchange ratio of (x) 1.0619 plus (y) 0.3445, which is the quotient (rounded to four decimal places) of $11.00 and $31.93, the volume weighted average price (measured in U.S. dollars) of Rentokil Initial ADSs (measured using the volume weighted average price of Rentokil Initial ordinary shares multiplied by the number of Rentokil Initial ordinary shares represented by each Rentokil Initial ADS) on May 31, 2022, multiplied by (iii) 5.0. In accordance with Rule 416, this registration statement also covers an indeterminate number of Rentokil Initial ordinary shares as may be issuable as a result of stock splits, stock dividends or similar transactions.
  
(3)Estimated solely for purposes of calculating the amount of the registration fee, the proposed maximum aggregate offering price of the securities being registered was calculated pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) and is based on (a) the product of (i) $43.66, the average of the high and low prices for shares of Terminix common stock as reported on the New York Stock Exchange on May 31, 2022, multiplied by (ii) 122,833,812 (which represents the estimated maximum number of shares of Terminix common stock that may be exchanged in the transactions contemplated by the Merger Agreement, as described in footnote (2) above), minus (b) $1,336,712,828.00 (which represents the estimated amount of cash that will be paid by Rentokil Initial to the holders of shares of Terminix common stock in the transactions contemplated by the Merger Agreement).
  
(4)The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of the U.S. Securities Act, by multiplying the proposed maximum aggregate offering price by 0.0000927.