HON.L Regulatory News (HON)

19 Dec 2005 07:00

Honeywell International Inc19 December 2005 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States or any other jurisdiction where it would be unlawful to doso FOR IMMEDIATE RELEASE December 19, 2005 RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ON BEHALF OF Honeywell FOR First Technology Summary • The boards of Honeywell and First Technology announce that they have agreedthe terms of a recommended all cash offer to be made by UBS on behalf ofHoneywell for the entire issued and to be issued share capital of FirstTechnology. • The Offer values each First Technology Share at 275 pence and the entireissued share capital of First Technology at approximately £207 million. FirstTechnology Shares will be acquired under the Offer with the right to receive anydividend declared made or paid on or after December 19, 2005. • The price to be paid in the Offer represents a premium of: - approximately 35 per cent. to the closing middle market price of FirstTechnology Shares of 203 pence on December 9, 2005, the last business day priorto the commencement of the Offer Period; and - approximately 24 per cent. to the closing middle market price of FirstTechnology Shares of 2221/2 pence on December 16, 2005, the last practicablebusiness day prior to this announcement. • The directors of First Technology, who have been so advised by DrKW,consider the terms of the Offer to be fair and reasonable and intend unanimouslyto recommend that First Technology Shareholders accept the Offer, when made. • The directors of First Technology have provided irrevocable undertakings toHoneywell to accept the Offer in respect of their entire holdings of 333,215First Technology Shares, in aggregate, representing approximately 0.4 per cent.of the issued share capital of First Technology. • Honeywell has also received irrevocable undertakings from other FirstTechnology Shareholders to accept the Offer in respect of 24,968,920 FirstTechnology Shares, in aggregate, representing approximately 33.1 per cent. ofFirst Technology's issued share capital. • Accordingly, Honeywell has received irrevocable undertakings to accept theOffer from the holders of 25,302,135 First Technology Shares, in aggregate,representing approximately 33.6 per cent. of First Technology's issued sharecapital. Commenting on the Offer, David Cote, Chairman and Chief Executive Officer ofHoneywell, said: "The First Technology acquisition further positions Honeywell as a global leaderin the high-growth hazardous gas detection industry and builds on our recentacquisition of Zellweger Analytics, another leading gas detection company, bybroadening our product offering with important gas sensing systems andinstruments. The acquisition adds to the momentum we have generated throughoutour ACS business and is consistent with our disciplined, decisive approach toacquisitions. We are pleased with the successful integration of our recentacquisitions, and will take the same rigorous and thoughtful approach tointegrating First Technology into Honeywell." Frederick Westlake, Chairman of First Technology, said: "After careful consideration, the Board has unanimously decided to recommend theOffer to shareholders. The Offer provides Shareholders with the opportunity torealise fair value." This summary should be read in conjunction with the full text of thisannouncement. The Offer will be subject to the applicable requirements of the Code. The OfferDocument and Form of Acceptance will contain the full terms and conditions ofthe Offer and will be despatched to First Technology Shareholders as soon aspracticable. The conditions to and certain further terms of the Offer are set out in AppendixI to the following announcement. Appendix II contains information on sourcesand bases used in this summary and the following announcement. Defined terms inthis summary have the respective meanings given to them in Appendix III to thisannouncement. Enquiries Honeywell Tel: +32 2 728-2588Elma Peters UBS Tel: +44 (0) 20 7567-8000(Financial adviser and broker to Honeywell)Aidan CleggHugo Robinson Citigate Dewe Rogerson Tel: +44 (0) 20 7282-2920(Public relations adviser to Honeywell)Sarah Gestestner First Technology Tel: +44 (0) 20 7930-0777Jeff WoodOliver Burns DrKW Tel: +44 (0) 20 7623-8000(Financial adviser and broker to First Technology)Mark HammondAngus Kerr (Corporate Broking) UBS is acting for Honeywell in connection with the Offer and no one else andwill not be responsible to anyone other than Honeywell for providing theprotections afforded to customers of UBS or for providing advice in relation tothe Offer. DrKW, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for First Technology as financial adviser and broker inconnection with the Offer and no one else and will not be responsible to anyoneother than First Technology for providing the protections afforded to customersof DrKW or for providing advice in relation to the Offer. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities pursuant to the Offer or otherwise. The Offerwill be made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document, which will contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. The laws of the relevant jurisdictions may affect the availability of the Offerto persons who are not resident in the United Kingdom. Persons who are notresident in the United Kingdom or who are subject to laws of any jurisdictionother than the United Kingdom, should inform themselves about, and observe, anyapplicable requirements. Any person (including nominees, trustees andcustodians) who would, or otherwise intends to, forward this announcement, theOffer Document and the Form of Acceptance or any accompanying document to anyjurisdiction outside the United Kingdom should refrain from doing so and seekappropriate professional advice before taking any action. The Offer will not be made, directly or indirectly, in or into or by use of themails or any other means or instrumentality (including, without limitation,telephonic or electronic) of interstate or foreign commerce of, or any facilityof a national, state or other securities exchange of, Australia, Canada, Japanor the United States, and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facility or from within Australia, Canada,Japan or the United States. Accordingly, copies of this announcement and formaldocumentation relating to the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed in or into or fromAustralia, Canada, Japan or the United States and persons receiving thisannouncement (including custodians, nominees and trustees) must not distributeor send it into or from Australia, Canada, Japan or the United States. Doing somay render invalid any related purported acceptance of the Offer. Thesepress-related materials are not an extension of the Offer in the US. In theevent that Honeywell extends the Offer in the US at some future time, it will doso in satisfaction of the procedural and filing requirements of the USsecurities laws at that time, to the extent applicable thereto. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of First Technology, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of First Technology, they will be deemed to be a single person forthe purposes of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of First Technology by Honeywell or First Technology, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Panel. Not for release, publication or distribution in or into Australia, Canada, Japanor the United States or any other jurisdiction where it would be unlawful to doso FOR IMMEDIATE RELEASE December 19, 2005 RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ON BEHALF OF Honeywell FOR First Technology 1. Introduction The boards of Honeywell and First Technology announce that they have agreed theterms of a recommended all cash offer to be made by UBS on behalf of Honeywellfor the entire issued and to be issued share capital of First Technology. 2. The Offer The Offer, which will be on the terms and subject to the conditions set outbelow and in Appendix I, and to be set out in the Offer Document and the Form ofAcceptance, will be made on the following basis: for each First Technology Share 275 pence in cash The Offer values the entire issued ordinary share capital of First Technology atapproximately £207 million. First Technology Shares will be acquired under theOffer with the right to receive any dividend declared made or paid on or afterDecember 19, 2005. The price to be paid in the Offer represents a premium of approximately 35 percent. to the closing middle market price of First Technology Shares of 203 penceon December 9, 2005, the last business day prior to the commencement of theOffer Period and approximately 24 per cent. to the closing middle market priceof First Technology Shares of 2221/2 pence on December 16, 2005, the lastpracticable business day prior to this announcement. Honeywell expects to fund the consideration payable under the Offer fromexisting cash resources and other facilities. 3. Recommendation The directors of First Technology, who have been so advised by DrKW, considerthe terms of the Offer to be fair and reasonable and intend unanimously torecommend that First Technology Shareholders accept the Offer, when made, asthey have irrevocably committed to do in respect of their entire holdings of333,215 First Technology Shares, representing approximately 0.4 per cent. ofFirst Technology's issued share capital. 4. Irrevocable undertakings Honeywell has received irrevocable undertakings to accept the Offer from thefollowing First Technology Shareholders: (a) the directors of First Technology, in respect of 333,215 FirstTechnology Shares, in aggregate, representing approximately 0.4 per cent. of theissued share capital of First Technology; and (b) Aberforth Partners LLP, Artemis Investment Management Limited,Jupiter Asset Management Limited, Morley Fund Management Limited and SterlingInvestment Group Limited in respect of 24,968,920 First Technology Shares, inaggregate, representing approximately 33.1 per cent. of the issued share capitalof First Technology. The irrevocable undertakings provided by Bruce D Atkinson relating to 82,073First Technology Shares, representing approximately 0.109 per cent. of theissued share capital of First Technology, Patrick Burgess relating to 7,500First Technology Shares, representing approximately 0.010 per cent. of theissued share capital of First Technology, Oliver G Burns relating to 5,500 FirstTechnology Shares, representing approximately 0.007 per cent. of the issuedshare capital of First Technology, Michael G Firth relating to 3,550 FirstTechnology Shares, representing approximately 0.005 per cent. of the issuedshare capital of First Technology, Cody Z Slater relating to 15,000 FirstTechnology Shares, representing approximately 0.020 per cent. of the issuedshare capital of First Technology, Dr Frederick J Westlake relating to 15,000First Technology Shares, representing approximately 0.020 per cent. of theissued share capital of First Technology, Ralph R Whitney Jr. relating to121,877 First Technology Shares, representing approximately 0.162 per cent. ofthe issued share capital of First Technology, and Jeff G Wood relating to 82,715First Technology Shares, representing approximately 0.110 per cent. of theissued share capital of First Technology, First Technology will cease to bebinding only if the Offer lapses or is withdrawn and will remain binding if ahigher competing offer is made for First Technology. The irrevocable undertaking provided by Aberforth Partners LLP relating to7,618,101 First Technology Shares, representing approximately 10.1 per cent. ofthe issued share capital of First Technology, will cease to be binding if theOffer Document is not posted within 28 days of this announcement or in the eventof an announcement of a competing offer representing at least a 10 per cent.premium to the value of the Offer. The irrevocable undertaking provided by Morley Fund Management Limited relatingto 7,480,957 First Technology Shares, representing approximately 9.9 per cent.of the issued share capital of First Technology, will cease to be binding if theOffer lapses or is withdrawn, if the Offer Document is not posted within 28 daysof this announcement or in the event of an announcement of a competing offerrepresenting at least a 5 per cent. premium to the value of the Offer. The irrevocable undertaking provided by Sterling Investment Group Limitedrelating to 3,496,708 First Technology Shares, representing approximately 4.6per cent. of the issued share capital of First Technology, will cease to bebinding if the Offer lapses or is withdrawn, if the Offer Document is not postedwithin 30 days of such undertaking or in the event of an announcement of acompeting offer representing at least a 10 per cent. premium to the value of theOffer and which is not at least matched by Honeywell. The irrevocable undertakings provided by Artemis Investment Management Limitedrelating to 3,398,754 First Technology Shares, representing approximately 4.5per cent. of the issued share capital of First Technology, and Jupiter AssetManagement Limited relating to 2,974,400 First Technology shares, representingapproximately 3.9 per cent. of the issued share capital of First Technology,will cease to be binding if the Offer lapses or is withdrawn, if the OfferDocument is not posted within 30 days of the date of such undertakings or in theevent of an announcement of a competing offer representing at least a 10 percent. premium to the value of the Offer and which is not at least matched byHoneywell. In addition, UBS Global Asset (UK) Management has confirmed that it will enterinto an irrevocable undertaking to accept the Offer in respect of the maximumnumber of First Technology Shares over which it has authority to give such anundertaking. The irrevocable undertaking would be in terms that it would ceaseto be binding if the Offer lapses or is withdrawn, if the Offer Document is notposted within 30 days of such undertaking or in the event of an announcement ofa competing offer representing at least a 5 per cent. premium to the value ofthe Offer and which is not at least matched by Honeywell. 5. Information on Honeywell Honeywell International is a diversified technology and manufacturing leaderwith estimated revenues of approximately US$27.6 billion in 2005, servingcustomers worldwide with aerospace products and services; control technologiesfor buildings, homes and industry; automotive products; turbochargers; andspecialty materials. Honeywell is organised into four business segments: aerospace, automation andcontrol solutions (ACS), speciality materials and transportation systems. Honeywell's ACS division, which is expected to generate revenues ofapproximately US$9.4 billion in 2005, is an automation and control companyproviding products and solutions that deliver productivity, comfort, safety andreliability to customers around the world in industry, retail and residentialsettings. The life safety unit within ACS provides commercial fire alarms,advanced smoke detection products and home patient remote tracking. The Sensingand Control unit supplies sensors, switches, machine safeguarding and otherdevices for a variety of Original Equipment Manufacturers applications in theautomotive, aviation, medical, information technology, consumer appliance andindustrial businesses. Honeywell is headquartered in New Jersey, U.S.A. and its shares are traded onthe New York, London, Chicago and Pacific Stock Exchanges. It is one of the 30stocks that make up the Dow Jones Industrial Average and is also a component ofthe Standard & Poor's 500 Index. 6. Information on First Technology First Technology is an international sensing business operating in the fields ofpersonal safety and the environment. The Group's subsidiaries are organisedinto the three main divisions: Gas Sensing, Automotive and Special Products andSafety and Analysis. Gas Sensing - First Technology's Gas Sensing division consists of BWTechnologies, which is a leading provider of portable gas detection instrumentsand also designs and manufactures portable, fixed location and stand-aloneinstruments for the detection and quantification of hazardous gases; and theSensors businesses, which offer a broad range of gas and other sensors that helpto ensure human safety across a wide range of industries. Automotive and Special Products - First Technology's Automotive division designsand manufactures a range of sensors, crash switches and control devicesaddressing safety, security and comfort applications for automotive markets. Safety and Analysis - First Technology's Safety and Analysis division is theleading manufacturer by volume in the automotive crash-test dummies market, andoffers a range of related products including load cells, strain gauge servicesand crash walls. First Technology has operations in the UK, US, Germany, the Dominican Republicand the Far East. First Technology is headquartered in Egham, United Kingdom,and its shares are traded on the London Stock Exchange. 7. Reasons for the Offer Honeywell's ACS division is a leading global supplier of life safety, securityand building automation systems. Honeywell is committed to establishing a significant global presence for its gasdetection business, as evidenced by its acquisition earlier this year ofZellweger Analytics, which expanded its breadth in gas analytics. FirstTechnology's gas sensing and gas detection businesses would each be important,highly complementary additions to Honeywell's ACS Life Safety portfolio and eachrepresents a material strategic and economic rationale for the transaction.Their products, technologies, customers and employees are expected to makeimportant contributions to the future growth of Honeywell's ACS division. Honeywell will evaluate the strategic fit and potential synergies between ACSand First Technology's Automotive and Special Products and Safety and Analysisbusinesses. 8. First Technology Share Option Schemes If the Offer becomes or is declared unconditional in all respects, appropriateproposals will be made in due course to participants in the First TechnologyShare Option Schemes. 9. Management and employees Honeywell has given assurances to the directors of First Technology that, on theOffer becoming or being declared unconditional in all respects, the existingcontractual and statutory employment rights, including pension rights, of allFirst Technology Group employees will be fully observed as required byapplicable law. 10. Inducement fee arrangements First Technology has agreed to pay Honeywell an inducement fee equal to one percent. of the issued and, to the extent permitted under the Code, to be issuedshare capital of First Technology calculated by reference to the Offer price(subject to upward adjustment by reference to such higher amount offered byHoneywell for First Technology), less any amounts payable as an inducement feeunder the terms of an inducement fee letter entered into by First Technologywith a third party in November 2005 (inclusive of any irrecoverable VAT), incertain circumstances. These include, subject to the further terms andconditions set out in the inducement fee letter and the timing of the relevantcircumstance: (a) a sale of a material part of First Technology and its subsidiaries'businesses; (b) the announcement of a third party offer or proposal for FirstTechnology that is recommended and/or at a price or value of 275 pence per shareor higher; and/or (c) the announcement of a third party offer or proposal for FirstTechnology at any price if specified requirements are satisfied concerning theshareholding in First Technology of the third party offeror (and its concertparties) and the level and nature of any irrevocable commitments to accept thethird party offer for shares in First Technology that may have been obtained bythe third party offeror. The inducement fee agreement contains certain other undertakings by FirstTechnology including First Technology's agreement not to solicit or initiate thesubmission of any proposal or offer from any person other than Honeywellrelating to a possible offer for or sale of the shares in First Technology orthe sale of a material part of First Technology and its subsidiaries' businessestaken together. 11. Compulsory acquisition and de-listing If the Offer becomes or is declared unconditional in all respects and Honeywellreceives sufficient acceptances under the Offer, it will be Honeywell'sintention: (a) to exercise its rights pursuant to the provisions of sections 428 to430F of the Companies Act to acquire compulsorily the remaining First TechnologyShares to which the Offer relates; and (b) to procure that First Technology makes applications to the UK ListingAuthority for the cancellation of the listing of First Technology Shares on theOfficial List and to the London Stock Exchange for the cancellation of admissionto trading in First Technology Shares on its market for listed securities. Such cancellation of First Technology's listing and admission to trading willtake effect no earlier than the expiry of 20 business days after (a) Honeywellhas, by virtue of its shareholding (if any) and acceptances under the Offer,acquired or agreed to acquire 75 per cent. of the issued share capital of FirstTechnology or (b) the first date of issue of compulsory acquisition noticesunder section 429 of the Companies Act. De-listing would significantly reducethe liquidity and marketability of any First Technology Shares not assented tothe Offer. 12. Disclosure of interests in First Technology Honeywell has received irrevocable undertakings to accept the Offer in respectof a total of 25,302,135 First Technology Shares, representing approximately33.6 per cent. of the issued share capital of First Technology. Save as set out in this announcement, as at December 16, 2005, the lastpracticable business day prior to this announcement, neither Honeywell nor, sofar as Honeywell is aware, any person acting in concert with Honeywell, had aninterest in or right to subscribe for relevant securities of First Technology orhad any short position in relation to relevant securities of First Technology(whether conditional or absolute and whether in the money or otherwise),including any short position under a derivative, any agreement to sell or anydelivery obligation or right to require another person to purchase or takedelivery of any relevant securities of First Technology. 13. General The Offer will be subject to the applicable requirements of the Code. The OfferDocument and Form of Acceptance will contain the full terms and conditions ofthe Offer and will be despatched to First Technology Shareholders as soon aspracticable. In deciding whether or not to accept the Offer in respect of their FirstTechnology Shares, First Technology Shareholders should rely on the informationcontained, and follow the procedures described, in the Offer Document and theForm of Acceptance. Appendix II contains details of sources and bases for this announcement.Appendix III contains definitions used in this announcement. Enquiries Honeywell Tel: +32 2 728-2588Elma Peters UBS Tel: +44 (0) 20 7567-8000(Financial adviser and broker to Honeywell)Aidan CleggHugo Robinson Citigate Dewe Rogerson Tel: +44 (0) 20 7282-2920(Public relations adviser to Honeywell)Sarah Gestestner First Technology Tel: +44 (0) 20 7930-0777Jeff WoodOliver Burns DrKW Tel: +44 (0) 20 7623-8000(Financial adviser and broker to First Technology)Mark HammondAngus Kerr (Corporate Broking) UBS is acting for Honeywell in connection with the Offer and no one else andwill not be responsible to anyone other than Honeywell for providing theprotections afforded to customers of UBS or for providing advice in relation tothe Offer. DrKW, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for First Technology as financial adviser and broker inconnection with the Offer and no one else and will not be responsible to anyoneother than First Technology for providing the protections afforded to customersof DrKW or for providing advice in relation to the Offer. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities pursuant to the Offer or otherwise. The Offerwill be made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document, which will contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. The laws of the relevant jurisdictions may affect the availability of the Offerto persons who are not resident in the United Kingdom. Persons who are notresident in the United Kingdom or who are subject to laws of any jurisdictionother than the United Kingdom, should inform themselves about, and observe, anyapplicable requirements. Any person (including nominees, trustees andcustodians) who would, or otherwise intends to, forward this announcement, theOffer Document and the Form of Acceptance or any accompanying document to anyjurisdiction outside the United Kingdom should refrain from doing so and seekappropriate professional advice before taking any action. The Offer will not be made, directly or indirectly, in or into or by use of themails or any other means or instrumentality (including, without limitation,telephonic or electronic) of interstate or foreign commerce of, or any facilityof a national, state or other securities exchange of, Australia, Canada, Japanor the United States, and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facility or from within Australia, Canada,Japan or the United States. Accordingly, copies of this announcement and formaldocumentation relating to the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed in or into or fromAustralia, Canada, Japan or the United States and persons receiving thisannouncement (including custodians, nominees and trustees) must not distributeor send it into or from Australia, Canada, Japan or the United States. Doing somay render invalid any related purported acceptance of the Offer. Thesepress-related materials are not an extension of the Offer in the US. In theevent that Honeywell extends the Offer in the US at some future time, it will doso in satisfaction of the procedural and filing requirements of the USsecurities laws at that time, to the extent applicable thereto. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of First Technology, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of First Technology, they will be deemed to be a single person forthe purposes of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of First Technology by Honeywell or First Technology, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Panel. APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER The Offer, which will be made by UBS on behalf of Honeywell, will comply withthe applicable rules of the Code, will be governed by English law and will besubject to the jurisdiction of the courts of England. In addition, the Offerwill be subject to the terms and conditions to be set out in the Offer Documentand Form of Acceptance. 1. Conditions of the Offer The Offer will be conditional upon: (i) valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by not later than 3.00 pm (London time) on the firstclosing date of the Offer (or such later time(s) and/or date(s) as Honeywellmay, subject to the rules of the Code, decide) in respect of not less than 90per cent. (or such lesser percentage as Honeywell may decide) in nominal valueof the First Technology Shares to which the Offer relates, provided that thiscondition shall not be satisfied unless Honeywell and/or any of its wholly-ownedsubsidiaries shall have acquired or agreed (unconditionally or subject only toconditions that will be fulfilled upon the Offer becoming or being declaredunconditional in all respects) to acquire (pursuant to the Offer or otherwise)First Technology Shares carrying in aggregate more than 50 per cent. of thevoting rights then normally exercisable at a general meeting of First Technologyincluding for this purpose (to the extent, if any, required by the Panel) anysuch voting rights attaching to any First Technology Shares that areunconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of anyoutstanding subscription or conversion rights or otherwise. For the purposes ofthis condition: (a) the expression 'First Technology Shares to which the Offer relates'shall be construed in accordance with sections 428 to 430F (inclusive) of theCompanies Act; (b) First Technology Shares that have been unconditionally allotted butnot issued shall be deemed to carry the voting rights that they will carry uponissue; (c) First Technology Shares that cease to be held in treasury are FirstTechnology Shares to which the Offer relates; and (d) valid acceptances shall be treated as having been received in respectof any First Technology Shares that Honeywell or any other member of the WiderHoneywell Group shall, pursuant to section 429(8) and, if applicable, section430E of the Companies Act, be treated as having acquired or contracted toacquire by virtue of acceptances of the Offer; (ii) the New Facility continuing to be available to the Wider FirstTechnology Group on the terms fairly disclosed to Honeywell or its advisers byor on behalf of First Technology in connection with the Offer prior to December19, 2005 and no lender under the New Facility having withheld an extension ofcredit or having terminated its obligations to make credit available thereunderor having demanded the repayment of any sums advanced under the New Facilityprior to the due date for payment thereof; (iii) no Third Party having intervened in any way and there not continuingto be outstanding any statute, regulation or order of any Third Party in eachcase which would or might reasonably be expected (in any case to an extent whichis material in the context of the Wider Honeywell Group or the Wider FirstTechnology Group, as the case may be, in each case, taken as a whole) to: (a) make the Offer or its implementation or the acquisition or proposedacquisition by Honeywell or any other member of the Wider Honeywell Group of anyshares or control of First Technology, or any other member of the Wider FirstTechnology Group, void, unenforceable and/or illegal in any jurisdiction orotherwise directly or indirectly restrain, restrict, prohibit, prevent,materially delay or otherwise interfere with the implementation thereof, orimpose material additional conditions or obligations with respect to the Offeror such acquisition or control, or otherwise challenge, impede or hinder theOffer or its implementation, or require amendment to the terms of the Offer orthe acquisition or proposed acquisition of any First Technology Shares byHoneywell or by any other member of the Wider Honeywell Group or the acquisitionof control of First Technology by Honeywell; (b) require, prevent, or materially delay the divestiture or alter theterms of any proposed divestiture by Honeywell or any other member of the WiderHoneywell Group or by First Technology or any other member of the Wider FirstTechnology Group of all or any part of their respective businesses, assets orproperties or impose any limitation on the ability of any of them to conduct anyof their respective businesses or to own or control any of their respectiveassets or properties or any material part thereof; (c) limit or materially delay the ability of any member of the WiderHoneywell Group or any member of the Wider First Technology Group to acquire orto hold or to exercise effectively, directly or indirectly, all or any rights ofownership in respect of the First Technology Shares or to exercise voting ormanagement control over any member of the Wider Honeywell Group or any member ofthe Wider First Technology Group; (d) except pursuant to Part XIIIA of the Companies Act in connection withthe Offer, require any member of the Wider Honeywell Group or of the Wider FirstTechnology Group to acquire, or to offer to acquire, any shares or othersecurities (or the equivalent) or interest in any member of either group or anyasset owned by any third party; (e) require, prevent or materially delay the divestiture or alter theterms envisaged for any proposed divestiture by any member of the WiderHoneywell Group of any shares or other securities (or the equivalent) in FirstTechnology; (f) limit to a material extent the ability of any member of the WiderHoneywell Group or of the Wider First Technology Group to conduct or integrateor co-ordinate its business, or any part of it, with the businesses or any partof the businesses of any other member of the Wider Honeywell Group or of theWider First Technology Group; (g) result in any member of the Wider First Technology Group ceasing tobe able to carry on business under any name under which it presently does so; or (h) otherwise adversely affect the business, assets, profits, financialor trading position or prospects of any member of the Wider First TechnologyGroup or of the Wider Honeywell Group, and all applicable waiting and other time periods during which any Third Partycould intervene under the laws of any relevant jurisdiction, in respect of theOffer or the acquisition or proposed acquisition of any First Technology Sharesor control of First Technology by Honeywell or any other member of the WiderHoneywell Group, having expired, lapsed or been terminated; (iv) to the extent that Council Regulation (EC) 139/2004 of January 20,2004, on the control of concentrations between undertakings ("ECMR") may beapplied, the Offer is conditional on the European Commission indicating, interms reasonably satisfactory to Honeywell, that in connection with the proposedacquisition of control of the First Technology Group by Honeywell, or any matterarising therefrom, it does not intend to initiate proceedings under Article 6(1)(c) of the ECMR; (v) to the extent that the Enterprise Act 2002 may be applied, the Offeris conditional on the Office of Fair Trading, or the appropriate Minister inthe United Kingdom, indicating, in terms reasonably satisfactory to Honeywell,that the proposed acquisition of First Technology by Honeywell or any matterarising therefrom (including, but not limited to, any public interestconsideration) or related thereto will not be referred to the CompetitionCommission and the deadline for appealing such a decision to the CompetitionAppeals Tribunal having expired; (vi) all necessary notifications, filings and applications having beenmade, all regulatory and statutory obligations in any relevant jurisdictionhaving been complied with, all appropriate waiting and other time periods(including any extensions of such waiting and other time periods) under anyapplicable legislation or regulations of any relevant jurisdiction including butnot limited to the United States Hart-Scott-Rodino Antitrust Improvements Act of1976 having expired, lapsed or been terminated in each case in respect of theOffer or the acquisition or proposed acquisition of any First Technology Sharesor control of First Technology or any other member of the Wider First TechnologyGroup by any member of the Wider Honeywell Group or the carrying on by anymember of the Wider First Technology Group of its business, except where thefailure to make any such notification or filing, or comply with any suchobligation, or the fact that any such period has not expired, lapsed or beenterminated, individually or in the aggregate, is not likely to have a materiallyadverse effect on the Wider Honeywell Group or the Wider First Technology Group,as the case may be, in each case, taken as a whole; (vii) all authorisations and determinations necessary or appropriate in anyrelevant jurisdiction for or in respect of the Offer or the acquisition orproposed acquisition of any First Technology Shares or control of FirstTechnology or any other member of the Wider First Technology Group by any memberof the Wider Honeywell Group or in relation to the continuation of the businessof any member of the Wider First Technology Group having been obtained, in termsand in a form satisfactory to Honeywell, from all relevant Third Parties or(without prejudice to the generality of the foregoing) from any persons orbodies with whom any member of the Wider First Technology Group has enteredinto contractual arrangements that are material in the context of the WiderFirst Technology Group taken as a whole and such authorisations anddeterminations, together with all authorisations and determinations necessary orappropriate for any member of the Wider First Technology Group to carry on itsbusiness, remaining in full force and effect and there being no notice orintimation of any intention to revoke or not renew or suspend, restrict ormodify any of the same in any such case in so far as is material in the contextof the Wider Honeywell Group or Wider First Technology Group, as the case maybe, in each case, taken as a whole; (viii) except as publicly announced by First Technology, or as fairlydisclosed to Honeywell or its advisers by or on behalf of First Technology inconnection with the Offer prior to December 19, 2005, there being no provisionof any agreement, arrangement, licence or other instrument to which any memberof the Wider First Technology Group is a party, or by or to which any suchmember or any of its assets is or are or may be bound, entitled or subject orany event or circumstance, which, in each case as a consequence of the Offer orthe acquisition or proposed acquisition of any First Technology Shares orcontrol of First Technology or any other member of the Wider First TechnologyGroup by any member of the Wider Honeywell Group or otherwise, could or mightreasonably be expected to result in, (in any case to an extent that is or wouldbe material in the context of the Wider First Technology Group taken as awhole): (a) any monies borrowed by, or any other indebtedness or liabilities(actual or contingent) of, or any grant available to, any such member being orbecoming repayable or capable of being declared repayable immediately or priorto its stated maturity, or the ability of any such member to borrow moneys orincur any indebtedness being withdrawn or inhibited or becoming capable of beingwithdrawn; (b) any such agreement, arrangement, licence or other instrument, or therights, liabilities, obligations or interests or business of any member of theWider First Technology Group thereunder, or the interests or business of anysuch member in or with any other person, firm, company or body (or anyarrangement or arrangements relating to any such interests or business) being,or becoming capable of being, terminated or adversely modified or affected orany onerous obligation or liability arising or any adverse action being taken orarising thereunder; (c) any member of the Wider First Technology Group ceasing to be able tocarry on its business under any name under which it presently does so; (d) any asset or interest of or used by any member of the Wider FirstTechnology Group being or falling to be disposed of or changed or ceasing to beavailable to any member of the Wider First Technology Group or any right arisingunder which any such asset or interest could be required to be disposed of orcould cease to be available to any member of the Wider First Technology Group,in each case otherwise than in the ordinary course of business; (e) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any material part of the business, property or assetsof any such member of the Wider First Technology Group or any such mortgage,charge or other security interest (whenever created, arising or having arisen)becoming enforceable; (f) the creation of any liability (actual or contingent) by any member ofthe Wider First Technology Group otherwise than in the ordinary course ofbusiness; or (g) the value of or the financial or trading position or prospects of anymember of the Wider First Technology Group being prejudiced or adverselyaffected; (ix) since April 30, 2005, save as publicly announced, or as fairlydisclosed to Honeywell or its advisers by or on behalf of First Technology inconnection with the Offer prior to December 19, 2005, no member of the WiderFirst Technology Group having: (a) (save as between First Technology and, on a pre-emptive basis, anymember of the Wider First Technology Group or upon the exercise of rights tosubscribe for First Technology Shares pursuant to the exercise of optionsgranted under any of the First Technology Share Option Schemes on or prior toApril 30, 2005 or details of which have been fairly disclosed in writing toHoneywell or its advisers by or on behalf of First Technology in connection withthe Offer prior to December 19, 2005, "disclosed options") issued or agreed toissue or authorised or proposed the issue of additional shares of any class, orof securities convertible into or exchangeable for, or rights, warrants oroptions to subscribe for or acquire, any such shares or convertible securitiesor transferred or sold any shares out of treasury (save for the transfer ofshares out of treasury on the exercise of disclosed options) or redeemed,purchased or repaid any of its own shares or other securities or reduced or madeany other change to any part of its share capital; (b) recommended, declared, paid or made or proposed to recommend,declare, pay or make any bonus, dividend or other distribution whether payablein cash or otherwise (other than to First Technology or a wholly-ownedsubsidiary of First Technology); (c) save for transactions between members of the First Technology Group,acquired or disposed of or transferred, mortgaged or charged or created anysecurity interest over (in each case other than in the ordinary course ofbusiness) any assets or any rights, title or interest in any asset (includingshares and trade investments), which, in each case, is material in the contextof the Wider First Technology Group taken as a whole, or merged with or demergedany body corporate or authorised or proposed or announced any intention topropose any such merger, demerger, acquisition, disposal, transfer, mortgage,charge or security interest (other than in the ordinary course of business); (d) made or authorised or proposed or announced an intention to proposeany change in its loan capital or issued, authorised or proposed the issue ofany debentures; (e) (save in the ordinary course of business or for transactions betweenmembers of the First Technology Group) incurred or increased or become subjectto any indebtedness or liability (actual or contingent) which is material in thecontext of the Wider First Technology Group taken as a whole; (f) entered into or varied or authorised the entry into or variation ofany agreement, transaction, arrangement or commitment (whether in respect ofcapital expenditure or otherwise) which: (i) is of a long-term, onerous or unusual nature or magnitude or whichinvolves or could involve an obligation of such a nature or magnitude; or (ii) could restrict the business of any member of the Wider FirstTechnology Group, and in any case which is material in the context of the Wider First TechnologyGroup taken as a whole; (g) entered into or varied in any material respect the terms of anycontract, agreement or arrangement with any of the directors of First Technologyor any other director or senior executive of any member of the Wider FirstTechnology Group; (h) waived or compromised any claim other than in the ordinary course ofbusiness in any case in a manner or on terms that are material in the context ofthe Wider First Technology Group taken as a whole; (i) taken any corporate action or had any legal proceedings institutedor threatened against it or petition presented or order (in each case which isnot discharged within 21 days) made, in each case in relation to the suspensionof payments, moratorium of any indebtedness, its winding-up (voluntary orotherwise), dissolution or reorganisation or for the appointment of a receiver,administrator, administrative receiver, trustee or similar officer of all or anymaterial part of its assets or revenues or any analogous proceedings in anyjurisdiction or appointed any analogous person in any jurisdiction or had anysuch person appointed; (j) been unable, or admitted in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of its business; (k) proposed, agreed to provide or modified the terms of any share optionscheme, incentive scheme, or other benefit relating to the employment ortermination of employment of any employee of the Wider First Technology Group; (l) made or agreed or consented to any significant change to the termsof the trust deeds constituting the pension schemes established for itsdirectors, employees or their dependants or the benefits which accrue, or to thepensions which are payable, thereunder, or to the basis on which qualificationfor, or accrual or entitlement to, such benefits or pensions are calculated ordetermined or to the basis on which the liabilities (including pensions) of suchpension schemes are funded or made, or agreed or consented to any change to thetrustees involving the appointment of a trust corporation; (m) implemented, effected or authorised, proposed or announced itsintention to implement any composition, assignment, reconstruction,amalgamation, commitment, scheme or other transaction or arrangement (other thanthe Offer); (n) made any alteration to the memorandum or articles of association ofFirst Technology or any material alteration to the memorandum or articles ofassociation of any of First Technology's subsidiaries; or (o) entered into any contract, commitment, agreement or arrangement orpassed any resolution with respect to, or announced an intention to, or topropose to effect, any of the transactions, matters or events referred to inthis condition (ix); (x) since April 30, 2005, and save as publicly announced, or as fairlydisclosed to Honeywell or its advisers by or on behalf of First Technology inconnection with the Offer prior to December 19, 2005: (a) no adverse change or deterioration having occurred in the business,assets, financial or trading position or profits or prospects of FirstTechnology or any other member of the Wider First Technology Group that ismaterial in the context of the Wider First Technology Group taken as a whole; (b) no litigation or arbitration proceedings, prosecution or other legalproceedings having been instituted, announced, implemented or threatened inwriting by or against or remaining outstanding against or in respect of anymember of the Wider First Technology Group or to which any member of the WiderFirst Technology Group is or may become a party (whether as plaintiff, defendantor otherwise) the effect of which is adverse to any member of the Wider FirstTechnology Group to an extent that in any case is material in the context of theWider First Technology Group taken as a whole; (c) (other than as a result of the Offer) no enquiry or investigation by,or complaint or reference to, any Third Party having been threatened in writing,announced, implemented or instituted by or against or remaining outstandingagainst or in respect of any member of the Wider First Technology Group which inany such case is adverse to the interests of any member of the Wider FirstTechnology Group and is material in the context of the Wider First TechnologyGroup taken as a whole; and (d) no contingent or other liability of any member of the Wider FirstTechnology Group having arisen or become apparent or increased which in any caseis material in the context of the Wider First Technology Group taken as a whole; (xi) save as fairly disclosed to Honeywell or its advisers by or on behalfof First Technology in connection with the Offer prior to December 19, 2005Honeywell not having discovered since December 18, 2005: (a) that any financial, business or other information concerning FirstTechnology or the Wider First Technology Group that has been disclosed at anytime by or on behalf of any member of the Wider First Technology Group whetherpublicly, or to any member of the Wider Honeywell Group prior to December 19,2005, is misleading, contains any misrepresentation of fact or omits to state afact necessary to make the information contained therein not misleading andwhich was not subsequently corrected before December 19, 2005 by disclosureeither publicly or otherwise to Honeywell, to an extent which in any such caseis material and adverse in the context of the Wider First Technology Group takenas a whole and the acquisition of First Technology by Honeywell; or (b) that any member of the Wider First Technology Group is subject to anyliability (actual or contingent) that has not been disclosed to any member ofthe Wider Honeywell Group or publicly announced prior to December 19, 2005, andwhich in any case is material in the context of the Wider First Technology Grouptaken as a whole; (c) any information which affects the import of any information disclosedin writing at any time prior to December 19, 2005 by or on behalf of any memberof the Wider First Technology Group whether publicly or to Honeywell to anextent which is material and adverse in the context of the Wider FirstTechnology Group taken as a whole and the acquisition of First Technology byHoneywell; (xii) save as publicly announced or as fairly disclosed to Honeywell or itsadvisers by or on behalf of First Technology in connection with the Offer priorto December 19, 2005, Honeywell not having discovered since December 18, 2005that: (a) any past or present member of the Wider First Technology Group hasnot complied with all applicable legislation or regulations of any jurisdictionor authorisations with regard to the use, treatment, handling, storage,transport, release, disposal, discharge, carriage, spillage, leakage or emissionof any waste or hazardous substance or any substance likely to impair theenvironment or harm human health, or otherwise relating to environmental mattersor the health and safety of any person, or that there has otherwise been anysuch use, treatment, handling, storage, transport, release, disposal, discharge,carriage, spillage, leakage or emission (whether or not this constituted anon-compliance by any person with any legislation or regulations and whereverthe same may have taken place) which, in any case, would be likely to give riseto any liability (whether actual or contingent) or cost on the part of anymember of the Wider First Technology Group which in any case is material in thecontext of the Wider First Technology Group taken as a whole; or (b) there is, or is likely to be, any liability (whether actual orcontingent) to make good, repair, reinstate or clean up any property now orpreviously owned, occupied or made use of by or on behalf of any past or presentmember of the Wider First Technology Group, or in which any such member may nowor previously have had or be deemed to have or have had an interest, or anyother property or any controlled waters under any environmental legislation,regulation, notice, circular or order or other lawful requirement of anyrelevant authority or Third Party or otherwise which in any case is material inthe context of the Wider First Technology Group taken as a whole; or (c) that circumstances exist whereby a person or class of persons wouldbe likely to have a claim in respect of any product or process of manufacture ormaterials used therein now or previously manufactured, sold or carried out byany past or present member of the Wider First Technology Group which is or wouldbe material in the context of the Wider First Technology Group taken as a whole. For the purposes of these conditions: (a) 'Third Party' means any government, government department orgovernmental, quasi-governmental, supranational, statutory, regulatory orinvestigative body, authority (including any national anti-trust or mergercontrol authority), court, trade agency, association, institution orprofessional or environmental body or any other person or body whatsoever in anyrelevant jurisdiction; (b) a Third Party shall be regarded as having 'intervened' if it hasdecided to take, institute, implement, or threaten any action, proceeding, suit,investigation or enquiry or reference, or made, enacted or proposed any statute,regulation, decision, order or change to published practice, or taken anymeasures or other steps or required any action to be taken or information to beprovided or otherwise having done anything and 'intervene' shall be construedaccordingly; (c) 'authorisations' means authorisations, orders, grants, recognitions,confirmations, consents, licences, clearances, permissions, exemptions andapprovals; (d) 'publicly announced' means fairly disclosed in the annual report andaccounts of First Technology for the year ended April 30, 2005 or otherwiseannounced on or before December 18, 2005 by First Technology by the delivery ofan announcement to a Regulatory Information Service; (e) 'the New Facility' means the credit facility arranged for FirstTechnology by HSBC Bank plc and The Royal Bank of Scotland plc announced byFirst Technology on December 12, 2005; and (f) 'the Wider First Technology Group' means First Technology and itssubsidiary undertakings, associated undertakings and any other undertaking inwhich First Technology and such undertakings (aggregating their interests) havea substantial interest and 'the Wider Honeywell Group' means Honeywell and itssubsidiary undertakings, associated undertakings and any other undertaking inwhich Honeywell and such undertakings (aggregating their interests) have asubstantial interest. Subject to the requirements of the Panel, Honeywell reserves the right to waiveall or any of the above conditions, in whole or in part, except condition (i).The Offer will lapse if it does not become or is not declared unconditional asto acceptances. Further, the Offer will lapse unless conditions (ii) to (xii)have been fulfilled or (if capable of waiver) waived, or, where appropriate,have been determined by Honeywell to be or remain satisfied, by midnight on theday which is 21 days after the date on which the Offer becomes or is declaredunconditional as to acceptances, or such later date as Honeywell may, with theconsent of the Panel, decide, provided that Honeywell shall be under noobligation to waive or treat as fulfilled any of conditions (ii) to (xii)inclusive by a date earlier than the latest date specified above for thefulfilment thereof notwithstanding that any such condition or the otherconditions of the Offer may at such earlier date have been fulfilled and thatthere are at such earlier date no circumstances indicating that any of suchconditions may not be capable of fulfilment. The Offer will lapse (unless otherwise agreed by the Panel) if a reference ismade to the Competition Commission or the European Commission either initiatesproceedings under Article 6(1)(c) of Council Regulation (EC) No 139/2004, asamended, or makes a referral to a competent national authority under Article 9(1) thereof and, having done so, the UK Competition Commission initiates anin-depth investigation in relation to the acquisition of First Technology, inany such case before the later of 3.00 pm (London time) on the first closingdate of the Offer and the date on which the Offer becomes or is declaredunconditional as to acceptances. If the Offer lapses it will cease to be capable of further acceptance andHoneywell and accepting First Technology Shareholders shall thereupon cease tobe bound by Forms of Acceptance submitted at or before the time when the Offerso lapses. If Honeywell is required by the Panel to make an offer for First TechnologyShares under the provisions of Rule 9 of the Code, Honeywell may make suchalterations to the terms and conditions of the Offer as are necessary to complywith the provisions of that Rule. 2. Certain further terms of the Offer The First Technology Shares which are subject to the Offer will be acquired byHoneywell fully paid, with full title guarantee and free from all liens,charges, equitable interests, encumbrances, rights of pre-emption and otherthird party rights or interests of any nature whatsoever and together with allrights now or hereafter attached thereto including, without limitation, theright to receive and retain any dividend and other distribution, announced,declared, made or paid on or after the date of this announcement. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. APPENDIX II SOURCES AND BASES In this announcement: (i) Unless otherwise stated, financial information concerning FirstTechnology has been extracted from the Annual Report and Accounts of FirstTechnology for the year ended April 30, 2005. (ii) Unless otherwise stated, financial information concerning Honeywellhas been extracted from the form of 10-K Honeywell for the year ended December31, 2004. (iii) The value of the issued share capital of First Technology is basedupon 75,395,762 First Technology Shares and excludes First Technology Shareswhich could fall to be issued on exercise in full of options granted under theFirst Technology Share Option Schemes. (iv) The closing market price of a First Technology Share is the middlemarket price extracted from the Daily Official List for the relevant day. (v) First Technology announced on December 13, 2005 that, for thepurposes of Rule 2.10 of the Code, as at the close of business on December 12,2005 there were 75,395,762 First Technology Shares in issue, the ISIN number forwhich is GB0003391355. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the contextotherwise requires: "Australia" the Commonwealth of Australia and its dependent territories "business day" a day, not being a Saturday or a Sunday, on which banks in London and New York are typically open for business "Code" the City Code on Takeovers and Mergers "Companies Act" the Companies Act 1985, as amended "Daily Official List" the Daily Official List of the London Stock Exchange "DrKW" Dresdner Kleinwort Wasserstein"First Technology" First Technology plc "First Technology Group" First Technology and its subsidiary undertakings and, where the context permits, each of them "First Technology Share Option the First Technology 1994 Executive Share Option Scheme, FirstSchemes" Technology 2001 Executive Share Option Scheme, First Technology 1999 US Stock Option Plan, First Technology 2004 Savings Related Share Option Scheme, First Technology 1998 Long Term Incentive Plan, First Technology 1994 Savings Related Share Option Scheme"First Technology Shareholders" holders of First Technology Shares "First Technology Shares" the existing unconditionally allotted or issued ordinary shares of 10 pence each in the capital of First Technology (other than any such shares that may be Treasury Shares while held by First Technology) and any further such shares which are unconditionally allotted or issued (including pursuant to the exercise of outstanding options granted under the First Technology Share Option Schemes) at or prior to the time at which the Offer closes for acceptance (or, subject to the provisions of the Code, such earlier time and/or date, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer, as Honeywell may decide) "Form of Acceptance" the form of acceptance and authority for use by First Technology Shareholders in connection with the Offer "Honeywell" Honeywell International or, as the context requires, a wholly owned subsidiary of Honeywell International incorporated with limited liability under the laws of England and designated by Honeywell International to make the Offer "Honeywell Group" Honeywell International and its subsidiaries "Honeywell International" Honeywell International Inc., a Delaware corporation "Japan" Japan, its cities, prefectures, territories and possessions; "London Stock Exchange" London Stock Exchange plc "Offer" the recommended cash offer to be made by UBS on behalf of Honeywell for all of the First Technology Shares on the terms and subject to the conditions to be set out in the Offer Document and in the Form of Acceptance including, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder "Offer Document" the document to be dispatched on behalf of Honeywell containing the terms and conditions of the Offer "Offer Period" the period which commenced on December 12, 2005, the date First Technology issued an announcement confirming that it was in discussions which may or may not lead to an offer being made for the entire issued share capital of First Technology, and ending on the first closing date of the Offer or, if later, the date the Offer becomes or is declared unconditional as to acceptances or lapses"overseas shareholders" First Technology Shareholders residing in, or subject to, any jurisdiction outside the UK "Panel" The Panel on Takeovers and Mergers "Regulatory Information Service" shall have the meaning given in Appendix 1.1 to the Listing Rules of the UK Listing Authority "subsidiary" shall be construed in accordance with the Companies Act "subsidiary undertaking", shall have the meanings given by the Companies Act (but"associated undertaking" and for these purposes ignoring paragraph 20(1)(b) of"undertaking" Schedule 4A to the Companies Act) "substantial interest" shall mean a direct or indirect interest in 20 per cent or more of the equity capital of an undertaking "Treasury Shares" any First Technology Shares which are for the time being held by First Technology as treasury shares (within the meaning of Section 162A of the Companies Act) "UBS or UBS Investment Bank" UBS Limited "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for listing under Part VI of the Financial Services and Markets Act 2000 "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "US" or "United States" the United States of America, its possessions and territories, all areas subject to its jurisdiction or any subdivision thereof, any State of the United States and the District of Columbia This information is provided by RNS The company news service from the London Stock Exchange