HON.L Regulatory News (HON)

16 Jan 2006 07:01

Honeywell International Inc16 January 2006 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States January 16, 2006 HONEYWELL INTERNATIONAL INC. POSTING OF OFFER DOCUMENTATION TO FIRST TECHNOLOGY SHAREHOLDERS Recommended all-cash offer by UBS Investment Bank on behalf of Honeywell Acquisitions II Limited (a wholly-owned subsidiary of Honeywell International Inc.) Further to the announcement on December 19, 2005 of the intention to make theOffer, Honeywell Acquisitions II Limited is pleased to announce that the offerdocument dated January 16, 2006 ("Offer Document") containing the full terms andconditions of the Offer, being made on its behalf by UBS, was posted to FirstTechnology Shareholders today, together with the Form of Acceptance. To accept the Offer in respect of First Technology Shares, the Form ofAcceptance should be completed, signed and returned or an electronic acceptancemade, in accordance with the instructions set out in the Offer Document and theForm of Acceptance, so as to be received or settle as soon as possible and, inany event, by no later than 3.00 p.m. (London time) on February 6, 2006. Copies of the Offer Document can be viewed (otherwise than by persons in or fromAustralia, Canada, Japan and the United States) at the following website: http://clients.ctn.co.uk/honeywell/. Copies of the Offer Document may be obtained from Sarah Gestetner at Citigate Dewe Rogerson at the following address: 3 London Wall Buildings, London Wall, London EC2M 5SY, tel: +44 (0) 20 7282-2920. Terms defined in the Offer Document have the same meanings in this announcement. Enquiries UBS Investment Bank 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 Gestetner 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 Offeris being made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document which contains the full terms and conditions ofthe Offer including details of how the Offer may be accepted. The OfferDocument and Form of Acceptance are being made available to those FirstTechnology Shareholders who are able to receive them, as a result of the laws ofthe jurisdictions in which they are resident. First Technology Shareholdersshould read the Offer Document and Form of Acceptance (if they are able toreceive them) as they contain important information. The Offer is not being 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 formal documentationrelating to Offer are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed in or into or from Australia, Canada, Japanor the United States and persons receiving this announcement (includingcustodians, nominees and trustees) must not distribute or send them into or fromAustralia, Canada, Japan or the United States. Doing so may render invalid anyrelated purported acceptance of the Offer. In the event that HoneywellAcquisitions II extends the Offer in the US at some future time, it will do soin satisfaction of the procedural and filing requirements of the US securitieslaws at that time, to the extent applicable thereto. UBS Limited ("UBS" or "UBS Investment Bank") is acting for Honeywell andHoneywell Acquisitions II in connection with the Offer and no one else and willnot be responsible to anyone other than Honeywell or Honeywell Acquisitions IIfor providing the protections afforded to customers of UBS or for providingadvice in relation to the Offer. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. This information is provided by RNS The company news service from the London Stock Exchange