HON.L Regulatory News (HON)

30 Jan 2006 07:00

Honeywell International Inc30 January 2006 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States January 30, 2006 HONEYWELL INTERNATIONAL INC. INCREASED OFFER EXTENSION AND POSTING OF INCREASED OFFER DOCUMENTATION TO FIRST TECHNOLOGY SHAREHOLDERS Extension of Increased Offer Further to the announcement made on January 24, 2006 of the revision of theterms of Honeywell's cash offer for First Technology (the "Offer") made by UBSon behalf of Honeywell Acquisitions II pursuant to an offer document datedJanuary 16, 2006 (the "Offer Document") to 385 pence in cash per FirstTechnology Share (the "Increased Offer"), UBS announces that the Offer (as soincreased) is being extended to and shall remain open for acceptance untilFebruary 27, 2006, subject to the terms and conditions set out in the OfferDocument and set out or referred to in the increased offer document datedJanuary 27, 2006 (the "Increased Offer Document"). Posting of Increased Offer Document The Increased Offer Document was posted to First Technology Shareholders (otherthan Overseas Shareholders) on January 27, 2006, together with the Form ofAcceptance. Save where the context otherwise requires, terms defined orreferred to in the Increased Offer Document have the same meanings in thisannouncement. To accept the Increased 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 or referred to in theIncreased Offer Document and the Form of Acceptance, so as to be received orsettle as soon as possible and, in any event, by no later than 3.00 p.m. (Londontime) on February 27, 2006. Under the terms of the Original Offer, acceptances of the Original Offer aredeemed to be acceptances of the Increased Offer. Accordingly, First TechnologyShareholders who have validly accepted and not validly withdrawn theiracceptances of the Original Offer will be entitled to receive the considerationpayable under the Increased Offer in the event that the Increased Offer becomeswholly unconditional and need therefore take no further action. Copies of the Increased Offer Document and the Original Offer Document can beviewed (otherwise than by persons in or from Australia, Canada, Japan and theUnited States) at the following website: http://clients.ctn.co.uk/honeywell/.Copies of the Increased Offer Document and the Original Offer Document may beobtained from Sarah Gestetner at Citigate Dewe Rogerson at the followingaddress: 3 London Wall Buildings, London Wall, London EC2M 5SY, tel: +44 (0) 207282-2920. Acceptance levels, interests in First Technology Shares and irrevocableundertakings to accept the Increased Offer Aggregating holdings acquired through market purchases of and the exercise ofoptions to acquire First Technology Shares, First Technology Shares subject tothe irrevocable undertakings to accept the Increased Offer, unexercised optionsto acquire First Technology Shares that are not subject to the irrevocableundertakings to accept the Increased Offer and acceptances of the IncreasedOffer received as at 3.00 p.m. (London time) on January 27, 2006 as referred tobelow, Honeywell Acquisitions II has acquired or contracted to acquire a totalof 26,762,727 First Technology Shares representing in aggregate approximately35.5 per cent. of First Technology's existing issued share capital. As at 3.00 p.m. (London time) on January 27, 2006, Honeywell Acquisitions II hadreceived valid acceptances of the Increased Offer in respect of a total of4,674,845 First Technology Shares representing approximately 6.2 per cent. ofFirst Technology's existing issued share capital. The level of acceptances of the Increased Offer referred to above includesacceptances received pursuant to irrevocable undertakings to accept theIncreased Offer from the holders of a total of 3,584,923 First Technology Sharesrepresenting in aggregate approximately 4.8 per cent. of First Technology'sexisting issued share capital. The acceptances of the Increased Offer referredto above may be counted towards the acceptance condition to which the IncreasedOffer is subject. None of the acceptances of the Increased Offer referred toabove were received from persons acting in concert with Honeywell. Following market purchases made on January 16, 2006, the announcement of thegrant of call options on January 24, 2006 and the partial exercise of suchoptions on January 25, 2006, Honeywell Acquisitions II holds: • 7,477,121 First Technology Shares representingapproximately 9.9 per cent. of First Technology's existing issued share capital;and • options to acquire 6,482,452 First Technology Sharesrepresenting approximately 8.6 per cent. of First Technology's existing issuedshare capital, representing, in aggregate, 13,959,573 First Technology Shares representingapproximately 18.5 per cent. of First Technology's existing issued sharecapital. 6,382,452 First Technology Shares that are the subject of the optionsreferred to above are also the subject of irrevocable undertakings referred tobelow from First Technology Shareholders to accept the Increased Offer, suchnumber of options representing approximately 8.5 per cent. of First Technology'sexisting issued share capital. Following the exercise of options on January 25, 2006 as referred to above,Honeywell Acquisitions II now has irrevocable undertakings (as adjusted for theexercise of options over those First Technology Shares which are also subject toirrevocable undertakings) to accept the Increased Offer from the holders of atotal of 18,095,684 First Technology Shares representing approximately 24.0 percent. of First Technology's existing issued share capital. Save as referred to in this announcement, the Increased Offer Document or theOriginal Offer Document, neither Honeywell Acquisitions II nor any person actingin concert with Honeywell Acquisitions II, had an interest in or a right tosubscribe for relevant securities of First Technology or had any short position(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 and neither HoneywellAcquisitions II nor any person acting in concert with Honeywell Acquisitions IIhad borrowed or lent relevant securities of First Technology, save for anyborrowed First Technology Shares which have been either on-lent or sold. 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 Increased Offer or otherwise.The Increased Offer is being made solely by the Increased Offer Document, theOriginal Offer Document and the Form of Acceptance accompanying the IncreasedOffer Document which contains or refers to the full terms and conditions of theIncreased Offer including details of how the Increased Offer may be accepted.The Increased Offer Document, the Original Offer Document and Form of Acceptanceare being made available to those First Technology Shareholders who are able toreceive them, as a result of the laws of the jurisdictions in which they areresident. First Technology Shareholders should read the Increased OfferDocument, the Original Offer Document and Form of Acceptance (if they are ableto receive them) as they contain important information. The Increased Offer is not being made, directly or indirectly, in or into or byuse of the mails or any other means or instrumentality (including, withoutlimitation, telephonic or electronic) of interstate or foreign commerce of, orany facility of a national, state or other securities exchange of, Australia,Canada, Japan or the United States, and the Increased Offer will not be capableof acceptance by any such use, means, instrumentality or facility or from withinAustralia, Canada, Japan or the United States. Accordingly, copies of formaldocumentation relating to the Increased Offer are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed in or into orfrom Australia, Canada, Japan or the United States and persons receiving thisannouncement (including custodians, nominees and trustees) must not distributeor send them into or from Australia, Canada, Japan or the United States. Doingso may render invalid any related purported acceptance of the Increased Offer.In the event that Honeywell Acquisitions II extends the Increased Offer in theUS at some future time, it will do so in satisfaction of the procedural andfiling requirements of the US securities laws at that time, to the extentapplicable thereto. UBS Limited ("UBS" or "UBS Investment Bank") is acting for Honeywell andHoneywell Acquisitions II in connection with the Increased Offer and no one elseand will not be responsible to anyone other than Honeywell or HoneywellAcquisitions II for providing the protections afforded to customers of UBS orfor providing advice in relation to the Increased 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