HON.L Regulatory News (HON)

24 Mar 2006 07:01

Honeywell International Inc24 March 2006 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States March 24, 2006 HONEYWELL INTERNATIONAL INC. OFFER UNCONDITIONAL IN ALL RESPECTS Recommended cash offers by UBS Investment Bank on behalf of Honeywell Acquisitions II Limited (a wholly-owned subsidiary of Honeywell InternationalInc.) for First Technology plc (the "Offer") pursuant to an offer document dated January 16, 2006 (the "Offer Document") as revised by the increased offer document dated January 27, 2006 (the "Increased Offer Document"). 1. Offer declared unconditional in all respects UBS, on behalf of Honeywell Acquisitions II, announces that the Offer is herebydeclared unconditional in all respects. The Offer will remain open foracceptance until further notice. As at 3.00 p.m. (London time) on March 23, 2006, aggregating holdings acquiredthrough market purchases of and the exercise of options to acquire FirstTechnology Shares and acceptances of the Offer referred to below, HoneywellAcquisitions II has acquired or contracted to acquire a total of 70,202,370First Technology Shares representing in aggregate approximately 93.1 per cent ofFirst Technology's existing issued share capital. The consideration due to accepting First Technology Shareholders is expected tobe despatched either on or before April 7, 2005 in respect of acceptancescomplete in all respects and received not later than 1 p.m. (London time) onMarch 24, 2006 or within 14 days of the date of receipt of further acceptanceswhich are valid and complete in all respects. First Technology Shareholders are encouraged to continue to accept the Offer inaccordance with the unanimous recommendation of the First Technology board ofdirectors and to make their acceptances as soon as possible. 2. Acceptance levels, interests in First Technology Shares and irrevocableundertakings to accept the Increased Offer As at 3.00 p.m. (London time) on March 23, 2006, Honeywell Acquisitions II hadreceived valid acceptances of the Offer (which had not, where permitted, beenwithdrawn) in respect of a total of 62,725,249 First Technology Sharesrepresenting approximately 83.2 per cent. of First Technology's existing issuedshare capital. The level of acceptances of the Offer referred to above includes acceptancesreceived pursuant to irrevocable undertakings to accept the Offer from theholders of a total of 18,095,684 First Technology Shares representing inaggregate approximately 24.0 per cent. of First Technology's existing issuedshare capital. No irrevocable undertakings remain outstanding. The sharesacquired and acceptances of the Offer referred to above may be counted towardsthe acceptance condition of the Offer. None of the acceptances of the Offerreferred to above 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 immediately prior to thisannouncement held: • 7,477,121 First Technology Shares representing approximately 9.9 per cent. of First Technology's existing issued share capital. • unexercised options to acquire 6,482,452 First Technology Shares representing approximately 8.6 per cent. of First Technology's existing issued share capital which are now the subject of acceptances of the Offer and have been acquired pursuant to the Offer, representing, in aggregate, 13,959,573 First Technology Shares beingapproximately 18.5 per cent. of First Technology's existing issued sharecapital. 6,382,452 First Technology Shares that were the subject of the optionsreferred to above were also the subject of irrevocable undertakings from FirstTechnology Shareholders to accept the Offer, such number of options representingapproximately 8.5 per cent. 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, has an interest in or a right tosubscribe for relevant securities of First Technology or has 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 IIhas borrowed or lent relevant securities of First Technology, save for anyborrowed First Technology Shares which have been either on-lent or sold. 3. De-listing of First Technology Shares Notice is hereby given that Honeywell Acquisitions II will cause FirstTechnology to apply to the UK Listing Authority and the London Stock Exchangeimmediately for the cancellation of the listing and admission to trading ofFirst Technology Shares. It is anticipated that the cancellation of listing andtrading will take effect no earlier than 20 business days after the date of thisannouncement. Accordingly, it is expected that such cancellation will takeeffect on April 25, 2006 or as soon as practicable thereafter. 4. Commencement of compulsory acquisition procedures Honeywell Acquisitions II has acquired or received acceptances under the Offerin respect of 90 per cent. or more of the First Technology Shares to which theOffer relates for the purposes of sections 428 to 430F of the Companies Act 1985(the "Act"). Accordingly, as soon as reasonably practicable, HoneywellAcquisitions II will be despatching formal notices under section 429 of the Actto acquire compulsorily all of the outstanding First Technology Shares inrespect of which valid acceptances have not yet been received. Terms defined or referred to in the Increased Offer Document have the samemeanings in this announcement, save where the context otherwise requires. 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 Increased Offer Document, the Original OfferDocument and the Form of Acceptance accompanying the Increased Offer Documentwhich contains or refers to the full terms and conditions of the Offer includingdetails of how the Offer may be accepted. The Increased Offer Document, theOriginal Offer Document and Form of Acceptance are being made available to thoseFirst Technology Shareholders who are able to receive them, as a result of thelaws of the jurisdictions in which they are resident. First TechnologyShareholders should read the Increased Offer Document, the Original OfferDocument and Form of Acceptance (if they are able to receive them) as theycontain important information. The availability of the Offer to FirstTechnology Shareholders not resident in or solely subject to the jurisdiction ofthe United Kingdom may be affected by the laws of relevant jurisdictions. FirstTechnology Shareholders who are not resident in the United Kingdom or who aresubject to other jurisdictions should inform themselves of and observe anyapplicable requirements. The Directors of Honeywell Acquisitions II and members of the ExecutiveCommittee accept responsibility for all information contained in thisannouncement. To the best of the knowledge and belief of the directors ofHoneywell Acquisitions II and the members of the Executive Committee (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement is in accordance with the facts and does not omitanything likely to affect the import of such 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 the Original Offer and the Increased Offer are not being, and mustnot be, directly or indirectly, mailed or otherwise forwarded, distributed in orinto or from Australia, Canada, Japan or the United States and persons receivingthis announcement (including custodians, nominees and trustees) must notdistribute or send them into or from Australia, Canada, Japan or the UnitedStates. Doing so may render invalid any related purported acceptance of theIncreased Offer. In the event that Honeywell Acquisitions II extends theIncreased Offer in the US at some future time, it will do so in satisfaction ofthe procedural and filing requirements of the US securities laws 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 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. 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. 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. Not for release, publication or distribution in or into Australia, Canada, Japanor the United States. This information is provided by RNS The company news service from the London Stock Exchange