HON.L Regulatory News (HON)

7 Mar 2005 07:02

Honeywell International Inc07 March 2005 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States FOR IMMEDIATE RELEASE March 7, 2005 HONEYWELL INTERNATIONAL INC. ECMR UPDATE Recommended cash offers by JPMorgan on behalf of Honeywell Acquisitions Limited(a wholly-owned subsidiary of Honeywell International Inc.) for Novar plc (the " Offers") 1. ECMR update In its announcement of February 22, 2005, Honeywell stated that, apart from theacceptance condition, the principal outstanding condition of the Offers was theapplication for clearance pursuant to Council Regulation (EC) 139/2004 ("ECMR")(see footnote). Honeywell has since that date responded comprehensively to all requests from theEuropean Commission ("Commission"). Honeywell can now announce that only oneissue remains to be resolved in order to obtain ECMR clearance. This issuerelates to the overlap of Honeywell and Novar with respect to the sale of firealarm systems in Italy. Novar's fire alarm business in Italy generatedapproximately Euro 8 million of sales in 2004. The Commission is stillinvestigating whether this overlap creates a competition concern; Honeywell hassubmitted substantial evidence that it does not. However, pending theCommission's final view and in order to expedite the ECMR clearance process,Honeywell has submitted a proposed undertaking to the Commission that wouldinvolve the sale of Novar's fire alarm business in Italy to a third party. Honeywell is pleased to announce that the Commission has confirmed that it willinitiate the market testing of the proposed undertaking immediately. Based on its current knowledge regarding the status of the outstandingconditions of the Offers, Honeywell Acquisitions firmly believes that it willbe in a position to declare the Offers wholly unconditional by no later than theend of March, 2005, provided at least that it is in a position to declare theOffers unconditional with respect to acceptances on or before March 11, 2005. 2. Action Honeywell stated in its announcement of February 22, 2005 that the Offers wereextended and would remain open for acceptance, subject to the terms andconditions contained in the Offer Document, until 1.00 p.m. (London time) onMarch 11, 2005 (the final date on which the Ordinary Offer must either bedeclared unconditional as to acceptances or must lapse). To ensure that the acceptance condition to the Ordinary Offer has every chanceof being satisfied on or by March 11, 2005, Novar Shareholders are encouraged tocontinue to accept the Ordinary Offer (as well as the Preference Offer) inaccordance with the unanimous recommendation of the Novar board of directors. Honeywell announces by way of update that, as at 3.30 p.m. (London time) onMarch 4, 2005, Honeywell Acquisitions had received valid acceptances of theOffers (which had not, where permitted, been withdrawn) in respect of322,536,131 Novar Ordinary Shares representing approximately 74.75 per cent. ofNovar's issued ordinary share capital and 119,202,702 Novar Preference Sharesrepresenting approximately 94.41 per cent. of Novar's issued preference sharecapital. Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formsof Acceptance so as to be received as soon as possible and, in any event, by notlater than 1.00 p.m. (London time) on March 11, 2005. Any further extensions ofthe Offers will be publicly announced by 8.00 a.m. (London time) on the businessday following the day on which the Offers were otherwise due to expire, or suchlater time or date as the Panel may agree. Terms defined in the offer document dated January 10, 2005 have the samemeanings in this announcement. Footnote:- The Ordinary Offer is conditional upon the various conditions set outin Appendix I to the Offer Document. These conditions comprise: (i) an 'acceptance condition' under which valid acceptances of theOrdinary Offer must be received (and not, where permitted, withdrawn) in respectof not less than 90 per cent., (or such lesser percentage as HoneywellAcquisitions may decide) in nominal value of the Novar Ordinary Shares to whichthe Ordinary Offer relates, provided that this condition shall not be satisfiedunless Honeywell Acquisitions and/or any of its wholly-owned subsidiaries shallhave acquired or agreed to acquire (pursuant to the Ordinary Offer or otherwise)Novar Ordinary Shares carrying in aggregate more than 50 per cent. of the votingrights then normally exercisable at a general meeting of Novar; and (ii) other conditions including the ECMR condition. As at the time ofthis announcement Honeywell is not aware of any matter or circumstance thatwould constitute a breach or failure to satisfy any of such other conditions onwhich Honeywell could rely to withdraw the Offers except the ECMR condition andany acceptance related condition. Subject to the requirements of the Panel, Honeywell reserves the right to waiveall or any of the conditions of the Offers, in whole or in part, other than theacceptance condition summarized in paragraph (i) above. You are referred toAppendix I to the Offer Document for the full conditions of the Offers and otherinformation relating to the conditionality of the Offers. Enquiries: JPMorgan Tel: +44 (0) 20 7742 4000 Larry SlaughterEamon Brabazon Honeywell Tel: +32 2 728 2276 Ilse Schouteden 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 Offers or otherwise. JPMorgan, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for Honeywell and the Offeror in connection with the Offersand no one else and will not be responsible to anyone other than Honeywell orthe Offeror for providing the protections afforded to customers of JPMorgan orfor providing advice in relation to the Offers. The contents of thisannouncement have been approved by J.P. Morgan plc of 125 London Wall, LondonEC2Y 5AJ. The directors of the Offeror and members of the Executive Committee acceptresponsibility for all information contained in this announcement. To the bestof the knowledge and belief of the directors of the Offeror and the members ofthe Executive Committee (who have taken all reasonable care to ensure that suchis the case), the information contained in this announcement is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. The Offers will not be made, directly or indirectly, to, or for the account orbenefit of, US Persons or in or into, or by use of the mails or any other meansor instrumentality (including, without limitation, telephonic or electronic) ofinterstate or foreign commerce of, or any facility of a national, state or othersecurities exchange of, Australia, Canada, Japan or the United States, and theOffers will not be capable of acceptance by or for the account or benefit of USPersons or by any such use, means, instrumentality or facility or from withinAustralia, Canada, Japan or the United States. Accordingly, copies ofdocumentation relating to the Offers are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed to, or sent to, or forthe account or benefit of, US Persons or in or into or from Australia, Canada,Japan or the United States and persons receiving this announcement (includingcustodians, nominees and trustees) must not distribute or send it into or fromAustralia, Canada, Japan or the United States. Doing so may render invalid anyrelated purported acceptance of the Offers. In the event that Honeywell extendsthe Offers in the US or to or for the account or benefit of US Persons at somefuture time, it will do so in satisfaction of the procedural and filingrequirements of the US securities laws at that time, to the extent applicablethereto. 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