HON.L Regulatory News (HON)

11 Mar 2005 16:29

Honeywell International Inc11 March 2005 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States FOR IMMEDIATE RELEASE March 11, 2005 HONEYWELL INTERNATIONAL INC. ORDINARY OFFER UNCONDITIONAL AS TO ACCEPTANCES 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. Ordinary Offer declared unconditional as to acceptances Honeywell Acquisitions announces that, as at 1.00 p.m. (London time) on March11, 2005, it had received valid acceptances of the Offers (which had not, wherepermitted, been withdrawn) in respect of 367,928,440 Novar Ordinary Sharesrepresenting approximately 85.27 per cent. of Novar's issued ordinary sharecapital and 119,699,674 Novar Preference Shares representing approximately 94.80per cent. of Novar's issued preference share capital. Honeywell Acquisitionsdeclares the Ordinary Offer unconditional as to acceptances. 2. Outstanding conditions and extension of the Offers Honeywell stated in its announcement of March 7, 2005 that there was only oneissue which remained to be resolved in order for its application for clearancepursuant to Council Regulation (EC) 139/2004 ("ECMR") to be granted and that, inorder to expedite the process, Honeywell had submitted a proposed undertaking tothe European Commission ("Commission") which would involve the sale of Novar'sfire alarm business in Italy to a third party. Novar's fire alarm business inItaly generated approximately Euro 8 million of sales in 2004. Honeywell confirms that the Commission has initiated the market testing of theproposed undertaking. Based on Honeywell's current knowledge regarding thestatus of the outstanding conditions of the Offers, Honeywell believes thatHoneywell Acquisitions will be in a position to declare the Offers whollyunconditional by the end of March, 2005. Accordingly, the Offers will remain open for acceptance, subject to the termsand conditions contained in the Offer Document, until 3.00 p.m. (London time) onApril 1, 2005 and Novar Shareholders are encouraged to continue to accept theOffers in accordance with the unanimous recommendation of the Novar board ofdirectors. 3. Next Steps 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 3.00 p.m. (London time) on April 1, 2005. 4. General Prior to the announcement of the Offers on December 13, 2004, Honeywell hadreceived irrevocable undertakings to accept (or procure the acceptance of) theOrdinary Offer from the directors of Novar in respect of their own beneficialholdings of, in aggregate, 208,132 Novar Ordinary Shares, representingapproximately 0.05 per cent. of Novar's issued ordinary share capital.Honeywell had also received an irrevocable undertaking from Active Value toaccept the Ordinary Offer in respect of 72,028,859 Novar Ordinary Shares,representing approximately 16.70 per cent. of Novar's issued ordinary sharecapital. Acceptances received pursuant to irrevocable undertakings in respect of72,231,991 Novar Ordinary Shares representing approximately 16.74 per cent. ofNovar's issued ordinary share capital are included in the level of acceptancesof Novar Ordinary Shares referred to in paragraph 1 above. The holding of 6,528 Novar Ordinary Shares by J.P. Morgan Securities Limited,being a concert party of Honeywell and the Offeror, specified in the OfferDocument as held in connection with a stock borrowing/lending scheme is notincluded in the level of acceptances to the Ordinary Offer referred to inparagraph 1 above. Save as disclosed in this announcement or in the Offer Document, neitherHoneywell nor the Offeror, nor any persons acting or deemed to be acting inconcert with Honeywell or the Offeror, held any Novar Shares (or rights over anyNovar Shares) prior to the Offer Period and neither Honeywell nor the Offerornor any persons acting or deemed to be acting in concert with Honeywell or theOfferor, have acquired or agreed to acquire any Novar Shares (or rights over anyNovar Shares) since the commencement of the Offer Period. Terms defined in the offer document dated January 10, 2005 have the samemeanings in this announcement. 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