HON.L Regulatory News (HON)

22 Feb 2005 07:01

Honeywell International Inc22 February 2005 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States FOR IMMEDIATE RELEASE February 22, 2005 HONEYWELL INTERNATIONAL INC. LEVEL OF ACCEPTANCES AND EXTENSION OF OFFERS Recommended cash offers by JPMorgan on behalf of Honeywell Acquisitions Limited (a wholly-owned subsidiary of Honeywell International Inc.) for Novar plc 1. Level of acceptances Honeywell announces that, as at 3.00 p.m. on February 21, 2005, HoneywellAcquisitions had received valid acceptances of the Offers in respect of326,258,376 Novar Ordinary Shares representing approximately 75.61 per cent. ofNovar's issued ordinary share capital and 119,215,319 Novar Preference Sharesrepresenting approximately 94.42 per cent. of Novar's issued preference sharecapital. As stated in the announcement made on February 1, 2005 the recommendedcash offers for Novar were extended until February 21, 2005. 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 of72,178,543 Novar Ordinary Shares representing approximately 16.73 per cent. ofNovar's issued ordinary share capital are included in the level of acceptancesof Novar Ordinary Shares referred to 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. 2. Extension of Offers and Outstanding Offer Conditions Honeywell Acquisitions has responded comprehensively to all requests from theEuropean Commission in relation to its application for clearance pursuant toCouncil Regulation (EC) 139/2004 ("ECMR"). ECMR clearance remains the principaloutstanding condition of the cash offers for Novar other than the acceptancecondition (see footnote). The Offers have been extended and will remain open for acceptance, subject tothe terms and conditions contained in the Offer Document, until 1.00 p.m.(London time) on March 11, 2005. Unless the Ordinary Offer has previouslybecome or been declared unconditional as to acceptances, Honeywell Acquisitionswould be required to declare the Ordinary Offer unconditional as to acceptancesor to lapse the Offers on that date. If the Ordinary Offer becomes or isdeclared unconditional as to acceptances, the Offers may be extended for afurther 21 days pending the grant of ECMR clearance or satisfaction of any othercondition. Honeywell Acquisitions believes that there are no substantive issues that shouldimpede ECMR clearance and that, based on its current knowledge regarding thestatus of the outstanding conditions of the Offers, if the Ordinary Offer hasbecome or been declared unconditional as to acceptances, it will be in aposition to declare the Offers wholly unconditional shortly after March 11, 2005if not before but in any event by the end of March, 2005. Accordingly,shareholders are encouraged to continue to accept the Offers in accordance withthe unanimous recommendation of the Novar board of directors. 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 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 have the same meanings 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 the OrdinaryOffer must be received (and not, where permitted, withdrawn) in respect of notless than 90 per cent., (or such lesser percentage as Honeywell Acquisitions maydecide) in nominal value of the Novar Ordinary Shares to which the OrdinaryOffer relates, provided that this condition shall not be satisfied unlessHoneywell Acquisitions and/or any of its wholly-owned subsidiaries shall haveacquired 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 of thisannouncement Honeywell is not aware of any matter or circumstance that wouldconstitute a breach or failure to satisfy any of such other conditions on whichHoneywell could rely to withdraw the Offers except the ECMR condition and anyacceptance 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 4000Larry SlaughterEamon Brabazon Honeywell Tel: +32 2 728 2276Ilse 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