HON.L Regulatory News (HON)

28 Feb 2006 07:05

Honeywell International Inc28 February 2006 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States February 28, 2006 HONEYWELL INTERNATIONAL INC. UPDATE ON REGULATORY PROCESS, LEVELS OF ACCEPTANCE AND OFFER EXTENSION UBS, on behalf of Honeywell Acquisitions II Limited announces the followingupdate on the anti-trust process and levels of acceptance and offer extension inrelation to the increased cash offer of 385 pence per First Technology Share(the "Increased Offer") for First Technology (the "Offer") made by UBS on behalfof Honeywell Acquisitions II pursuant to an offer document dated January 16,2006 (the "Offer Document") as revised by the increased offer document datedJanuary 27, 2006 (the "Increased Offer Document"). Antitrust Update Honeywell Acquisitions II reports that all necessary regulatory filings andapplications have been made in connection with the Offer and are subject toongoing review within the relevant agencies. Honeywell Acquisitions II is satisfied with the progress achieved to date,including the fact that clearance has now been obtained in the United States,and expects to be in a position to declare that the remaining regulatoryconditions to which the Offer is subject are satisfied within the overalltimescale permitted under the UK Takeover Code. Further announcements will bemade as appropriate in due course. Aggregate interests in First Technology Shares 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 February 27, 2006 as referred tobelow, Honeywell Acquisitions II has acquired or contracted to acquire a totalof 48,521,365 First Technology Shares representing in aggregate approximately64.3 per cent. of First Technology's existing issued share capital. Extension of the Increased Offer and Outstanding Conditions The Increased Offer has been extended and will remain open for acceptance,subject to the terms and conditions set out in the Offer Document and set out orreferred to in the Increased Offer Document, until 1.00 p.m. (London time) onMarch 24, 2006. Unless the Increased Offer has become or been declaredunconditional as to acceptances by such time, Honeywell Acquisitions II would berequired to declare the Increased Offer unconditional as to acceptances or tolapse the Increased Offer on that date. If the Increased Offer becomes or isdeclared unconditional as to acceptances, the Increased Offer may be extendedfor a further 21 days pending satisfaction of any other conditions. Accordingly, shareholders are encouraged to continue to accept the IncreasedOffer in accordance with the unanimous recommendation of the First Technologyboard of directors. Next Steps Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Increased Offer Document and inthe Form of Acceptance so as to be received as soon as possible and, in anyevent, by not later than 1.00 p.m. (London time) on March 24, 2006. Any furtherextensions of the Increased Offer will be publicly announced by 8.00 a.m.(London time) on the business day following the day on which the Increased Offerwas otherwise due to expire, or such later time or date as the Panel may agree. Acceptance levels, interests in First Technology Shares and irrevocableundertakings to accept the Increased Offer As at 3.00 p.m. (London time) on February 27, 2006, Honeywell Acquisitions IIhad received valid acceptances of the Increased Offer in respect of a total of39,944,244 First Technology Shares representing approximately 53.0 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 17,095,684 First TechnologyShares representing in aggregate approximately 22.7 per cent. of FirstTechnology's existing issued share capital. The acceptances of the IncreasedOffer referred to above may be counted towards the acceptance condition to whichthe Increased Offer is subject. None of the acceptances of the Increased 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 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. Honeywell Acquisitions II 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, of which irrevocableundertakings in respect of 1,000,000 First Technology Shares representingapproximately 1.3 per cent. of First Technology's existing issued share capitalare still outstanding. In relation to the irrevocable undertaking given by Bruce D Atkinson,instructions have been given to nominees to accept the Offer in respect of82,073 First Technology Shares (and such First Technology Shares have beenincluded in the acceptances relating to irrevocable undertakings referred toabove), however acceptances in respect of such holdings have not yet beenidentified. In relation to the irrevocable undertaking given by Cody Z Slater, instructionshave been given to nominees to accept the Offer in respect of 15,000 FirstTechnology Shares (and such First Technology Shares have been included in theacceptances relating to irrevocable undertakings referred to above), howeveracceptances in respect of such holdings have not yet been identified. In relation to the irrevocable undertaking given by Ralph R Whitney Jr.,instructions have been given to nominees to accept the Offer in respect of121,877 First Technology Shares (and such First Technology Shares have beenincluded in the acceptances relating to irrevocable undertakings referred toabove), however acceptances in respect of such holdings have not yet beenidentified. In relation to the irrevocable undertaking given by Morley Fund ManagementLimited, instructions have been given to nominees to accept the Offer in respectof 12,100 First Technology Shares (and such First Technology Shares have beenincluded in the acceptances relating to irrevocable undertakings referred toabove), however acceptances in respect of such holdings have not yet beenidentified. 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. 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 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 availability of theIncreased Offer to First Technology Shareholders not resident in or solelysubject to the jurisdiction of the United Kingdom may be affected by the laws ofrelevant jurisdictions. First Technology Shareholders who are not resident inthe United Kingdom or who are subject to other jurisdictions should informthemselves of and observe any applicable 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 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 Original Offer and the Increased Offer are notbeing, and must not be, directly or indirectly, mailed or otherwise forwarded,distributed in or into or from Australia, Canada, Japan or the United States andpersons receiving this announcement (including custodians, nominees andtrustees) must not distribute or send them into or from Australia, Canada, Japanor the United States. Doing so may render invalid any related purportedacceptance of the Increased Offer. In the event that Honeywell Acquisitions IIextends the Increased Offer in the US at some future time, it will do so insatisfaction of the procedural and filing requirements of the US securities lawsat 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 Increased Offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of First Technology, they will be deemed tobe a single person for the 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