HON.L Regulatory News (HON)

19 Dec 2005 14:10

Honeywell International Inc19 December 2005 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States or any other jurisdiction where it would be unlawful to doso FOR IMMEDIATE RELEASE December 19, 2005 RECOMMENDED CASH OFFER BY HONEYWELL FOR FIRST TECHNOLOGY ADDITIONAL IRREVOCABLE UNDERTAKING Further to the announcement ("Announcement") made this morning of therecommended cash offer to be made by UBS Investment Bank on behalf on Honeywellfor First Technology, Honeywell announces that it has received an additionalirrevocable undertaking to accept the Offer. The additional irrevocable undertaking is from UBS Global Asset Management (UK)Limited and relates to 4,731,274 First Technology Shares, representingapproximately 6.3 per cent. of the issued share capital of First Technology("UBS Irrevocable"). The UBS Irrevocable will cease to be binding if the Offer lapses or iswithdrawn, if the Offer Document is not posted within 30 days of suchundertaking or in the event of an announcement of a competing offer representingat least a 5 per cent. premium to the value of the Offer and which is not atleast matched by Honeywell. Accordingly, aggregating the UBS Irrevocable with the other irrevocableundertakings to accept the Offer already obtained by Honeywell as disclosed inthe Announcement, Honeywell has now received irrevocable undertakings to acceptthe Offer from the holders of a total of 30,033,409 First Technology Sharesrepresenting approximately 39.8 per cent. of First Technology's issued sharecapital. Details of all irrevocable undertakings to accept the Offer now obtained byHoneywell are set out in the appendix to this announcement. Defined terms in the Announcement have the same meanings when used in thisannouncement and in the attached appendix, save where the context otherwiserequires. Enquiries Honeywell Tel: +32 2 728-2588Elma Peters UBS 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 Gestestner UBS is acting for Honeywell in connection with the Offer and no one else andwill not be responsible to anyone other than Honeywell for providing theprotections afforded to customers of UBS or for providing advice in relation tothe Offer. 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 Offerwill be made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document, which will contain the full terms andconditions of the Offer, including details of how the Offer may be accepted. The laws of the relevant jurisdictions may affect the availability of the Offerto persons who are not resident in the United Kingdom. Persons who are notresident in the United Kingdom or who are subject to laws of any jurisdictionother than the United Kingdom, should inform themselves about, and observe, anyapplicable requirements. Any person (including nominees, trustees andcustodians) who would, or otherwise intends to, forward this announcement, theOffer Document and the Form of Acceptance or any accompanying document to anyjurisdiction outside the United Kingdom should refrain from doing so and seekappropriate professional advice before taking any action. The Offer will not be 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 this announcement and formaldocumentation relating to the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed in or into or fromAustralia, Canada, Japan or the United States and persons receiving thisannouncement (including custodians, nominees and trustees) must not distributeor send it into or from Australia, Canada, Japan or the United States. Doing somay render invalid any related purported acceptance of the Offer. Thesepress-related materials are not an extension of the Offer in the US. In theevent that Honeywell extends the Offer in the US at some future time, it will doso in satisfaction of the procedural and filing requirements of the USsecurities laws at that time, to the extent applicable thereto. APPENDIX Irrevocable undertakings Honeywell has received irrevocable undertakings to accept the Offer from thefollowing First Technology Shareholders: (a) the directors of First Technology, in respect of 333,215 First Technology Shares, in aggregate, representing approximately 0.4 per cent. of the issued share capital of First Technology; and (b) Aberforth Partners LLP, Artemis Investment Management Limited, Jupiter Asset Management Limited, Morley Fund Management Limited, Sterling Investment Group Limited and UBS Global Asset Management (UK) Limited in respect of 29,700,194 First Technology Shares, in aggregate, representing approximately 39.4 per cent. of the issued share capital of First Technology. The irrevocable undertakings provided by Bruce D Atkinson relating to 82,073First Technology Shares, representing approximately 0.109 per cent. of theissued share capital of First Technology, Patrick Burgess relating to 7,500First Technology Shares, representing approximately 0.010 per cent. of theissued share capital of First Technology, Oliver G Burns relating to 5,500 FirstTechnology Shares, representing approximately 0.007 per cent. of the issuedshare capital of First Technology, Michael G Firth relating to 3,550 FirstTechnology Shares, representing approximately 0.005 per cent. of the issuedshare capital of First Technology, Cody Z Slater relating to 15,000 FirstTechnology Shares, representing approximately 0.020 per cent. of the issuedshare capital of First Technology, Dr Frederick J Westlake relating to 15,000First Technology Shares, representing approximately 0.020 per cent. of theissued share capital of First Technology, Ralph R Whitney Jr. relating to121,877 First Technology Shares, representing approximately 0.162 per cent. ofthe issued share capital of First Technology, and Jeff G Wood relating to 82,715First Technology Shares, representing approximately 0.110 per cent. of theissued share capital of First Technology, First Technology will cease to bebinding only if the Offer lapses or is withdrawn and will remain binding if ahigher competing offer is made for First Technology. The irrevocable undertaking provided by Aberforth Partners LLP relating to7,618,101 First Technology Shares, representing approximately 10.1 per cent. ofthe issued share capital of First Technology, will cease to be binding if theOffer Document is not posted within 28 days of this announcement or in the eventof an announcement of a competing offer representing at least a 10 per cent.premium to the value of the Offer. The irrevocable undertaking provided by Morley Fund Management Limited relatingto 7,480,957 First Technology Shares, representing approximately 9.9 per cent.of the issued share capital of First Technology, will cease to be binding if theOffer lapses or is withdrawn, if the Offer Document is not posted within 28 daysof this announcement or in the event of an announcement of a competing offerrepresenting at least a 5 per cent. premium to the value of the Offer. The irrevocable undertaking provided by Sterling Investment Group Limitedrelating to 3,496,708 First Technology Shares, representing approximately 4.6per cent. of the issued share capital of First Technology, will cease to bebinding if the Offer lapses or is withdrawn, if the Offer Document is not postedwithin 30 days of such undertaking or in the event of an announcement of acompeting offer representing at least a 10 per cent. premium to the value of theOffer and which is not at least matched by Honeywell. The irrevocable undertakings provided by Artemis Investment Management Limitedrelating to 3,398,754 First Technology Shares, representing approximately 4.5per cent. of the issued share capital of First Technology, and Jupiter AssetManagement Limited relating to 2,974,400 First Technology shares, representingapproximately 3.9 per cent. of the issued share capital of First Technology,will cease to be binding if the Offer lapses or is withdrawn, if the OfferDocument is not posted within 30 days of the date of such undertakings or in theevent of an announcement of a competing offer representing at least a 10 percent. premium to the value of the Offer and which is not at least matched byHoneywell. The irrevocable undertaking provided by UBS Global Asset Management (UK) Limitedwill cease to be binding if the Offer lapses or is withdrawn, if the OfferDocument is not posted within 30 days of such undertaking or in the event of anannouncement of a competing offer representing at least a 5 per cent. premium tothe value of the Offer and which is not at least matched by Honeywell. -END - This information is provided by RNS The company news service from the London Stock Exchange