HON.L Regulatory News (HON)

17 Mar 2006 07:03

Honeywell International Inc17 March 2006 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States March 17, 2006 HONEYWELL INTERNATIONAL INC. UPDATE ON REGULATORY PROCESS UBS, on behalf of Honeywell Acquisitions II Limited, announces the followingupdate on the anti-trust process in relation to the increased cash offer of 385pence per First Technology Share for First Technology (the "Offer") made by UBSon behalf of Honeywell Acquisitions II pursuant to an offer document datedJanuary 16, 2006 (the "Offer Document") as revised by the increased offerdocument dated January 27, 2006 (the "Increased Offer Document"). Antitrust Update Honeywell Acquisitions II is pleased to report that all regulatory clearancesrequired to satisfy the regulatory condition of the Offer have been obtained. Outstanding Conditions As announced on February 28, 2006 the Offer was extended and remains open foracceptance, subject to the terms and conditions set out in the Offer Documentand set out or referred to in the Increased Offer Document, until 1.00 p.m.(London time) on March 24, 2006 (the final date on which the Offer must eitherbe declared unconditional as to acceptances or must lapse). Update on Acceptances By way of update, as at 3.00 p.m. (London time) on March 16, 2006, aggregateholdings acquired through market purchases of and the exercise of options toacquire First Technology Shares, First Technology Shares subject to theirrevocable undertakings to accept the Offer, unexercised options to acquireFirst Technology Shares that are not subject to the irrevocable undertakings toaccept the Offer and acceptances of the Offer comprise a total of 48,995,373First Technology Shares representing in aggregate approximately 65.0 per cent ofFirst Technology's existing issued share capital. This amount includes: • 7,477,121 First Technology Shares representing approximately 9.9 per cent of First Technology's existing issued share capital acquired as a result of on-market purchases on 16 January, 2006 and the partial exercise of options granted on 24 January, 2006 and exercised on 25 January, 2006. • 22,368,758 First Technology Shares representing approximately 29.7 per cent of First Technology's existing issued share capital subject to the irrevocable undertakings to accept the Offer. Acceptances in respect of 31,550 shares under irrevocable undertakings remain outstanding. • 100,000 unexercised options to acquire First Technology Shares representing approximately 0.1 per cent of First Technology's existing issued share that are not subject to the irrevocable undertakings to accept the Offer. First Technology Shareholders are encouraged to accept the Offer as soon aspossible 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 Offer will be publicly announced by 8.00 a.m. (London time) onthe business day following the day on which the Offer was otherwise due toexpire, or such later time or date as the Panel may agree. 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 The Offer is conditional upon various conditions set out in Appendix I to theOffer Document. These conditions comprise: (i) an 'acceptance condition' under which valid acceptances of the Offer mustbe received (and not, were permitted, withdrawn) in respect of not less than 90per cent, (or such lesser percentage as Honeywell Acquisitions II may decide) innominal value of the First Technology Shares to which the Offer relates,provided that this condition shall not be satisfied unless HoneywellAcquisitions II and/or any of its wholly-owned subsidiaries shall have acquiredor agreed to acquire (pursuant to the Offer or otherwise) First TechnologyShares carrying in aggregate more than 50 per cent of the voting rights thennormally exercisable at a general meeting of First Technology; and (ii) other conditions. As at the time of this announcement HoneywellAcquisitions II is not aware of any matter or circumstances that wouldconstitute a breach or failure to satisfy any other conditions on whichHoneywell Acquisitions II could rely to withdraw the Offer. Subject to the requirements of the Panel, Honeywell Acquisitions II reserves theright to waive all or any of the conditions of the Offer, in whole or in part,other than the acceptance condition summarized in paragraph (i) above. You arereferred to Appendix I to the Offer Document for the full conditions of theOffer and other information relating to the conditionality of the 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 Offer isbeing made solely by the Increased Offer Document, the Original Offer Documentand the Form of Acceptance accompanying the Increased Offer Document whichcontains or refers to the full terms and conditions of the Offer includingdetails of how the Offer may be accepted. The Increased Offer Document, theOriginal Offer Document and Form of Acceptance are being made available to thoseFirst Technology Shareholders who are able to receive them, as a result of thelaws of the jurisdictions in which they are resident. First TechnologyShareholders should read the Increased Offer Document, the Original OfferDocument and Form of Acceptance (if they are able to receive them) as theycontain important information. The availability of the Offer to First TechnologyShareholders not resident in or solely subject to the jurisdiction of the UnitedKingdom may be affected by the laws of relevant jurisdictions. First TechnologyShareholders who are not resident in the United Kingdom or who are subject toother jurisdictions should inform themselves of and observe any applicablerequirements. 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 Offer is not being 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 formal documentation relatingto the Offer are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed in or into or from Australia, Canada, Japan orthe United States and persons receiving this announcement (including custodians,nominees and trustees) must not distribute or send them into or from Australia,Canada, Japan or the United States. Doing so may render invalid any relatedpurported acceptance of the Offer. In the event that Honeywell Acquisitions IIextends the Offer in the US at some future time, it will do so in satisfactionof the procedural and filing requirements of the US securities laws at thattime, to the extent applicable thereto. UBS Limited ("UBS" or "UBS Investment Bank") is acting for Honeywell andHoneywell Acquisitions II in connection with the Offer and no one else and willnot be responsible to anyone other than Honeywell or Honeywell Acquisitions IIfor providing the protections afforded to customers of UBS or for providingadvice in relation to the 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 Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of First Technology, they will be deemed to be a single person forthe 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. 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