Offer Update: Novar plc

31 Mar 2005 07:01

Honeywell International Inc31 March 2005 Not for release, publication or distribution in or into Australia, Canada, Japanor the United States FOR IMMEDIATE RELEASE March 31, 2005 HONEYWELL INTERNATIONAL INC. OFFERS FOR NOVAR PLC UNCONDITIONAL IN ALL RESPECTS 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. Offers unconditional in all respects Honeywell Acquisitions announces that clearance pursuant to Council Regulation(EC) 139/2004 has now been obtained and that, all conditions to the OrdinaryOffer having been satisfied or waived, the Ordinary Offer is hereby declaredunconditional in all respects. Accordingly, the Preference Offer has alsobecome unconditional. The Offers will remain open for acceptance until further notice. The consideration due to accepting Novar Shareholders, including Loan Notes, isexpected to be despatched either on or before April 14, 2005 in respect ofacceptances complete in all respects and received not later than 1 p.m. (Londontime) on March 31, 2005 or within 14 days of the date of receipt of furtheracceptances which are valid and complete in all respects. Share transferspursuant to the Ordinary Offer will not be effected so as to enter HoneywellAcquisitions onto the register of members on or prior to the record date inrespect of the second interim dividend of 6.60 pence per Novar Ordinary Share.A separate announcement will shortly be made by Novar regarding the record dateof the second interim dividend. Novar Shareholders who have not yet accepted the Ordinary Offer and/or thePreference Offer should complete and return their Forms of Acceptance inaccordance with the instructions set out in the Offer Document and in the Formsof Acceptance as soon as possible. As at 3.00 p.m. (London time) on March 30, 2005, Honeywell Acquisitions hadreceived valid acceptances of the Offers in respect of 375,442,331 NovarOrdinary Shares representing approximately 87.01 per cent. of Novar's issuedordinary share capital and 120,480,362 Novar Preference Shares representingapproximately 95.42 per cent. of Novar's issued preference share capital. 2. De-listing of Novar Ordinary Shares and Novar Preference Shares Notice is hereby given that Honeywell Acquisitions will cause Novar to apply tothe UK Listing Authority and the London Stock Exchange immediately for thecancellation of the listing and admission to trading of Novar Ordinary Sharesand Novar Preference Shares. It is anticipated that the cancellation of listingand trading will take effect no earlier than 20 business days after the date ofthis announcement. Accordingly, it is expected that such cancellation will takeeffect on April 29, 2005 or as soon as practicable thereafter. 3. Commencement of compulsory acquisition procedures Honeywell Acquisitions has received acceptances under the Preference Offer inrespect of 90 per cent. or more of the Novar Preference Shares to which thePreference Offer relates for the purposes of sections 428 to 430F of theCompanies Act 1985 (the "Act"). Accordingly, as soon as reasonably practicable,Honeywell Acquisitions will be despatching formal notices under section 429 ofthe Act to acquire compulsorily all of the outstanding Novar Preference Sharesin respect of which valid acceptances have not yet been received. As soon as practicable following receipt of acceptances under the Ordinary Offerin respect of 90 per cent. or more of the Novar Ordinary Shares to which theOrdinary Offer relates for the purposes of the Act, Honeywell Acquisitionsintends to despatch formal notices under section 429 of the Act to acquirecompulsorily all outstanding Novar Ordinary Shares in respect of which validacceptances have not been received at that time. 4. General Prior to the announcement of the Offers on December 13, 2004, irrevocableundertakings to accept (or procure the acceptance of) the Ordinary Offer hadbeen received 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. Anirrevocable undertaking had also been received from Active Value to accept theOrdinary Offer in respect of 72,028,859 Novar Ordinary Shares, representingapproximately 16.70 per cent. of Novar's issued ordinary share capital. 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 Honeywell Acquisitions, nor any persons acting or deemed to beacting in concert with Honeywell or Honeywell Acquisitions, held any NovarShares (or rights over any Novar Shares) prior to the Offer Period and neitherHoneywell nor Honeywell Acquisitions nor any persons acting or deemed to beacting in concert with Honeywell or Honeywell Acquisitions, have acquired oragreed to acquire any Novar Shares (or rights over any Novar Shares) since thecommencement 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 2588 Elma Peters 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 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