Offer Update: Novar plc
February 22 2005 - 2:02AM
UK Regulatory
RNS Number:8697I
Honeywell International Inc
22 February 2005
Not for release, publication or distribution in or into Australia, Canada, Japan
or 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, Honeywell
Acquisitions had received valid acceptances of the Offers in respect of
326,258,376 Novar Ordinary Shares representing approximately 75.61 per cent. of
Novar's issued ordinary share capital and 119,215,319 Novar Preference Shares
representing approximately 94.42 per cent. of Novar's issued preference share
capital. As stated in the announcement made on February 1, 2005 the recommended
cash offers for Novar were extended until February 21, 2005.
Prior to the announcement of the Offers on December 13, 2004, Honeywell had
received irrevocable undertakings to accept (or procure the acceptance of) the
Ordinary Offer from the directors of Novar in respect of their own beneficial
holdings of, in aggregate, 208,132 Novar Ordinary Shares, representing
approximately 0.05 per cent. of Novar's issued ordinary share capital.
Honeywell had also received an irrevocable undertaking from Active Value to
accept the Ordinary Offer in respect of 72,028,859 Novar Ordinary Shares,
representing approximately 16.70 per cent. of Novar's issued ordinary share
capital.
Acceptances received pursuant to irrevocable undertakings in respect of
72,178,543 Novar Ordinary Shares representing approximately 16.73 per cent. of
Novar's issued ordinary share capital are included in the level of acceptances
of Novar Ordinary Shares referred to above.
Save as disclosed in this announcement or in the Offer Document, neither
Honeywell nor the Offeror, nor any persons acting or deemed to be acting in
concert with Honeywell or the Offeror, held any Novar Shares (or rights over any
Novar Shares) prior to the Offer Period and neither Honeywell nor the Offeror
nor any persons acting or deemed to be acting in concert with Honeywell or the
Offeror, have acquired or agreed to acquire any Novar Shares (or rights over any
Novar 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 the
European Commission in relation to its application for clearance pursuant to
Council Regulation (EC) 139/2004 ("ECMR"). ECMR clearance remains the principal
outstanding condition of the cash offers for Novar other than the acceptance
condition (see footnote).
The Offers have been extended and will remain open for acceptance, subject to
the terms and conditions contained in the Offer Document, until 1.00 p.m.
(London time) on March 11, 2005. Unless the Ordinary Offer has previously
become or been declared unconditional as to acceptances, Honeywell Acquisitions
would be required to declare the Ordinary Offer unconditional as to acceptances
or to lapse the Offers on that date. If the Ordinary Offer becomes or is
declared unconditional as to acceptances, the Offers may be extended for a
further 21 days pending the grant of ECMR clearance or satisfaction of any other
condition.
Honeywell Acquisitions believes that there are no substantive issues that should
impede ECMR clearance and that, based on its current knowledge regarding the
status of the outstanding conditions of the Offers, if the Ordinary Offer has
become or been declared unconditional as to acceptances, it will be in a
position to declare the Offers wholly unconditional shortly after March 11, 2005
if not before but in any event by the end of March, 2005. Accordingly,
shareholders are encouraged to continue to accept the Offers in accordance with
the unanimous recommendation of the Novar board of directors.
3. Next Steps
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Forms
of Acceptance so as to be received as soon as possible and, in any event, by not
later than 1.00 p.m. (London time) on March 11, 2005. Any further extensions of
the Offers will be publicly announced by 8.00 a.m. (London time) on the business
day following the day on which the Offers were otherwise due to expire, or such
later 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 out
in Appendix I to the Offer Document. These conditions comprise:
(i) an 'acceptance condition' under which valid acceptances of the Ordinary
Offer must be received (and not, where permitted, withdrawn) in respect of not
less than 90 per cent., (or such lesser percentage as Honeywell Acquisitions may
decide) in nominal value of the Novar Ordinary Shares to which the Ordinary
Offer relates, provided that this condition shall not be satisfied unless
Honeywell Acquisitions and/or any of its wholly-owned subsidiaries shall have
acquired or agreed to acquire (pursuant to the Ordinary Offer or otherwise)
Novar Ordinary Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of Novar; and
(ii) other conditions including the ECMR condition. As at the time of this
announcement Honeywell is not aware of any matter or circumstance that would
constitute a breach or failure to satisfy any of such other conditions on which
Honeywell could rely to withdraw the Offers except the ECMR condition and any
acceptance related condition.
Subject to the requirements of the Panel, Honeywell reserves the right to waive
all or any of the conditions of the Offers, in whole or in part, other than the
acceptance condition summarized in paragraph (i) above. You are referred to
Appendix I to the Offer Document for the full conditions of the Offers and other
information relating to the conditionality of the Offers.
Enquiries:
JPMorgan Tel: +44 (0) 20 7742 4000
Larry Slaughter
Eamon Brabazon
Honeywell Tel: +32 2 728 2276
Ilse Schouteden
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offers or otherwise.
JPMorgan, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Honeywell and the Offeror in connection with the Offers
and no one else and will not be responsible to anyone other than Honeywell or
the Offeror for providing the protections afforded to customers of JPMorgan or
for providing advice in relation to the Offers. The contents of this
announcement have been approved by J.P. Morgan plc of 125 London Wall, London
EC2Y 5AJ.
The directors of the Offeror and members of the Executive Committee accept
responsibility for all information contained in this announcement. To the best
of the knowledge and belief of the directors of the Offeror and the members of
the Executive Committee (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
The Offers will not be made, directly or indirectly, to, or for the account or
benefit of, US Persons or in or into, or by use of the mails or any other means
or instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or other
securities exchange of, Australia, Canada, Japan or the United States, and the
Offers will not be capable of acceptance by or for the account or benefit of US
Persons or by any such use, means, instrumentality or facility or from within
Australia, Canada, Japan or the United States. Accordingly, copies of
documentation relating to the Offers are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed to, or sent to, or for
the account or benefit of, US Persons or in or into or from Australia, Canada,
Japan or the United States and persons receiving this announcement (including
custodians, nominees and trustees) must not distribute or send it into or from
Australia, Canada, Japan or the United States. Doing so may render invalid any
related purported acceptance of the Offers. In the event that Honeywell extends
the Offers in the US or to or for the account or benefit of US Persons at some
future time, it will do so in satisfaction of the procedural and filing
requirements of the US securities laws at that time, to the extent applicable
thereto.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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