RNS Number:3839J
Honeywell International Inc
07 March 2005

Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States




FOR IMMEDIATE RELEASE


                                                                   March 7, 2005




                          HONEYWELL INTERNATIONAL INC.


                                  ECMR UPDATE


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.   ECMR update


In its announcement of February 22, 2005, Honeywell stated that, apart from the
acceptance condition, the principal outstanding condition of the Offers was the
application for clearance pursuant to Council Regulation (EC) 139/2004 ("ECMR")
(see footnote).


Honeywell has since that date responded comprehensively to all requests from the
European Commission ("Commission").  Honeywell can now announce that only one
issue remains to be resolved in order to obtain ECMR clearance.  This issue
relates to the overlap of Honeywell and Novar with respect to the sale of fire
alarm systems in Italy.  Novar's fire alarm business in Italy generated
approximately Euro 8 million of sales in 2004.  The Commission is still
investigating whether this overlap creates a competition concern; Honeywell has
submitted substantial evidence that it does not.  However, pending the
Commission's final view and in order to expedite the ECMR clearance process,
Honeywell has submitted a proposed undertaking to the Commission that would
involve the sale of Novar's fire alarm business in Italy to a third party.


Honeywell is pleased to announce that the Commission has confirmed that it will
initiate the market testing of the proposed undertaking immediately.


Based on its current knowledge regarding the status of the outstanding
conditions of the Offers,  Honeywell Acquisitions firmly believes that it will
be in a position to declare the Offers wholly unconditional by no later than the
end of March, 2005, provided at least that it is in a position to declare the
Offers unconditional with respect to acceptances on or before March 11, 2005.


2.  Action


Honeywell stated in its announcement of February 22, 2005 that the Offers were
extended and would 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 (the final date on which the Ordinary Offer must either be
declared unconditional as to acceptances or must lapse).


To ensure that the acceptance condition to the Ordinary Offer has every chance
of being satisfied on or by March 11, 2005, Novar Shareholders are encouraged to
continue to accept the Ordinary Offer (as well as the Preference Offer) in
accordance with the unanimous recommendation of the Novar board of directors.


Honeywell announces by way of update that, as at 3.30 p.m. (London time) on
March 4, 2005, Honeywell Acquisitions had received valid acceptances of the
Offers (which had not, where permitted, been withdrawn) in respect of
322,536,131 Novar Ordinary Shares representing approximately 74.75 per cent. of
Novar's issued ordinary share capital and 119,202,702 Novar Preference Shares
representing approximately 94.41 per cent. of Novar's issued preference share
capital.


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 dated January 10, 2005 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

OUPFGGGFNKZGKZM
Honeywell (LSE:HON)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Honeywell Charts.
Honeywell (LSE:HON)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Honeywell Charts.