RNS Number:6697J
Honeywell International Inc
11 March 2005


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


FOR IMMEDIATE RELEASE
                                                                  March 11, 2005


                          HONEYWELL INTERNATIONAL INC.

                 ORDINARY OFFER UNCONDITIONAL AS TO ACCEPTANCES


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.  Ordinary Offer declared unconditional as to acceptances

Honeywell Acquisitions announces that, as at 1.00 p.m. (London time) on March
11, 2005, it had received valid acceptances of the Offers (which had not, where
permitted, been withdrawn) in respect of 367,928,440 Novar Ordinary Shares
representing approximately 85.27 per cent. of Novar's issued ordinary share
capital and 119,699,674 Novar Preference Shares representing approximately 94.80
per cent. of Novar's issued preference share capital.  Honeywell Acquisitions
declares the Ordinary Offer unconditional as to acceptances.

2.  Outstanding conditions and extension of the Offers

Honeywell stated in its announcement of March 7, 2005 that there was only one
issue which remained to be resolved in order for its application for clearance
pursuant to Council Regulation (EC) 139/2004 ("ECMR") to be granted and that, in
order to expedite the process, Honeywell had submitted a proposed undertaking to
the European Commission ("Commission") which would involve the sale of Novar's
fire alarm business in Italy to a third party.  Novar's fire alarm business in
Italy generated approximately Euro 8 million of sales in 2004.

Honeywell confirms that the Commission has initiated the market testing of the
proposed undertaking.  Based on Honeywell's current knowledge regarding the
status of the outstanding conditions of the Offers, Honeywell believes that
Honeywell Acquisitions will be in a position to declare the Offers wholly
unconditional by the end of March, 2005.

Accordingly, the Offers will remain open for acceptance, subject to the terms
and conditions contained in the Offer Document, until 3.00 p.m. (London time) on
April 1, 2005 and Novar 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 3.00 p.m. (London time) on April 1, 2005.

4.  General

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
72,231,991 Novar Ordinary Shares representing approximately 16.74 per cent. of
Novar's issued ordinary share capital are included in the level of acceptances
of 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 Offer
Document as held in connection with a stock borrowing/lending scheme is not
included in the level of acceptances to the Ordinary Offer referred to in
paragraph 1 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.

Terms defined in the offer document dated January 10, 2005 have the same
meanings in this announcement.


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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