Offer Update: Novar plc
March 31 2005 - 2:02AM
UK Regulatory
RNS Number:3773K
Honeywell International Inc
31 March 2005
Not for release, publication or distribution in or into Australia, Canada, Japan
or 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 Ordinary
Offer having been satisfied or waived, the Ordinary Offer is hereby declared
unconditional in all respects. Accordingly, the Preference Offer has also
become unconditional.
The Offers will remain open for acceptance until further notice.
The consideration due to accepting Novar Shareholders, including Loan Notes, is
expected to be despatched either on or before April 14, 2005 in respect of
acceptances complete in all respects and received not later than 1 p.m. (London
time) on March 31, 2005 or within 14 days of the date of receipt of further
acceptances which are valid and complete in all respects. Share transfers
pursuant to the Ordinary Offer will not be effected so as to enter Honeywell
Acquisitions onto the register of members on or prior to the record date in
respect 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 date
of the second interim dividend.
Novar Shareholders who have not yet accepted the Ordinary Offer and/or the
Preference Offer should complete and return their Forms of Acceptance in
accordance with the instructions set out in the Offer Document and in the Forms
of Acceptance as soon as possible.
As at 3.00 p.m. (London time) on March 30, 2005, Honeywell Acquisitions had
received valid acceptances of the Offers in respect of 375,442,331 Novar
Ordinary Shares representing approximately 87.01 per cent. of Novar's issued
ordinary share capital and 120,480,362 Novar Preference Shares representing
approximately 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 to
the UK Listing Authority and the London Stock Exchange immediately for the
cancellation of the listing and admission to trading of Novar Ordinary Shares
and Novar Preference Shares. It is anticipated that the cancellation of listing
and trading will take effect no earlier than 20 business days after the date of
this announcement. Accordingly, it is expected that such cancellation will take
effect 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 in
respect of 90 per cent. or more of the Novar Preference Shares to which the
Preference Offer relates for the purposes of sections 428 to 430F of the
Companies Act 1985 (the "Act"). Accordingly, as soon as reasonably practicable,
Honeywell Acquisitions will be despatching formal notices under section 429 of
the Act to acquire compulsorily all of the outstanding Novar Preference Shares
in respect of which valid acceptances have not yet been received.
As soon as practicable following receipt of acceptances under the Ordinary Offer
in respect of 90 per cent. or more of the Novar Ordinary Shares to which the
Ordinary Offer relates for the purposes of the Act, Honeywell Acquisitions
intends to despatch formal notices under section 429 of the Act to acquire
compulsorily all outstanding Novar Ordinary Shares in respect of which valid
acceptances have not been received at that time.
4. General
Prior to the announcement of the Offers on December 13, 2004, irrevocable
undertakings to accept (or procure the acceptance of) the Ordinary Offer had
been received 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. An
irrevocable undertaking had also been received 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 Honeywell Acquisitions, nor any persons acting or deemed to be
acting in concert with Honeywell or Honeywell Acquisitions, held any Novar
Shares (or rights over any Novar Shares) prior to the Offer Period and neither
Honeywell nor Honeywell Acquisitions nor any persons acting or deemed to be
acting in concert with Honeywell or Honeywell Acquisitions, 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 2588
Elma Peters
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 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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