RNS Number:8536V
Honeywell International Inc
19 December 2005
Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States or any other jurisdiction where it would be unlawful to do
so
FOR IMMEDIATE RELEASE
December 19, 2005
RECOMMENDED CASH OFFER
BY UBS INVESTMENT BANK
ON BEHALF OF
Honeywell
FOR
First Technology
Summary
* The boards of Honeywell and First Technology announce that they have agreed
the terms of a recommended all cash offer to be made by UBS on behalf of
Honeywell for the entire issued and to be issued share capital of First
Technology.
* The Offer values each First Technology Share at 275 pence and the entire
issued share capital of First Technology at approximately #207 million. First
Technology Shares will be acquired under the Offer with the right to receive any
dividend declared made or paid on or after December 19, 2005.
* The price to be paid in the Offer represents a premium of:
- approximately 35 per cent. to the closing middle market price of First
Technology Shares of 203 pence on December 9, 2005, the last business day prior
to the commencement of the Offer Period; and
- approximately 24 per cent. to the closing middle market price of First
Technology Shares of 2221/2 pence on December 16, 2005, the last practicable
business day prior to this announcement.
* The directors of First Technology, who have been so advised by DrKW,
consider the terms of the Offer to be fair and reasonable and intend unanimously
to recommend that First Technology Shareholders accept the Offer, when made.
* The directors of First Technology have provided irrevocable undertakings to
Honeywell to accept the Offer in respect of their entire holdings of 333,215
First Technology Shares, in aggregate, representing approximately 0.4 per cent.
of the issued share capital of First Technology.
* Honeywell has also received irrevocable undertakings from other First
Technology Shareholders to accept the Offer in respect of 24,968,920 First
Technology Shares, in aggregate, representing approximately 33.1 per cent. of
First Technology's issued share capital.
* Accordingly, Honeywell has received irrevocable undertakings to accept the
Offer from the holders of 25,302,135 First Technology Shares, in aggregate,
representing approximately 33.6 per cent. of First Technology's issued share
capital.
Commenting on the Offer, David Cote, Chairman and Chief Executive Officer of
Honeywell, said:
"The First Technology acquisition further positions Honeywell as a global leader
in the high-growth hazardous gas detection industry and builds on our recent
acquisition of Zellweger Analytics, another leading gas detection company, by
broadening our product offering with important gas sensing systems and
instruments. The acquisition adds to the momentum we have generated throughout
our ACS business and is consistent with our disciplined, decisive approach to
acquisitions. We are pleased with the successful integration of our recent
acquisitions, and will take the same rigorous and thoughtful approach to
integrating First Technology into Honeywell."
Frederick Westlake, Chairman of First Technology, said:
"After careful consideration, the Board has unanimously decided to recommend the
Offer to shareholders. The Offer provides Shareholders with the opportunity to
realise fair value."
This summary should be read in conjunction with the full text of this
announcement.
The Offer will be subject to the applicable requirements of the Code. The Offer
Document and Form of Acceptance will contain the full terms and conditions of
the Offer and will be despatched to First Technology Shareholders as soon as
practicable.
The conditions to and certain further terms of the Offer are set out in Appendix
I to the following announcement. Appendix II contains information on sources
and bases used in this summary and the following announcement. Defined terms in
this summary have the respective meanings given to them in Appendix III to this
announcement.
Enquiries
Honeywell Tel: +32 2 728-2588
Elma Peters
UBS Tel: +44 (0) 20 7567-8000
(Financial adviser and broker to Honeywell)
Aidan Clegg
Hugo Robinson
Citigate Dewe Rogerson Tel: +44 (0) 20 7282-2920
(Public relations adviser to Honeywell)
Sarah Gestestner
First Technology Tel: +44 (0) 20 7930-0777
Jeff Wood
Oliver Burns
DrKW Tel: +44 (0) 20 7623-8000
(Financial adviser and broker to First Technology)
Mark Hammond
Angus Kerr (Corporate Broking)
UBS is acting for Honeywell in connection with the Offer and no one else and
will not be responsible to anyone other than Honeywell for providing the
protections afforded to customers of UBS or for providing advice in relation to
the Offer.
DrKW, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for First Technology as financial adviser and broker in
connection with the Offer and no one else and will not be responsible to anyone
other than First Technology for providing the protections afforded to customers
of DrKW or for providing advice in relation to the Offer.
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 Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Offer Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, 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 Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within Australia, Canada,
Japan or the United States. Accordingly, copies of this announcement and formal
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed 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 Offer. These
press-related materials are not an extension of the Offer in the US. In the
event that Honeywell extends the Offer in the US 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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of First Technology, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of First Technology, they will be deemed to be a single person for
the purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of First Technology by Honeywell or First Technology, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should
consult the Panel.
Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States or any other jurisdiction where it would be unlawful to do
so
FOR IMMEDIATE RELEASE
December 19, 2005
RECOMMENDED CASH OFFER
BY UBS INVESTMENT BANK
ON BEHALF OF
Honeywell
FOR
First Technology
1. Introduction
The boards of Honeywell and First Technology announce that they have agreed the
terms of a recommended all cash offer to be made by UBS on behalf of Honeywell
for the entire issued and to be issued share capital of First Technology.
2. The Offer
The Offer, which will be on the terms and subject to the conditions set out
below and in Appendix I, and to be set out in the Offer Document and the Form of
Acceptance, will be made on the following basis:
for each First Technology Share 275 pence in cash
The Offer values the entire issued ordinary share capital of First Technology at
approximately #207 million. First Technology Shares will be acquired under the
Offer with the right to receive any dividend declared made or paid on or after
December 19, 2005.
The price to be paid in the Offer represents a premium of approximately 35 per
cent. to the closing middle market price of First Technology Shares of 203 pence
on December 9, 2005, the last business day prior to the commencement of the
Offer Period and approximately 24 per cent. to the closing middle market price
of First Technology Shares of 2221/2 pence on December 16, 2005, the last
practicable business day prior to this announcement.
Honeywell expects to fund the consideration payable under the Offer from
existing cash resources and other facilities.
3. Recommendation
The directors of First Technology, who have been so advised by DrKW, consider
the terms of the Offer to be fair and reasonable and intend unanimously to
recommend that First Technology Shareholders accept the Offer, when made, as
they have irrevocably committed to do in respect of their entire holdings of
333,215 First Technology Shares, representing approximately 0.4 per cent. of
First Technology's issued share capital.
4. Irrevocable undertakings
Honeywell has received irrevocable undertakings to accept the Offer from the
following First Technology Shareholders:
(a) the directors of First Technology, in respect of 333,215 First
Technology Shares, in aggregate, representing approximately 0.4 per cent. of the
issued share capital of First Technology; and
(b) Aberforth Partners LLP, Artemis Investment Management Limited,
Jupiter Asset Management Limited, Morley Fund Management Limited and Sterling
Investment Group Limited in respect of 24,968,920 First Technology Shares, in
aggregate, representing approximately 33.1 per cent. of the issued share capital
of First Technology.
The irrevocable undertakings provided by Bruce D Atkinson relating to 82,073
First Technology Shares, representing approximately 0.109 per cent. of the
issued share capital of First Technology, Patrick Burgess relating to 7,500
First Technology Shares, representing approximately 0.010 per cent. of the
issued share capital of First Technology, Oliver G Burns relating to 5,500 First
Technology Shares, representing approximately 0.007 per cent. of the issued
share capital of First Technology, Michael G Firth relating to 3,550 First
Technology Shares, representing approximately 0.005 per cent. of the issued
share capital of First Technology, Cody Z Slater relating to 15,000 First
Technology Shares, representing approximately 0.020 per cent. of the issued
share capital of First Technology, Dr Frederick J Westlake relating to 15,000
First Technology Shares, representing approximately 0.020 per cent. of the
issued share capital of First Technology, Ralph R Whitney Jr. relating to
121,877 First Technology Shares, representing approximately 0.162 per cent. of
the issued share capital of First Technology, and Jeff G Wood relating to 82,715
First Technology Shares, representing approximately 0.110 per cent. of the
issued share capital of First Technology, First Technology will cease to be
binding only if the Offer lapses or is withdrawn and will remain binding if a
higher competing offer is made for First Technology.
The irrevocable undertaking provided by Aberforth Partners LLP relating to
7,618,101 First Technology Shares, representing approximately 10.1 per cent. of
the issued share capital of First Technology, will cease to be binding if the
Offer Document is not posted within 28 days of this announcement or in the event
of an announcement of a competing offer representing at least a 10 per cent.
premium to the value of the Offer.
The irrevocable undertaking provided by Morley Fund Management Limited relating
to 7,480,957 First Technology Shares, representing approximately 9.9 per cent.
of the issued share capital of First Technology, will cease to be binding if the
Offer lapses or is withdrawn, if the Offer Document is not posted within 28 days
of this announcement or in the event of an announcement of a competing offer
representing at least a 5 per cent. premium to the value of the Offer.
The irrevocable undertaking provided by Sterling Investment Group Limited
relating to 3,496,708 First Technology Shares, representing approximately 4.6
per cent. of the issued share capital of First Technology, will cease to be
binding if the Offer lapses or is withdrawn, if the Offer Document is not posted
within 30 days of such undertaking or in the event of an announcement of a
competing offer representing at least a 10 per cent. premium to the value of the
Offer and which is not at least matched by Honeywell.
The irrevocable undertakings provided by Artemis Investment Management Limited
relating to 3,398,754 First Technology Shares, representing approximately 4.5
per cent. of the issued share capital of First Technology, and Jupiter Asset
Management Limited relating to 2,974,400 First Technology shares, representing
approximately 3.9 per cent. of the issued share capital of First Technology,
will cease to be binding if the Offer lapses or is withdrawn, if the Offer
Document is not posted within 30 days of the date of such undertakings or in the
event of an announcement of a competing offer representing at least a 10 per
cent. premium to the value of the Offer and which is not at least matched by
Honeywell.
In addition, UBS Global Asset (UK) Management has confirmed that it will enter
into an irrevocable undertaking to accept the Offer in respect of the maximum
number of First Technology Shares over which it has authority to give such an
undertaking. The irrevocable undertaking would be in terms that it would cease
to be binding if the Offer lapses or is withdrawn, if the Offer Document is not
posted within 30 days of such undertaking or in the event of an announcement of
a competing offer representing at least a 5 per cent. premium to the value of
the Offer and which is not at least matched by Honeywell.
5. Information on Honeywell
Honeywell International is a diversified technology and manufacturing leader
with estimated revenues of approximately US$27.6 billion in 2005, serving
customers worldwide with aerospace products and services; control technologies
for buildings, homes and industry; automotive products; turbochargers; and
specialty materials.
Honeywell is organised into four business segments: aerospace, automation and
control solutions (ACS), speciality materials and transportation systems.
Honeywell's ACS division, which is expected to generate revenues of
approximately US$9.4 billion in 2005, is an automation and control company
providing products and solutions that deliver productivity, comfort, safety and
reliability to customers around the world in industry, retail and residential
settings. The life safety unit within ACS provides commercial fire alarms,
advanced smoke detection products and home patient remote tracking. The Sensing
and Control unit supplies sensors, switches, machine safeguarding and other
devices for a variety of Original Equipment Manufacturers applications in the
automotive, aviation, medical, information technology, consumer appliance and
industrial businesses.
Honeywell is headquartered in New Jersey, U.S.A. and its shares are traded on
the New York, London, Chicago and Pacific Stock Exchanges. It is one of the 30
stocks that make up the Dow Jones Industrial Average and is also a component of
the Standard & Poor's 500 Index.
6. Information on First Technology
First Technology is an international sensing business operating in the fields of
personal safety and the environment. The Group's subsidiaries are organised
into the three main divisions: Gas Sensing, Automotive and Special Products and
Safety and Analysis.
Gas Sensing - First Technology's Gas Sensing division consists of BW
Technologies, which is a leading provider of portable gas detection instruments
and also designs and manufactures portable, fixed location and stand-alone
instruments for the detection and quantification of hazardous gases; and the
Sensors businesses, which offer a broad range of gas and other sensors that help
to ensure human safety across a wide range of industries.
Automotive and Special Products - First Technology's Automotive division designs
and manufactures a range of sensors, crash switches and control devices
addressing safety, security and comfort applications for automotive markets.
Safety and Analysis - First Technology's Safety and Analysis division is the
leading manufacturer by volume in the automotive crash-test dummies market, and
offers a range of related products including load cells, strain gauge services
and crash walls.
First Technology has operations in the UK, US, Germany, the Dominican Republic
and the Far East. First Technology is headquartered in Egham, United Kingdom,
and its shares are traded on the London Stock Exchange.
7. Reasons for the Offer
Honeywell's ACS division is a leading global supplier of life safety, security
and building automation systems.
Honeywell is committed to establishing a significant global presence for its gas
detection business, as evidenced by its acquisition earlier this year of
Zellweger Analytics, which expanded its breadth in gas analytics. First
Technology's gas sensing and gas detection businesses would each be important,
highly complementary additions to Honeywell's ACS Life Safety portfolio and each
represents a material strategic and economic rationale for the transaction.
Their products, technologies, customers and employees are expected to make
important contributions to the future growth of Honeywell's ACS division.
Honeywell will evaluate the strategic fit and potential synergies between ACS
and First Technology's Automotive and Special Products and Safety and Analysis
businesses.
8. First Technology Share Option Schemes
If the Offer becomes or is declared unconditional in all respects, appropriate
proposals will be made in due course to participants in the First Technology
Share Option Schemes.
9. Management and employees
Honeywell has given assurances to the directors of First Technology that, on the
Offer becoming or being declared unconditional in all respects, the existing
contractual and statutory employment rights, including pension rights, of all
First Technology Group employees will be fully observed as required by
applicable law.
10. Inducement fee arrangements
First Technology has agreed to pay Honeywell an inducement fee equal to one per
cent. of the issued and, to the extent permitted under the Code, to be issued
share capital of First Technology calculated by reference to the Offer price
(subject to upward adjustment by reference to such higher amount offered by
Honeywell for First Technology), less any amounts payable as an inducement fee
under the terms of an inducement fee letter entered into by First Technology
with a third party in November 2005 (inclusive of any irrecoverable VAT), in
certain circumstances. These include, subject to the further terms and
conditions set out in the inducement fee letter and the timing of the relevant
circumstance:
(a) a sale of a material part of First Technology and its subsidiaries'
businesses;
(b) the announcement of a third party offer or proposal for First
Technology that is recommended and/or at a price or value of 275 pence per share
or higher; and/or
(c) the announcement of a third party offer or proposal for First
Technology at any price if specified requirements are satisfied concerning the
shareholding in First Technology of the third party offeror (and its concert
parties) and the level and nature of any irrevocable commitments to accept the
third party offer for shares in First Technology that may have been obtained by
the third party offeror.
The inducement fee agreement contains certain other undertakings by First
Technology including First Technology's agreement not to solicit or initiate the
submission of any proposal or offer from any person other than Honeywell
relating to a possible offer for or sale of the shares in First Technology or
the sale of a material part of First Technology and its subsidiaries' businesses
taken together.
11. Compulsory acquisition and de-listing
If the Offer becomes or is declared unconditional in all respects and Honeywell
receives sufficient acceptances under the Offer, it will be Honeywell's
intention:
(a) to exercise its rights pursuant to the provisions of sections 428 to
430F of the Companies Act to acquire compulsorily the remaining First Technology
Shares to which the Offer relates; and
(b) to procure that First Technology makes applications to the UK Listing
Authority for the cancellation of the listing of First Technology Shares on the
Official List and to the London Stock Exchange for the cancellation of admission
to trading in First Technology Shares on its market for listed securities.
Such cancellation of First Technology's listing and admission to trading will
take effect no earlier than the expiry of 20 business days after (a) Honeywell
has, by virtue of its shareholding (if any) and acceptances under the Offer,
acquired or agreed to acquire 75 per cent. of the issued share capital of First
Technology or (b) the first date of issue of compulsory acquisition notices
under section 429 of the Companies Act. De-listing would significantly reduce
the liquidity and marketability of any First Technology Shares not assented to
the Offer.
12. Disclosure of interests in First Technology
Honeywell has received irrevocable undertakings to accept the Offer in respect
of a total of 25,302,135 First Technology Shares, representing approximately
33.6 per cent. of the issued share capital of First Technology.
Save as set out in this announcement, as at December 16, 2005, the last
practicable business day prior to this announcement, neither Honeywell nor, so
far as Honeywell is aware, any person acting in concert with Honeywell, had an
interest in or right to subscribe for relevant securities of First Technology or
had any short position in relation to relevant securities of First Technology
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery of any relevant securities of First Technology.
13. General
The Offer will be subject to the applicable requirements of the Code. The Offer
Document and Form of Acceptance will contain the full terms and conditions of
the Offer and will be despatched to First Technology Shareholders as soon as
practicable.
In deciding whether or not to accept the Offer in respect of their First
Technology Shares, First Technology Shareholders should rely on the information
contained, and follow the procedures described, in the Offer Document and the
Form of Acceptance.
Appendix II contains details of sources and bases for this announcement.
Appendix III contains definitions used in this announcement.
Enquiries
Honeywell Tel: +32 2 728-2588
Elma Peters
UBS Tel: +44 (0) 20 7567-8000
(Financial adviser and broker to Honeywell)
Aidan Clegg
Hugo Robinson
Citigate Dewe Rogerson Tel: +44 (0) 20 7282-2920
(Public relations adviser to Honeywell)
Sarah Gestestner
First Technology Tel: +44 (0) 20 7930-0777
Jeff Wood
Oliver Burns
DrKW Tel: +44 (0) 20 7623-8000
(Financial adviser and broker to First Technology)
Mark Hammond
Angus Kerr (Corporate Broking)
UBS is acting for Honeywell in connection with the Offer and no one else and
will not be responsible to anyone other than Honeywell for providing the
protections afforded to customers of UBS or for providing advice in relation to
the Offer.
DrKW, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for First Technology as financial adviser and broker in
connection with the Offer and no one else and will not be responsible to anyone
other than First Technology for providing the protections afforded to customers
of DrKW or for providing advice in relation to the Offer.
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 Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Offer Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action.
The Offer will not be made, directly or indirectly, 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 Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within Australia, Canada,
Japan or the United States. Accordingly, copies of this announcement and formal
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed 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 Offer. These
press-related materials are not an extension of the Offer in the US. In the
event that Honeywell extends the Offer in the US 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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of First Technology, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of First Technology, they will be deemed to be a single person for
the purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of First Technology by Honeywell or First Technology, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should
consult the Panel.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which will be made by UBS on behalf of Honeywell, will comply with
the applicable rules of the Code, will be governed by English law and will be
subject to the jurisdiction of the courts of England. In addition, the Offer
will be subject to the terms and conditions to be set out in the Offer Document
and Form of Acceptance.
1. Conditions of the Offer
The Offer will be conditional upon:
(i) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by not later than 3.00 pm (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as Honeywell
may, subject to the rules of the Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as Honeywell may decide) in nominal value
of the First Technology Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Honeywell and/or any of its wholly-owned
subsidiaries shall have acquired or agreed (unconditionally or subject only to
conditions that will be fulfilled upon the Offer becoming or being declared
unconditional in all respects) to acquire (pursuant to the Offer or otherwise)
First Technology Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at a general meeting of First Technology
including for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any First Technology Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise. For the purposes of
this condition:
(a) the expression 'First Technology Shares to which the Offer relates'
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act;
(b) First Technology Shares that have been unconditionally allotted but
not issued shall be deemed to carry the voting rights that they will carry upon
issue;
(c) First Technology Shares that cease to be held in treasury are First
Technology Shares to which the Offer relates; and
(d) valid acceptances shall be treated as having been received in respect
of any First Technology Shares that Honeywell or any other member of the Wider
Honeywell Group shall, pursuant to section 429(8) and, if applicable, section
430E of the Companies Act, be treated as having acquired or contracted to
acquire by virtue of acceptances of the Offer;
(ii) the New Facility continuing to be available to the Wider First
Technology Group on the terms fairly disclosed to Honeywell or its advisers by
or on behalf of First Technology in connection with the Offer prior to December
19, 2005 and no lender under the New Facility having withheld an extension of
credit or having terminated its obligations to make credit available thereunder
or having demanded the repayment of any sums advanced under the New Facility
prior to the due date for payment thereof;
(iii) no Third Party having intervened in any way and there not continuing
to be outstanding any statute, regulation or order of any Third Party in each
case which would or might reasonably be expected (in any case to an extent which
is material in the context of the Wider Honeywell Group or the Wider First
Technology Group, as the case may be, in each case, taken as a whole) to:
(a) make the Offer or its implementation or the acquisition or proposed
acquisition by Honeywell or any other member of the Wider Honeywell Group of any
shares or control of First Technology, or any other member of the Wider First
Technology Group, void, unenforceable and/or illegal in any jurisdiction or
otherwise directly or indirectly restrain, restrict, prohibit, prevent,
materially delay or otherwise interfere with the implementation thereof, or
impose material additional conditions or obligations with respect to the Offer
or such acquisition or control, or otherwise challenge, impede or hinder the
Offer or its implementation, or require amendment to the terms of the Offer or
the acquisition or proposed acquisition of any First Technology Shares by
Honeywell or by any other member of the Wider Honeywell Group or the acquisition
of control of First Technology by Honeywell;
(b) require, prevent, or materially delay the divestiture or alter the
terms of any proposed divestiture by Honeywell or any other member of the Wider
Honeywell Group or by First Technology or any other member of the Wider First
Technology Group of all or any part of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to conduct any
of their respective businesses or to own or control any of their respective
assets or properties or any material part thereof;
(c) limit or materially delay the ability of any member of the Wider
Honeywell Group or any member of the Wider First Technology Group to acquire or
to hold or to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of the First Technology Shares or to exercise voting or
management control over any member of the Wider Honeywell Group or any member of
the Wider First Technology Group;
(d) except pursuant to Part XIIIA of the Companies Act in connection with
the Offer, require any member of the Wider Honeywell Group or of the Wider First
Technology Group to acquire, or to offer to acquire, any shares or other
securities (or the equivalent) or interest in any member of either group or any
asset owned by any third party;
(e) require, prevent or materially delay the divestiture or alter the
terms envisaged for any proposed divestiture by any member of the Wider
Honeywell Group of any shares or other securities (or the equivalent) in First
Technology;
(f) limit to a material extent the ability of any member of the Wider
Honeywell Group or of the Wider First Technology Group to conduct or integrate
or co-ordinate its business, or any part of it, with the businesses or any part
of the businesses of any other member of the Wider Honeywell Group or of the
Wider First Technology Group;
(g) result in any member of the Wider First Technology Group ceasing to
be able to carry on business under any name under which it presently does so; or
(h) otherwise adversely affect the business, assets, profits, financial
or trading position or prospects of any member of the Wider First Technology
Group or of the Wider Honeywell Group,
and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction, in respect of the
Offer or the acquisition or proposed acquisition of any First Technology Shares
or control of First Technology by Honeywell or any other member of the Wider
Honeywell Group, having expired, lapsed or been terminated;
(iv) to the extent that Council Regulation (EC) 139/2004 of January 20,
2004, on the control of concentrations between undertakings ("ECMR") may be
applied, the Offer is conditional on the European Commission indicating, in
terms reasonably satisfactory to Honeywell, that in connection with the proposed
acquisition of control of the First Technology Group by Honeywell, or any matter
arising therefrom, it does not intend to initiate proceedings under Article 6(1)
(c) of the ECMR;
(v) to the extent that the Enterprise Act 2002 may be applied, the Offer
is conditional on the Office of Fair Trading, or the appropriate Minister in
the United Kingdom, indicating, in terms reasonably satisfactory to Honeywell,
that the proposed acquisition of First Technology by Honeywell or any matter
arising therefrom (including, but not limited to, any public interest
consideration) or related thereto will not be referred to the Competition
Commission and the deadline for appealing such a decision to the Competition
Appeals Tribunal having expired;
(vi) all necessary notifications, filings and applications having been
made, all regulatory and statutory obligations in any relevant jurisdiction
having been complied with, all appropriate waiting and other time periods
(including any extensions of such waiting and other time periods) under any
applicable legislation or regulations of any relevant jurisdiction including but
not limited to the United States Hart-Scott-Rodino Antitrust Improvements Act of
1976 having expired, lapsed or been terminated in each case in respect of the
Offer or the acquisition or proposed acquisition of any First Technology Shares
or control of First Technology or any other member of the Wider First Technology
Group by any member of the Wider Honeywell Group or the carrying on by any
member of the Wider First Technology Group of its business, except where the
failure to make any such notification or filing, or comply with any such
obligation, or the fact that any such period has not expired, lapsed or been
terminated, individually or in the aggregate, is not likely to have a materially
adverse effect on the Wider Honeywell Group or the Wider First Technology Group,
as the case may be, in each case, taken as a whole;
(vii) all authorisations and determinations necessary or appropriate in any
relevant jurisdiction for or in respect of the Offer or the acquisition or
proposed acquisition of any First Technology Shares or control of First
Technology or any other member of the Wider First Technology Group by any member
of the Wider Honeywell Group or in relation to the continuation of the business
of any member of the Wider First Technology Group having been obtained, in terms
and in a form satisfactory to Honeywell, from all relevant Third Parties or
(without prejudice to the generality of the foregoing) from any persons or
bodies with whom any member of the Wider First Technology Group has entered
into contractual arrangements that are material in the context of the Wider
First Technology Group taken as a whole and such authorisations and
determinations, together with all authorisations and determinations necessary or
appropriate for any member of the Wider First Technology Group to carry on its
business, remaining in full force and effect and there being no notice or
intimation of any intention to revoke or not renew or suspend, restrict or
modify any of the same in any such case in so far as is material in the context
of the Wider Honeywell Group or Wider First Technology Group, as the case may
be, in each case, taken as a whole;
(viii) except as publicly announced by First Technology, or as fairly
disclosed to Honeywell or its advisers by or on behalf of First Technology in
connection with the Offer prior to December 19, 2005, there being no provision
of any agreement, arrangement, licence or other instrument to which any member
of the Wider First Technology Group is a party, or by or to which any such
member or any of its assets is or are or may be bound, entitled or subject or
any event or circumstance, which, in each case as a consequence of the Offer or
the acquisition or proposed acquisition of any First Technology Shares or
control of First Technology or any other member of the Wider First Technology
Group by any member of the Wider Honeywell Group or otherwise, could or might
reasonably be expected to result in, (in any case to an extent that is or would
be material in the context of the Wider First Technology Group taken as a
whole):
(a) any monies borrowed by, or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any such member being or
becoming repayable or capable of being declared repayable immediately or prior
to its stated maturity, or the ability of any such member to borrow moneys or
incur any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn;
(b) any such agreement, arrangement, licence or other instrument, or the
rights, liabilities, obligations or interests or business of any member of the
Wider First Technology Group thereunder, or the interests or business of any
such member in or with any other person, firm, company or body (or any
arrangement or arrangements relating to any such interests or business) being,
or becoming capable of being, terminated or adversely modified or affected or
any onerous obligation or liability arising or any adverse action being taken or
arising thereunder;
(c) any member of the Wider First Technology Group ceasing to be able to
carry on its business under any name under which it presently does so;
(d) any asset or interest of or used by any member of the Wider First
Technology Group being or falling to be disposed of or changed or ceasing to be
available to any member of the Wider First Technology Group or any right arising
under which any such asset or interest could be required to be disposed of or
could cease to be available to any member of the Wider First Technology Group,
in each case otherwise than in the ordinary course of business;
(e) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any such member of the Wider First Technology Group or any such mortgage,
charge or other security interest (whenever created, arising or having arisen)
becoming enforceable;
(f) the creation of any liability (actual or contingent) by any member of
the Wider First Technology Group otherwise than in the ordinary course of
business; or
(g) the value of or the financial or trading position or prospects of any
member of the Wider First Technology Group being prejudiced or adversely
affected;
(ix) since April 30, 2005, save as publicly announced, or as fairly
disclosed to Honeywell or its advisers by or on behalf of First Technology in
connection with the Offer prior to December 19, 2005, no member of the Wider
First Technology Group having:
(a) (save as between First Technology and, on a pre-emptive basis, any
member of the Wider First Technology Group or upon the exercise of rights to
subscribe for First Technology Shares pursuant to the exercise of options
granted under any of the First Technology Share Option Schemes on or prior to
April 30, 2005 or details of which have been fairly disclosed in writing to
Honeywell or its advisers by or on behalf of First Technology in connection with
the Offer prior to December 19, 2005, "disclosed options") issued or agreed to
issue or authorised or proposed the issue of additional shares of any class, or
of securities convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or transferred or sold any shares out of treasury (save for the transfer of
shares out of treasury on the exercise of disclosed options) or redeemed,
purchased or repaid any of its own shares or other securities or reduced or made
any other change to any part of its share capital;
(b) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise (other than to First Technology or a wholly-owned
subsidiary of First Technology);
(c) save for transactions between members of the First Technology Group,
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over (in each case other than in the ordinary course of
business) any assets or any rights, title or interest in any asset (including
shares and trade investments), which, in each case, is material in the context
of the Wider First Technology Group taken as a whole, or merged with or demerged
any body corporate or authorised or proposed or announced any intention to
propose any such merger, demerger, acquisition, disposal, transfer, mortgage,
charge or security interest (other than in the ordinary course of business);
(d) made or authorised or proposed or announced an intention to propose
any change in its loan capital or issued, authorised or proposed the issue of
any debentures;
(e) (save in the ordinary course of business or for transactions between
members of the First Technology Group) incurred or increased or become subject
to any indebtedness or liability (actual or contingent) which is material in the
context of the Wider First Technology Group taken as a whole;
(f) entered into or varied or authorised the entry into or variation of
any agreement, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(i) is of a long-term, onerous or unusual nature or magnitude or which
involves or could involve an obligation of such a nature or magnitude; or
(ii) could restrict the business of any member of the Wider First
Technology Group,
and in any case which is material in the context of the Wider First Technology
Group taken as a whole;
(g) entered into or varied in any material respect the terms of any
contract, agreement or arrangement with any of the directors of First Technology
or any other director or senior executive of any member of the Wider First
Technology Group;
(h) waived or compromised any claim other than in the ordinary course of
business in any case in a manner or on terms that are material in the context of
the Wider First Technology Group taken as a whole;
(i) taken any corporate action or had any legal proceedings instituted
or threatened against it or petition presented or order (in each case which is
not discharged within 21 days) made, in each case in relation to the suspension
of payments, moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed;
(j) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(k) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the Wider First Technology Group;
(l) made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for its
directors, employees or their dependants or the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis on which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(m) implemented, effected or authorised, proposed or announced its
intention to implement any composition, assignment, reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement (other than
the Offer);
(n) made any alteration to the memorandum or articles of association of
First Technology or any material alteration to the memorandum or articles of
association of any of First Technology's subsidiaries; or
(o) entered into any contract, commitment, agreement or arrangement or
passed any resolution with respect to, or announced an intention to, or to
propose to effect, any of the transactions, matters or events referred to in
this condition (ix);
(x) since April 30, 2005, and save as publicly announced, or as fairly
disclosed to Honeywell or its advisers by or on behalf of First Technology in
connection with the Offer prior to December 19, 2005:
(a) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of First
Technology or any other member of the Wider First Technology Group that is
material in the context of the Wider First Technology Group taken as a whole;
(b) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced, implemented or threatened in
writing by or against or remaining outstanding against or in respect of any
member of the Wider First Technology Group or to which any member of the Wider
First Technology Group is or may become a party (whether as plaintiff, defendant
or otherwise) the effect of which is adverse to any member of the Wider First
Technology Group to an extent that in any case is material in the context of the
Wider First Technology Group taken as a whole;
(c) (other than as a result of the Offer) no enquiry or investigation by,
or complaint or reference to, any Third Party having been threatened in writing,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider First Technology Group which in
any such case is adverse to the interests of any member of the Wider First
Technology Group and is material in the context of the Wider First Technology
Group taken as a whole; and
(d) no contingent or other liability of any member of the Wider First
Technology Group having arisen or become apparent or increased which in any case
is material in the context of the Wider First Technology Group taken as a whole;
(xi) save as fairly disclosed to Honeywell or its advisers by or on behalf
of First Technology in connection with the Offer prior to December 19, 2005
Honeywell not having discovered since December 18, 2005:
(a) that any financial, business or other information concerning First
Technology or the Wider First Technology Group that has been disclosed at any
time by or on behalf of any member of the Wider First Technology Group whether
publicly, or to any member of the Wider Honeywell Group prior to December 19,
2005, is misleading, contains any misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not misleading and
which was not subsequently corrected before December 19, 2005 by disclosure
either publicly or otherwise to Honeywell, to an extent which in any such case
is material and adverse in the context of the Wider First Technology Group taken
as a whole and the acquisition of First Technology by Honeywell; or
(b) that any member of the Wider First Technology Group is subject to any
liability (actual or contingent) that has not been disclosed to any member of
the Wider Honeywell Group or publicly announced prior to December 19, 2005, and
which in any case is material in the context of the Wider First Technology Group
taken as a whole;
(c) any information which affects the import of any information disclosed
in writing at any time prior to December 19, 2005 by or on behalf of any member
of the Wider First Technology Group whether publicly or to Honeywell to an
extent which is material and adverse in the context of the Wider First
Technology Group taken as a whole and the acquisition of First Technology by
Honeywell;
(xii) save as publicly announced or as fairly disclosed to Honeywell or its
advisers by or on behalf of First Technology in connection with the Offer prior
to December 19, 2005, Honeywell not having discovered since December 18, 2005
that:
(a) any past or present member of the Wider First Technology Group has
not complied with all applicable legislation or regulations of any jurisdiction
or authorisations with regard to the use, treatment, handling, storage,
transport, release, disposal, discharge, carriage, spillage, leakage or emission
of any waste or hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to environmental matters
or the health and safety of any person, or that there has otherwise been any
such use, treatment, handling, storage, transport, release, disposal, discharge,
carriage, spillage, leakage or emission (whether or not this constituted a
non-compliance by any person with any legislation or regulations and wherever
the same may have taken place) which, in any case, would be likely to give rise
to any liability (whether actual or contingent) or cost on the part of any
member of the Wider First Technology Group which in any case is material in the
context of the Wider First Technology Group taken as a whole; or
(b) there is, or is likely to be, any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by or on behalf of any past or present
member of the Wider First Technology Group, or in which any such member may now
or previously have had or be deemed to have or have had an interest, or any
other property or any controlled waters under any environmental legislation,
regulation, notice, circular or order or other lawful requirement of any
relevant authority or Third Party or otherwise which in any case is material in
the context of the Wider First Technology Group taken as a whole; or
(c) that circumstances exist whereby a person or class of persons would
be likely to have a claim in respect of any product or process of manufacture or
materials used therein now or previously manufactured, sold or carried out by
any past or present member of the Wider First Technology Group which is or would
be material in the context of the Wider First Technology Group taken as a whole.
For the purposes of these conditions:
(a) 'Third Party' means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having 'intervened' if it has
decided to take, institute, implement, or threaten any action, proceeding, suit,
investigation or enquiry or reference, or made, enacted or proposed any statute,
regulation, decision, order or change to published practice, or taken any
measures or other steps or required any action to be taken or information to be
provided or otherwise having done anything and 'intervene' shall be construed
accordingly;
(c) 'authorisations' means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals;
(d) 'publicly announced' means fairly disclosed in the annual report and
accounts of First Technology for the year ended April 30, 2005 or otherwise
announced on or before December 18, 2005 by First Technology by the delivery of
an announcement to a Regulatory Information Service;
(e) 'the New Facility' means the credit facility arranged for First
Technology by HSBC Bank plc and The Royal Bank of Scotland plc announced by
First Technology on December 12, 2005; and
(f) 'the Wider First Technology Group' means First Technology and its
subsidiary undertakings, associated undertakings and any other undertaking in
which First Technology and such undertakings (aggregating their interests) have
a substantial interest and 'the Wider Honeywell Group' means Honeywell and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Honeywell and such undertakings (aggregating their interests) have a
substantial interest.
Subject to the requirements of the Panel, Honeywell reserves the right to waive
all or any of the above conditions, in whole or in part, except condition (i).
The Offer will lapse if it does not become or is not declared unconditional as
to acceptances. Further, the Offer will lapse unless conditions (ii) to (xii)
have been fulfilled or (if capable of waiver) waived, or, where appropriate,
have been determined by Honeywell to be or remain satisfied, by midnight on the
day which is 21 days after the date on which the Offer becomes or is declared
unconditional as to acceptances, or such later date as Honeywell may, with the
consent of the Panel, decide, provided that Honeywell shall be under no
obligation to waive or treat as fulfilled any of conditions (ii) to (xii)
inclusive by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that any such condition or the other
conditions of the Offer may at such earlier date have been fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
The Offer will lapse (unless otherwise agreed by the Panel) if a reference is
made to the Competition Commission or the European Commission either initiates
proceedings under Article 6(1)(c) of Council Regulation (EC) No 139/2004, as
amended, or makes a referral to a competent national authority under Article 9
(1) thereof and, having done so, the UK Competition Commission initiates an
in-depth investigation in relation to the acquisition of First Technology, in
any such case before the later of 3.00 pm (London time) on the first closing
date of the Offer and the date on which the Offer becomes or is declared
unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance and
Honeywell and accepting First Technology Shareholders shall thereupon cease to
be bound by Forms of Acceptance submitted at or before the time when the Offer
so lapses.
If Honeywell is required by the Panel to make an offer for First Technology
Shares under the provisions of Rule 9 of the Code, Honeywell may make such
alterations to the terms and conditions of the Offer as are necessary to comply
with the provisions of that Rule.
2. Certain further terms of the Offer
The First Technology Shares which are subject to the Offer will be acquired by
Honeywell fully paid, with full title guarantee and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and other
third party rights or interests of any nature whatsoever and together with all
rights now or hereafter attached thereto including, without limitation, the
right to receive and retain any dividend and other distribution, announced,
declared, made or paid on or after the date of this announcement.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
APPENDIX II
SOURCES AND BASES
In this announcement:
(i) Unless otherwise stated, financial information concerning First
Technology has been extracted from the Annual Report and Accounts of First
Technology for the year ended April 30, 2005.
(ii) Unless otherwise stated, financial information concerning Honeywell
has been extracted from the form of 10-K Honeywell for the year ended December
31, 2004.
(iii) The value of the issued share capital of First Technology is based
upon 75,395,762 First Technology Shares and excludes First Technology Shares
which could fall to be issued on exercise in full of options granted under the
First Technology Share Option Schemes.
(iv) The closing market price of a First Technology Share is the middle
market price extracted from the Daily Official List for the relevant day.
(v) First Technology announced on December 13, 2005 that, for the
purposes of Rule 2.10 of the Code, as at the close of business on December 12,
2005 there were 75,395,762 First Technology Shares in issue, the ISIN number for
which is GB0003391355.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Australia" the Commonwealth of Australia and its dependent territories
"business day" a day, not being a Saturday or a Sunday, on which banks in London
and New York are typically open for business
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985, as amended
"Daily Official List" the Daily Official List of the London Stock Exchange
"DrKW" Dresdner Kleinwort Wasserstein
"First Technology" First Technology plc
"First Technology Group" First Technology and its subsidiary undertakings and, where the
context permits, each of them
"First Technology Share Option the First Technology 1994 Executive Share Option Scheme, First
Schemes" Technology 2001 Executive Share Option Scheme, First Technology
1999 US Stock Option Plan, First Technology 2004 Savings Related
Share Option Scheme, First Technology 1998 Long Term Incentive
Plan, First Technology 1994 Savings Related Share Option Scheme
"First Technology Shareholders" holders of First Technology Shares
"First Technology Shares" the existing unconditionally allotted or issued ordinary shares of
10 pence each in the capital of First Technology (other than any
such shares that may be Treasury Shares while held by First
Technology) and any further such shares which are unconditionally
allotted or issued (including pursuant to the exercise of
outstanding options granted under the First Technology Share
Option Schemes) at or prior to the time at which the Offer closes
for acceptance (or, subject to the provisions of the Code, such
earlier time and/or date, not being earlier than the date on which
the Offer becomes unconditional as to acceptances or, if later,
the first closing date of the Offer, as Honeywell may decide)
"Form of Acceptance" the form of acceptance and authority for use by First Technology
Shareholders in connection with the Offer
"Honeywell" Honeywell International or, as the context requires, a wholly
owned subsidiary of Honeywell International incorporated with
limited liability under the laws of England and designated by
Honeywell International to make the Offer
"Honeywell Group" Honeywell International and its subsidiaries
"Honeywell International" Honeywell International Inc., a Delaware corporation
"Japan" Japan, its cities, prefectures, territories and possessions;
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer to be made by UBS on behalf of
Honeywell for all of the First Technology Shares on the terms and
subject to the conditions to be set out in the Offer Document and
in the Form of Acceptance including, where the context requires,
any subsequent revision, variation, extension or renewal of such
offer and includes any election available thereunder
"Offer Document" the document to be dispatched on behalf of Honeywell containing
the terms and conditions of the Offer
"Offer Period" the period which commenced on December 12, 2005, the date First
Technology issued an announcement confirming that it was in
discussions which may or may not lead to an offer being made for
the entire issued share capital of First Technology, and ending on
the first closing date of the Offer or, if later, the date the
Offer becomes or is declared unconditional as to acceptances or
lapses
"overseas shareholders" First Technology Shareholders residing in, or subject to, any
jurisdiction outside the UK
"Panel" The Panel on Takeovers and Mergers
"Regulatory Information Service" shall have the meaning given in Appendix 1.1 to the Listing Rules
of the UK Listing Authority
"subsidiary" shall be construed in accordance with the Companies Act
"subsidiary undertaking", shall have the meanings given by the Companies Act (but
"associated undertaking" and for these purposes ignoring paragraph 20(1)(b) of
"undertaking" Schedule 4A to the Companies Act)
"substantial interest" shall mean a direct or indirect interest in 20 per cent
or more of the equity capital of an undertaking
"Treasury Shares" any First Technology Shares which are for the time being held by
First Technology as treasury shares (within the meaning of Section
162A of the Companies Act)
"UBS or UBS Investment Bank" UBS Limited
"UK Listing Authority" the Financial Services Authority acting in its capacity
as the competent authority for listing under Part VI of
the Financial Services and Markets Act 2000
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its possessions and
territories, all areas subject to its jurisdiction or any
subdivision thereof, any State of the United States and
the District of Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
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