RNS Number:8896V
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 HONEYWELL FOR FIRST TECHNOLOGY

                       ADDITIONAL IRREVOCABLE UNDERTAKING


Further to the announcement ("Announcement") made this morning of the
recommended cash offer to be made by UBS Investment Bank on behalf on Honeywell
for First Technology, Honeywell announces that it has received an additional
irrevocable undertaking to accept the Offer.

The additional irrevocable undertaking is from UBS Global Asset Management (UK)
Limited and relates to 4,731,274 First Technology Shares, representing
approximately 6.3 per cent. of the issued share capital of First Technology
("UBS Irrevocable").

The UBS Irrevocable 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withdrawn, if the Offer Document is not posted within 30 days of such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 5 per cent. premium to the value of the Offer and which is not at
least matched by Honeywell.

Accordingly, aggregating the UBS Irrevocable with the other irrevocable
undertakings to accept the Offer already obtained by Honeywell as disclosed in
the Announcement, Honeywell has now received irrevocable undertakings to accept
the Offer from the holders of a total of 30,033,409 First Technology Shares
representing approximately 39.8 per cent. of First Technology's issued share
capital.

Details of all irrevocable undertakings to accept the Offer now obtained by
Honeywell are set out in the appendix to this announcement.

Defined terms in the Announcement have the same meanings when used in this
announcement and in the attached appendix, save where the context otherwise
requires.



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



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.

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.


                                    APPENDIX


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, Sterling
     Investment Group Limited and UBS Global Asset Management (UK) Limited in 
     respect of 29,700,194 First Technology Shares, in aggregate, representing 
     approximately 39.4 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.

The irrevocable undertaking provided by UBS Global Asset Management (UK) Limited
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 5 per cent. premium to
the value of the Offer and which is not at least matched by Honeywell.


-END -


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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