RNS Number:3096G
Honeywell International Inc
13 December 2004
Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States
FOR IMMEDIATE RELEASE
December 13, 2004
RECOMMENDED CASH OFFERS
BY J.P. MORGAN PLC
ON BEHALF OF
HONEYWELL INTERNATIONAL INC.
FOR
NOVAR PLC
Summary
* The boards of Honeywell and Novar announce that they have agreed the terms
of recommended all-cash offers to be made by JPMorgan on behalf of Honeywell for
the entire issued ordinary and preference share capital of Novar.
* The Ordinary Offer values each Novar Ordinary Share at 185 pence and the
entire issued ordinary share capital of Novar at #798 million. In addition,
holders of Novar Ordinary Shares will be entitled to retain a proposed second
interim dividend of 6.60 pence per Novar Ordinary Share, to be paid in lieu of a
final dividend for the year ending December 31, 2004, if the Offers become or
are declared unconditional in all respects.
* The price to be paid in the Ordinary Offer represents a premium of
approximately 49 per cent. to the closing middle market price of Novar Ordinary
Shares of 123.75 pence on November 3, 2004, the date immediately prior to the
announcement by Melrose of its possible cash and share bid, which represents a
significant improvement when compared with the unsolicited and hostile offer of
1 Melrose ordinary share and 45 pence in cash made by Melrose on November 29,
2004.
* The Preference Offer values each Novar Preference Share at 103.625 pence
and the entire issued preference share capital of Novar at #131 million. The
value of the Preference Offer comprises the redemption value of a Novar
Preference Share plus the final dividend that would otherwise be payable on June
1, 2005.
* The directors of Novar, who have been so advised by Cazenove, CSFB and
Goldman Sachs, consider the terms of the Offers to be fair and reasonable and
intend unanimously to recommend that Novar Shareholders accept the Offers, when
made. Cazenove is deemed to be a connected party to JPMorgan, Honeywell's
financial adviser, and Goldman Sachs is deemed to be a connected party to
Honeywell. CSFB is therefore acting as the independent financial adviser to
Novar for the purposes of providing independent advice to the board of Novar on
the Offers under Rule 3 of the Code. In providing advice to the directors of
Novar, Cazenove, CSFB and Goldman Sachs have taken into account the commercial
assessments of the directors of Novar.
* The directors of Novar have provided irrevocable undertakings to Honeywell
to accept the Offers in respect of their entire holdings of 208,132 Novar
Ordinary Shares, representing approximately 0.05 per cent. of the issued
ordinary share capital of Novar.
* Honeywell has received an irrevocable undertaking to accept the Ordinary
Offer from Active Value in respect of 72,028,859 Novar Ordinary Shares,
representing approximately 16.70 per cent. of the issued ordinary share capital
of Novar.
* Honeywell believes that its Offers are compelling for Novar
Shareholders
- The Offers provide Novar Shareholders with the opportunity of a full
cash exit from their shareholdings at a significant premium to Novar's pre-bid
speculation share price.
- The Ordinary Offer represents a multiple of 16.5 times Novar's
adjusted basic earnings per share, excluding goodwill amortisation and
exceptional items, of 11.2 pence for the year ended December 31, 2003.
* Honeywell believes Novar's Intelligent Building Systems (IBS) unit will
enhance its offering of security, fire and building controls products and
services, particularly in the UK and Germany, and expects Novar's IBS assets,
technology, business presence, customers and employees to contribute to the
growth of Honeywell's Automation and Control Solutions division going forward.
* Commenting on the Offers, David Cote, Chairman and Chief Executive
Officer of Honeywell, said:
"We are delighted to reach agreement with the board of Novar to acquire what we
believe is an important asset for us in our further expansion into the European
market. The Novar acquisition demonstrates our commitment to expanding our
offerings. Novar's IBS division fits perfectly into our growth strategy and
allows us to offer a more complete line of products across a broader geography."
* Stephen Howard, Chief Executive of Novar, said:
"The all cash offer from Honeywell represents a significantly more attractive
proposition to shareholders than Melrose's unsolicited and hostile cash and
share offer. It is a tribute to the management and employees of Novar that this
business has developed to the point that a company of Honeywell's stature is now
set to acquire the Novar Group."
This summary should be read in conjunction with the full text of this
announcement.
The Offers 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 Offers and will be despatched to Novar Shareholders as soon as
practicable.
The conditions to and certain further terms of the Offers 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
JPMorgan Tel: +44 (0) 20 7742 4000
Larry Slaughter
Eamon Brabazon
Citigate Dewe Robertson Tel: +44 (0) 20 7638 9571
Anthony Carlisle
Sarah Gestetner
Novar plc Tel: +44 (0) 1932 850 850
Sir Graham Hearne
Stephen Howard
Cazenove & Co. Ltd Tel: +44 (0) 20 7588 2828
Nick Wiles
Piers Coombs
Credit Suisse First Boston (Europe) Limited Tel: +44 (0) 20 7888 8888
Andrew Christie
Stuart Upcraft
Goldman Sachs International Tel: +44 (0) 20 7774 1000
Simon Dingemans
Basil Geoghegan
Finsbury Group Tel: +44 (0) 20 7251 3801
Roland Rudd
Edward Orlebar
JPMorgan, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Honeywell in connection with the Offers and no one else
and will not be responsible to anyone other than Honeywell for providing the
protections afforded to customers of JPMorgan or for providing advice in
relation to the Offers.
Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Novar as financial adviser and broker in connection
with the Offers and no one else and will not be responsible to anyone other than
Novar for providing the protections afforded to customers of Cazenove or for
providing advice in relation to the Offers.
CSFB, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Novar as financial adviser and broker in connection
with the Offers and no one else and will not be responsible to anyone other than
Novar for providing the protections afforded to customers of CSFB or for
providing advice in relation to the Offers.
Goldman Sachs, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Novar in connection with the Offers and no one
else and will not be responsible to anyone other than Novar for providing the
protections afforded to customers of Goldman Sachs or for providing advice in
relation to the Offers.
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. The Offers
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 Offers, including details of how the Offers may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offers
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 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 this
announcement and formal 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. These
press-related materials are not an extension of the Offers in the US or to or
for the account or benefit of US Persons. 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 Loan Notes to be issued pursuant to the Offers, if any, have not been, and
will not be, listed on any stock exchange. The Loan Notes will not be registered
under the US Securities Act, or under any relevant securities laws of any state
or other jurisdiction of the United States or the relevant securities laws of
Japan, nor have clearances been, nor will they be, obtained from the securities
commission or similar authority of any province or territory of Canada, nor has
a prospectus in relation to the Loan Notes been, nor will one be, lodged with or
registered by the Australian Securities and Investments Commission nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under such act or securities laws is available, Loan Notes
may not be offered, sold, re-sold or delivered, directly or indirectly, to, or
to or for the benefit of, US Persons, or in or into, or by use of the mails of,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national, state or other securities exchange of, Australia,
Canada, Japan or the United States, or any other jurisdiction in which an offer
of Loan Notes would constitute (or result in the Offers constituting) a
violation of relevant laws or require registration thereof, or to or for the
account or benefit of, any resident or person subject to the jurisdiction of
Australia, Canada, Japan or the United States.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
"relevant securities" (within the definition set out in the Code) of Novar, owns
or controls, or becomes the owner or controller of, directly or indirectly, one
per cent or more of any class of relevant securities of Novar is generally
required under the provisions of Rule 8 of the Code to notify a Regulatory
Information Service by not later than 12.00 noon on the business day following
the date of the transaction of every dealing in such relevant securities during
the period to the date on which the Ordinary Offer becomes or is declared
unconditional as to acceptances or lapses or is withdrawn. A copy of such
notification on the appropriate form should also be faxed to the Panel by that
time on +44 (0) 20 7236 7013. Dealings by Novar, Honeywell or their respective
"associates" (within the definition set out in the Code) in any class of
relevant securities of Novar or referable thereto until the end of such period
must also be so disclosed. Notification to the Panel should be made by fax on
+44 (0) 20 7256 9386. In the event of any doubt as to the application of these
requirements, the Panel should be consulted on +44 (0) 20 7638 0129.
Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States
FOR IMMEDIATE RELEASE
December 13, 2004
RECOMMENDED CASH OFFERS
BY J.P. MORGAN PLC
ON BEHALF OF
HONEYWELL INTERNATIONAL INC.
FOR
NOVAR PLC
1. Introduction
The boards of Honeywell and Novar announce that they have agreed the terms of
recommended all-cash offers to be made by JPMorgan on behalf of Honeywell for
the entire issued and to be issued ordinary and preference share capital of
Novar.
The directors of Novar, who have been so advised by Cazenove, CSFB and Goldman
Sachs, consider the terms of the Offers to be fair and reasonable and intend
unanimously to recommend that Novar Shareholders accept the Offers, when made,
as they have irrevocably committed to do in respect of their entire holdings of
208,132 Novar Ordinary Shares, representing approximately 0.05 per cent. of
Novar's issued ordinary share capital. Cazenove is deemed to be a connected
party to JPMorgan, Honeywell's financial adviser, and Goldman Sachs is deemed to
be a connected party to Honeywell. CSFB is therefore acting as the independent
financial adviser to Novar for the purposes of providing independent advice to
the board of Novar on the Offers under Rule 3 of the Code. In providing advice
to the directors of Novar, Cazenove, CSFB and Goldman Sachs have taken into
account the commercial assessments of the directors of Novar.
Honeywell has also received an irrevocable undertaking to accept the Ordinary
Offer from Active Value in respect of 72,028,859 Novar Ordinary Shares,
representing approximately 16.70 per cent. of Novar's issued ordinary share
capital.
2. The Offers
The Ordinary Offer and the Preference Offer, each of which will be on the
respective terms and subject to the respective 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:
The Ordinary Offer
for each Novar Ordinary Share 185 pence in cash
The Ordinary Offer values each Novar Ordinary Share at 185 pence and the entire
issued ordinary share capital of Novar at #798 million. In addition, holders of
Novar Ordinary Shares will be entitled to retain a proposed second interim
dividend of 6.60 pence per Novar Ordinary Share, to be paid in lieu of a final
dividend for the year ending December 31, 2004, if the Offers become or are
declared unconditional in all respects.
The Ordinary Offer represents a multiple of 16.5 times Novar's adjusted basic
earnings per share, excluding goodwill amortisation and exceptional items, of
11.2 pence for the year ended December 31, 2003, the last year for which audited
financial information on Novar is available.
The price to be paid in the Ordinary Offer represents a premium of approximately
49 per cent. to the closing middle market price of Novar Ordinary Shares of
123.75 pence on November 3, 2004, the date immediately prior to the announcement
by Melrose of its possible cash and share bid, which represents a significant
improvement when compared with the unsolicited and hostile offer of 1 Melrose
ordinary share and 45 pence in cash made by Melrose on November 29, 2004.
The Preference Offer
for each Novar Preference Share 103.625 pence in cash
The Preference Offer values each Novar Preference Share at 103.625 pence and the
entire issued preference share capital of Novar at #131 million. The value of
the Preference Offer comprises the redemption value of a Novar Preference Share
plus the final dividend that would otherwise be payable on June 1, 2005.
The Preference Offer will be conditional only upon the Ordinary Offer becoming
or being declared unconditional in all respects.
3. Loan Note Alternative
As an alternative to some or all of the cash consideration which would otherwise
be receivable by them under the Offers, Novar Shareholders (other than certain
overseas shareholders) who validly accept the Offers will be entitled to elect
to receive Loan Notes. The Loan Notes will be issued by the Offeror and
guaranteed by Honeywell.
The Loan Note Alternative will be made available on the following basis:
for every #1 of cash consideration under the Offers #1 nominal value of Loan
Notes
JPMorgan has advised that, in its opinion, based on market conditions on
December 10, 2004, being the last practicable date prior to this announcement,
if the Loan Notes had then been in issue, the value of the Loan Notes would have
been not less than 99.25 pence per #1 nominal value.
No Loan Notes will be issued unless, by the time the Offers become or are
declared unconditional in all respects, elections have been received for at
least #10 million nominal value of Loan Notes. If insufficient elections are
received, Novar Shareholders who validly accept the Offers and who validly elect
for the Loan Note Alternative will instead receive cash in accordance with the
terms of the Offers. Subject to this, the Loan Note Alternative will remain open
for so long as the Offers remain open for acceptance. The Loan Notes will not
be listed on any stock exchange.
The Loan Notes will bear interest (from the first date of issue of the first
Loan Note) at a rate of LIBOR minus 0.5 per cent., payable in arrears on June 30
and December 31 in each year, the first interest payment being made on June 30,
2005.
A holder of Loan Notes will be entitled to require the Offeror to redeem the
whole or part of his holding of Loan Notes at par together with accrued and
unpaid interest (subject to any requirement to deduct tax therefrom) up to (but
excluding) the date of redemption on any interest payment date falling on or
after December 31, 2005 by giving not less than 30 days' notice. The Offeror
will be entitled to redeem all the outstanding Loan Notes at par together with
accrued and unpaid interest (subject to any requirement to deduct tax therefrom)
up to (but excluding) the date of redemption on 30 days' notice if the aggregate
nominal amount of the Loan Notes outstanding at any time is #2.5 million or
less. Such redemption may not occur prior to June 30, 2006. Any Loan Notes not
previously redeemed or purchased or cancelled will be redeemed in full at par on
December 31, 2010, or, if that day is not a business day, the next following
business day together with accrued and unpaid interest (subject to any
requirement to deduct tax therefrom) up to (but excluding) that date.
4. Irrevocable undertakings
The Offeror has received irrevocable undertakings to accept the Offers from the
following Novar Shareholders:
(a) the directors of Novar, in respect of 208,132 Novar Ordinary Shares,
representing approximately 0.05 per cent. of the existing issued ordinary share
capital of Novar; and
(b) Active Value, in respect of 72,028,859 Novar Ordinary Shares,
representing approximately 16.70 per cent. of the existing issued ordinary share
capital of Novar.
The irrevocable undertakings provided by the directors of Novar will cease to be
binding only if the Offers lapse or are withdrawn and will remain binding if a
higher competing offer is made for Novar.
The irrevocable undertaking provided by Active Value will cease to be binding
only in the event of an announcement of a third party offer representing at
least a 10 per cent. premium to the aggregate value of the Ordinary Offer and
the proposed second interim dividend and which is not at least matched by
Honeywell.
5. Information on Honeywell
Honeywell is a diversified technology and manufacturing leader serving customers
worldwide with aerospace products and services; control technologies for
buildings, homes and industry; automotive products; power generation systems;
specialty chemicals, fibres, plastics; and advanced 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 US$8.0
billion in 2004, is a strategic business group applying sensing and control
expertise that helps create safer, more comfortable, more secure and more
productive environments. The building solutions business unit within ACS
provides HVAC (heating, ventilation and air conditioning) and building control
solutions and services, energy management solutions and services, security and
asset management solutions and services, enterprise building integration
solutions and building information services.
Honeywell is headquartered in Morris Township, New Jersey, USA and its shares
are traded on the New York, London, Chicago and Pacific stock exchanges.
Honeywell is a constituent of the Dow Jones Industrial Average and also a
component of the Standard and Poor's 500 Index.
6. Information on Novar
Novar, a UK listed holding company, operates internationally in three different
businesses.
Intelligent Building Systems (IBS) is a business with global reach, supplying
low voltage electrical safety, control and distribution products and services to
building operators, contractors and developers worldwide. With operations in
over 30 countries in North America, Europe, the Middle East, India, South East
Asia and China, Novar's intelligent building systems include a wide range of
high quality, offerings for fire detection and alarm, energy management and
environmental control, access control and intruder alarm, CCTV and electrical
and data connectivity. In 2003, Novar's IBS division achieved sales of #604
million and adjusted operating profit (excluding exceptional items,
restructuring charges and goodwill amortisation) of #36 million.
Indalex Aluminum Solutions (Indalex) is one of the leading aluminium extrusions
businesses in North America. Indalex has a network of plants across North
America and a strategic partnership providing substantial additional offshore
manufacturing capacity. Indalex has created a metals buying organisation which
is one of the largest independent buyers of aluminium billet in North America
and provides both design and engineering services, as well as fabrication and
finishing. The industries Indalex services are building and construction (both
residential and commercial), consumer durables, electrical and cable, machinery
and equipment, transportation and distribution, and automotive. In 2003, the
Indalex division achieved sales of almost #480 million and adjusted operating
profit (excluding exceptional items, restructuring charges and goodwill
amortisation) of #8 million.
Security Printing Services (SPS) operates a security printing business which
handles more than 55 million cheque orders a year and more than 17 million
customer and partner contacts annually on behalf of financial institutions in
the United States. The SPS division utilises a fully integrated, electronically
linked network of manufacturing facilities and customer service centres, and
serves more than 4,000 banking, credit union, and other financial institution
partners. In 2003, the SPS division achieved sales of #347 million and adjusted
operating profit (excluding exceptional items, restructuring charges and
goodwill amortisation) of #62 million.
7. Reasons for the Offers
Honeywell believes Novar's IBS unit will enhance its offering of security, fire
and building controls products and services, particularly in the UK and in
Germany, and support its strategy of global growth of these businesses.
Honeywell intends to integrate Novar's IBS unit into Honeywell's ACS division
which is expected to have 2004 full-year revenues of approximately US$8.0
billion and currently employs over 40,000 people worldwide.
Honeywell expects that Novar's IBS assets, its technology, business presence,
customers and employees will contribute to the growth of Honeywell's ACS
division going forward.
Honeywell does not intend to hold Novar's other business units - Security
Printing Services and Indalex Aluminum Solutions - in the long-term and expects
to pursue strategic alternatives for these units as soon as practicable.
Honeywell's preliminary assessment is that potential divestiture proceeds may be
US$1.0-1.5 billion, although there can be no certainty regarding the proceeds
from or timing of any such divestitures.
8. Novar Share Option Schemes
If the Offers become or are declared unconditional in all respects, appropriate
proposals will be made in due course to participants in the Novar Share Option
Schemes which will include a cashless exercise facility and, in the case of
participants in the Novar plc Savings Related Share Option Scheme and the Novar
plc 1999 Savings Related Share Option Scheme, proposals to pay a cash sum
which, on an after-tax basis, would compensate them for the profit that would
have arisen had they been able to continue saving and exercise their options for
an additional six months after the latest date permitted under the scheme.
9. Management and employees
Honeywell has given assurances to the directors of Novar that, on the Offers
becoming or being declared unconditional in all respects, the existing
contractual and statutory employment rights, including pension rights, of all
Novar Group employees will be observed at least to the extent required by
applicable law.
10. Inducement fee arrangements
Novar has agreed to pay to Honeywell an inducement fee of #6 million (inclusive
of VAT) in the event that:
(a) any other offer or proposal for all or a material part of Novar is
either: (i) announced prior to the Offers becoming or being declared
unconditional in all respects, lapsing or being withdrawn and is subsequently
successful, or (ii) the subject of speculation during such time and the subject
of an announcement within 90 days of the expiry of such period; and (iii) either
that and/or another offer or proposal announced during the currency of any such
prior offer or proposal is subsequently completed;
(b) the directors of Novar withdraw (or modify or qualify in a manner
adverse to Honeywell) their approval or recommendation of the Offers.
The inducement fee agreement contains certain other undertakings by Novar
including Novar's agreement not to solicit or initiate alternative proposals
that would be inconsistent with the implementation of the Offers.
11. Compulsory acquisition and de-listing
If the Ordinary Offer becomes or is declared unconditional in all respects and
the Offeror receives acceptances under the Ordinary Offer in respect of, and/or
otherwise acquires, at least 90 per cent. of the Novar Ordinary Shares to which
the Ordinary Offer relates, it will be the Offeror'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 Novar Ordinary
Shares to which the Ordinary Offer relates; and
(b) to procure that Novar makes applications to the UK Listing Authority
for the cancellation of the listing of Novar Ordinary Shares and Novar
Preference Shares on the Official List and to the London Stock Exchange for the
cancellation of trading in Novar Ordinary Shares and Novar Preference Shares on
its market for listed securities.
It is anticipated that the cancellation of Novar's listing and admission to
trading will take effect no earlier than the expiry of 20 business days after
the date on which the Offers become or are declared unconditional in all
respects. De-listing would significantly reduce the liquidity and marketability
of any Novar Shares not assented to the Offers.
12. Disclosure of interests in Novar
Honeywell has received irrevocable undertakings to accept the Ordinary Offer in
respect of a total of 72,236,991 Novar Ordinary Shares, representing
approximately 16.74 per cent. of the existing issued ordinary share capital of
Novar.
Save as set out in this announcement, as at December 12, 2004, the date
immediately prior to this announcement, neither Honeywell nor, so far as
Honeywell is aware, any person acting in concert with Honeywell, owns or
controls Novar Ordinary Shares or Novar Preference Shares or holds options to
purchase any Novar Ordinary Shares or Novar Preference Shares or has entered
into derivatives referenced to Novar Ordinary Shares or Novar Preference Shares
which remain outstanding.
13. General
The Offers 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 Offers and will be despatched to Novar Shareholders as soon as
practicable.
In deciding whether or not to accept the Ordinary Offer in respect of their
Novar Ordinary Shares or the Preference Offer in respect of their Novar
Preference Shares, Novar 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
JPMorgan Tel: +44 (0) 20 7742 4000
Larry Slaughter
Eamon Brabazon
Citigate Dewe Robertson Tel: +44 (0) 20 7638 9571
Anthony Carlisle
Sarah Gestetner
Novar Tel: +44 (0) 1932 850 850
Sir Graham Hearne
Stephen Howard
Cazenove & Co. Ltd Tel: +44 (0) 20 7588 2828
Nick Wiles
Piers Coombs
Credit Suisse First Boston (Europe) Limited Tel: +44 (0) 20 7888 8888
Andrew Christie
Stuart Upcraft
Goldman Sachs International Tel: +44 (0) 20 7774 1000
Simon Dingemans
Basil Geoghegan
Finsbury Group Tel: +44 (0) 20 7251 3801
Roland Rudd
Edward Orlebar
JPMorgan, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Honeywell in connection with the Offers and no one else
and will not be responsible to anyone other than Honeywell for providing the
protections afforded to customers of JPMorgan or for providing advice in
relation to the Offers.
Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Novar as financial adviser and broker in connection
with the Offers and no one else and will not be responsible to anyone other than
Novar for providing the protections afforded to customers of Cazenove or for
providing advice in relation to the Offers.
CSFB, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Novar as financial adviser and broker in connection
with the Offers and no one else and will not be responsible to anyone other than
Novar for providing the protections afforded to customers of CSFB or for
providing advice in relation to the Offers.
Goldman Sachs, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Novar in connection with the Offers and no one
else and will not be responsible to anyone other than Novar for providing the
protections afforded to customers of Goldman Sachs or for providing advice in
relation to the Offers.
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. The Offers
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 Offers, including details of how the Offers may be accepted.
The laws of the relevant jurisdictions may affect the availability of the Offers
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 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 this
announcement and formal 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. These
press-related materials are not an extension of the Offers in the US or to or
for the account or benefit of US Persons. 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 Loan Notes to be issued pursuant to the Offers, if any, have not been, and
will not be, listed on any stock exchange. The Loan Notes will not be registered
under the US Securities Act, or under any relevant securities laws of any state
or other jurisdiction of the United States or the relevant securities laws of
Japan, nor have clearances been, nor will they be, obtained from the securities
commission or similar authority of any province or territory of Canada, nor has
a prospectus in relation to the Loan Notes been, nor will one be, lodged with or
registered by the Australian Securities and Investments Commission nor have any
steps been taken, nor will any steps be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under such act or securities laws is available, Loan Notes
may not be offered, sold, re-sold or delivered, directly or indirectly, to, or
to or for the benefit of, US Persons, or in or into, or by use of the mails of,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national, state or other securities exchange of, Australia,
Canada, Japan or the United States, or any other jurisdiction in which an offer
of Loan Notes would constitute (or result in the Offers constituting) a
violation of relevant laws or require registration thereof, or to or for the
account or benefit of, any resident or person subject to the jurisdiction of
Australia, Canada, Japan or the United States.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
"relevant securities" (within the definition set out in the Code) of Novar, owns
or controls, or becomes the owner or controller of, directly or indirectly, one
per cent or more of any class of relevant securities of Novar is generally
required under the provisions of Rule 8 of the Code to notify a Regulatory
Information Service by not later than 12.00 noon on the business day following
the date of the transaction of every dealing in such relevant securities during
the period to the date on which the Ordinary Offer becomes or is declared
unconditional as to acceptances or lapses or is withdrawn. A copy of such
notification on the appropriate form should also be faxed to the Panel by that
time on +44 (0) 20 7236 7013. Dealings by Novar, Honeywell or their respective
"associates" (within the definition set out in the Code) in any class of
relevant securities of Novar or referable thereto until the end of such period
must also be so disclosed. Notification to the Panel should be made by fax on
+44 (0) 20 7256 9386. In the event of any doubt as to the application of these
requirements, the Panel should be consulted on +44 (0) 20 7638 0129.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFERS
The Offers, which will be made by JPMorgan on behalf of the Offeror, 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
Offers will be subject to the terms and conditions to be set out in the Offer
Document and related Form of Acceptance.
1. Conditions of the Ordinary Offer
The Ordinary Offer will be conditional upon:
(i) valid acceptances of the Ordinary Offer being received (and not, where
permitted, withdrawn) by not later than 3.00 pm (London time) on the first
closing date of the Ordinary Offer (or such later time(s) and/or date(s) as
Honeywell may, subject to the rules of the Code or with the consent of the
Panel, decide) in respect of not less than 90 per cent., (or such lesser
percentage as Honeywell may decide) in nominal value of the Novar Ordinary
Shares to which the Ordinary Offer relates, provided that, unless agreed by the
Panel, 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 Ordinary Offer
becoming or being declared unconditional in all respects) to acquire (pursuant
to the Ordinary Offer or otherwise) Novar Ordinary Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at a
general meeting of Novar including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attaching to any Novar Ordinary
Shares that are unconditionally allotted or issued before the Ordinary 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 'Novar Ordinary Shares to which the Ordinary Offer
relates' shall be construed in accordance with sections 428 to 430F (inclusive)
of the Companies Act;
(b) Novar Ordinary Shares that have been unconditionally allotted but not
issued shall be deemed to carry the voting rights that they will carry upon
issue;
(c) Novar Ordinary Shares that cease to be held in treasury are Novar
Ordinary Shares to which the Ordinary Offer relates; and
(d) valid acceptances shall be treated as having been received in respect
of any Novar Ordinary 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) Honeywell having acquired or agreed (unconditionally or subject only
to conditions that will be fulfilled upon the Ordinary Offer becoming or being
declared unconditional in all respects) to acquire (pursuant to the Ordinary
Offer, the Preference Offer or otherwise) Novar Shares representing in aggregate
at least 80 per cent. (or such lesser percentage as Honeywell may decide) of the
market value and the voting power of the issued and to be issued share capital
of Novar;
(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 be expected (in any case to an extent which is
material in the context of the Wider Honeywell Group or the Wider Novar Group,
as the case may be, in each case, taken as a whole) to:
(a) make the Offers or their implementation or the acquisition or
proposed acquisition by Honeywell or any other member of the Wider Honeywell
Group of any shares or other securities in, or control of, Novar or any other
member of the Wider Novar 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 Offers or such acquisition or control, or otherwise challenge, impede or
hinder the Offers or their implementation, or require amendment to the terms of
the Offers or the acquisition or proposed acquisition of any such shares or
securities by Honeywell or any other member of the Wider Honeywell Group, or the
acquisition of control of Novar 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 Novar or any other member of the Wider Novar 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 Novar Group to acquire or to hold or
to exercise effectively, directly or indirectly, all or any rights of ownership
in respect of shares or other securities in, or to exercise voting or management
control over, any member of the Wider Honeywell Group or any member of the Wider
Novar Group;
(d) except pursuant to Part XIIIA of the Companies Act in connection with
the Offers, require any member of the Wider Honeywell Group or of the Wider
Novar 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 Novar;
(f) limit to a material extent the ability of any member of the Wider
Honeywell Group or of the Wider Novar 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
Novar Group;
(g) result in any member of the Wider Novar 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 Novar 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
Offers or the acquisition or proposed acquisition of any shares or other
securities in, or control of, Novar 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 Offers are conditional on the European Commission indicating, in
terms reasonably satisfactory to Honeywell, that in connection with the proposed
acquisition of control of the Novar Group by Honeywell, or any matter arising
therefrom, it does not intend to initiate proceedings under Article 6(1)(c) of
the ECMR; in the event that a request under Article 9(2) of the ECMR has been
made, the European Commission indicating that it does not intend to make a
referral of the proposed acquisition of control of the Novar Group by Honeywell
or any matter arising therefrom to one or more competent authorities under
Article (9)(1) of the ECMR;
(v) 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
Offers or the acquisition or proposed acquisition of any shares or other
securities in, or control of, Novar or any other member of the Wider Novar Group
by any member of the Wider Honeywell Group or the carrying on by any member of
the Wider Novar Group of its business;
(vi) all authorisations and determinations necessary or appropriate in any
relevant jurisdiction for or in respect of the Offers or the acquisition or
proposed acquisition of any shares or other securities in, or control of, Novar
or any other member of the Wider Novar Group by any member of the Wider
Honeywell Group or in relation to the continuation of the business of any member
of the Wider Novar 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 Novar Group has entered into contractual arrangements that
are material in the context of the Wider Novar 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 Novar Group
to carry on its business, remaining in full force and effect and there being no
notice or intimation of any intention to revoke, suspend, restrict, modify or
not renew any of the same in any such case in so far as is material in the
context of the Wider Honeywell Group or Wider Novar Group, as the case may be,
in each case, taken as a whole;
(vii) except as publicly announced by Novar, or as fairly disclosed by or
on behalf of Novar to Honeywell or its advisers in connection with the Offers
prior to December 12, 2004, there being no provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider Novar
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 Offers or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Novar or any
other member of the Wider Novar 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 Novar
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 Novar 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 Novar 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 Novar
Group being or falling to be disposed of or changed or ceasing to be available
to any member of the Wider Novar 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 Novar 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 member of the Wider Novar 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 Novar 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 Novar Group being prejudiced or adversely affected;
(viii) since December 31, 2003, save as publicly announced, or save as
fairly disclosed by or on behalf of Novar to Honeywell or its advisers in
connection with the Offers prior to December 12, 2004, no member of the Wider
Novar Group having:
(a) (save as between Novar and, on a pre-emptive basis, any member of the
Wider Novar Group or upon the exercise of rights to subscribe for Novar Shares
pursuant to the exercise of options granted under any of the Novar Share Option
Schemes on or prior to December 31, 2003, or details of which have been fairly
disclosed in writing by or on behalf of Novar to Honeywell or its advisers in
connection with the Offers prior to December 12, 2004, "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 Novar or a wholly-owned subsidiary of
Novar);
(c) save for transactions between members of the Novar Group, acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over 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 Novar 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 Novar Group) incurred or increased or become subject to any
indebtedness or liability (actual or contingent) which is material in the
context of the Wider Novar Group taken as a whole;
(f) entered into, varied or authorised 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 Novar Group,
and in any case which is material in the context of the Wider Novar Group taken
as a whole;
(g) entered into or varied the terms of any contract, agreement or
arrangement with any of the Directors of Novar or any other director or senior
executive of any member of the Wider Novar 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 Novar 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 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, manager, 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 Novar 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 Offers);
(n) made any alteration to the memorandum or articles of association of
Novar or any material alteration to the memorandum or articles of association of
any of Novar'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) since December 31, 2003, and save as publicly announced, or as fairly
disclosed by or on behalf of Novar to Honeywell or its advisers in connection
with the Offers prior to December 31, 2004:
(a) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of Novar or any
other member of the Wider Novar Group that is material in the context of the
Wider Novar 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 Novar Group or to which any member of the Wider Novar 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 Board Group to an extent
which in any case is material in the context of the Wider Novar Group taken as a
whole;
(c) (other than as a result of the Offers) 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 Novar Group which
in any such case is adverse to the interests of any member of the Wider Novar
Group and is material in the context of the Wider Novar Group taken as a whole;
and
(d) no contingent or other liability of any member of the Wider Novar
Group having arisen or become apparent or increased which in any case is
material in the context of the Wider Novar Group taken as a whole;
(x) save as fairly disclosed by or on behalf of Novar to Honeywell or its
advisers in connection with the Offers prior to December 12, 2004, Honeywell not
having discovered since December 12, 2004:
(a) that any financial, business or other information concerning Novar or
the Wider Novar Group that has been disclosed at any time by or on behalf of any
member of the Wider Novar Group whether publicly, or to any member of the Wider
Honeywell Group prior to December 13, 2004, 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 12, 2004, 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 Novar Group taken as a whole and the acquisition of Novar
by Honeywell; or
(b) that any member of the Wider Novar 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 12, 2004, and which in
any case is material in the context of the Wider Novar Group taken as a whole;
(c) any information which affects the import of any information disclosed
in writing at any time prior to December 12, 2004, by or on behalf of any member
of the Wider Novar Group whether publicly or to Honeywell to an extent which is
material and adverse in the context of the Wider Novar Group taken as a whole
and the acquisition of Novar by Honeywell;
(xi) Honeywell not having discovered since December 12, 2004 that, save as
publicly announced or fairly disclosed by or on behalf of Novar to Honeywell or
its advisers in connection with the Offers prior to December 12, 2004:
(a) any past or present member of the Wider Novar Group has not complied
with all applicable legislation or regulations of any jurisdiction or
authorisations with regard to the storage, disposal, discharge, carriage,
spillage, leak 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, spillage, leak 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 Novar Group which in any case is material in the context of
the Wider Novar 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 Novar 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 Novar 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 Novar Group which is or would be
material in the context of the Wider Novar 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 Novar for the year ended December, 31 2003 or otherwise announced on
or before December 12, 2004 by Novar by the delivery of an announcement to a
Regulatory Information Service; and
(e) 'the Wider Novar Group' means Novar and its subsidiary undertakings,
associated undertakings and any other undertakings in which Novar 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 and, for
these purposes, 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Companies Act (but for this purpose
ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act) and
'substantial interest' means a direct or indirect interest in 20 per cent. or
more of the equity capital of an undertaking.
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 Ordinary Offer will lapse if it does not become or is not declared
unconditional as to acceptances. Further, the Offers will lapse unless
conditions (ii) to (xi) 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
Ordinary 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 (xi) 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 Offers 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.
Honeywell has agreed with Novar to treat any commitments required to secure an
Article 6(1)(b) ECMR decision as reasonably satisfactory to Honeywell provided
such commitments are not material in the context of the value of the Novar IBS
business taken as a whole.
The Offers will lapse (unless otherwise agreed by the Panel) if the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EC) No 139/2004, 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
Novar, before the later of 3.00 pm (London time) on the first closing date of
the Ordinary Offer and the date on which the Ordinary Offer becomes or is
declared unconditional as to acceptances.
If the Offers lapse they will cease to be capable of further acceptance and
Honeywell and accepting Novar Shareholders shall thereupon cease to be bound by
forms of acceptance submitted at or before the time when the Offers so lapse.
If Honeywell is required by the Panel to make an offer for Novar Ordinary Shares
under the provisions of Rule 9 of the Code, Honeywell may make such alterations
to the terms and conditions of the Offers as are necessary to comply with the
provisions of that Rule.
2. Conditions of the Preference Offer
The Preference Offer will be subject only to the Ordinary Offer becoming or
being declared unconditional in all respects.
3. Certain further terms of the Offers
The Novar Shares which are subject to the Offers 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 save for the proposed second
interim dividend of 6.60 pence per Novar Ordinary Share, to be paid in lieu of a
final dividend for the year ending December 31, 2004 if the Offers become or are
declared unconditional in all respects.
The availability of the Offers 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 Novar has
been extracted from the Annual Report and Accounts of Novar for the year ended
December 31, 2003.
(ii) Unless otherwise stated, financial information concerning Honeywell
has been extracted from Honeywell's form 10-K for the year ended December 31,
2003.
(iii) The value of the issued share capital of Novar is based upon
431,430,361 Novar Ordinary Shares and 126,254,460 Novar Preference Shares in
issue on December 9, 2004, as announced by Novar pursuant to Rule 2.10 of the
Code, and excludes Novar Shares which could fall to be issued on exercise in
full of options granted under the Novar Share Option Schemes.
(iv) The closing market price of a Novar Share is the middle market price
extracted from the Daily Official List for the relevant day.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Active Value" Active Value Fund Managers Limited
"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
"Cazenove" Cazenove & Co. Ltd
"Code" The City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985, as amended
"CSFB" Credit Suisse First Boston (Europe) Limited
"Daily Official List" the Daily Official List of the London Stock
Exchange
"Form of Acceptance" the form of acceptance, authority and election for
use by Novar Shareholders in connection with the
Offers
"Goldman Sachs" Goldman Sachs International
"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 Offers
"Honeywell Group" Honeywell International and its subsidiaries
"Honeywell International" Honeywell International Inc., a Delaware
corporation
"Japan" Japan, its cities, prefectures, territories and
possessions;
"JPMorgan" J.P. Morgan plc
"LIBOR" the London Inter-Bank Offered Rate for deposits in
sterling for a period of 6 months as published on
the relevant business day in London at or about
11am (London time)
"Loan Note Alternative" the alternative whereby Novar Shareholders (other
than certain overseas shareholders) validly
accepting the Offers may elect to receive Loan
Notes instead of some or all of the cash
consideration to which they would otherwise be
entitled under the Offers
"Loan Notes" the floating rate guaranteed unsecured loan notes
of Honeywell to be issued pursuant to the Loan Note
Alternative
"London Stock Exchange" London Stock Exchange plc
"Melrose" Melrose plc, which posted its cash and share offer
to Novar Shareholders on November 29, 2004
"Novar" Novar plc
"Novar Group" Novar and its subsidiary undertakings and, where
the context permits, each of them
"Novar Ordinary Shares" the existing unconditionally allotted or issued and
fully paid ordinary shares of 27 7/9 pence each in
the capital of Novar (other than any such shares
that may be Treasury Shares while held by Novar)
and any further such shares which are
unconditionally allotted or issued (including
pursuant to the exercise of outstanding options
granted under the Novar Share Option Schemes) prior
to the date on which the Ordinary Offer closes for
acceptance (or such earlier date or dates, not
being earlier than the date on which the Ordinary
Offer becomes unconditional as to acceptances or,
if later, the first closing date of the Ordinary
Offer, as Honeywell may decide)
"Novar Share Option the Novar plc Performance Partnership Plan, the
Schemes" Novar plc Executive Share Option Scheme, the Novar
plc 1996 Executive Share Option Scheme, the Novar
plc Savings Related Share Option Scheme and the
Novar plc 1999 Savings Related Share Option
Scheme
"Novar Shareholders" holders of Novar Shares
"Novar Preference Shares" the existing unconditionally allotted or issued and
fully paid convertible cumulative redeemable
preference shares of 16 2/3 pence each in the
capital of Novar (other than any such shares that
may be Treasury Shares while held by Novar) and any
further such shares which are unconditionally
allotted or issued prior to the date on which the
Preference Offer closes for acceptance (or such
earlier date or dates, not being earlier than the
date on which the Ordinary Offer becomes
unconditional as to acceptances or, if later, the
first closing date of the Ordinary Offer, as
Honeywell may decide)
"Novar Shares" Novar Ordinary Shares and/or Novar Preference
Shares, as the context requires
"Offer Document" the document to be despatched on behalf of the
Offeror containing the terms and conditions of the
Offers
"Offeror" a company to be formed by Honeywell for the purpose
of making the Offers which will be a wholly owned,
indirect subsidiary of Honeywell
"Offers" the Ordinary Offer and the Preference Offer
"Ordinary Offer" the recommended cash offer to be made by JPMorgan
on behalf of Honeywell or a wholly-owned subsidiary
of Honeywell for all of the Novar Ordinary Shares
on the terms and subject to the conditions to be
set out in the Offer Document and in the relevant
Form of Acceptance including, where the context
requires, any subsequent revision, variation,
extension or renewal of such offers or election
available thereunder
"overseas shareholders" Novar Shareholders residing in, or subject to, any
jurisdiction outside the UK
"Panel" The Panel on Takeovers and Mergers
"Preference Offer" the recommended cash offer to be made by JPMorgan
on behalf of Honeywell or a wholly-owned subsidiary
of Honeywell for all of the Novar Preference Shares
on the terms and subject to the conditions to be
set out in the Offer Document and in the relevant
Form of Acceptance including, where the context
requires, any subsequent revision, variation,
extension or renewal of such offers or election
available thereunder
"Regulatory Information any of the services set out in schedule 12 to the
Service" 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
"associated undertaking" and Act (but for this purposes ignoring paragraph 20
"undertaking" (1)(b) of 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 Novar Shares which are for the time being,
held by Novar as treasury shares (within the
meaning of Section 162A of the Companies Act)
"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
"US Persons" as defined in Regulation S under the US
Securities Act
"US Securities Act" the United States Securities Act of 1933, as
amended
This information is provided by RNS
The company news service from the London Stock Exchange
END
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