RNS Number:3109G
Novar PLC
13 December 2004

Novar plc



Response to offer document from Melrose PLC



Novar is today posting a document to shareholders setting out a response to
Melrose's offer document. The following is the text of the letter to
shareholders from Novar's Chairman, Sir Graham Hearne, attached to this
document.



"In addition to our enclosed defence document which sets out the reasons why you
should reject Melrose's offer, I am delighted to write to you today to make you
aware of the announcement today of a recommended cash offer for the whole of
Novar from Honeywell International Inc. ("Honeywell").



The terms of the recommended cash offer value each Novar ordinary share at 191.6
pence, made up of 185 pence in cash and a proposed second interim dividend of
6.6 pence. A loan note alternative will also be made available. Honeywell is
also offering Novar preference shareholders 103.625 pence cash per preference
share, being the preference share's redemption value, plus the final preference
dividend that would otherwise be payable on 1 June 2005.



On 10th November 2004 I wrote to you regarding the offer for Novar from Melrose.
In that letter I reminded shareholders that your Board is committed to
shareholder value and would take seriously any formal proposal it received. On
the terms indicated by Melrose, your Board considered both the indicated value
and its structure to be unappealing. The enclosed document summarises why we
believe that Melrose's offer fails to recognise Novar's value and in particular
that:



*         Novar has strategically well positioned businesses

*         Novar has delivered premium returns to shareholders

*         The value of Melrose's offer is uncertain

*         Melrose's strategy offers nothing new

*         Melrose's ownership would come at a substantial cost to Novar's
shareholders



Your board considers that the Honeywell offer represents an attractive price for
Novar shareholders and is a significantly more attractive proposition to
shareholders than the Melrose offer. Accordingly, your Board intends unanimously
to recommend that you accept the Honeywell offer, as the Board has irrevocably
undertaken to do in respect of their own beneficial holdings. A full offer
document relating to the Honeywell offer will be sent to you in due course.



I am naturally delighted that the efforts of Novar's management and employees
over a long period and the Board's action plans to maximise shareholder value
have delivered this attractive offer from Honeywell."



ENQUIRIES


Novar                                                       +44 (0) 1932 850850
Sir Graham Hearne, Chairman
Stephen Howard, Chief Executive

Cazenove & Co. Ltd                                          +44 (0)20 7588 2828
Nick Wiles
Piers Coombs

Credit Suisse First Boston (Europe) Limited                 +44 (0)20 7888 8888
Andrew Christie
Stuart Upcraft

Goldman Sachs International                                 +44 (0)20 7774 1000
Simon Dingemans
Basil Geoghegan

Finsbury Group                                              +44 (0)20 7251 3801
Roland Rudd
Edward Orlebar





Cazenove & Co. Ltd is acting as financial adviser and broker to Novar plc in
relation to the matters referred to in this announcement and no one else and
will not be responsible to anyone other than Novar plc for providing the
protections offered to clients of Cazenove & Co. Ltd nor for providing advice in
relation to the matters referred to in this announcement.



Credit Suisse First Boston (Europe) Limited is acting as financial adviser and
broker to Novar plc in relation to the matters referred to in this announcement
and no one else and will not be responsible to anyone other than Novar plc for
providing the protections offered to clients of Credit Suisse First Boston
(Europe) Limited nor for providing advice in relation to the matters referred to
in this announcement.



Goldman Sachs International is acting as financial adviser to Novar plc in
relation to the matters referred to in this announcement and no one else and
will not be responsible to anyone other than Novar plc for providing the
protections offered to clients of Goldman Sachs International nor for providing
advice in relation to the matters referred to in this announcement.



The directors of Novar plc are responsible for the information contained in this
document save that the sole responsibility accepted by the directors in respect
of information relating to Melrose plc has been to ensure that it has been
correctly compiled from published sources and is fairly reproduced and
presented. Subject as aforesaid, to the best of the knowledge and belief of the
directors of Novar plc (who have taken all reasonable care to ensure that such
is the case), the information contained in this document for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information. The directors of Novar plc accept
responsibility accordingly.




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