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Honeywell Intl (HON)

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Friday 24 March, 2006

Honeywell Intl

Offer Update

Honeywell International Inc
24 March 2006

Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States


                                                                  March 24, 2006



                          HONEYWELL INTERNATIONAL INC.



OFFER UNCONDITIONAL IN ALL RESPECTS



     Recommended cash offers by UBS Investment Bank on behalf of Honeywell
 Acquisitions II Limited (a wholly-owned subsidiary of Honeywell International
Inc.) for First Technology plc (the 'Offer') pursuant to an offer document dated
   January 16, 2006 (the 'Offer Document') as revised by the increased offer
       document dated January 27, 2006 (the 'Increased Offer Document').





1. Offer declared unconditional in all respects



UBS, on behalf of Honeywell Acquisitions II, announces that the Offer is hereby
declared unconditional in all respects.  The Offer will remain open for
acceptance until further notice.



As at 3.00 p.m. (London time) on March 23, 2006, aggregating holdings acquired
through market purchases of and the exercise of options to acquire First
Technology Shares and acceptances of the Offer referred to below, Honeywell
Acquisitions II has acquired or contracted to acquire a total of 70,202,370
First Technology Shares representing in aggregate approximately 93.1 per cent of
First Technology's existing issued share capital.



The consideration due to accepting First Technology Shareholders is expected to
be despatched either on or before April 7, 2005 in respect of acceptances
complete in all respects and received not later than 1 p.m. (London time) on
March 24, 2006 or within 14 days of the date of receipt of further acceptances
which are valid and complete in all respects.



First Technology Shareholders are encouraged to continue to accept the Offer in
accordance with the unanimous recommendation of the First Technology board of
directors and to make their acceptances as soon as possible.



2. Acceptance levels, interests in First Technology Shares and irrevocable
undertakings to accept the Increased Offer



As at 3.00 p.m. (London time) on March 23, 2006, Honeywell Acquisitions II had
received valid acceptances of the Offer (which had not, where permitted, been
withdrawn) in respect of a total of 62,725,249 First Technology Shares
representing approximately 83.2 per cent. of First Technology's existing issued
share capital.

The level of acceptances of the Offer referred to above includes acceptances
received pursuant to irrevocable undertakings to accept the Offer from the
holders of a total of 18,095,684 First Technology Shares representing in
aggregate approximately 24.0 per cent. of First Technology's existing issued
share capital. No irrevocable undertakings remain outstanding.  The shares
acquired and acceptances of the Offer referred to above may be counted towards
the acceptance condition of the Offer.  None of the acceptances of the Offer
referred to above were received from persons acting in concert with Honeywell.



Following market purchases made on January 16, 2006, the announcement of the
grant of call options on January 24, 2006 and the partial exercise of such
options on January 25, 2006, Honeywell Acquisitions II immediately prior to this
announcement held:



• 7,477,121 First Technology Shares representing approximately 9.9 per cent. 
  of First Technology's existing issued share capital.

• unexercised options to acquire 6,482,452 First Technology Shares representing 
  approximately 8.6 per cent. of First Technology's existing issued share capital 
  which are now the subject of acceptances of the Offer and have been acquired 
   pursuant to the Offer,


representing, in aggregate, 13,959,573 First Technology Shares being
approximately 18.5 per cent. of First Technology's existing issued share
capital. 6,382,452 First Technology Shares that were the subject of the options
referred to above were also the subject of irrevocable undertakings from First
Technology Shareholders to accept the Offer, such number of options representing
approximately 8.5 per cent. of First Technology's existing issued share capital.



Save as referred to in this announcement, the Increased Offer Document or the
Original Offer Document, neither Honeywell Acquisitions II nor any person acting
in concert with Honeywell Acquisitions II, has an interest in or a right to
subscribe for relevant securities of First Technology or has any short position
(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 and neither Honeywell
Acquisitions II nor any person acting in concert with Honeywell Acquisitions II
has borrowed or lent relevant securities of First Technology, save for any
borrowed First Technology Shares which have been either on-lent or sold.



3.  De-listing of First Technology Shares



Notice is hereby given that Honeywell Acquisitions II will cause First
Technology to apply to the UK Listing Authority and the London Stock Exchange
immediately for the cancellation of the listing and admission to trading of
First Technology Shares.  It is anticipated that the cancellation of listing and
trading will take effect no earlier than 20 business days after the date of this
announcement.  Accordingly, it is expected that such cancellation will take
effect on April 25, 2006 or as soon as practicable thereafter.



4.  Commencement of compulsory acquisition procedures



Honeywell Acquisitions II has acquired or received acceptances under the Offer
in respect of 90 per cent. or more of the First Technology Shares to which the
Offer relates for the purposes of sections 428 to 430F of the Companies Act 1985
(the 'Act').  Accordingly, as soon as reasonably practicable, Honeywell
Acquisitions II will be despatching formal notices under section 429 of the Act
to acquire compulsorily all of the outstanding First Technology Shares in
respect of which valid acceptances have not yet been received.



Terms defined or referred to in the Increased Offer Document have the same
meanings in this announcement, save where the context otherwise requires.



Enquiries


UBS Investment Bank                                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 Gestetner




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
is being made solely by the Increased Offer Document, the Original Offer
Document and the Form of Acceptance accompanying the Increased Offer Document
which contains or refers to the full terms and conditions of the Offer including
details of how the Offer may be accepted.  The Increased Offer Document, the
Original Offer Document and Form of Acceptance are being made available to those
First Technology Shareholders who are able to receive them, as a result of the
laws of the jurisdictions in which they are resident.  First Technology
Shareholders should read the Increased Offer Document, the Original Offer
Document and Form of Acceptance (if they are able to receive them) as they
contain important information.  The availability of the Offer to First
Technology Shareholders not resident in or solely subject to the jurisdiction of
the United Kingdom may be affected by the laws of relevant jurisdictions.  First
Technology Shareholders who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of and observe any
applicable requirements.



The Directors of Honeywell Acquisitions II and members of the Executive
Committee accept responsibility for all information contained in this
announcement. To the best of the knowledge and belief of the directors of
Honeywell Acquisitions II and the members of the Executive Committee (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.



The Offer is not being 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 formal documentation
relating to the Original Offer and the Increased 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 them into or from Australia, Canada, Japan or the United
States.  Doing so may render invalid any related purported acceptance of the
Increased Offer.  In the event that Honeywell Acquisitions II extends the
Increased 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.



UBS Limited ('UBS' or 'UBS Investment Bank') is acting for Honeywell and
Honeywell Acquisitions II in connection with the Increased Offer and no one else
and will not be responsible to anyone other than Honeywell or Honeywell
Acquisitions II for providing the protections afforded to customers of UBS or
for providing advice in relation to the Increased Offer.



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.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.



Not for release, publication or distribution in or into Australia, Canada, Japan
or the United States.


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

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