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Honeywell Intl (HON)

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Friday 17 March, 2006

Honeywell Intl

Update on Regulatory Process

Honeywell International Inc
17 March 2006

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


                                                                  March 17, 2006


                          HONEYWELL INTERNATIONAL INC.

                          UPDATE ON REGULATORY PROCESS


UBS, on behalf of Honeywell Acquisitions II Limited, announces the following
update on the anti-trust process in relation to the increased cash offer of 385
pence per First Technology Share for First Technology (the 'Offer') made by UBS
on behalf of Honeywell Acquisitions II 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').


Antitrust Update


Honeywell Acquisitions II is pleased to report that all regulatory clearances
required to satisfy the regulatory condition of the Offer have been obtained.


Outstanding Conditions


As announced on February 28, 2006 the Offer was extended and remains open for
acceptance, subject to the terms and conditions set out in the Offer Document
and set out or referred to in the Increased Offer Document, until 1.00 p.m.
(London time) on March 24, 2006 (the final date on which the Offer must either
be declared unconditional as to acceptances or must lapse).


Update on Acceptances


By way of update, as at 3.00 p.m. (London time) on March 16, 2006, aggregate
holdings acquired through market purchases of and the exercise of options to
acquire First Technology Shares, First Technology Shares subject to the
irrevocable undertakings to accept the Offer, unexercised options to acquire
First Technology Shares that are not subject to the irrevocable undertakings to
accept the Offer and acceptances of the Offer comprise a total of 48,995,373
First Technology Shares representing in aggregate approximately 65.0 per cent of
First Technology's existing issued share capital.

This amount includes:


  • 7,477,121 First Technology Shares representing approximately 9.9 per cent
    of First Technology's existing issued share capital acquired as a result of
    on-market purchases on 16 January, 2006 and the partial exercise of options
    granted on 24 January, 2006 and exercised on 25 January, 2006.


  • 22,368,758 First Technology Shares representing approximately 29.7 per
    cent of First Technology's existing issued share capital subject to the
    irrevocable undertakings to accept the Offer. Acceptances in respect of
    31,550 shares under irrevocable undertakings remain outstanding.


  • 100,000 unexercised options to acquire First Technology Shares
    representing approximately 0.1 per cent of First Technology's existing
    issued share that are not subject to the irrevocable undertakings to accept
    the Offer.


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


Next Steps


Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Increased Offer Document and in
the Form of Acceptance so as to be received as soon as possible and, in any
event, by not later than 1.00 p.m. (London time) on March 24, 2006. Any further
extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on
the business day following the day on which the Offer was otherwise due to
expire, or such later time or date as the Panel may agree.


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


The Offer is conditional upon various conditions set out in Appendix I to the
Offer Document. These conditions comprise:


(i)    an 'acceptance condition' under which valid acceptances of the Offer must
be received (and not, were permitted, withdrawn) in respect of not less than 90
per cent, (or such lesser percentage as Honeywell Acquisitions II may decide) in
nominal value of the First Technology Shares to which the Offer relates,
provided that this condition shall not be satisfied unless Honeywell
Acquisitions II and/or any of its wholly-owned subsidiaries shall have acquired
or agreed to acquire (pursuant to the Offer or otherwise) First Technology
Shares carrying in aggregate more than 50 per cent of the voting rights then
normally exercisable at a general meeting of First Technology; and


(ii)   other conditions. As at the time of this announcement Honeywell
Acquisitions II is not aware of any matter or circumstances that would
constitute a breach or failure to satisfy any other conditions on which
Honeywell Acquisitions II could rely to withdraw the Offer.


Subject to the requirements of the Panel, Honeywell Acquisitions II reserves the
right to waive all or any of the conditions of the Offer, in whole or in part,
other than the acceptance condition summarized in paragraph (i) above. You are
referred to Appendix I to the Offer Document for the full conditions of the
Offer and other information relating to the conditionality of the Offer.


This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer 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 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 Offer. In the event that Honeywell Acquisitions II
extends the Offer in the US at some future time, it will do so in satisfaction
of the procedural and filing requirements of the US securities laws at that
time, to the extent applicable thereto.


UBS Limited ('UBS' or 'UBS Investment Bank') is acting for Honeywell and
Honeywell Acquisitions II in connection with the 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 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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