Honeywell International Inc 01 February 2005 Not for release, publication or distribution in or into Australia, Canada, Japan or the United States FOR IMMEDIATE RELEASE February 1, 2005 HONEYWELL INTERNATIONAL INC. LEVEL OF ACCEPTANCES AND EXTENSION OF OFFERS Recommended cash offers by JPMorgan on behalf of Honeywell Acquisitions Limited (a wholly-owned subsidiary of Honeywell International Inc.) for Novar plc 1. Level of acceptances Honeywell announces that, as at 3.00 p.m. on January 31, 2005, Honeywell Acquisitions had received valid acceptances of the Offers in respect of 315,625,294 Novar Ordinary Shares representing approximately 73.15 per cent. of Novar's issued ordinary share capital and 114,671,179 Novar Preference Shares representing approximately 90.82 per cent. of Novar's issued preference share capital. As set out in the Offer Document dated January 10, 2005, January 31, 2005 was the first closing date of the recommended cash offers for Novar. Prior to the announcement of the Offers on December 13, 2004, Honeywell had received irrevocable undertakings to accept (or procure the acceptance of) the Ordinary Offer from the directors of Novar in respect of their own beneficial holdings of, in aggregate, 208,132 Novar Ordinary Shares, representing approximately 0.05 per cent. of Novar's issued ordinary share capital. Honeywell had also received an irrevocable undertaking from Active Value to accept the Ordinary Offer in respect of 72,028,859 Novar Ordinary Shares, representing approximately 16.70 per cent. of Novar's issued ordinary share capital. Acceptances received pursuant to irrevocable undertakings in respect of 72,062,996 Novar Ordinary Shares representing approximately 16.70 per cent. of Novar's issued ordinary share capital are included in the level of acceptances of Novar Ordinary Shares referred to above. Save as disclosed in this announcement or in the Offer Document, neither Honeywell nor the Offeror, nor any persons acting or deemed to be acting in concert with Honeywell or the Offeror, held any Novar Shares (or rights over any Novar Shares) prior to the Offer Period and neither Honeywell nor the Offeror nor any persons acting or deemed to be acting in concert with Honeywell or the Offeror, have acquired or agreed to acquire any Novar Shares (or rights over any Novar Shares) since the commencement of the Offer Period. 2. Extension of Offers The Offers have been extended and will remain open for acceptance, subject to the terms and conditions contained in the Offer Document, until 3.00 p.m. (London time) on February 21, 2005. Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Forms of Acceptance so as to be received as soon as possible and, in any event, by not later than 3.00 p.m. (London time) on February 21, 2005. Any further extensions of the Offers will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offers were otherwise due to expire, or such later time or date as the Panel may agree. Terms defined in the Offer Document have the same meanings in this announcement. Enquiries: JPMorgan Tel: +44 (0) 20 7742 4000 Larry Slaughter Eamon Brabazon Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571 Anthony Carlisle 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 Offers or otherwise. JPMorgan, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Honeywell and the Offeror in connection with the Offers and no one else and will not be responsible to anyone other than Honeywell or the Offeror for providing the protections afforded to customers of JPMorgan or for providing advice in relation to the Offers. The contents of this announcement have been approved by J.P. Morgan plc of 125 London Wall, London EC2Y 5AJ. The directors of the Offeror 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 the Offeror 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 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 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. 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 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. This information is provided by RNS The company news service from the London Stock Exchange