Honeywell International Inc 07 March 2005 Not for release, publication or distribution in or into Australia, Canada, Japan or the United States FOR IMMEDIATE RELEASE March 7, 2005 HONEYWELL INTERNATIONAL INC. ECMR UPDATE Recommended cash offers by JPMorgan on behalf of Honeywell Acquisitions Limited (a wholly-owned subsidiary of Honeywell International Inc.) for Novar plc (the " Offers") 1. ECMR update In its announcement of February 22, 2005, Honeywell stated that, apart from the acceptance condition, the principal outstanding condition of the Offers was the application for clearance pursuant to Council Regulation (EC) 139/2004 ("ECMR") (see footnote). Honeywell has since that date responded comprehensively to all requests from the European Commission ("Commission"). Honeywell can now announce that only one issue remains to be resolved in order to obtain ECMR clearance. This issue relates to the overlap of Honeywell and Novar with respect to the sale of fire alarm systems in Italy. Novar's fire alarm business in Italy generated approximately Euro 8 million of sales in 2004. The Commission is still investigating whether this overlap creates a competition concern; Honeywell has submitted substantial evidence that it does not. However, pending the Commission's final view and in order to expedite the ECMR clearance process, Honeywell has submitted a proposed undertaking to the Commission that would involve the sale of Novar's fire alarm business in Italy to a third party. Honeywell is pleased to announce that the Commission has confirmed that it will initiate the market testing of the proposed undertaking immediately. Based on its current knowledge regarding the status of the outstanding conditions of the Offers, Honeywell Acquisitions firmly believes that it will be in a position to declare the Offers wholly unconditional by no later than the end of March, 2005, provided at least that it is in a position to declare the Offers unconditional with respect to acceptances on or before March 11, 2005. 2. Action Honeywell stated in its announcement of February 22, 2005 that the Offers were extended and would remain open for acceptance, subject to the terms and conditions contained in the Offer Document, until 1.00 p.m. (London time) on March 11, 2005 (the final date on which the Ordinary Offer must either be declared unconditional as to acceptances or must lapse). To ensure that the acceptance condition to the Ordinary Offer has every chance of being satisfied on or by March 11, 2005, Novar Shareholders are encouraged to continue to accept the Ordinary Offer (as well as the Preference Offer) in accordance with the unanimous recommendation of the Novar board of directors. Honeywell announces by way of update that, as at 3.30 p.m. (London time) on March 4, 2005, Honeywell Acquisitions had received valid acceptances of the Offers (which had not, where permitted, been withdrawn) in respect of 322,536,131 Novar Ordinary Shares representing approximately 74.75 per cent. of Novar's issued ordinary share capital and 119,202,702 Novar Preference Shares representing approximately 94.41 per cent. of Novar's issued preference share capital. 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 1.00 p.m. (London time) on March 11, 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 dated January 10, 2005 have the same meanings in this announcement. Footnote:- The Ordinary Offer is conditional upon the various conditions set out in Appendix I to the Offer Document. These conditions comprise: (i) an 'acceptance condition' under which valid acceptances of the Ordinary Offer must be received (and not, where permitted, withdrawn) in respect of not less than 90 per cent., (or such lesser percentage as Honeywell Acquisitions may decide) in nominal value of the Novar Ordinary Shares to which the Ordinary Offer relates, provided that this condition shall not be satisfied unless Honeywell Acquisitions and/or any of its wholly-owned subsidiaries shall have acquired or agreed 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; and (ii) other conditions including the ECMR condition. As at the time of this announcement Honeywell is not aware of any matter or circumstance that would constitute a breach or failure to satisfy any of such other conditions on which Honeywell could rely to withdraw the Offers except the ECMR condition and any acceptance related condition. Subject to the requirements of the Panel, Honeywell reserves the right to waive all or any of the conditions of the Offers, 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 Offers and other information relating to the conditionality of the Offers. Enquiries: JPMorgan Tel: +44 (0) 20 7742 4000 Larry Slaughter Eamon Brabazon Honeywell Tel: +32 2 728 2276 Ilse Schouteden 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