Honeywell International Inc 19 December 2005 Not for release, publication or distribution in or into Australia, Canada, Japan or the United States or any other jurisdiction where it would be unlawful to do so FOR IMMEDIATE RELEASE December 19, 2005 RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ON BEHALF OF Honeywell FOR First Technology Summary • The boards of Honeywell and First Technology announce that they have agreed the terms of a recommended all cash offer to be made by UBS on behalf of Honeywell for the entire issued and to be issued share capital of First Technology. • The Offer values each First Technology Share at 275 pence and the entire issued share capital of First Technology at approximately £207 million. First Technology Shares will be acquired under the Offer with the right to receive any dividend declared made or paid on or after December 19, 2005. • The price to be paid in the Offer represents a premium of: - approximately 35 per cent. to the closing middle market price of First Technology Shares of 203 pence on December 9, 2005, the last business day prior to the commencement of the Offer Period; and - approximately 24 per cent. to the closing middle market price of First Technology Shares of 2221/2 pence on December 16, 2005, the last practicable business day prior to this announcement. • The directors of First Technology, who have been so advised by DrKW, consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend that First Technology Shareholders accept the Offer, when made. • The directors of First Technology have provided irrevocable undertakings to Honeywell to accept the Offer in respect of their entire holdings of 333,215 First Technology Shares, in aggregate, representing approximately 0.4 per cent. of the issued share capital of First Technology. • Honeywell has also received irrevocable undertakings from other First Technology Shareholders to accept the Offer in respect of 24,968,920 First Technology Shares, in aggregate, representing approximately 33.1 per cent. of First Technology's issued share capital. • Accordingly, Honeywell has received irrevocable undertakings to accept the Offer from the holders of 25,302,135 First Technology Shares, in aggregate, representing approximately 33.6 per cent. of First Technology's issued share capital. Commenting on the Offer, David Cote, Chairman and Chief Executive Officer of Honeywell, said: "The First Technology acquisition further positions Honeywell as a global leader in the high-growth hazardous gas detection industry and builds on our recent acquisition of Zellweger Analytics, another leading gas detection company, by broadening our product offering with important gas sensing systems and instruments. The acquisition adds to the momentum we have generated throughout our ACS business and is consistent with our disciplined, decisive approach to acquisitions. We are pleased with the successful integration of our recent acquisitions, and will take the same rigorous and thoughtful approach to integrating First Technology into Honeywell." Frederick Westlake, Chairman of First Technology, said: "After careful consideration, the Board has unanimously decided to recommend the Offer to shareholders. The Offer provides Shareholders with the opportunity to realise fair value." This summary should be read in conjunction with the full text of this announcement. The Offer will be subject to the applicable requirements of the Code. The Offer Document and Form of Acceptance will contain the full terms and conditions of the Offer and will be despatched to First Technology Shareholders as soon as practicable. The conditions to and certain further terms of the Offer are set out in Appendix I to the following announcement. Appendix II contains information on sources and bases used in this summary and the following announcement. Defined terms in this summary have the respective meanings given to them in Appendix III to this announcement. Enquiries Honeywell Tel: +32 2 728-2588 Elma Peters UBS 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 Gestestner First Technology Tel: +44 (0) 20 7930-0777 Jeff Wood Oliver Burns DrKW Tel: +44 (0) 20 7623-8000 (Financial adviser and broker to First Technology) Mark Hammond Angus Kerr (Corporate Broking) UBS is acting for Honeywell in connection with the Offer and no one else and will not be responsible to anyone other than Honeywell for providing the protections afforded to customers of UBS or for providing advice in relation to the Offer. DrKW, which is regulated in the United Kingdom by the Financial Services Authority, is acting for First Technology as financial adviser and broker in connection with the Offer and no one else and will not be responsible to anyone other than First Technology for providing the protections afforded to customers of DrKW or for providing advice in relation to 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 will be made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. The Offer will not be 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 this announcement and 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 it into or from Australia, Canada, Japan or the United States. Doing so may render invalid any related purported acceptance of the Offer. These press-related materials are not an extension of the Offer in the US. In the event that Honeywell 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. 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. Not for release, publication or distribution in or into Australia, Canada, Japan or the United States or any other jurisdiction where it would be unlawful to do so FOR IMMEDIATE RELEASE December 19, 2005 RECOMMENDED CASH OFFER BY UBS INVESTMENT BANK ON BEHALF OF Honeywell FOR First Technology 1. Introduction The boards of Honeywell and First Technology announce that they have agreed the terms of a recommended all cash offer to be made by UBS on behalf of Honeywell for the entire issued and to be issued share capital of First Technology. 2. The Offer The Offer, which will be on the terms and subject to the conditions set out below and in Appendix I, and to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis: for each First Technology Share 275 pence in cash The Offer values the entire issued ordinary share capital of First Technology at approximately £207 million. First Technology Shares will be acquired under the Offer with the right to receive any dividend declared made or paid on or after December 19, 2005. The price to be paid in the Offer represents a premium of approximately 35 per cent. to the closing middle market price of First Technology Shares of 203 pence on December 9, 2005, the last business day prior to the commencement of the Offer Period and approximately 24 per cent. to the closing middle market price of First Technology Shares of 2221/2 pence on December 16, 2005, the last practicable business day prior to this announcement. Honeywell expects to fund the consideration payable under the Offer from existing cash resources and other facilities. 3. Recommendation The directors of First Technology, who have been so advised by DrKW, consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend that First Technology Shareholders accept the Offer, when made, as they have irrevocably committed to do in respect of their entire holdings of 333,215 First Technology Shares, representing approximately 0.4 per cent. of First Technology's issued share capital. 4. Irrevocable undertakings Honeywell has received irrevocable undertakings to accept the Offer from the following First Technology Shareholders: (a) the directors of First Technology, in respect of 333,215 First Technology Shares, in aggregate, representing approximately 0.4 per cent. of the issued share capital of First Technology; and (b) Aberforth Partners LLP, Artemis Investment Management Limited, Jupiter Asset Management Limited, Morley Fund Management Limited and Sterling Investment Group Limited in respect of 24,968,920 First Technology Shares, in aggregate, representing approximately 33.1 per cent. of the issued share capital of First Technology. The irrevocable undertakings provided by Bruce D Atkinson relating to 82,073 First Technology Shares, representing approximately 0.109 per cent. of the issued share capital of First Technology, Patrick Burgess relating to 7,500 First Technology Shares, representing approximately 0.010 per cent. of the issued share capital of First Technology, Oliver G Burns relating to 5,500 First Technology Shares, representing approximately 0.007 per cent. of the issued share capital of First Technology, Michael G Firth relating to 3,550 First Technology Shares, representing approximately 0.005 per cent. of the issued share capital of First Technology, Cody Z Slater relating to 15,000 First Technology Shares, representing approximately 0.020 per cent. of the issued share capital of First Technology, Dr Frederick J Westlake relating to 15,000 First Technology Shares, representing approximately 0.020 per cent. of the issued share capital of First Technology, Ralph R Whitney Jr. relating to 121,877 First Technology Shares, representing approximately 0.162 per cent. of the issued share capital of First Technology, and Jeff G Wood relating to 82,715 First Technology Shares, representing approximately 0.110 per cent. of the issued share capital of First Technology, First Technology will cease to be binding only if the Offer lapses or is withdrawn and will remain binding if a higher competing offer is made for First Technology. The irrevocable undertaking provided by Aberforth Partners LLP relating to 7,618,101 First Technology Shares, representing approximately 10.1 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer Document is not posted within 28 days of this announcement or in the event of an announcement of a competing offer representing at least a 10 per cent. premium to the value of the Offer. The irrevocable undertaking provided by Morley Fund Management Limited relating to 7,480,957 First Technology Shares, representing approximately 9.9 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 28 days of this announcement or in the event of an announcement of a competing offer representing at least a 5 per cent. premium to the value of the Offer. The irrevocable undertaking provided by Sterling Investment Group Limited relating to 3,496,708 First Technology Shares, representing approximately 4.6 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of such undertaking or in the event of an announcement of a competing offer representing at least a 10 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. The irrevocable undertakings provided by Artemis Investment Management Limited relating to 3,398,754 First Technology Shares, representing approximately 4.5 per cent. of the issued share capital of First Technology, and Jupiter Asset Management Limited relating to 2,974,400 First Technology shares, representing approximately 3.9 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of the date of such undertakings or in the event of an announcement of a competing offer representing at least a 10 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. In addition, UBS Global Asset (UK) Management has confirmed that it will enter into an irrevocable undertaking to accept the Offer in respect of the maximum number of First Technology Shares over which it has authority to give such an undertaking. The irrevocable undertaking would be in terms that it would cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of such undertaking or in the event of an announcement of a competing offer representing at least a 5 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. 5. Information on Honeywell Honeywell International is a diversified technology and manufacturing leader with estimated revenues of approximately US$27.6 billion in 2005, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty materials. Honeywell is organised into four business segments: aerospace, automation and control solutions (ACS), speciality materials and transportation systems. Honeywell's ACS division, which is expected to generate revenues of approximately US$9.4 billion in 2005, is an automation and control company providing products and solutions that deliver productivity, comfort, safety and reliability to customers around the world in industry, retail and residential settings. The life safety unit within ACS provides commercial fire alarms, advanced smoke detection products and home patient remote tracking. The Sensing and Control unit supplies sensors, switches, machine safeguarding and other devices for a variety of Original Equipment Manufacturers applications in the automotive, aviation, medical, information technology, consumer appliance and industrial businesses. Honeywell is headquartered in New Jersey, U.S.A. and its shares are traded on the New York, London, Chicago and Pacific Stock Exchanges. It is one of the 30 stocks that make up the Dow Jones Industrial Average and is also a component of the Standard & Poor's 500 Index. 6. Information on First Technology First Technology is an international sensing business operating in the fields of personal safety and the environment. The Group's subsidiaries are organised into the three main divisions: Gas Sensing, Automotive and Special Products and Safety and Analysis. Gas Sensing - First Technology's Gas Sensing division consists of BW Technologies, which is a leading provider of portable gas detection instruments and also designs and manufactures portable, fixed location and stand-alone instruments for the detection and quantification of hazardous gases; and the Sensors businesses, which offer a broad range of gas and other sensors that help to ensure human safety across a wide range of industries. Automotive and Special Products - First Technology's Automotive division designs and manufactures a range of sensors, crash switches and control devices addressing safety, security and comfort applications for automotive markets. Safety and Analysis - First Technology's Safety and Analysis division is the leading manufacturer by volume in the automotive crash-test dummies market, and offers a range of related products including load cells, strain gauge services and crash walls. First Technology has operations in the UK, US, Germany, the Dominican Republic and the Far East. First Technology is headquartered in Egham, United Kingdom, and its shares are traded on the London Stock Exchange. 7. Reasons for the Offer Honeywell's ACS division is a leading global supplier of life safety, security and building automation systems. Honeywell is committed to establishing a significant global presence for its gas detection business, as evidenced by its acquisition earlier this year of Zellweger Analytics, which expanded its breadth in gas analytics. First Technology's gas sensing and gas detection businesses would each be important, highly complementary additions to Honeywell's ACS Life Safety portfolio and each represents a material strategic and economic rationale for the transaction. Their products, technologies, customers and employees are expected to make important contributions to the future growth of Honeywell's ACS division. Honeywell will evaluate the strategic fit and potential synergies between ACS and First Technology's Automotive and Special Products and Safety and Analysis businesses. 8. First Technology Share Option Schemes If the Offer becomes or is declared unconditional in all respects, appropriate proposals will be made in due course to participants in the First Technology Share Option Schemes. 9. Management and employees Honeywell has given assurances to the directors of First Technology that, on the Offer becoming or being declared unconditional in all respects, the existing contractual and statutory employment rights, including pension rights, of all First Technology Group employees will be fully observed as required by applicable law. 10. Inducement fee arrangements First Technology has agreed to pay Honeywell an inducement fee equal to one per cent. of the issued and, to the extent permitted under the Code, to be issued share capital of First Technology calculated by reference to the Offer price (subject to upward adjustment by reference to such higher amount offered by Honeywell for First Technology), less any amounts payable as an inducement fee under the terms of an inducement fee letter entered into by First Technology with a third party in November 2005 (inclusive of any irrecoverable VAT), in certain circumstances. These include, subject to the further terms and conditions set out in the inducement fee letter and the timing of the relevant circumstance: (a) a sale of a material part of First Technology and its subsidiaries' businesses; (b) the announcement of a third party offer or proposal for First Technology that is recommended and/or at a price or value of 275 pence per share or higher; and/or (c) the announcement of a third party offer or proposal for First Technology at any price if specified requirements are satisfied concerning the shareholding in First Technology of the third party offeror (and its concert parties) and the level and nature of any irrevocable commitments to accept the third party offer for shares in First Technology that may have been obtained by the third party offeror. The inducement fee agreement contains certain other undertakings by First Technology including First Technology's agreement not to solicit or initiate the submission of any proposal or offer from any person other than Honeywell relating to a possible offer for or sale of the shares in First Technology or the sale of a material part of First Technology and its subsidiaries' businesses taken together. 11. Compulsory acquisition and de-listing If the Offer becomes or is declared unconditional in all respects and Honeywell receives sufficient acceptances under the Offer, it will be Honeywell's intention: (a) to exercise its rights pursuant to the provisions of sections 428 to 430F of the Companies Act to acquire compulsorily the remaining First Technology Shares to which the Offer relates; and (b) to procure that First Technology makes applications to the UK Listing Authority for the cancellation of the listing of First Technology Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading in First Technology Shares on its market for listed securities. Such cancellation of First Technology's listing and admission to trading will take effect no earlier than the expiry of 20 business days after (a) Honeywell has, by virtue of its shareholding (if any) and acceptances under the Offer, acquired or agreed to acquire 75 per cent. of the issued share capital of First Technology or (b) the first date of issue of compulsory acquisition notices under section 429 of the Companies Act. De-listing would significantly reduce the liquidity and marketability of any First Technology Shares not assented to the Offer. 12. Disclosure of interests in First Technology Honeywell has received irrevocable undertakings to accept the Offer in respect of a total of 25,302,135 First Technology Shares, representing approximately 33.6 per cent. of the issued share capital of First Technology. Save as set out in this announcement, as at December 16, 2005, the last practicable business day prior to this announcement, neither Honeywell nor, so far as Honeywell is aware, any person acting in concert with Honeywell, had an interest in or right to subscribe for relevant securities of First Technology or had any short position in relation to relevant securities of First Technology (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. 13. General The Offer will be subject to the applicable requirements of the Code. The Offer Document and Form of Acceptance will contain the full terms and conditions of the Offer and will be despatched to First Technology Shareholders as soon as practicable. In deciding whether or not to accept the Offer in respect of their First Technology Shares, First Technology Shareholders should rely on the information contained, and follow the procedures described, in the Offer Document and the Form of Acceptance. Appendix II contains details of sources and bases for this announcement. Appendix III contains definitions used in this announcement. Enquiries Honeywell Tel: +32 2 728-2588 Elma Peters UBS 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 Gestestner First Technology Tel: +44 (0) 20 7930-0777 Jeff Wood Oliver Burns DrKW Tel: +44 (0) 20 7623-8000 (Financial adviser and broker to First Technology) Mark Hammond Angus Kerr (Corporate Broking) UBS is acting for Honeywell in connection with the Offer and no one else and will not be responsible to anyone other than Honeywell for providing the protections afforded to customers of UBS or for providing advice in relation to the Offer. DrKW, which is regulated in the United Kingdom by the Financial Services Authority, is acting for First Technology as financial adviser and broker in connection with the Offer and no one else and will not be responsible to anyone other than First Technology for providing the protections afforded to customers of DrKW or for providing advice in relation to 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 will be made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. The Offer will not be 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 this announcement and 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 it into or from Australia, Canada, Japan or the United States. Doing so may render invalid any related purported acceptance of the Offer. These press-related materials are not an extension of the Offer in the US. In the event that Honeywell 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. 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. APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER The Offer, which will be made by UBS on behalf of Honeywell, will comply with the applicable rules of the Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition, the Offer will be subject to the terms and conditions to be set out in the Offer Document and Form of Acceptance. 1. Conditions of the Offer The Offer will be conditional upon: (i) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 3.00 pm (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Honeywell may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Honeywell 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 and/or any of its wholly-owned subsidiaries shall have acquired or agreed (unconditionally or subject only to conditions that will be fulfilled upon the Offer becoming or being declared unconditional in all respects) 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 including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any First Technology Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. For the purposes of this condition: (a) the expression 'First Technology Shares to which the Offer relates' shall be construed in accordance with sections 428 to 430F (inclusive) of the Companies Act; (b) First Technology Shares that have been unconditionally allotted but not issued shall be deemed to carry the voting rights that they will carry upon issue; (c) First Technology Shares that cease to be held in treasury are First Technology Shares to which the Offer relates; and (d) valid acceptances shall be treated as having been received in respect of any First Technology Shares that Honeywell or any other member of the Wider Honeywell Group shall, pursuant to section 429(8) and, if applicable, section 430E of the Companies Act, be treated as having acquired or contracted to acquire by virtue of acceptances of the Offer; (ii) the New Facility continuing to be available to the Wider First Technology Group on the terms fairly disclosed to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005 and no lender under the New Facility having withheld an extension of credit or having terminated its obligations to make credit available thereunder or having demanded the repayment of any sums advanced under the New Facility prior to the due date for payment thereof; (iii) no Third Party having intervened in any way and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which would or might reasonably be expected (in any case to an extent which is material in the context of the Wider Honeywell Group or the Wider First Technology Group, as the case may be, in each case, taken as a whole) to: (a) make the Offer or its implementation or the acquisition or proposed acquisition by Honeywell or any other member of the Wider Honeywell Group of any shares or control of First Technology, or any other member of the Wider First Technology Group, void, unenforceable and/or illegal in any jurisdiction or otherwise directly or indirectly restrain, restrict, prohibit, prevent, materially delay or otherwise interfere with the implementation thereof, or impose material additional conditions or obligations with respect to the Offer or such acquisition or control, or otherwise challenge, impede or hinder the Offer or its implementation, or require amendment to the terms of the Offer or the acquisition or proposed acquisition of any First Technology Shares by Honeywell or by any other member of the Wider Honeywell Group or the acquisition of control of First Technology by Honeywell; (b) require, prevent, or materially delay the divestiture or alter the terms of any proposed divestiture by Honeywell or any other member of the Wider Honeywell Group or by First Technology or any other member of the Wider First Technology Group of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any material part thereof; (c) limit or materially delay the ability of any member of the Wider Honeywell Group or any member of the Wider First Technology Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of the First Technology Shares or to exercise voting or management control over any member of the Wider Honeywell Group or any member of the Wider First Technology Group; (d) except pursuant to Part XIIIA of the Companies Act in connection with the Offer, require any member of the Wider Honeywell Group or of the Wider First Technology Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) or interest in any member of either group or any asset owned by any third party; (e) require, prevent or materially delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Honeywell Group of any shares or other securities (or the equivalent) in First Technology; (f) limit to a material extent the ability of any member of the Wider Honeywell Group or of the Wider First Technology Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Honeywell Group or of the Wider First Technology Group; (g) result in any member of the Wider First Technology Group ceasing to be able to carry on business under any name under which it presently does so; or (h) otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider First Technology Group or of the Wider Honeywell Group, and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction, in respect of the Offer or the acquisition or proposed acquisition of any First Technology Shares or control of First Technology by Honeywell or any other member of the Wider Honeywell Group, having expired, lapsed or been terminated; (iv) to the extent that Council Regulation (EC) 139/2004 of January 20, 2004, on the control of concentrations between undertakings ("ECMR") may be applied, the Offer is conditional on the European Commission indicating, in terms reasonably satisfactory to Honeywell, that in connection with the proposed acquisition of control of the First Technology Group by Honeywell, or any matter arising therefrom, it does not intend to initiate proceedings under Article 6(1) (c) of the ECMR; (v) to the extent that the Enterprise Act 2002 may be applied, the Offer is conditional on the Office of Fair Trading, or the appropriate Minister in the United Kingdom, indicating, in terms reasonably satisfactory to Honeywell, that the proposed acquisition of First Technology by Honeywell or any matter arising therefrom (including, but not limited to, any public interest consideration) or related thereto will not be referred to the Competition Commission and the deadline for appealing such a decision to the Competition Appeals Tribunal having expired; (vi) all necessary notifications, filings and applications having been made, all regulatory and statutory obligations in any relevant jurisdiction having been complied with, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulations of any relevant jurisdiction including but not limited to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired, lapsed or been terminated in each case in respect of the Offer or the acquisition or proposed acquisition of any First Technology Shares or control of First Technology or any other member of the Wider First Technology Group by any member of the Wider Honeywell Group or the carrying on by any member of the Wider First Technology Group of its business, except where the failure to make any such notification or filing, or comply with any such obligation, or the fact that any such period has not expired, lapsed or been terminated, individually or in the aggregate, is not likely to have a materially adverse effect on the Wider Honeywell Group or the Wider First Technology Group, as the case may be, in each case, taken as a whole; (vii) all authorisations and determinations necessary or appropriate in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any First Technology Shares or control of First Technology or any other member of the Wider First Technology Group by any member of the Wider Honeywell Group or in relation to the continuation of the business of any member of the Wider First Technology Group having been obtained, in terms and in a form satisfactory to Honeywell, from all relevant Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider First Technology Group has entered into contractual arrangements that are material in the context of the Wider First Technology Group taken as a whole and such authorisations and determinations, together with all authorisations and determinations necessary or appropriate for any member of the Wider First Technology Group to carry on its business, remaining in full force and effect and there being no notice or intimation of any intention to revoke or not renew or suspend, restrict or modify any of the same in any such case in so far as is material in the context of the Wider Honeywell Group or Wider First Technology Group, as the case may be, in each case, taken as a whole; (viii) except as publicly announced by First Technology, or as fairly disclosed to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005, there being no provision of any agreement, arrangement, licence or other instrument to which any member of the Wider First Technology Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any event or circumstance, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any First Technology Shares or control of First Technology or any other member of the Wider First Technology Group by any member of the Wider Honeywell Group or otherwise, could or might reasonably be expected to result in, (in any case to an extent that is or would be material in the context of the Wider First Technology Group taken as a whole): (a) any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity, or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn; (b) any such agreement, arrangement, licence or other instrument, or the rights, liabilities, obligations or interests or business of any member of the Wider First Technology Group thereunder, or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder; (c) any member of the Wider First Technology Group ceasing to be able to carry on its business under any name under which it presently does so; (d) any asset or interest of or used by any member of the Wider First Technology Group being or falling to be disposed of or changed or ceasing to be available to any member of the Wider First Technology Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider First Technology Group, in each case otherwise than in the ordinary course of business; (e) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider First Technology Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable; (f) the creation of any liability (actual or contingent) by any member of the Wider First Technology Group otherwise than in the ordinary course of business; or (g) the value of or the financial or trading position or prospects of any member of the Wider First Technology Group being prejudiced or adversely affected; (ix) since April 30, 2005, save as publicly announced, or as fairly disclosed to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005, no member of the Wider First Technology Group having: (a) (save as between First Technology and, on a pre-emptive basis, any member of the Wider First Technology Group or upon the exercise of rights to subscribe for First Technology Shares pursuant to the exercise of options granted under any of the First Technology Share Option Schemes on or prior to April 30, 2005 or details of which have been fairly disclosed in writing to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005, "disclosed options") issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or of securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury (save for the transfer of shares out of treasury on the exercise of disclosed options) or redeemed, purchased or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital; (b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise (other than to First Technology or a wholly-owned subsidiary of First Technology); (c) save for transactions between members of the First Technology Group, acquired or disposed of or transferred, mortgaged or charged or created any security interest over (in each case other than in the ordinary course of business) any assets or any rights, title or interest in any asset (including shares and trade investments), which, in each case, is material in the context of the Wider First Technology Group taken as a whole, or merged with or demerged any body corporate or authorised or proposed or announced any intention to propose any such merger, demerger, acquisition, disposal, transfer, mortgage, charge or security interest (other than in the ordinary course of business); (d) made or authorised or proposed or announced an intention to propose any change in its loan capital or issued, authorised or proposed the issue of any debentures; (e) (save in the ordinary course of business or for transactions between members of the First Technology Group) incurred or increased or become subject to any indebtedness or liability (actual or contingent) which is material in the context of the Wider First Technology Group taken as a whole; (f) entered into or varied or authorised the entry into or variation of any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (i) is of a long-term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude; or (ii) could restrict the business of any member of the Wider First Technology Group, and in any case which is material in the context of the Wider First Technology Group taken as a whole; (g) entered into or varied in any material respect the terms of any contract, agreement or arrangement with any of the directors of First Technology or any other director or senior executive of any member of the Wider First Technology Group; (h) waived or compromised any claim other than in the ordinary course of business in any case in a manner or on terms that are material in the context of the Wider First Technology Group taken as a whole; (i) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order (in each case which is not discharged within 21 days) made, in each case in relation to the suspension of payments, moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed; (j) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (k) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider First Technology Group; (l) made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation; (m) implemented, effected or authorised, proposed or announced its intention to implement any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Offer); (n) made any alteration to the memorandum or articles of association of First Technology or any material alteration to the memorandum or articles of association of any of First Technology's subsidiaries; or (o) entered into any contract, commitment, agreement or arrangement or passed any resolution with respect to, or announced an intention to, or to propose to effect, any of the transactions, matters or events referred to in this condition (ix); (x) since April 30, 2005, and save as publicly announced, or as fairly disclosed to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005: (a) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of First Technology or any other member of the Wider First Technology Group that is material in the context of the Wider First Technology Group taken as a whole; (b) no litigation or arbitration proceedings, prosecution or other legal proceedings having been instituted, announced, implemented or threatened in writing by or against or remaining outstanding against or in respect of any member of the Wider First Technology Group or to which any member of the Wider First Technology Group is or may become a party (whether as plaintiff, defendant or otherwise) the effect of which is adverse to any member of the Wider First Technology Group to an extent that in any case is material in the context of the Wider First Technology Group taken as a whole; (c) (other than as a result of the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider First Technology Group which in any such case is adverse to the interests of any member of the Wider First Technology Group and is material in the context of the Wider First Technology Group taken as a whole; and (d) no contingent or other liability of any member of the Wider First Technology Group having arisen or become apparent or increased which in any case is material in the context of the Wider First Technology Group taken as a whole; (xi) save as fairly disclosed to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005 Honeywell not having discovered since December 18, 2005: (a) that any financial, business or other information concerning First Technology or the Wider First Technology Group that has been disclosed at any time by or on behalf of any member of the Wider First Technology Group whether publicly, or to any member of the Wider Honeywell Group prior to December 19, 2005, is misleading, contains any misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected before December 19, 2005 by disclosure either publicly or otherwise to Honeywell, to an extent which in any such case is material and adverse in the context of the Wider First Technology Group taken as a whole and the acquisition of First Technology by Honeywell; or (b) that any member of the Wider First Technology Group is subject to any liability (actual or contingent) that has not been disclosed to any member of the Wider Honeywell Group or publicly announced prior to December 19, 2005, and which in any case is material in the context of the Wider First Technology Group taken as a whole; (c) any information which affects the import of any information disclosed in writing at any time prior to December 19, 2005 by or on behalf of any member of the Wider First Technology Group whether publicly or to Honeywell to an extent which is material and adverse in the context of the Wider First Technology Group taken as a whole and the acquisition of First Technology by Honeywell; (xii) save as publicly announced or as fairly disclosed to Honeywell or its advisers by or on behalf of First Technology in connection with the Offer prior to December 19, 2005, Honeywell not having discovered since December 18, 2005 that: (a) any past or present member of the Wider First Technology Group has not complied with all applicable legislation or regulations of any jurisdiction or authorisations with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, carriage, spillage, leakage or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, carriage, spillage, leakage or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider First Technology Group which in any case is material in the context of the Wider First Technology Group taken as a whole; or (b) there is, or is likely to be, any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by or on behalf of any past or present member of the Wider First Technology Group, or in which any such member may now or previously have had or be deemed to have or have had an interest, or any other property or any controlled waters under any environmental legislation, regulation, notice, circular or order or other lawful requirement of any relevant authority or Third Party or otherwise which in any case is material in the context of the Wider First Technology Group taken as a whole; or (c) that circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider First Technology Group which is or would be material in the context of the Wider First Technology Group taken as a whole. For the purposes of these conditions: (a) 'Third Party' means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction; (b) a Third Party shall be regarded as having 'intervened' if it has decided to take, institute, implement, or threaten any action, proceeding, suit, investigation or enquiry or reference, or made, enacted or proposed any statute, regulation, decision, order or change to published practice, or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and 'intervene' shall be construed accordingly; (c) 'authorisations' means authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, permissions, exemptions and approvals; (d) 'publicly announced' means fairly disclosed in the annual report and accounts of First Technology for the year ended April 30, 2005 or otherwise announced on or before December 18, 2005 by First Technology by the delivery of an announcement to a Regulatory Information Service; (e) 'the New Facility' means the credit facility arranged for First Technology by HSBC Bank plc and The Royal Bank of Scotland plc announced by First Technology on December 12, 2005; and (f) 'the Wider First Technology Group' means First Technology and its subsidiary undertakings, associated undertakings and any other undertaking in which First Technology and such undertakings (aggregating their interests) have a substantial interest and 'the Wider Honeywell Group' means Honeywell and its subsidiary undertakings, associated undertakings and any other undertaking in which Honeywell and such undertakings (aggregating their interests) have a substantial interest. Subject to the requirements of the Panel, Honeywell reserves the right to waive all or any of the above conditions, in whole or in part, except condition (i). The Offer will lapse if it does not become or is not declared unconditional as to acceptances. Further, the Offer will lapse unless conditions (ii) to (xii) have been fulfilled or (if capable of waiver) waived, or, where appropriate, have been determined by Honeywell to be or remain satisfied, by midnight on the day which is 21 days after the date on which the Offer becomes or is declared unconditional as to acceptances, or such later date as Honeywell may, with the consent of the Panel, decide, provided that Honeywell shall be under no obligation to waive or treat as fulfilled any of conditions (ii) to (xii) inclusive by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that any such condition or the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. The Offer will lapse (unless otherwise agreed by the Panel) if a reference is made to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) No 139/2004, as amended, or makes a referral to a competent national authority under Article 9 (1) thereof and, having done so, the UK Competition Commission initiates an in-depth investigation in relation to the acquisition of First Technology, in any such case before the later of 3.00 pm (London time) on the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances. If the Offer lapses it will cease to be capable of further acceptance and Honeywell and accepting First Technology Shareholders shall thereupon cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses. If Honeywell is required by the Panel to make an offer for First Technology Shares under the provisions of Rule 9 of the Code, Honeywell may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule. 2. Certain further terms of the Offer The First Technology Shares which are subject to the Offer will be acquired by Honeywell fully paid, with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attached thereto including, without limitation, the right to receive and retain any dividend and other distribution, announced, declared, made or paid on or after the date of this announcement. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. APPENDIX II SOURCES AND BASES In this announcement: (i) Unless otherwise stated, financial information concerning First Technology has been extracted from the Annual Report and Accounts of First Technology for the year ended April 30, 2005. (ii) Unless otherwise stated, financial information concerning Honeywell has been extracted from the form of 10-K Honeywell for the year ended December 31, 2004. (iii) The value of the issued share capital of First Technology is based upon 75,395,762 First Technology Shares and excludes First Technology Shares which could fall to be issued on exercise in full of options granted under the First Technology Share Option Schemes. (iv) The closing market price of a First Technology Share is the middle market price extracted from the Daily Official List for the relevant day. (v) First Technology announced on December 13, 2005 that, for the purposes of Rule 2.10 of the Code, as at the close of business on December 12, 2005 there were 75,395,762 First Technology Shares in issue, the ISIN number for which is GB0003391355. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: "Australia" the Commonwealth of Australia and its dependent territories "business day" a day, not being a Saturday or a Sunday, on which banks in London and New York are typically open for business "Code" the City Code on Takeovers and Mergers "Companies Act" the Companies Act 1985, as amended "Daily Official List" the Daily Official List of the London Stock Exchange "DrKW" Dresdner Kleinwort Wasserstein "First Technology" First Technology plc "First Technology Group" First Technology and its subsidiary undertakings and, where the context permits, each of them "First Technology Share Option the First Technology 1994 Executive Share Option Scheme, First Schemes" Technology 2001 Executive Share Option Scheme, First Technology 1999 US Stock Option Plan, First Technology 2004 Savings Related Share Option Scheme, First Technology 1998 Long Term Incentive Plan, First Technology 1994 Savings Related Share Option Scheme "First Technology Shareholders" holders of First Technology Shares "First Technology Shares" the existing unconditionally allotted or issued ordinary shares of 10 pence each in the capital of First Technology (other than any such shares that may be Treasury Shares while held by First Technology) and any further such shares which are unconditionally allotted or issued (including pursuant to the exercise of outstanding options granted under the First Technology Share Option Schemes) at or prior to the time at which the Offer closes for acceptance (or, subject to the provisions of the Code, such earlier time and/or date, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer, as Honeywell may decide) "Form of Acceptance" the form of acceptance and authority for use by First Technology Shareholders in connection with the Offer "Honeywell" Honeywell International or, as the context requires, a wholly owned subsidiary of Honeywell International incorporated with limited liability under the laws of England and designated by Honeywell International to make the Offer "Honeywell Group" Honeywell International and its subsidiaries "Honeywell International" Honeywell International Inc., a Delaware corporation "Japan" Japan, its cities, prefectures, territories and possessions; "London Stock Exchange" London Stock Exchange plc "Offer" the recommended cash offer to be made by UBS on behalf of Honeywell for all of the First Technology Shares on the terms and subject to the conditions to be set out in the Offer Document and in the Form of Acceptance including, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder "Offer Document" the document to be dispatched on behalf of Honeywell containing the terms and conditions of the Offer "Offer Period" the period which commenced on December 12, 2005, the date First Technology issued an announcement confirming that it was in discussions which may or may not lead to an offer being made for the entire issued share capital of First Technology, and ending on the first closing date of the Offer or, if later, the date the Offer becomes or is declared unconditional as to acceptances or lapses "overseas shareholders" First Technology Shareholders residing in, or subject to, any jurisdiction outside the UK "Panel" The Panel on Takeovers and Mergers "Regulatory Information Service" shall have the meaning given in Appendix 1.1 to the Listing Rules of the UK Listing Authority "subsidiary" shall be construed in accordance with the Companies Act "subsidiary undertaking", shall have the meanings given by the Companies Act (but "associated undertaking" and for these purposes ignoring paragraph 20(1)(b) of "undertaking" Schedule 4A to the Companies Act) "substantial interest" shall mean a direct or indirect interest in 20 per cent or more of the equity capital of an undertaking "Treasury Shares" any First Technology Shares which are for the time being held by First Technology as treasury shares (within the meaning of Section 162A of the Companies Act) "UBS or UBS Investment Bank" UBS Limited "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for listing under Part VI of the Financial Services and Markets Act 2000 "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "US" or "United States" the United States of America, its possessions and territories, all areas subject to its jurisdiction or any subdivision thereof, any State of the United States and the District of Columbia This information is provided by RNS The company news service from the London Stock Exchange