First Technology PLC 25 January 2006 Offer update - replacement This announcement replaces the previous RNS announcement reference 4538X released at 16:33 25 Jan 06, and is amended to include notification that the announcement is 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. All other information remains unchanged. 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 Offer update First Technology PLC ("First Technology" or the "Company") The Board of First Technology notes the announcement made today by Honeywell International Inc. ("Honeywell") regarding its increased offer for the Company at 385 pence per share. The Board also notes the announcement from Danaher Corporation ("Danaher") that its offer for First Technology remains at 330 pence per share and will not be increased. The Board of First Technology is pleased to recommend unanimously the increased Honeywell offer. In so doing, the Board withdraws its recommendation of the Danaher offer. Dr Fred J Westlake, Chairman of First Technology, commented: "The increased offer from Honeywell provides full and fair value to First Technology shareholders and represents a substantial premium to the offer from Danaher. "The companies' compelling strategic fit and complementary growth cultures will provide customers with a broad global array of innovative products and technologies. The marriage of First Technology's leadership in portable gas detectors with Honeywell's leadership in fixed gas detectors provides significant growth opportunities and operational synergies. First Technology will be able to expand its global reach through Honeywell's established sales and distribution channels. Both companies place a high priority on quickly bringing innovative new sensor products and technologies to market that meet the needs of customers. We are confident that this combination will best allow First Technology to reach its full potential." Enquiries: First Technology Jeff Wood Tel: +44 (0) 1784 221 500 Oliver Burns Dresdner Kleinwort Wasserstein (financial adviser and broker to First Technology) Mark Hammond Tel: +44 (0) 20 7623 8000 Angus Kerr (Corporate Broking) Cardew Group (public relations adviser to First Technology) Anthony Cardew Tel: +44 (0) 20 7930 0777 Nadja Vetter Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the Financial Services Authority, is acting for First Technology and for no one else in connection with the contents of this announcement and will not be responsible to anyone other than First Technology for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited or for affording advice in relation to the contents of this announcement or any matters referred to herein. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1 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 purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of First Technology by the offeror or the offeree company, 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, which can also be found on the Panel's website. 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. This information is provided by RNS The company news service from the London Stock Exchange