RNSArticle

Financial Services Authority

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES


1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:		Invensys plc
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights			X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached.
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:	ValueAct Capital Management, LLC; ValueAct Capital Management, L.P.; ValueAct Holdings GP, LLC; ValueAct Holdings, L.P. (collectively "ValueAct Indirect Holders") ValueAct Capital Master Fund, L.P.
4. Full name of shareholder(s) (if different from 3.):	ValueAct Capital Master Fund, L.P.
5. Date of the transaction and date on which the threshold is crossed or reached:	9 April 2013
6. Date on which issuer notified:	10 April 2013
7. Threshold(s) that is/are crossed or reached:	7%

8. Notified details:

A: Voting rights attached to shares

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights

Direct

Indirect

Direct

Indirect

ValueAct Indirect

Holders Ordinary

56,337,607

57,102,607

7.00%

ValueAct Capital

Master Fund, L.P.

Ordinary Shares

56,337,607

57,102,607

7.00%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date

Exercise/
Conversion Period

Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.

% of voting
rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date

Exercise/
Conversion period

Number of voting rights instrument refers to

% of voting rights

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

57,102,607

7.00%

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:

57,102,607 ordinary shares are held by ValueAct Capital Master Fund, L.P. VA Partners I, LLC is the general

partner of ValueAct Capital Master Fund, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct

Capital Master Fund, L.P. ValueAct Capital Management, LLC is the general partner of ValueAct Capital

Management, L.P. ValueAct Holdings, L.P. is the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and is the majority owner of the membership interests of VA Partners I, LLC. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P.

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease
to hold:

N/A

12. Date on which proxy holder will cease to hold
voting rights:

N/A

13. Additional information:

14. Contact name:

Steve Devany

15. Contact telephone number:

+44 20 3155 1301

Holding(s) in Company