RNSArticle

21 May 2013

Invensys plc ("Invensys" or the "Company")

· Announcement of terms of the return of £625 million to Invensys shareholders ("Shareholders") (the "Return of Cash")

· Return of 76.7 pence per existing ordinary share in the capital of the Company ("Existing Ordinary Share")

· 4 new ordinary shares ("New Ordinary Shares") for every 5 Existing Ordinary Shares (the "Share Capital Consolidation")

· Nil Cost Dealing Facilities made available to holders of 1,200 or fewer New Ordinary Shares

Invensys today confirms its intention to return approximately £625 million of the cash proceeds received from the Company's recent disposal of its Rail Division to Siemens through a return of 76.7 pence per Existing Ordinary Share to Shareholders on the register as at 6.00 p.m. on 11 June 2013 (the "Record Time"). The Return of Cash has been structured to allow Shareholders, subject to applicable overseas restrictions, to elect to receive their proceeds as immediate income, immediate capital, deferred capital or any combination of the three (the "Alternatives").

Key elements of the proposed Return of Cash:

· Shareholders, subject to restrictions in respect of US Shareholders and Shareholders with a registered address in a Restricted Territory or who are resident or located in a Restricted Territory (being any of the United States, Canada, Australia, New Zealand, Japan and the Republic of South Africa) (together, "Restricted Shareholders"), can elect to receive their cash proceeds of 76.7 pence per Existing Ordinary Share as (i) an immediate income payment (the "Income Option"), (ii) an immediate capital payment (the "Immediate Capital Option"), (iii) a capital payment deferred until after 6 April 2014 (the "Deferred Capital Option"), or (iv) any combination of the above;

· Shareholders who do not make a valid election, and all US Shareholders and other Restricted Shareholders, will be deemed to have elected for the Income Option in respect of ALL of their Return of Cash Entitlement;

· the Return of Cash is conditional upon shareholder approval, which will be sought at a general meeting of the Company to be held at 11.00 a.m. on Monday 10 June 2013 (the "General Meeting");

· the latest time and date for receipt of Shareholders' elections is 4.30 p.m. on 11 June 2013;

· cheques are expected to be despatched to Shareholders and payment by BACS are expected to be made by 3 July 2013 for the Income Option;

· cheques are expected to be despatched to Shareholders and CREST accounts are expected to be credited by 3 July 2013 for the Immediate Capital Option; and

· cheques are expected to be despatched to Shareholders and CREST accounts are expected to be credited by 21 April 2014 for the Deferred Capital Option.

Alongside the Return of Cash, the Company proposes a proportional consolidation of its ordinary share capital in order to maintain (subject to normal market fluctuations) the market price for Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the Return of Cash. Accordingly, Shareholders will receive 4 New Ordinary Shares for every 5 Existing Ordinary Shares held at the Record Time. The effect of this will be to reduce the number of Existing Ordinary Shares in issue to reflect the return of 76.7 pence per Existing Ordinary Share to Shareholders under the Return of Cash. However, Shareholders will own the same proportion of the Company as they did beforehand, subject to fractional entitlements and to any dilution as a result of issues of New Ordinary Shares to the Company's employee benefit trusts.

In addition, the Company has arranged for facilities to be made available to holders of 1,200 or fewer Existing Ordinary Shares at the Record Time with a registered address in the UK, any other EEA Country or Australia ("Small Shareholders"). The Nil Cost Dealing Facilities will give Small Shareholders the opportunity to sell all (but not some) of their New Ordinary Shares free of dealing costs and commissions, which are typically disproportionate for a holding of Ordinary Shares of this size.

On 15 May 2013 the Board recommended a final dividend for the full year ended 31 March 2013 of 2.85 pence per Existing Ordinary Share, amounting to £23 million in aggregate, such final dividend being subject to approval of Shareholders at the Company's Annual General Meeting. If the Share Capital Consolidation is approved by Shareholders at the General Meeting, the Board has recommended that the aggregate amount of the final dividend will remain £23 million but will be paid on the New Ordinary Shares resulting from the Share Capital Consolidation. As a result, the final dividend (if approved) will increase to 3.57 pence per New Ordinary Share.

A shareholder circular (the "Return of Cash Circular") containing the full terms and conditions of the Return of Cash, a notice convening the General Meeting and instructions to Shareholders on how to make an election for the form in which they wish to receive their proceeds of the Return of Cash, together with an election form and a proxy form, are expected to be posted to Shareholders later today. The Return of Cash Circular will also be available at the Company's website at www.invensys.com. A copy of the Return of Cash Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do.

Terms used in this announcement but which are otherwise undefined shall have the same meanings as set out in the Return of Cash Circular.

This summary should be read in conjunction with the full text of the announcement, including the cautionary statements therein, and the Return of Cash Circular.

Enquiries:

Invensys plc

Steve Devany

Tel: +44 (0)20 3155 1301

J.P. Morgan Cazenove

Dwayne Lysaght

James Robinson

Tel: +44 (0)20 7742 4000

FTI Consulting

Andrew Lorenz

Richard Mountain

Tel: +44 (0) 20 7269 7291

Equiniti Shareholder Helpline

Tel: 0871 384 2927 (and +44 121 415 0188 from outside the UK)

The Shareholder helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and will remain open until 11 July 2013. Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2927 are charged at 8 pence per minute (excluding VAT) plus your standard network charge. Calls to +44 121 415 0188 from outside the UK are chargeable at applicable international rates.

PROPOSED RETURN OF CASH TO SHAREHOLDERS

Invensys plc ("Invensys" or the "Company") announces today the return to Invensys shareholders ("Shareholders") of 76.7 pence per Existing Ordinary Share and the associated proportional Share Capital Consolidation.

INTRODUCTION

Following Invensys' recent announcement of the completion of the disposal of its Rail Division to Siemens, the Company announces further details of the return of £625 million to Invensys Shareholders (the "Return of Cash") and the associated Share Capital Consolidation. The Board is also taking this opportunity to provide those Shareholders with small holdings of New Ordinary Shares (1,200 or fewer) with facilities to sell them free of dealing costs.

Return of Cash

The Return of Cash will involve the Company returning 76.7 pence per Existing Ordinary Share to Shareholders. This amounts to approximately £625 million in aggregate and is consistent with the amount stated in previous announcements.

The Return of Cash has been structured with the objective of enabling Shareholders, subject to restrictions in respect of US Shareholders and other Restricted Shareholders, to elect to receive their cash proceeds of 76.7 pence per Existing Ordinary Share as:

· an immediate income payment (the "Income Option");

· an immediate capital payment (the "Immediate Capital Option");

· a capital payment deferred until after 6 April 2014 (the "Deferred Capital Option"); or

· any combination of the three above options.

The Deferred Capital Option is limited for technical legal and accounting reasons. In the unlikely event that this limit is exceeded, the Deferred Capital Option will be scaled back on a pro rata basis for those Shareholders who elected it.

This structure has been chosen to complete the Return of Cash because:

· it treats all Shareholders equally regardless of the size of their existing shareholdings in the Company; and

· it gives all Shareholders, subject to restrictions in respect of US Shareholders and other Restricted Shareholders, choice as to when and how they receive their cash.

It is important to note that Shareholders who do not make a valid election, and all US Shareholders and other Restricted Shareholders, will be deemed to have elected for the Income Option in respect of ALL of their Return of Cash Entitlement.

The Return of Cash is conditional upon shareholder approval, which will be sought at a general meeting of the Company to be held at 11.00 a.m. on Monday 10 June 2013 (the "General Meeting").

Share Capital Consolidation

As mentioned above, the Return of Cash is intended to result in the payment to Shareholders of approximately £625 million of cash by the Company from its balance sheet. It is anticipated that, as a result of the decrease in value of the Company due to the Return of Cash, there would, without a consolidation of the Company's share capital, be a corresponding decrease in the market price for Ordinary Shares in the Company.

In order to maintain (subject to normal market fluctuations) the market price for Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the Return of Cash, a proportional consolidation of the Company's share capital is also proposed. Shareholders will hold 4 New Ordinary Shares in substitution for every 5 Existing Ordinary Shares held at the Record Time. This mechanism is referred to in the Return of Cash Circular as the Share Capital Consolidation, further details of which are contained in paragraph 3 of Part IV of the Return of Cash Circular.

Nil Cost Dealing Facilities

The Company has arranged for facilities to be made available to certificated holders of 1,200 or fewer Existing Ordinary Shares at the Record Time with a registered address in the UK, any other EEA Country or Australia ("Small Shareholders"). The Nil Cost Dealing Facilities will give Small Shareholders the opportunity to sell all (but not some) of their Ordinary Shares free of dealing costs and commissions, which are typically disproportionate for a holding of Ordinary Shares of this size. Small Shareholders with a registered address in the UK or any other EEA Country will receive the proceeds of the sale of their Ordinary Shares in sterling while Small Shareholders with a registered address in Australia will receive the proceeds in Australian Dollars.

The Nil Cost Dealing Facilities are only being made available to Small Shareholders with a registered address in the UK, any other EEA Country and Australia.

THE RETURN OF CASH ALTERNATIVES

Each Shareholder (with the exception of US Shareholders and other Restricted Shareholders) will be able to choose between the three Alternatives described below as to how they receive their cash proceeds under the Return of Cash. This is intended to give Shareholders the flexibility to receive their cash proceeds as income, immediate capital, deferred capital or any combination of the three.

Each Alternative is expected to return 76.7 pence of cash per Existing Ordinary Share.

For legal and accounting reasons each of the Alternatives involves the Company issuing Shareholders with new shares depending on their election (so called "B Shares" and "C Shares"). These new shares will exist for the specific purpose of the Return of Cash and after will have no value for Shareholders and will in effect be extinguished.

Shareholders who do not make a valid election, and all US Shareholders and other Restricted Shareholders, will be deemed to have elected for the Income Option in respect of ALL of their Return of Cash Entitlement.

The following is a summary of the Alternatives. Shareholders should read the Return of Cash Circular in full to ensure that they understand the Alternatives, their Return of Cash Entitlement and the action they need to take.

Alternative 1 - Income Option

For shares validly elected (or deemed elected) to the Income Option, a Shareholder will receive a dividend of 76.7 pence for each Existing Ordinary Share held at the Record Time.

It is expected that the 76.7 pence per Existing Ordinary Share will become payable by 19 June 2013 and that the cash proceeds will be sent to relevant Shareholders by 3 July 2013.

Alternative 2 - Immediate Capital Option

For shares validly elected to the Immediate Capital Option, a Shareholder will receive a capital payment of 76.7 pence for each Existing Ordinary Share held at the Record Time.

It is expected that the 76.7 pence per Existing Ordinary Share will become payable by 19 June 2013 and the proceeds will be sent to relevant Shareholders by 3 July 2013.

Alternative 3 - Deferred Capital Option

For shares validly elected to the Deferred Capital Option, a capital payment of 76.7 pence per Existing Ordinary Share held at the Record Time will become payable by 14 April 2014 with the proceeds expected to be sent to relevant Shareholders by 21 April 2014.

There is a maximum limit on the number of Existing Ordinary Shares which can be elected to the Deferred Capital Option. In the unlikely event that this limit is exceeded, all elections under the Deferred Capital Option will be scaled back proportionately, with the balance of entitlements treated as if they had been elected under the Immediate Capital Option.

The three Alternatives summarised above are explained in further detail in paragraph 4 of Part IV of the Return of Cash Circular. Shareholders should read the Return of Cash Circular in full.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy and CREST proxy instructions for the General Meeting	11.00 a.m. on 6 June 2013
General Meeting	11.00 a.m. on 10 June 2013
Election Deadline: latest time and date for receipt of Forms of Election or TTE Instructions from CREST holders in relation to the Alternatives	4.30 p.m. on 11 June 2013
Latest time and date for dealings in Existing Ordinary Shares	4.30 p.m. on 11 June 2013
Record Time for entitlement to B Shares and/or C Shares and for the Share Capital Consolidation. Share register of Existing Ordinary Shares closed and Existing Ordinary Shares disabled in CREST	6.00 p.m. on 11 June 2013
Cancellation of trading of Existing Ordinary Shares. Admission of New Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities. Dealings commence in New Ordinary Shares	8.00 a.m. on 12 June 2013
CREST accounts credited with New Ordinary Shares	approximately 8.00 a.m. on 12 June 2013
B Shares issued pursuant to the Deferred Capital Option	8.00 a.m. on 12 June 2013
C Share Dividend becomes payable on C Shares issued pursuant to the Income Option and these C Shares automatically reclassify as Deferred Shares	By 19 June 2013
Redemption of B Shares under the Immediate Capital Option	By 19 June 2013
If applicable, J.P. Morgan Cazenove makes the Purchase Offer for C Shares issued pursuant to the Immediate Capital Option and/or the Deferred Capital Option by means of an announcement through a Regulatory Information Service	By 19 June 2013
Despatch of cheques or payment by BACS to mandated sterling bank accounts, in respect of proceeds under the Income Option	By 3 July 2013
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Immediate Capital Option	By 3 July 2013
Despatch of share certificates in respect of (i) New Ordinary Shares and (ii) B Shares issued in respect of elections for the Deferred Capital Option and, if applicable, despatch of cheques and CREST accounts credited in respect of fractional entitlements	By 3 July 2013
Redemption of B Shares issued under the Deferred Capital Option	Between 7 April and 14 April 2014
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Deferred Capital Option	By 21 April 2014

Notes:

All time references above are to London time.

These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on www.invensys.com.

TAX

A guide to certain UK tax consequences of the Return of Cash under current UK law and HM Revenue & Customs' practice is set out in paragraph 1 of Part VI of the Return of Cash Circular and a summary of certain United States tax consequences of the Income Option for Shareholders under current United States tax law is set out in paragraph 2 of Part VI of the Return of Cash Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK or the United States, or who are in any doubt as to the potential tax consequences of the Return of Cash, should consult an appropriate professional adviser.

RECOMMENDATION TO SHAREHOLDERS

The Board has received financial advice from J.P. Morgan Cazenove in relation to the Return of Cash. In providing their financial advice to the Board, J.P. Morgan Cazenove has taken into account the Board's commercial assessment of the Return of Cash.

The Board considers the Return of Cash to be in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Board unanimously recommends you to vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolutions at the General Meeting in respect of their own individual beneficial holdings of Ordinary Shares of, in aggregate, 777,310 Existing Ordinary Shares, representing approximately 0.10 per cent. of the total issued share capital of the Company (excluding treasury shares) as at 20 May 2013 (being the last practicable date prior to publication of the Return of Cash Circular).

Enquiries:

Invensys plc

Steve Devany

Tel: +44 (0)20 3155 1301

J.P. Morgan Cazenove

Dwayne Lysaght

James Robinson

Tel: +44 (0)20 7742 4000

FTI Consulting

Andrew Lorenz

Richard Mountain

Tel: +44 (0) 20 7269 7291

Equiniti Shareholder Helpline

Tel: 0871 384 2927 (and +44 121 415 0188 from outside the UK)

Cautionary Statements

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

No application will be made to the UK Listing Authority or to the London Stock Exchange, respectively, for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares, C Shares or Deferred Shares be listed or admitted to trading on any other recognised investment exchange.

None of the B Shares, C Shares, Deferred Shares nor the New Ordinary Shares (each as defined in the Return of Cash Circular) have been or will be registered under the US Securities Act of 1933 (as amended) (the "US Securities Act") or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise. There will be no public offer of such securities in the United States.

None of the B Shares, C Shares, Deferred Shares, New Ordinary Shares nor this document has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have such authorities passed upon or endorsed the merits of this offering or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This announcement contains (or may contain) certain forward-looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward looking statements are not guarantees of future performance and the actual results of the Group's operations and financial position, and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward looking statements contained in this announcement. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue.

Forward looking statements may, and often do, differ materially from actual results. Any forward looking statements in this announcement speak only as of their respective dates, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy. You should specifically consider the factors identified in this announcement which could cause actual results to differ before making any decision in relation to the Return of Cash. Subject to the requirements of the FCA, the London Stock Exchange, the Listing Rules and the Disclosure and Transparency Rules (and / or any regulatory requirements) or applicable law, the Company explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward looking statements in this document that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this document.

J.P. Morgan Limited is acting as financial adviser and broker to the Company and J.P. Morgan Securities plc is acting for the Company in relation to the Return of Cash. J.P. Morgan Limited is authorised and regulated by the Financial Conduct Authority. J.P. Morgan Securities plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Each of J.P. Morgan Limited and J.P. Morgan Securities plc are acting exclusively for the Company and for no one else in connection with the matters described in this document and are not advising or acting for and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Limited or J.P. Morgan Securities plc, or for providing advice in connection with the matters referred to or contained in this document.

This announcement has been issued by, and is the sole responsibility of, the Company.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Limited or J.P. Morgan Securities plc by FSMA or the regulatory regime established thereunder, J.P. Morgan Limited and J.P. Morgan Securities plc do not accept any responsibility or liability whatsoever for the contents of this document and no representation, express or implied, are made by J.P. Morgan Limited or J.P. Morgan Securities plc in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by J.P. Morgan Limited or J.P. Morgan Securities plc, or on behalf of J.P. Morgan Limited or J.P. Morgan Securities plc, in connection with the Company or the matters described in this document. To the fullest extent possible J.P. Morgan Limited and J.P. Morgan Securities plc accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.