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INVENSYS PLC
("the Company")
Transactions by persons discharging managerial responsibilities and their connected persons in accordance with DTR 3.1.4R(1)(a)
Invensys plc notifies that 372,858 ordinary shares of 10p each ("Shares") were released to Ulf C I Henriksson, a director of the Company, on 25 May 2010, following vesting (on 24 May 2010) of an award granted under the Invensys 2007 CEO Special Award arrangement (the "CEO Special Award") on 9 August 2007.
The award was granted over a maximum of 1,608,554 Shares representing 700% of Mr Henriksson's 2007/08 base salary (£750,000).
The CEO Special Award was split into two layers, each vesting on a different basis. For the first layer of 459,586 Shares (equal to 200% of base salary), 20% would vest for threshold performance and 100% for maximum performance. For the second layer of 1,148,968 Shares (equal to 500% of base salary), there was no vesting for threshold performance, but 100% vesting for maximum performance. Vesting in each layer was on a straight-line basis.
The performance test for the CEO Special Award measured performance over the three-year period to 31 March 2010. For each layer of the Special Award, 50% would vest based on Total Shareholder Return (TSR) performance relative to the constituents of the Standard and Poor's Global 1200 Capital Goods Index and 50% based on EPS growth.
With regard to the TSR test, the Remuneration Committee has determined that 93.02% of the first layer of Shares and 91.28% of the second layer of Shares will be available to vest. Of this total, being 738,142 Shares, 50% would be released as soon as practicable following the announcement of the Preliminary Results 2009/10 on 24 May 2010 and the balance after a 12 month period.
With regard to the EPS part of the award (50%), after considering the 2009/10 audited financial results, the Remuneration Committee has determined that the threshold level of EPS CAGR required for vesting was not achieved and the Shares subject to the EPS performance condition have, as a result, lapsed.
In accordance with the terms of these awards, 372,858 Shares (that is, half of the total number satisfying the performance target (369,071 Shares) and 3,787 further Shares representing notional dividend reinvestment) were released to Mr Henriksson on 25 May 2010. The balance of the vested Shares, 372,858, will be available for release to Mr Henriksson after a 12 month period, subject to continued employment.
On 25 May 2010, Mr Henriksson sold 197,825 Shares at £2.698587 per Share to meet his tax withholding liabilities.
Following these transactions Mr Henriksson's total holding is 1,475,998 Shares (representing 0.18% of the issued share capital).
Name of contact and telephone number for queries: Steve Devany, Vice President - Communications 020 7821 3758
Name of Company Official responsible for making notification: Jessica Wildgoose, Company Secretarial Assistant.
Date of notification: 26 May 2010
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