Result of Rights Issue

Result of Rights Issue
94.57 per cent acceptance of rights issue

Invensys plc announces that by 11.00 a.m. on 7 July 2006, the latest time and date for acceptance and payment in full for New Shares pursuant to the Rights Issue announced on 25 May 2006, valid acceptances were received in respect of 2,151,291,868 New Shares, representing approximately 94.57 per cent of the New Shares offered by way of rights at 15 pence per New Share.

In accordance with the terms of the Underwriting Agreement dated 25 May 2006, the Managers, that is HSBC Bank plc, JPMorgan Cazenove Limited and Morgan Stanley & Co International Limited, will seek to procure subscribers for the remaining 123,622,456 New Shares for which valid acceptances were not received.

Definitions used in the Prospectus dated 25 May 2006 shall have the same meanings when used in this announcement, unless the context requires otherwise. All references to time in this announcement are to the time in London.

For further information please contact:

Invensys plc
Steve Devany +44 (0) 20 7821 3758

Maitland
Emma Burdett / Michelle Jeffery +44 (0) 20 7379 5151

Tricorn Partners LLP
Guy Dawson +44 (0) 20 7823 0826
 

Managers

JPMorgan Cazenove Limited
Edmund Byers / Patrick Magee / Jonathan Wilcox +44 (0) 20 7588 2828

Morgan Stanley & Co. International Limited
Nick Wiles / Tom Hill / Robert Mayhew +44 (0) 20 7425 8000

HSBC Bank plc
Nick McCarthy / James Taylor +44 (0) 20 7991 8888

HSBC Bank plc, JPMorgan Cazenove Limited, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International Limited and Tricorn Partners LLP are acting for Invensys plc and no one else in connection with the Rights Issue and will not be responsible to anyone other than Invensys plc for providing the protections afforded to their respective clients, as the case may be, nor for giving advice in relation to the Rights Issue or any other matter referred to herein.

This announcement shall not constitute an offer of, or the solicitation of any offer to subscribe or buy, any New Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of, or application for, securities in the Rights Issue should only be made on the basis of information contained in the Prospectus dated 25 May 2006 and any supplement thereto.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The New Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state in the United States or under the applicable securities laws of Canada, Australia, France, Japan, or South Africa. Subject to certain exceptions, the New Shares may not be offered or sold in the United States, Canada, Australia, France, Japan, or South Africa or to or for the benefit of any national, resident or citizen of the United States, Canada, Australia, France, Japan, or South Africa.