Invensys announces the pricing of the Senior Notes

Invensys announces the pricing of the Senior Notes

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES

Invensys plc (“Invensys”) announces that it has today agreed with Deutsche Bank AG London (“Deutsche Bank”) for the pricing of its offering of €65 million in aggregate principal amount of 9.875% senior notes due 2011 (the "Senior Notes"). The Senior Notes will be issued at 108.5% of their principal amount plus accrued interest from and including 15 September 2004. Settlement is expected to occur on 27 January 2005 and admission of the Senior Notes to the Official List and to trading on London Stock Exchange plc's market for listed securities is expected to occur on 28 January 2005. A copy of the purchase agreement for the Senior Notes will be available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the offices of Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS up to and including 8 February 2005.

This announcement shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities in the United States or any other jurisdiction. 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 jurisdictions.

None of the Senior Notes have been, or will be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state in the United States. Absent registration under the act or an available exemption from registration, the Senior Notes may not be offered or sold in the United States. Invensys is not making a public offering of its securities in the United States or in any other jurisdiction.

In connection with the issue and distribution of the Senior Notes, Deutsche Bank or any of its agents may over-allot and effect transactions with a view to supporting the market price of the Senior Notes at a level higher than that which might otherwise prevail. There is no obligation on Deutsche Bank or any agent of it to do so. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period.