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Reporting on the €540,000,000/$550,000,000 9.75% Senior Notes Due 2011 (the “Notes”)

Posted 23 July 2007

Reporting on the €540,000,000/$550,000,000 9.75% Senior Notes Due 2011 (the “Notes”)

As required under Section 4.14(a)(1) and (3) of the indenture dated 5 March 2004 relating to the Notes, we are enclosing the information specified.  The items required are provided as follows:

  1. Risk Factors relating to the Group’s Businesses.  Refer to pages 41 to 43 of the Annual Report and Accounts of the Company for the fiscal year ended 31 March 2007 (“the Annual Report and Accounts 2007”) which is attached hereto as Annex A.
  2. Capitalisation.  Refer to “Capitalisation” attached hereto as Annex B.
  3. Selected Financial Data.  Refer to pages 128 and 129 of the Annual Report and Accounts 2007 which is attached hereto as Annex A.
  4. Operating and Financial Review and Prospects.  Refer to pages 2 through 36 of the Annual Report and Accounts 2007 which is attached hereto as Annex A.
  5. Business.  Refer to pages 2 through 36, and Note 1 on page 74 of the Annual Report and Accounts 2007, which is attached hereto as Annex A. There has been no significant change to our competitors since 31 March 2006 and if further information is required please contact the company.
  6. Management.  Refer to page 10 through 11, and pages 49 through 59 of the Annual Report and Accounts 2007, which is attached hereto as Annex A.
  7. Legal Proceedings. Neither Invensys nor any other member of the Group is or has been engaged in, nor (so far as the Directors are aware) has pending or threatened by or against it any legal or arbitration proceedings which may have or have had within the 12 months immediately preceding the date of this report a significant effect on the financial position of the Group.
  8. Principal Shareholders and Related Party Transactions. Refer to page 60 of the Annual Report and Accounts 2007 which is attached hereto as Annex A  No Director has or has had any interest in any transaction to which the Company or any of its subsidiaries is a party and which is or was unusual in its nature or conditions, contains or contained unusual terms or which is or was significant to the business of the Group which was effected during the current or immediately preceding financial year, or during any earlier financial year of the Company and which remains in any respect outstanding or unperformed.
  9. Description of Other Indebtedness.  Refer to Note 21 on pages 90 through 91 of the Annual Report and Accounts 2007 which is attached hereto as Annex A.
  10. Financial Information – Consolidated statements of operations, Consolidated balance sheets and Consolidated cash flow statements and the related notes thereto as of and for the two most recent fiscal years, together with a report thereon by the Company’s certified independent accountants.  Refer to pages 63 through 114 of the Annual Report and Accounts 2007 which is attached hereto as Annex A.
  11. Information with respect to any Change of Control during the most recent fiscal year.  Not applicable.
  12. Information with respect to any material acquisition or disposition during the most recent fiscal year.  Refer to pages 66, 74 to 77, 81 and 113 of the Annual Reports and Accounts 2007 which is attached hereto as Annex A.
  13. Other information made available by the Company to its shareholders.
    Not applicable.