Invensys announces the acceptance and the result of its tender offer for its US Dollar 6.500% notes due 2010

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO ITALY

Invensys announces the acceptance and the result of its tender offer for its US Dollar 6.500% notes due 2010

Invensys plc (the “Company”) announced today the acceptance and the result of its cash tender offer (the “Offer”) for any and all of its outstanding $200,000,000 6.500% notes due 2010 (the “Notes”), which were issued by Siebe, plc, the former name of the Company.
As of the Expiration Date, 28 July 2006, $187,750,000 aggregate principal amount of the Notes had been validly tendered in connection with the Offer, representing approximately 93.88% of the outstanding Notes.

The Company has accepted for payment all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date. The Company expects to make payment on 2 August 2006 (the "Settlement Date").

Deutsche Bank AG, London Branch acted as exclusive dealer manager in connection with the Offer.
For more information please contact:

Invensys plc
Steve Devany
Tel: +44 20 7821 3758

Further details on the Offer may be obtained from:

Dealer Manager:
Deutsche Bank AG, London Branch
Liability Management Group
Tel: +44 20 7545 8011
Email: liability.management@db.com

Tender Agents and Depository Agent:
DB Services Tennessee, Inc
Trust and Securities Services
Tel: +1 800 735 7777

Deutsche Bank Luxembourg S.A
Trust and Securities Services
Tel: +352 421 22 460

Information Agent:
Mellon Investor Services LLC
Toll-Free: +1 800 777 3674
Collect: +1 201 680 6579

OFFER RESTRICTIONS

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 Offer to Purchase for Cash is not an invitation to participate in the Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this Announcement and the Offer to Purchase for Cash in certain jurisdictions may be restricted by law. Persons into whose possession this Announcement or the Offer to Purchase for Cash come are required by each of the Company, the Dealer Manager, the Tender Agents, the Depository Agent and the Information Agent to 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.

United Kingdom. In the United Kingdom, the promotion of the Offer is restricted by Section 21 of the Financial Services and Markets Act 2000 (“FSMA”). In the United Kingdom, this announcement, insofar as it constitutes an invitation or inducement to participate in the Offer, is directed exclusively at (a) persons who have professional experience in matters relating to investments who fall within Article 19(5) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (“the Order”) or (b) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order or (c) other persons to whom it may be directed without contravention of Section 21 of the FSMA (all such persons together being referred to as “relevant persons”). In the United Kingdom, this announcement, insofar as it constitutes an invitation or inducement to participate in the Offer, must not be acted on or relied on by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

Republic of Italy. Neither this announcement nor the Offer to Purchase for Cash nor any of the information contained herein or therein constitutes an offer or an invitation to offer or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase or acquire the Euro Notes or Dollar Notes, within the meaning set forth in articles 1, lett. (v), and 102 ff., of Legislative Decree February 24, 1998, n. 58. The Offer is not being made and will not be made, directly or indirectly, in or into, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy. Tenders should not be made pursuant to the Offer by any such use, means, instrument or facility or from within the Republic of Italy. Doing so may render invalid any purported tender. Accordingly, copies of the Offer to Purchase for Cash and any related documents may not be mailed or otherwise forwarded, distributed or sent in, into or from the Republic of Italy and persons receiving such documents must not forward, distribute or send them in or into or from the Republic of Italy. Therefore, Holders are hereby notified that, to the extent such Holders are Italian residents or are located in Italy, the Offer is not available to them and, as such, any acceptance instruction on whatever form received from such person shall be void. Any person who may have a legal or contractual obligation to forward the Offer to Purchase for Cash and any related documents in the Republic of Italy should read the Offer to Purchase for Cash before doing so. No prospectus will be lodged with, or registered by, the Commissione Nazionale per le Società e la Borsa (CONSOB) in respect of the Offer. Accordingly neither the Euro Notes nor the Dollar Notes may be tendered or sold in the Republic of Italy and neither the Offer to Purchase for Cash nor any other material relating to the Offer may be distributed or made available in the Republic of Italy.
Belgium. In Belgium, the Offer is not, directly or indirectly, being made to, or for the account of, any person other than to professional or institutional investors referred to in article 3, 2° of the Belgian royal decree of July 7, 1999 on the public character of financial operations, each acting on their own account. This announcement and the Offer to Purchase for Cash have not been and will not be submitted to nor approved by the Belgium Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en assurantiewezen) and, accordingly, may not be used in connection with any offer in Belgium except as may otherwise be permitted by law.

France. The Offer is not being made and will not be made, directly or indirectly, to the public in the Republic of France. Only (i) qualified investors investisseurs qualifiés and/or (ii) a restricted group of investors on the condition that they will invest for their own account (cercle restréint d’investisseurs) all as defined in accordance with Article L. 411-2 of the French Code Monétaire et Financier and decree no. 98-880 dated October 1, 1998 are eligible to accept the Offer.