Purchase of Outstanding Notes

Purchase of Outstanding Notes

Not for Release, Distribution or Publication in or into Italy.

INVENSYS PLC (formerly Siebe plc)
Notice relating to the offer to purchase for cash any and all
€500,000,000 5.500% Notes due 2005 of Invensys plc, of which €47,895,000 were outstanding
(the “Euro Notes”)

and

$250,000,000 7.125% Notes due 2007 of Siebe plc, of which $97,118,000 were outstanding
(the “Dollar Notes”)

(the Euro Notes and the Dollar Notes together, the "Notes")

London, 8 February 2005. Invensys plc, formerly Siebe plc (the “Company”), has today purchased €12,812,000 of its outstanding Euro Notes and $95,518,000 of its outstanding Dollar Notes tendered by noteholders under the Company’s cash tender offer announced on 24 January 2005 (the “Offer”). The purchased Notes and the €6,940,000 aggregate principal amount of Euro Notes that the Company already held prior to the launch of the Offer will be cancelled. €28,143,000 aggregate principal amount of Euro Notes and $1,600,000 aggregate principal amount of Dollar Notes remain outstanding.
The Offer remains open and is expected to expire, unless extended by the Company, at 5:00 p.m., New York time, on Tuesday, 22 February 2005 (the “Expiration Date”). Holders who tender their Notes after 5:00 p.m., New York time, on Friday, 4 February 2005, and on or prior to the Expiration Date will be eligible to receive the applicable price indicated in the table below for each €1,000 principal amount of Euro Notes and each $1,000 principal amount of Dollar Notes validly tendered.

Security Description for the Euro Notes	Common Codes/ ISIN Nos.	Purchase Price (per €1,000 principal amount
5.500% Notes due 2005 of Invensys plc (Maturity date: April 1, 2005)	010964067 XS0109640671	€1,003.75
Security Description for the Dollar Notes	CUSIP/ ISIN Nos.	Purchase Price (per $1,000 principal amount)
7.125% Notes due 2007 of Siebe plc (Maturity date: January 15, 2007)	826166AA8 US826166AA89 USG81212AA38	$1,057.50

The Offer is made upon, and completely subject to, the detailed terms and conditions set forth in the Company’s offer to purchase for cash dated 24 January 2005 (the “Offer Document”), copies of which may be obtained by contacting the Dealer Manager, the Tender Agents or the Information Agent listed below.

This announcement does not constitute a recommendation regarding the Offer. Noteholders should seek advice from an independent financial advisor as to the suitability of the transactions described herein for the individuals concerned.

Tenders of Notes will not be accepted from, or on behalf of, holders of Notes in any jurisdiction in which the making of the Offer will not be in compliance with the laws or regulations of such jurisdiction. There are tender offer restrictions in the Republic of Italy, the United Kingdom, France and Belgium as more fully set out in the Offer Document.

Copies of this announcement have been submitted to the UK Listing Authority and will shortly be available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, London E14 5HS, United Kingdom.

For more information please contact:

Invensys plc:
Steve Devany
+44 20 7821 3758

Maitland:
Emma Burdett / Fiona Piper
+44 20 7379 5151

Further details on the Offer and a copy of the Offer Document may be obtained from:

Dealer Manager:
Deutsche Bank AG London
Liability Management Group
+44 20 7545 8011

Tender Agents and Depository Agent:
Deutsche Bank AG London
TSS – Restructuring Services Group
+44 20 7547 5000

Deutsche Bank Luxembourg S.A
TSS – Restructuring Services Group
+352 421 22 460

Information Agent:
Global Bondholder Services Corporation
Corporate Actions
Banks and Brokers Call Collect: +1 (212) 430 3774
All Others Call Toll Free: +1 (866) 807 2220