Invensys announces tender offer for 71/8% notes due 2007

Invensys announces tender offer for 71/8% notes due 2007

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO ITALY

Invensys plc (“Invensys” or the "Company") announced that it has commenced a tender offer for a portion of outstanding 7-1/8% notes due 2007 issued by the Company under its former name Siebe plc.

The Company is inviting holders to submit offers to sell notes, at a price determined by each holder, within a range of $965.00 to $1,000.00 per $1,000 principal amount (the “Offer Price”), upon the terms and conditions specified in the Offer to Purchase dated June 15, 2004. In addition, the Company is offering to pay $10.00 per $1,000 principal amount of notes (the “Early Tender Payment”) for all notes that are validly tendered prior to 5:00 p.m., New York City time, on June 28, 2004 (the “Early Tender Date”) and that are purchased in the tender offer. Accordingly, the total consideration for the notes, including Offer Price and Early Tender Payment, amounts to a minimum of $975.00 per $1,000 principal amount of notes and a maximum of $1,010.00 per $1,000 principal amount of notes.

This offer is being made to enable the Company to reduce the amount of its outstanding indebtedness and its ongoing debt service obligations.

The Company is making the tender offer by way of a "Modified Dutch Auction" procedure. Under this procedure, the Company will accept notes offered for sale in the following order: first, offers to sell notes at an Offer Price of $965.00 per $1,000 principal amount and continuing with offers to sell notes in order of increasing Offer Price, until the Company has spent approximately $119.0 million. The Company will pay to all holders whose offers are accepted the highest Offer Price specified for notes that are accepted for purchase by the Company (the "Clearing Price"), even if that price is higher than the price offered by such holder. If the aggregate principal amount of notes offered at the Clearing Price exceeds the maximum principal amount of notes that may be accepted by the Company at the Clearing Price under the foregoing procedure, acceptances of offers at the Clearing Price will be allocated among holders on a pro rata basis according to the principal amount so offered. The determination of whether the $119.0 million aggregate spending limit has been exceeded will be based on the aggregate Offer Price and applicable Early Tender Payments (but excluding payment of accrued interest).

Accordingly, holders whose notes are accepted for purchase will receive the Clearing Price plus, in the case of notes tendered prior to the Early Tender date, the Early Tender Payment. In addition, all Holders whose notes are accepted for purchase will receive accrued and unpaid interest to, but not including, the settlement date.

Based on the above price range, and available net proceeds of $119.0 million, the maximum principal amount of notes the Company may purchase pursuant to the tender offer is from $117.8 million (based on the maximum Offer Price of $1,000, plus the Early Tender Payment) to $122.1 million (based on the minimum Offer Price of $965.00, plus the Early Tender Payment).

The tender offer will expire at 5:00 p.m., New York City time, on July 15, 2004, unless extended or earlier terminated (the "Expiration Date"). Tenders of notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on June 28, 2004.The terms and conditions of the tender offer are set forth in the Company's Offer to Purchase dated June 15, 2004.This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of an offer to sell any notes.

The offer may only be made pursuant to the terms of the Offer to Purchase. The Company has engaged Banc of America Securities LLC to act as exclusive dealer manager and solicitation agent in connection with the tender offer.

Questions regarding the offer may be directed to Banc of America Securities LLC, High Yield Special Products, at 888-292-0070 (US toll-free) and 704-388-9217 (collect). Requests for documentation may be directed to Global Bondholder Services at (866) 807-2220 (US toll-free) and (212) 430-3774 (collect).

For more information please contact:

Invensys
Mike Davies
+ 44 (0) 20 7821 3538

Brunswick
Nick Claydon / Mike Smith
+44 (0) 20 7404 5959

About Invensys plc

Invensys is a global automation, controls and process solutions Group. Our products, services, expertise and ongoing support enable intelligent systems to monitor and control processes in many different environments. The businesses within Invensys help customers in a variety of industries - including hydrocarbons, chemicals, oil and gas, power and utilities, rail, telecommunications, paper, food and beverage, dairy, pharmaceuticals and personal care - to perform with greater efficiency, safety and cost-effectiveness.

Process Systems provides products, services and solutions for the automation and optimisation of plant operation in the process industries. Eurotherm is a leading supplier of control and measurement instrumentation solutions and services to industrial and process customers. APV specialises in process equipment engineered into systems and asset services for food, beverage, personal care, pharmaceutical and chemical clients. Rail Systems is a multinational leader in the design, manufacture, supply, installation, commissioning and maintenance of safety-related rail signalling and control systems. Climate Controls is a major provider of the components, systems and services used across the world to make commercial and residential environments safer, more comfortable and more efficient. Appliance Controls has the broadest system and component offering for the appliance industry worldwide.

The Invensys Group is headquartered in the UK and listed on the London Stock Exchange. With over 35,000 employees operating in 60 countries, Invensys helps customers to improve their performance and profitability, building value for end users and shareholders alike.

The tender offer, to the extent made in the United Kingdom, will be directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the “Order”) and (ii) persons falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The tender offer will not constitute an offer or an invitation for an 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 Notes and will not constitute a public offer to buy or sell Notes in Luxembourg.