Return Of Cash – Notice Of Share Capital Consolidation, Results Of Elections And Update On Return Of Cash

Following the approval by Shareholders of the Return of Cash and certain related matters at the General Meeting of the Company held on 10 June 2013, the Company today provides an update in respect of the Return of Cash and the Share Capital Consolidation.

Share Capital Consolidation and Admission of New Ordinary Shares

The Company announces that, the Share Capital Consolidation approved at the General Meeting, is expected to take effect from 8.00 a.m. today. Applications have been made to the UK Listing Authority for an amendment to the Official List, and to the London Stock Exchange for the amendment to trading to reflect the Share Capital Consolidation. Following the amendment, 652,646,176 New Ordinary Shares of 12½ pence each in the capital of the Company will be admitted at 8.00 a.m. today to the premium listing segment of the Official List under ISIN GB00B979H674 and to trading on the London Stock Exchange's main market for listed securities.

With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 3 July 2013, the Company will despatch share certificates in respect of New Ordinary Shares to those Shareholders who held their Existing Ordinary Shares in certificated form and until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares. Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today.

Results of elections

As at the Election Deadline of 4.30 p.m. on 11 June 2013, Shareholders' elections or, as the case may be, deemed elections for the Alternatives in respect of the Return of Cash were as follows:

	Number of Existing Ordinary Shares
Income Option	497,280,075
Immediate Capital Option>	317,257,592
Deferred Capital Option	1,270,053
TOTAL	815,807,720

Shareholders who had not made a valid election, and all US Shareholders and other Restricted Shareholders, have been deemed to elect for the Income Option in respect of all of their Return of Cash Entitlement.

Based on Shareholders' elections or, as the case may be, deemed elections for the Alternatives set out above,  318,527,645 B Shares of 76.7 pence each and 497,280,075 C Shares of 0.001 pence each will be allotted and issued at 8.00 a.m. today, split between the Alternatives as follows:

	Number of B Shares and C Shares
Income Option	497,280,075 C Shares
Immediate Capital Option	317,257,592 B Shares
Deferred Capital Option	1,270,053 B Shares
TOTAL	815,807,720 shares comprising 318,527,645 B Shares and 497,280,075 C Shares

No application has been, or will be, made for the B Shares or the C Shares to be admitted to listing on the Official List or admitted to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or the C Shares be listed or admitted to trading on any other recognised investment exchange.

No share certificates will be issued in respect of the B Shares issued pursuant to the Immediate Capital Option and no CREST accounts will be credited with such shares.

It is expected that the Company will despatch share certificates in respect of B Shares issued pursuant to the Deferred Capital Option by 3 July 2013. Shareholders who held their Existing Ordinary Shares in CREST will have any B Shares issued pursuant to the Deferred Capital Option automatically credited to their CREST accounts at approximately 8.00 a.m. today.

Voting rights and capital

Following the Share Capital Consolidation, and in accordance with 5.6.1A(1) of the Disclosure and Transparency Rules, the Company's issued share capital that will be admitted to trading on a regulated or prescribed market will consist of 652,646,176 New Ordinary Shares of 12½ pence each, of which 18,340 are held in Treasury. Therefore, the total number of voting rights attaching to shares in the Company admitted to trading on a regulated or prescribed market is 652,627,836.

The above figure (652,627,836) may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, ordinary shares to the Company under the FCA's Disclosure and Transparency Rules.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the circular published by the Company on 21 May 2013 in relation to the Return of Cash. All references in this announcement to times are to London times unless otherwise stated.

Enquiries:

Equiniti Shareholder Helpline

Tel: 0871 384 2927 (and +44 121 415 0188 from outside the UK)

The Shareholder helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and which will remain open until 11 July 2013. Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2927 are charged at 8 pence per minute (excluding VAT) plus your standard network charge.  Calls to +44 121 415 0188 from outside the UK are chargeable at applicable international rates.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

None of the Existing Ordinary Shares, B Shares, C Shares, Deferred Shares nor the New Ordinary Shares have been or will be registered under the US Securities Act of 1933 (as amended) (the “US Securities Act”) or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise. There will be no public offer of such securities in the United States.

None of the Existing Ordinary Shares, B Shares, C Shares, Deferred Shares, New Ordinary Shares nor this document has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have such authorities passed upon or endorsed the merits of this offering or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Name of authorised company official responsible for making this notification:
Rachel Spencer, Deputy Company Secretary
For further information please contact: Invensys plc
Steve Devany, Head of Corporate Communications
Tel: +44 (0)203 155 1301