Invensys Presentation 281112

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Proposed Disposal of Invensys Rail for 1,742 millionUK Pension Agreements Return of 625 million to Shareholders Strategy of Retained Group

2012 Invensys. All Rights Reserved. The names, logos, and taglines identifying the products and services of Invensys are proprietary marks of Invensys or its subsidiaries. All third party trademarks and service marks are the proprietary marks of their respective owners.


Invensys 28 November 2012

INFORMATION REGARDING FORWARD-LOOKING STATEMENTSThis document, which has been issued by Invensys plc (Invensys), comprises written materials for a presentation to investors concerning the proposed disposal of Invensyss Rail Division (Invensys Rail), to be effected through the sale of Invensys Rail (Singapore) Pte Ltd, Invensys Westinghouse Rail Technical Consultancy Services (Beijing) Ltd, Invensys Rail Systems India Pvt Ltd, Invensys Rail Corporation, Invensys Australia Corporate Pty Ltd, Westinghouse Brake and Signal Holdings Ltd and Invensys Iberica SAU and certain subsidiaries of these companies (the Rail Disposal). This document, the presentation and any related materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in Invensys nor shall they or any part of them nor the fact of their distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. Invensys shareholders are advised to read carefully the formal documentation in relation to the Rail Disposal once it has been despatched. Any response to the proposals should be made only on the basis of the information in the formal documentation to follow. This document and its contents, the presentation, any related materials and their contents are strictly private and confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part by any medium or in any form, for any purpose. The presentation is only being made in the United Kingdom to (and this document and any related materials are intended for distribution only in the United Kingdom to): (i) persons who have professional experience in matters relating to investments failing within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order); or (ii) high net worth entities and other persons to whom it can otherwise lawfully be communicated falling within Article 49 of the Order, all such persons in (i) and (ii) together being referred to as relevant persons. The presentation is being made on a confidential basis and this document and any related materials are furnished to you solely for your information. By attending the presentation and/or accepting this document and/or any related materials, the attendee/recipient confirms that he or she is a relevant person. The presentation, this document and any related materials may not be acted on or relied on by persons who are not relevant persons. Any investment activity to which the presentation relates will be available only to relevant persons and will be engaged in only with relevant persons. If you are not a relevant person you should not attend the presentation and should immediately return any materials relating to that meeting currently in your possession. Recipients of this document should not base any behaviour in relation to qualifying investments or relevant products (as defined in the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in this document until after the information has been made generally available. Nor should the recipient use the information in this document in any way which would constitute market abuse. This document is being supplied to you solely for your information and for use at Invensyss presentation to investors in connection with the Rail Disposal. No information made available to you in connection with the presentation may be passed on, copied or reproduced, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person. The contents of this document are to be kept confidential. Some of the information in this document or any related materials or given at this presentation is still in draft form and has not been legally verified and will only be finalised at the time of publication of any class 1 circular in connection with the Rail Disposal. The information set out herein and in any related materials and given at the presentation is subject to updating, completion, revision, verification and amendment, and such information may change materially. Invensys is under no obligation to update or keep current the information contained in this presentation, to correct any inaccuracies which may become apparent, or to publicly announce the result of any revision to the statements made herein except to the extent they would be required to do so under applicable law or regulation, and any opinions expressed herein, in any related materials or given at the presentation are subject to change without notice. This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, plans, projects, anticipates, expects, intends, may, will, or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding Invensys Groups intentions, beliefs or current expectations concerning, among other things, the Invensys Groups results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Invensys Groups operations and financial position, and the development of the markets and the industry in which the Invensys Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Invensys Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect Invensyss current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Invensyss operations, results of operations and growth strategy. You should specifically consider the factors identified in this document which could cause actual results to differ before making any decision in relation to the Rail Disposal. Subject to the requirements of the Financial Services Authority, the London Stock Exchange, the Listing Rules and Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, Invensys explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in Invensyss expectations or to reflect events or circumstances after the date of this document. No statement in this document is intended as a profit forecast or profit estimate and no statement in this document should be interpreted to mean that the earnings per share of the Invensys Group, as reduced by the disposal of Invensys Rail, or Invensys Rail for the current or future financial periods will necessarily match or exceed the historical or published earnings per share of the Invensys Group or Invensys Rail.


Invensys 28 November 2012

Summary of proposed transactionsFeature1. Disposal of Invensys Rail to Siemens for 1,742m UK Pension Agreement 400m up-front contribution 225m Reservoir Trust 40-47m per annum cash flow extinguished

Comments Represents 15 times FY2012 OPBIT


Establishes long-term funding solution (10+ years) Any future funding requirement intended to be met by trust fund Value creation to be passed back to shareholders Immediately following completion of disposal Clear strategy Opportunity for strong value creation through growth in software and equipment and business development


Return of 625m (around 76.7 pence per share) to shareholders


Creates focused Group Focused industrial software and control equipment group Over 33% of activity in energy markets and around 35% in emerging markets Investment and development targeted in higher margin and higher growth areas Around 25m of overhead savings by start of FY2015


Invensys 28 November 2012