INVENSYS GETS 505P/SHR INDICATIVE OFFER FROM SCHNEIDER ELECTRIC

(The following is a reformatted version of a press release
issued by Invensys plc and received via electronic mail. The
release was confirmed by the sender.) 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION 
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION THIS IS AN ANNOUNCEMENT FALLING UNDER RULE
2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
“CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE 
11 July 2013 
Invensys plc 
Response to speculation 
Following recent speculation, the Board of Invensys plc
(“Invensys” or the “Company”) confirms that it has received
an indicative offer from Schneider Electric SA (“Schneider”) of
505 pence per ordinary share (the “Offer Price”), of
which 319 pence per ordinary share is in cash and 186 pence per
ordinary share is in new Schneider shares, for the
entire issued and to be issued ordinary share capital of
Invensys (the “Possible Offer”). The Board of Invensys has
indicated to Schneider that it is likely to recommend a firm
offer at the Offer Price. 
Invensys and Schneider are in discussions about the details of
the Possible Offer which is conditional on, amongst
other things, diligence. 
This announcement has been made without the consent of Schneider
and there can be no certainty that any firm
offer will be made nor as to the terms on which any firm offer
might be made. Invensys shareholders will be kept
informed of relevant developments and a further announcement
will be made as appropriate. 
In accordance with Rule 2.6(a) of the Code, Schneider is now
required, by no later than 5:00 p.m. on 8 August 2013,
to either announce a firm intention to make an offer for
Invensys in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. The deadline can be extended
with the consent of the Takeover Panel (the
“Panel”) in accordance with Rule 2.6(c) of the Code and will
cease to apply in the circumstances set out in Rule 2.6(b)
of the Code (a firm intention to make an offer for Invensys in
accordance with Rule 2.7 of the Code being announced
by another offeror prior to the deadline). 
In accordance with Rule 2.10 of the Code, the Company announces
that, as at the date of this announcement, it has
655,097,694 ordinary shares of 12.5 pence each in issue and
admitted to trading on the main market of the London
Stock Exchange. The International Securities Identification
Number for the ordinary shares is GB00B979H674. The
Company also has 1,270,053 B redeemable preference shares of
76.7 pence each in issue. The International Securities
Identification Number for the B redeemable preference shares is
GB00B979JJ47. 
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on the Company’s website at
www.invensys.com. 
Further information
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser and broker exclusively for Invensys and no one else in
connection with the matters set out in this announcement and
will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than Invensys for providing the protections
afforded to clients of J.P. Morgan Cazenove, nor for providing
advice in relation to any matter referred to herein. 
Barclays Bank PLC, acting through its investment bank
(“Barclays”), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and
the Prudential Regulation Authority, is acting exclusively for
Invensys and no one else in connection with the matters
described herein and will not be responsible to anyone other
than Invensys for providing the protections afforded to its
clients or for providing advice in relation to the matters
described in this announcement or any transaction or any other
matters referred to herein. This announcement is not intended
to, and does not, constitute or form part of any offer,
invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction. 
Any offer (if made) will be made solely by certain offer
documentation which will contain the full terms and
conditions of any offer (if made). This announcement has been
prepared in accordance with English law and the Code, and
information disclosed may not be the same as that which would
have been prepared in accordance with laws outside of the United
Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside of the United Kingdom may
be restricted by law, and therefore persons into whose
possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An
Opening Position Disclosure must contain details of the person’s
interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on
the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London
time) on the 10th business day following the announcement in
which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of
a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure. 
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must
make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper
offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person’s interests and short
positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by
a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing. 
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an
offeree company or a paper offeror, they will be deemed to
be a single person for the purpose of Rule 8.3. 
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4). 
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should
contact the Panel’s Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure
or a Dealing Disclosure. 
Enquiries:
Invensys plc +44 (0)20 3155 1301
Steve Devany 
Barclays (Financial Adviser and Corporate Broker to Invensys)
+44 (0)20 7623 2323
Richard Taylor
Mark Todd 
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to
Invensys) +44 (0)20 7742 4000
Edmund Byers
Dwayne Lysaght 
FTI Consulting (PR Adviser to Invensys) +44 (0)20 7269 7291
Richard Mountain +44 (0) 7909 684466
Andrew Lorenz +44 (0) 7775 641807 
(bjh) NY 
#<873920.660640.3.6.0.9.76>#
 
 
Press spacebar to pause and continue. Press esc to stop.