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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
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This document, which has been issued by Invensys plc (“Invensys”), comprises written materials for a presentation to investors concerning the proposed disposal of Invensys’s 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 Invensys’s 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 Group’s intentions, beliefs or current expectations concerning, among other things, the Invensys Group’s 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 Group’s 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 Invensys’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Invensys’s 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 Invensys’s 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.
• Streamlined portfolio has fastest growth in highest margin businesses
• Organic growth will be coupled with M&A to drive EBIT growth
* Before central costs
Investing for future growth
Priorities
Software • R&D in growth areas such as simulation and optimisation• Consolidator of fragmented industrial software market
Equipment - industrial • Product development to enhance niche positions• Acquisitions of companies with products that broaden offering
Equipment – commercial/wholesale
• New product development and geographic expansion• Focus on energy monitoring and efficiency, wireless solutions and energy and controls systems for residential and small retail customers
Systems • R&D to maintain strong market position
Appliance • Significant past investment in lean and low cost manufacturing
• Ensure enhanced profitability when markets recover