Invensys tenders for some of Siebe 7 1/8% notes

New York, June 16 - Invensys plc (B3/B-) said it has begun a tender offer for a portion of the outstanding 7 1/8% notes due 2007 which the company had issued under its former name, Siebe plc. The company had issued $250 million of the notes in January 1997.

It set an early tender deadline of 5 p.m. ET on June 28 and said that the tender offer would expire at 5 p.m. ET on July 15, with both deadlines subject to possible extension.

Invensys, a British based producer of industrial controls and automation systems, is tendering for the notes under a modified Dutch auction process, inviting holders to submit offers to sell notes, at a price determined by each holder, within a range of $965 to $1,000 per $1,000 principal amount of notes tendered and accepted for payment by the company. It anticipates spending a total of about $119 million to repurchase the notes.

The company will accept notes offered for sale in the following order: first, offers to sell notes at an offer price of $965 per $1,000 principal amount, and then offers to sell notes in order of increasing offer price, until Invensys has spent the total of about $119 million. Invensys will pay all holders whose notes are accepted a clearing price, in other words, the highest offer price for notes that are accepted by the company, even if that clearing price is actually higher than the offer price submitted by the noteholder. If the total 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 so it can stay within the $119 million limit, acceptances of offers at the clearing price will be allocated among holders on a pro-rata basis.

Also, the company said it will pay an early tender payment of $10 per $1,000 principal amount for all notes that are validly tendered prior to the early tender deadline which are eventually purchased in the tender offer. Accordingly, the total consideration for the notes, including the offer price and early tender payment, amounts to a minimum of $975 per $1,000 principal amount and a maximum of $1,010 per $1,000 principal amount. Holders tendering their notes after the early tender deadline will not receive the early tender payment. The company will also pay accrued and unpaid interest up to but not including the settlement date on all tendered notes accepted for payment.

The company will determine whether the $119 million total spending limit has been exceeded - which will in turn determine the final principal amount of notes that it ends up buying - based on the total offer price amount and applicable early tender payments, but excluding payment of accrued interest.

Based on the announced price range, and available net proceeds of $119 million, the maximum principal amount of notes Invensys may purchase under the terms of the tender offer will be somewhere between $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, plus the early tender payment).

Invensys said it is making the offer to reduce the amount of its outstanding debt and its debt service obligations.

Banc of America Securities LLC will act as exclusive dealer manager and solicitation agent in connection with the tender offer (Call High Yield Special Products at 704 388-9217 or within the U.S. at 888 292-0070. Requests for documentation may be directed to Global Bondholder Services at (call 866 807-2220 or call collect at 212 430-3774).

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