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INVENSYS SELLS SENSOR SYSTEMS BUSINESS TO HONEYWELL FOR $394 MILLION
19 August 2002 - Invensys plc

Invensys plc has agreed to sell its Invensys Sensor Systems business to Honeywell (NYSE: HON), a diversified technology and manufacturing leader, for a net cash consideration of US$394m, representing gross consideration of US$415m less certain retained liabilities and certain transaction costs. The sale proceeds will be used by Invensys to continue to reduce its level of indebtedness.

Invensys Sensor Systems is a leading global supplier of sensors and controls used in a range of industries including the vehicle, appliance, office automation, medical, aerospace and HVAC industries. For the twelve months ending March 31, 2002, the business generated revenues of US$251m and operating profit of US$36m. Net assets which are the subject of the transaction are approximately US$135m. Goodwill written off to reserves relating to historic acquisitions for the Sensor Systems business amounts to approximately US$205m.

The sale of Sensor Systems is consistent with Invensys previously stated objectives to divest non-core assets as part of its overall plan to improve capital strength and increase strategic focus. The transaction is subject to customary regulatory approvals and is expected to complete by the end of September 2002.

Rick Haythornthwaite, CEO of Invensys, said, 'We identified Sensor Systems as a non-core business during our strategy review. We are pleased with the speed at which we have achieved this divestiture, which brings proceeds to date on our disposal programme to over 900 million. The disposal process for the other non-core businesses remains on track for completion before our financial year end, as does our target for total proceeds from our disposal program of at least 1.5 billion.'

About Honeywell
Honeywell is a US$24-billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; specialty chemicals; fibres; plastics; and electronic and advanced materials. Honeywell employs approximately 115,000 people in 95 countries and is traded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific stock exchanges. It is one of the 30 stocks that make up the Dow Jones Industrial Average and is also a component of the Standard & Poor's 500 Index. Additional information on the company is available on the Internet at www.honeywell.com

http://www.invensys.com

About: Invensys plc
Invensys is a global automation, controls and process solutions Group. We empower you to increase productivity, reduce waste, remove cost from your supply chain, boost profitability and demonstrate measurable improvement in your company's overall performance.
As a global leader in resource productivity, Invensys offers products and services, expertise, and technologies that enable you to maximize return on investments, conserve resources and optimize performance across your value chain.

Operating in more than 60 countries worldwide, Invensys meets the needs of the process and batch industries - from oil & gas, powerand utilities, chemicals, and rail systems to food & beverage, healthcare, and data communications - as well as the discrete and hybrid manufacturing sectors, and provides components, systems and services to the heating management, commercial refrigeration, residential safety and automotive industries, and electronic and electro-mechanical systems and components to appliance and related industries.

Not only do we help improve your bottom line, by enabling you to manage your assets more efficiently, but we also help you to protect the environment. As the result of our efforts, we have been awarded the prestigious Energy Star Label by the United States Environmental Protection Agency (EPA).

Taking an integrated strategic approach to increasing your productivity, we enable you to increase output from your existing plants and technology investments, provide you with solutions that create more efficiencies in your supply chain, and increase performance at every level.

From the production line to executive offices, from customer relationship and procurement management to distribution logistics, we can help you improve productivity, optimize performance, and increase profitability.


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