Offer Document Posted

Babcock International Group PLC
15 April 2004


Not for release or publication in or into the United States, Canada, Japan or 
Australia.



15 April 2004


BABCOCK INTERNATIONAL GROUP PLC POSTS OFFER DOCUMENTATION TO SHAREHOLDERS



Further to the announcement on 22 March 2004 regarding the recommended offer by
Babcock International Group PLC ('Babcock') for Peterhouse Group Plc
('Peterhouse'), the Board of Babcock announces that the offer document (the '
Offer Document') containing the recommended offer to be made by Credit Suisse
First Boson (Europe) Limited on behalf of Babcock to acquire the entire issued
and to be issued share capital of Peterhouse (the 'Offer'), has been posted
today to Peterhouse shareholders, together with the Form of Acceptance.



Acceptances of the Offer should be received by no later than 3.00 p.m. (London
time) on 6 May 2004.  Peterhouse shareholders will also receive listing
particulars relating to the new Babcock Shares to be issued in connection with
the Offer (the 'Listing Particulars').



Babcock has also sent a circular to its own shareholders convening an
extraordinary general meeting, inter alia, to approve the Offer (the 'Circular')
for 4 May 2004.  Babcock shareholders will also receive the Listing Particulars.



Copies of the Circular and Listing Particulars have been submitted to the UK
Listing Authority and are now available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at the Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS
(telephone number [phone]), during normal business hours on any
weekday (public holidays excepted) until the completion of the acquisition.





ENQUIRIES


Babcock International Group PLC                                                             [phone]
Gordon Campbell, Chairman
Bill Tame, Finance Director

Credit Suisse First Boston (Europe) Limited (Financial Adviser to Babcock)                  [phone]
Justin Crookenden
Richard Probert

Cazenove & Co. Ltd (Broker to Babcock)                                                      [phone]
Malcolm Moir
Dermot McKechnie

Financial Dynamics (Public Relations Adviser to Babcock)                                    [phone]
Andrew Lorenz
Richard Mountain

Credit Suisse First Boston (Europe) Limited, which is regulated in the United
Kingdom by the Financial Services Authority, is acting only for Babcock and no-
one else in connection with the Offer and will not regard any other person as
its client or be responsible to anyone other than to Babcock for providing the
protections afforded to clients of Credit Suisse First Boston (Europe) Limited,
nor for giving advice in relation to the Offer.



Cazenove & Co. Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting only for Babcock and no-one else in connection
with the Offer and will not regard any other person as its client or be
responsible to anyone other than to Babcock for providing the protections
afforded to clients of Cazenove & Co. Ltd, nor for giving advice in relation to
the Offer.


The Offer is not being made directly or indirectly in or into the United States,
Canada, Australia or Japan or to any US person or resident of Canada, Australia
or Japan.  Neither this document nor the accompanying documentation may be
distributed or sent in, into or from the United States, Canada, Australia or
Japan or to any US person or resident of Canada, Australia or Japan and doing so
may render invalid any purported acceptance.



The New Babcock Shares have not been, and will be not be, registered under the
US Securities Act of 1933.  Accordingly, the New Babcock Shares may not be
offered, sold or delivered in the United States or to US persons, unless an
exemption from the registration requirements of the US Securities Act 1933 (as
amended) is available.  Also, the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada.  No
prospectus in relation to the New Babcock Shares has been, or will be, lodged or
registered by the Australian Securities Commission, nor have any steps been
taken or will any steps be taken to enable the New Babcock Shares to be offered
in Japan in compliance with applicable securities laws in Japan.  Accordingly,
the New Babcock Shares may not be offered, sold, re-sold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan.



This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.




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