Offer Update

Babcock International Group PLC
19 March 2004

                  BABCOCK INTERNATIONAL GROUP PLC ('BABCOCK')

             POSSIBLE OFFER FOR PETERHOUSE GROUP PLC ('PETERHOUSE')





Babcock notes the recent speculation concerning Babcock and Peterhouse and
confirms that it is in discussions about a possible offer for Peterhouse.



Any offer, if made, would be on a recommended basis and would be on the
following terms:



-        a value of 220 pence per Peterhouse share (including the right to
receive the proposed Peterhouse final dividend of 4 pence per share recommended
on 9 March 2004) based upon the closing price of Babcock shares on 18 March
2004;



-        the consideration for the offer will be approximately 70% in new
Babcock shares and approximately 30% in cash which will be funded from a new
debt facility;



-        represents a premium of 56.9% to the average closing middle market
price of approximately 140.2 pence per Peterhouse share in the period between 1
December 2003 and 30 January 2004 (being the last business day prior to the
announcement by Peterhouse that it has received an approach);



The offer, if made, values Peterhouse's shares at approximately £106 million.



On the basis of the expected synergies, the acquisition is expected to be
earnings enhancing pre goodwill in the first full financial year following the
completion of the acquisition.*



At this stage it is by no means certain that an offer will be forthcoming.  A
further announcement will be made in due course.



Babcock is also today giving the following update on its own current trading.



'Since 30 September 2003, Babcock has traded in line with the Directors'
expectations.'



ENQUIRIES


Babcock International Group PLC                                          [phone]
Gordon Campbell, Chairman
Peter Rogers, Chief Executive
Bill Tame, Finance Director

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






* The statement that the possible offer will be earnings enhancing,
pre-goodwill, in the first full financial year following the completion of the
acquisition when compared to the earnings per share that Babcock would have
achieved without the acquisition does not constitute a profit forecast and
should not be interpreted to mean that the earnings per share in the first full
financial year following the acquisition, or in any subsequent period, would
necessarily match or be greater than those for the relevant preceding financial
period.


                      This information is provided by RNS
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