Offer Update

Babcock International Group PLC
28 May 2004


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


28 May 2004



 RECOMMENDED OFFER BY CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED ON BEHALF OF
            BABCOCK INTERNATIONAL GROUP PLC FOR PETERHOUSE GROUP PLC



                                  Offer Update



The Board of Babcock announces that, as at 3.00 p.m. on 27 May 2004, the second
closing date of the Offer, valid acceptances in respect of 22,692,820 Peterhouse
Shares, representing approximately 47.23 per cent. of the existing issued share
capital of Peterhouse, had been received.



The Board of Babcock, accordingly announces that it is extending the Offer and
the Mix and Match Facility until 3.00 p.m. on 14 June 2004. Under the Takeover
Code, the Offer is not capable of being kept open after this date unless the
Offer has previously become unconditional as to acceptances, except with the
consent of the Panel.



The Offer will not be increased or otherwise amended.*  As the Offer is the only
offer for Peterhouse, shareholders are encouraged to return their Form of
Acceptance without delay.



Forms of Acceptance, whether or not shares are held in CREST, should be returned
duly completed, signed and witnessed, and accompanied by their share certificate
(s) and / or other document(s) of title (if their shares are held in
certificated form) by hand or by post to Computershare Investor Services PLC, PO
Box No 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only to
Computershare Investor Services PLC, 7th Floor Jupiter House, Triton Court, 14
Finsbury Square, London EC2A 1BR by no later than 3.00 p.m. on 14 June 2004.


Save as disclosed above, neither Babcock nor any person deemed to be acting in
concert with Babcock held any Peterhouse Shares or rights over any Peterhouse
Shares prior to the commencement of the Offer Period on 2 February 2004, or has
either acquired or agreed to acquire any Peterhouse Shares or rights over any
Peterhouse Shares since then.



Peter Rogers, Chief Executive of Babcock comments:


'Our recently published full year results showed significant growth in turnover
and profits and the strong cash flow and order book leave us well placed to
continue this trend.  Babcock's shares have outperformed the FTSE All-Share
Index by 77 per cent. over the five years to 31 March 2004.  The case remains
that Babcock's offer is the only opportunity for Peterhouse Shareholders to
participate in the future growth of a larger and stronger group and we encourage
shareholders if they have not done so already, to return their Form of
Acceptance without delay, and in any event before 14 June 2004.'



All terms defined in the Offer Document dated 15 April 2004 have the same
meaning in this announcement, unless the context requires otherwise.



*  Babcock reserves the right to increase or otherwise amend the terms of the
Offer should a competitive situation arise.



ENQUIRIES


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

Credit Suisse First Boston (Europe) Limited 
(Financial Adviser to Babcock)                             [phone]
Andrew Christie
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.




                      This information is provided by RNS
            The company news service from the London Stock Exchange