Offer Update

Babcock International Group PLC
08 June 2004


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


8 June 2004



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



                        Offer Update - Acceptance Level



The Board of Babcock today announces that they have decided to revise the
acceptance level condition from 90 per cent. to over 50 per cent.  On achieving
acceptances amounting to over 50 per cent. of the voting rights, all other
conditions will either have been satisfied or will be waived and the Offer will
become unconditional in all respects.


Once the Offer becomes unconditional in all respects Babcock intends to procure
the making of an application by Peterhouse to the UKLA for cancellation of the
listing of Peterhouse Shares on the Official List and to the London Stock
Exchange for the cancellation of trading of Peterhouse Shares on the London
Stock Exchange's market for listed securities.  It is anticipated that such
cancellation of listing and admission to trading will take effect no earlier
that 20 business days after the Offer becomes or is declared unconditional in
all respects.  Peterhouse Shareholders are reminded that such cancellation would
significantly reduce the liquidity and marketability of any Peterhouse Shares
not assented to the Offer.



THE BOARD OF BABCOCK HAS EXTENDED THE OFFER AND THE MIX AND MATCH FACILITY UNTIL
1.00 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.
PETERHOUSE SHAREHOLDERS ARE ENCOURAGED IF THEY HAVE NOT DONE SO ALREADY, TO
RETURN THEIR FORM OF ACCEPTANCE WITHOUT DELAY, AND IN ANY EVENT BEFORE 14 JUNE
2004.  THIS IS THE ONLY OFFER FOR PETERHOUSE SHAREHOLDERS AND IT WILL NOT BE
INCREASED OR OTHERWISE AMENDED.


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





ENQUIRIES

Babcock International Group PLC                             [phone]
Gordon Campbell, Chairman
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.  This announcement may not 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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