Offer Update

Babcock International Group PLC
14 June 2004

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





                                                                    14 June 2004



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



                  Offer Update - Offer Declared Unconditional



On 22 March 2004 the Board of Babcock and the Peterhouse Directors (other than
David Jackson and Simon Foster) announced that agreement had been reached on the
terms of a recommended cash and shares offer, to be made by Credit Suisse First
Boston (Europe) Limited on behalf of Babcock, for the entire issued and to be
issued share capital of Peterhouse.



Today, the Board of Babcock is pleased to announce that all the conditions to
the Offer have been satisfied or waived (save for the condition relating to
Admission).  The Offer is hereby declared unconditional in all respects (save
for the condition relating to Admission).  The Offer will remain open for
acceptances until further notice.  The Board of Babcock accordingly announces
that it is extending the Offer until further notice, and the Mix and Match
Facility until 22 June 2004.



As at 8:00 a.m. on 14 June 2004 valid acceptances in respect of 24,673,638
Peterhouse Shares, representing approximately 51.36 per cent. of the existing
issued share capital of Peterhouse, had been received.  Babcock declares that
all the conditions of the Offer have now either been satisfied or are waived
(save for the condition relating to Admission).



Application has been made to the UK Listing Authority and the London Stock
Exchange for the issue of up to 57,052,346 New Babcock Shares, to be admitted to
the Official List and to be admitted to trading on the London Stock Exchange.
The New Babcock Shares rank pari passu with the existing issued shares of
Babcock.  Dealings in the New Babcock Shares are expected to start at 8:00 am on
15 June 2004.



As stated in the Offer Document and in the announcement of 8 June 2004, Babcock
intends to procure the making of an application by Peterhouse to the UK Listing
Authority for the 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 its market for listed securities.  It is anticipated
that cancellation of listing and trading will take effect no earlier than 8:00
a.m. on 13 July 2004, being the twentieth business day following the date the
Offer is expected to go 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.



Peterhouse Shareholders who have not yet accepted the Offer are encouraged to
return the Form of Acceptance, whether or not their Peterhouse Shares are held
in CREST, 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 Pavillions, 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.  This must be done by no later than 1.00 p.m.
on 22 June 2004 to be eligible for the Mix and Match Facility.



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
acquired or agreed to acquire any Peterhouse Shares or rights over any
Peterhouse Shares since then.



Gordon Campbell, Chairman of Babcock comments:



'We are delighted that the majority of Peterhouse Shareholders have chosen to
participate in the future growth of a larger and stronger group, which will be
better placed to secure the increasingly large and complex projects inherent in
the UK support services sector.  We look forward to creating value for all
shareholders of the Enlarged Group.'



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.


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