Offer Update

Babcock International Group PLC
23 June 2004


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


23 June 2004


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



    Offer Update - Result of Mix and Match Facility Elections and Compulsory
                                  Acquisition



On 15 June 2004, the Board of Babcock announced that the Offer made by Credit
Suisse First Boston (Europe) Limited on behalf of Babcock International Group
PLC for the entire issued and to be issued ordinary share capital of Peterhouse
Group Plc had been declared unconditional in all respects.



Today, the Board of Babcock announces that as at 1.00 p.m. on 22 June 2004 (the
expiry time and date for the Mix and Match elections) valid acceptances in
respect of 45,175,717 Peterhouse Shares, representing approximately 94.04 per
cent. of the existing issued share capital of Peterhouse, had been received.  On
the basis of the closing middle market price of a Babcock Share on 22 June 2004,
the last business day prior to this announcement, the Offer currently values the
entire issued and to be issued share capital of Peterhouse at approximately
£101.1 million and each Peterhouse Share at approximately 210.1 pence
(comprising 1.1858 Babcock Shares and 64.8 pence in cash).



Of these acceptances, Babcock has received valid elections under the Mix and
Match Facility in respect of 20,520,245 Peterhouse Shares to receive additional
cash and in respect of 13,328,901 Peterhouse Shares to receive additional
Babcock Shares.  Accordingly, elections to receive additional Babcock Shares
will be satisfied in full and elections to receive additional cash will be
scaled down on a pro rata basis.  Peterhouse Shareholders who validly elected to
receive additional cash will receive approximately 0.8557 Babcock Shares and
106.9 pence in cash per Peterhouse Share and so in proportion for any other
number of Peterhouse Shares.  Fractions of New Babcock Shares will not be issued
or allotted to accepting Peterhouse Shareholders and, accordingly, fractional
entitlements to New Babcock Shares will be aggregated and sold in the market and
the net proceeds of the sale retained for the benefit of the Enlarged Group.
Entitlements of accepting Peterhouse Shareholders under the Offer to fractions
of a penny will be rounded down.



As valid acceptances have been received in respect of more than 90 per cent. of
the Peterhouse Shares to which the Offer relates, Babcock intends to apply the
provisions of sections 428-430F of the Companies Act 1985 to acquire
compulsorily all outstanding Peterhouse Shares on the terms of the Offer.
Accordingly, Babcock will be shortly posting formal notices pursuant to section
429(4) of the Companies Act to those Peterhouse Shareholders who have not yet
validly accepted the Offer.  The Offer will be extended until further notice.



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



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.


ENQUIRIES


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

Credit Suisse First Boston (Financial Adviser to Babcock)   [phone]
Andrew Christie
Richard Probert

Cazenove (Broker to Babcock)                                [phone]
Malcolm Moir
Dermot McKechnie

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



Credit Suisse First Boston, 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, nor for giving advice in
relation to the Offer or any other matter referred to in this announcement.



Cazenove, 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, nor for giving advice in relation to the Offer or any other matter
referred to in this announcement.



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