Scheme of arrangement

Babcock International Group PLC
04 April 2007


EMBARGOED UNTIL 7:00 AM


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

4 April 2007

                        BABCOCK INTERNATIONAL GROUP PLC

                           RECOMMENDED CASH OFFER FOR
             INTERNATIONAL NUCLEAR SOLUTIONS PLC TO BE IMPLEMENTED
                                  BY MEANS OF
                            A SCHEME OF ARRANGEMENT



Summary

 -   The boards of Babcock and INS are pleased to announce that they have
     reached agreement on the terms of a recommended cash offer by Babcock for
     the entire issued and to be issued share capital of INS not already owned
     by Babcock.

 -   The Offer values each INS Share at 63.0 pence and the existing issued share
     capital of INS at approximately £39.3 million and represents a premium of
     approximately 46.6 per cent. to the average Closing Price of 43.0 pence per
     INS Share over the six month period from 18 July 2006 to 17 January 2007,
     the last Business Day prior to the announcement of an approach regarding a
     possible offer for INS.

 -   It is intended that the INS Shares will be acquired by way of a Court
     sanctioned scheme of arrangement under section 425 of the Companies Act.

 -   The INS Directors, who have been so advised by Rothschild and Grant
     Thornton, consider the terms of the Offer to be fair and reasonable. Grant
     Thornton is acting as the independent financial adviser to INS in relation
     to Rule 3 of the City Code. Rothschild is acting as financial adviser to
     INS. Rothschild has a corporate debt advisory relationship with Babcock
     and, as a consequence, with respect to the Offer, is not an independent
     adviser in accordance with Rule 3 of the City Code. In providing their
     advice to the Directors of INS, Rothschild and Grant Thornton have taken
     into account the INS Directors' commercial assessments of the Offer.
     Accordingly, the INS Directors will unanimously recommend that INS
     Shareholders vote in favour of the resolutions to be proposed at the Court
     Meeting and the EGM required to implement the Scheme, as they have
     irrevocably undertaken to do in respect of their own beneficial holdings,
     amounting to, in aggregate, 253,904 INS Shares, representing approximately
     0.4 per cent. of the existing issued share capital of INS.

 -   Babcock currently holds 15,273,875 INS Shares, representing approximately
     24.5 per cent. of the existing issued share capital of INS. In addition,
     Babcock has received irrevocable undertakings to vote (or procure to vote)
     in favour of the Scheme from: Bailey Robinson; Taube Hodson Stonex Partners
     Limited; and Hansa Trust PLC, in respect of their entire beneficial
     holdings of, in aggregate, 10,829,440 INS Shares representing approximately
     17.4 per cent. of the existing issued share capital of INS. Therefore,
     together with the irrevocable undertakings received from the INS Directors,
     Babcock has received irrevocable undertakings to vote (or to procure to
     vote) in favour of the Scheme in respect of, in aggregate, 11,083,344 INS
     Shares, representing approximately 17.8 per cent. of the existing issued
     share capital of INS.

 -   The Scheme will be subject, inter alia, to approval by INS Shareholders who
     are entitled to vote and to sanction by the Court. Full details of the
     Scheme, including an indicative timetable, will be set out in the Scheme
     Document.


Commenting on the Offer, Gordon Campbell, Chairman of Babcock, said:


'INS offers an excellent strategic fit with our existing civil nuclear
engineering activities and brings to us an important set of new customers and
capabilities. The acquisition of INS will position the Group to bid for a wider
range of opportunities in the expanding market for nuclear utility support
services and decommissioning.'


Commenting on the Offer, Chris Brown, Chairman of INS, said:


'I am pleased to announce our recommendation of Babcock's Offer this morning.
The Offer price of 63.0 pence per share represents an attractive premium to the
average share price over the last six months prior to our announcement of an
approach. The Offer provides a significant return to both our new investors at
our May IPO and our long standing investors, many of whom had been shareholders
in RTS for many years.'

The Scheme Document, setting out the details of the Offer and the procedures to
be followed to approve the Scheme, and Forms of Proxy will be posted to INS
Shareholders and, for information only, to option holders in INS as soon as
practicable and in any event within 28 days of this Announcement unless
otherwise agreed with the Panel.


This summary should be read in conjunction with the full text of this
Announcement.



Enquiries:
Babcock                                      Telephone: [phone]
Gordon Campbell
Peter Rogers
Bill Tame

Hawkpoint (financial adviser to Babcock)     Telephone: [phone]
Paul Baines

JPMorgan Cazenove (broker to Babcock)        Telephone: [phone]
Dermot McKechnie

Financial Dynamics (Babcock PR enquiries)    Telephone: [phone]
Susanne Walker

INS                                          Telephone: [phone]
Chris Brown
Tony Moore

Rothschild (financial adviser to INS)        Telephone: [phone]
Greg Cant

Grant Thornton (Rule 3 adviser to INS)       Telephone: [phone]
Ali Sharifi

College Hill (INS PR enquiries)              Telephone: [phone]
Matthew Smallwood



This Announcement does not, and is not intended to, constitute or form part of
any offer to sell, or an invitation to purchase, any securities or the
solicitation of any vote or approval in any jurisdiction. The Offer will be made
solely by means of the Scheme Document, which will contain the full terms and
conditions of the Scheme. INS Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been despatched.


The availability of the Offer and the release, publication or distribution of
this Announcement to persons who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Any failure to comply with such
applicable requirements may constitute a violation of the securities laws of any
such jurisdictions. This Announcement has been prepared for the purposes of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.


The Offer will not be made in or into any jurisdiction where to do so would
consititute a violation of the relevant laws of such jurisdiction. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute the document in or into any jurisdiction where to do so would
consititute a violation of the relevant laws of such jurisdiction.


Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Babcock and no one else
in connection with the Offer and will not be responsible to anyone other than
Babcock for providing the protections afforded to clients of Hawkpoint nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.


JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Babcock and no one
else in connection with the Offer and will not be responsible to anyone other
than Babcock for providing the protections afforded to clients of JPMorgan
Cazenove nor for providing advice in relation to the Offer, the content of this
Announcement or any matter referred to herein.


Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for INS and no one else in
connection with the Offer and will not be responsible to anyone other than INS
for providing the protections afforded to clients of Rothschild nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.


Grant Thornton, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for INS and no one else in
connection with the Offer and will not be responsible to anyone other than INS
for providing the protections afforded to clients of Grant Thornton nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.


Appendix I sets out the Conditions to the implementation of the Offer.


Appendix II sets out the bases and sources of information from which the
financial calculations used in this Announcement have been derived.


Appendix III contains the definitions of terms used in this Announcement
(including this summary).


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of INS and certain
plans and objectives of the boards of INS and Babcock with respect thereto.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often use
words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'will', 'may', 'should', 'would', 'could', or other words of
similar meaning. These statements are based on assumptions and assessments made
by the boards of INS and Babcock in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this Announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although INS and
Babcock believe that the expectations reflected in such forward-looking
statements are reasonable, INS and Babcock can give no assurance that such
expectations will prove to have been correct and INS and Babcock therefore
caution you not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement.


DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of INS, all 'dealings' in any 'relevant securities' of
that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective or lapses or is otherwise withdrawn or on
which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of INS, they will be deemed to be
a single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of INS by Babcock or INS, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.


If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number [phone]; fax number +44 (0)
20 7236 7013.


EMBARGOED UNTIL 7:00 AM


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION


4 April 2007

                        BABCOCK INTERNATIONAL GROUP PLC

                           RECOMMENDED CASH OFFER FOR
             INTERNATIONAL NUCLEAR SOLUTIONS PLC TO BE IMPLEMENTED
                                  BY MEANS OF
                            A SCHEME OF ARRANGEMENT



1. Introduction

The boards of Babcock and INS are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by Babcock for the entire
issued and to be issued share capital of INS, not already owned by Babcock. The
Offer is to be implemented by means of a Court approved scheme of arrangement
under section 425 of the Companies Act.


2. The Scheme

The Scheme will be subject to the Conditions set out in Appendix I to this
Announcement and any further terms to be set out in the Scheme Document. If the
Scheme becomes effective, the Scheme Shares will be cancelled and Scheme
Shareholders on the register of members at the Scheme Record Time will receive:

          for each Scheme Share                     63.0 pence in cash


The Offer values each INS Share at 63.0 pence and the existing issued share
capital of INS at approximately £39.3 million and represents a premium of
approximately 46.6 per cent. to the average Closing Price of 43.0 pence per INS
Share over the six month period from 18 July 2006 to 17 January 2007, the last
Business Day prior to the announcement of an approach regarding a possible offer
for INS.


3. Recommendation

The INS Directors, who have been so advised by Rothschild and Grant Thornton,
consider the terms of the Offer to be fair and reasonable. Grant Thornton is
acting as the independent financial adviser to INS in relation to Rule 3 of the
City Code. Rothschild is acting as financial adviser to INS. Rothschild has a
corporate debt advisory relationship with Babcock and, as a consequence, with
respect to the Offer, is not an independent adviser in accordance with Rule 3 of
the City Code. In providing their advice to the Directors of INS, Rothschild and
Grant Thornton have taken into account the INS Directors' commercial assessments
of the Offer. Accordingly, the INS Directors will unanimously recommend that INS
Shareholders vote in favour of the resolution to be proposed at the Court
Meeting and the EGM required to implement the Scheme, as they have irrevocably
undertaken to do in respect of their own beneficial holdings, amounting to, in
aggregate, 253,904 INS Shares, which represents approximately 0.4 per cent. of
the existing issued share capital of INS.


4. Background to and reasons for the recommendation of the Offer

INS is a specialist provider of engineering and consultancy services to the
nuclear industry with particular emphasis on the 'clean-up and decommissioning'
of the UK's nuclear legacy. This market has an estimated annual spend of £2.1
billion and a total estimated value in excess of £63 billion (Source: NDA).


Against this background, INS has achieved significant growth. Over the four
years between 1 January 2003 and 31 December 2006, turnover has grown from £12.3
million to £31.7 million (a compound annual growth rate of 37.1 per cent.) and
profit before taxation and exceptional items has grown from £0.3 million to £2.5
million (a compound annual growth rate of 101.4 per cent.).


On 18 January 2007, the board of INS announced that it had received an approach
in relation to a potential offer for the Company, after which, on 26 January
2007, Babcock announced that it had acquired 24.5 per cent. of INS's existing
issued share capital. Following Babcock's announcement, INS provided certain due
diligence information to assist Babcock in making an appropriate offer for INS's
remaining issued share capital.


The boards of INS and Babcock today reached agreement on the terms of a
recommended cash offer by Babcock for the entire issued and to be issued share
capital of INS not already owned by Babcock.


In unanimously recommending that INS Shareholders vote in favour of the Scheme,
the INS Directors have given consideration to a range of factors, including:

 -   the Offer of 63.0 pence per INS Share, representing a premium of
     approximately 46.6 per cent. to the average Closing Price of 43.0 pence per
     INS Share over the six month period from 18 July 2006 to 17 January 2007,
     the last Business Day prior to the announcement of an approach regarding a
     possible offer for INS; and

 -   the changing nature of the UK's nuclear services market. The industry is
     going through a period of consolidation and rationalisation of the supply
     chain and is also attracting considerable interest from larger UK and
     overseas corporations. There are likely to be fewer but larger contracts
     and framework agreements, under which work packages will be bundled, which
     will only be accessible to INS as part of bidding consortia. As part of the
     Babcock Group, the INS Directors believe that the Company will have more
     opportunities to take leading roles in bidding for such future contracts
     and framework agreements.


In light of the above, the INS Directors believe that the terms of the Offer are
in the best interests of INS Shareholders and have concluded that the Offer is
fair and reasonable.


5. Structure of the Scheme

(a) Introduction

It is intended that the Offer will be effected by a means of a scheme of
arrangement between INS and the Scheme Shareholders under section 425 of the
Companies Act, the provisions of which will be set out in full in the Scheme
Document. The purpose of the Scheme, together with the proposed changes to INS's
Articles, is to provide for Babcock to become the owner of the entire issued and
to be issued share capital of INS. The Scheme will provide for the cancellation
of the Scheme Shares. Scheme Shareholders will then be entitled to receive cash
on the basis set out in paragraph 2 above.


Prior to the Scheme becoming effective, application will be made to the London
Stock Exchange for INS Shares to be suspended from trading on AIM. It is
anticipated that the last day of dealings in, and for registration of transfers
of, INS Shares will be the last Business Day immediately preceding the Effective
Date. At close of business on the last Business Day immediately preceding the
Effective Date, INS Shares will be suspended from AIM and the admission of such
shares will be cancelled on the Effective Date.


If the Scheme becomes effective, Babcock (and/or its nominee(s)) will acquire
INS Shares fully paid and free from all liens, equitable interests, charges,
encumbrances and other third party rights of any nature whatsoever and together
with all rights attaching to them including the right to receive and retain all
dividends and distributions (if any) declared, made or payable after the
Effective Date. INS does not intend to declare, make or pay any dividends or
distributions prior to the Effective Date.


(b) Conditions to the Offer

The Conditions to the Offer are set out in full in Appendix I to this
Announcement. In summary, the implementation of the Offer will be conditional,
inter alia, upon:

(i)   approval of the Scheme by a majority in number of the Scheme Shareholders
      entitled to be present and voting, either in person or by proxy, at the
      Court Meeting, or any adjournment thereof, representing 75 per cent. or
      more in value of the Scheme Shares voted;

(ii)  the resolution in connection with or required to approve and implement the
      Scheme as set out in the notice of EGM in the Scheme Document being duly
      passed by the requisite majority at the EGM;

(iii) the sanction of the Scheme and confirmation of the associated reduction of
      capital by the Court (in either case, with or without modification on
      terms acceptable to INS and Babcock) and the delivery of an official copy
      of the Court Order to the Registrar of Companies and, in respect of the
      reduction of capital, the registration of the Court Order by him; and

(iv)  the Scheme becoming effective by not later than 30 June 2007 or such later
      date as may be agreed in writing by INS and Babcock (and if appropriate as
      the Court may approve) failing which the Scheme will lapse.


6. Irrevocable undertakings

Babcock has received irrevocable undertakings to vote (or procure to vote) in
favour of the Scheme at the Court Meeting and the resolution at the EGM (or, in
the event that the Offer is implemented by way of a takeover offer, to accept or
procure acceptance of such offer) from the following:


(a)     INS Directors in respect of, in aggregate, 253,904 INS Shares,
representing approximately 0.4 per cent. of the existing issued share capital of
INS.


The undertakings referred to above will remain binding even if a higher
competing offer for INS is made. They will cease to be binding only if (i) the
Offer lapses or is withdrawn or (ii) the documentation in connection with the
Scheme is not posted to INS Shareholders within 28 days of this Announcement or
such later date as the Panel may agree.


(b) Bailey Robinson in respect of his entire beneficial holdings of 4,972,105
INS Shares, representing approximately 8.0 per cent. of the existing issued
share capital of INS.


(c) Taube Hodson Stonex Partners Limited in respect of their entire beneficial
holdings of 2,682,335 INS Shares, representing approximately 4.3 per cent. of
the existing issued share capital of INS.


(d) Hansa Trust PLC in respect of their entire beneficial holdings of 3,175,000
INS Shares, representing approximately 5.1 per cent. of the existing issued
share capital of INS.


These undertakings will cease to be binding if (i) a third party announces a
firm intention to make an offer (in accordance with Rule 2.5 of the Code) to
acquire INS's entire issued share capital, provided that the value of the cash
and non-cash elements and other terms and conditions of this offer values INS's
entire issued share capital at no less than a 10 per cent. premium to the value
placed by the Offer on INS's entire issued share capital or (ii) the Offer
lapses or is withdrawn or (iii) the documentation in connection with the Scheme
is not posted to INS Shareholders within 28 days of this Announcement or such
later date as the Panel may agree.


In aggregate, therefore, Babcock has received irrevocable undertakings to vote
(or procure to vote) in favour of the Scheme at the Court Meeting and the
resolution at the EGM (or, in the event that the Offer is implemented by way of
a takeover offer, to accept or procure acceptance of such offer) in respect of
an aggregate of 11,083,344 INS Shares, representing approximately 17.8 per cent.
of the existing issued share capital of INS.


7. Information on Babcock

Babcock Group is an asset management business, managing fixed infrastructure and
mobile assets. Babcock integrates labour, technical capabilities, systems and
supply chain partners to meet the outsourcing needs of customers.


The company has five operating divisions which are technical services, defence,
networks, engineering and plant services, and rail. Overseas operations are
based in Africa and North America.


For the year ended 31 March 2006, Babcock reported revenue of £836.7 million
(2005: £729.0 million), operating profit before exceptional items of £49.9
million (2005: £41.5 million) and profit before tax (pre amortisation and
exceptionals) of £44.6 million (2005: £35.7 million).


For the six months ended 30 September 2006, Babcock reported revenue of £487.6
million (six months to 30 September 2005: £386.7 million), operating profit
before exceptional items of £33.5 million (2005: £23.9 million) and profit
before tax (pre amortisation and exceptionals) of £30.6 million (2005:
£20.5 million).


On 9 May 2006, Babcock acquired the nuclear and airports services operator,
Alstec Group Limited, for a net cash consideration of £44.9 million, funded from
existing banking facilities. The Alstec airports business has been consolidated
into Babcock Defence Services, while Alstec nuclear and defence services has
been fully consolidated into Babcock Technical Services. In the period to 30
September 2006, Alstec contributed £42.2 million in sales and £4.5 million in
operating profit and performed ahead of Babcock's original planning assumptions.


Babcock's shares are quoted on the London Stock Exchange in the support services
sector.


8. Financing the Offer

The consideration payable under the Offer will be funded from Babcock's existing
banking facilities.


Hawkpoint, financial adviser to Babcock, has confirmed that it is satisfied that
the necessary financial resources are available to Babcock to satisfy the cash
consideration due under the Offer in full. Full implementation of the Offer
would result in a maximum cash consideration of approximately £30.4 million
being payable by Babcock to INS Shareholders (assuming all options are exercised
in full).


9. Information on INS

INS successfully completed the demerger of INS Innovation Limited from Robotic
Technology Systems PLC and was admitted to trading on AIM on 31 May 2006.


INS is a specialist provider of nuclear engineering and consultancy services in
the UK and is focused on providing services and solutions to the nuclear
industry from the initial front end design and development to eventual
commissioning and providing support to the customers' ongoing operations.


INS operates throughout all stages of the project life cycle, providing
professional engineering services for design and project implementation. These
services include procurement inspection and project management enabling the
Company to take projects from inception through all phases of project
implementation to site installation and commissioning.


The Company's main areas of expertise include:

 -   support to the commercial operating facilities associated with fuel
     fabrication and spent fuel reprocessing activities;
 -   waste and nuclear materials handling;
 -   plant asset care and maintenance of redundant facilities;
 -   new build activities covering existing facilities as well as new build
     required to support accelerated clean-up;
 -   decommissioning; and
 -   supply and integration of special purpose plant and equipment.


For the year ended 31 December 2006, INS reported turnover of £31.7 million
(2005: £24.6 million), operating profit before exceptional items of £2.5 million
(2005: £2.2 million) and profit before tax of £1.7 million (2005: £2.3 million).


10. Current trading and prospects

On 27 March 2007, INS issued the following announcement:


'Following the successful admission of International Nuclear Solutions plc
('INS') to the AIM market on 31st May 2006, I am pleased to be able to present
the Group's first set of annual accounts as an independent public company.


Turnover at £31.7 million increased by 29 per cent. in 2006 compared with the
previous year, with the commencement of several significant new contracts,
notably the SPRS and B29 projects at Sellafield. Operating profit before
exceptional items was 11.9 per cent. higher than 2005 at £2.5 million, before
exceptional administrative costs of £0.8 million (2005 - £nil) relating to the
demerger from Robotic Technology Systems PLC (RTS) and subsequent admission to
AIM. Profit after tax and exceptional items was £1.0m, compared with £1.9
million in 2005.


INS produced a strong cash performance in 2006, with £5.9 million cash inflow
from operating activities, an increase in net funds of £2.4 million, and closing
cash balances of £2.7 million.


Our order book, which stood at £11.4 million at the end of June, grew to £12.7
million by the end of 2006, and currently stands at £12.9 million . Our total
headcount at the end of 2006 stood at 274. This is an increase of 23 per cent.
in permanent staff, and 21 per cent. in total from the position at the start of
the year. A new project office has been opened at Birchwood in Warrington, and
we have also relocated our Greengarth office to new premises at the West Lakes
Science Park at Sellafield.


Outlook

Our strong opening order book, and the increasing activity levels in the nuclear
industry, give us confidence that the Group will continue to progress in 2007.
The NDA has announced that there is a small increase in funding in its 2007
budget. We are aware that there will be a reduction in operating revenues to the
NDA in future years as a result of the closure of two Magnox stations at the end
of 2006. This may in the course of time affect the funding available to the NDA
in future years. However, we view the future with confidence given the
increasing overall demand for nuclear decommissioning expertise.'


11. Directors, management and employees and the effect of the Scheme in their
interests

Babcock has confirmed to the INS Directors that, following the Scheme becoming
effective, the existing employment rights, terms and conditions of all the
employees of the INS Group will be safeguarded.


The Non-executive Directors of INS will resign from the Board upon the Scheme
becoming effective.


12. Reasons for the Offer

Babcock Group has identified the civil nuclear decommissioning market as both a
growth opportunity and an industry consistent with the Group's skills,
capabilities and experience and signalled its intention of developing its core
capabilities with the acquisition of Alstec in May 2006.


The acquisition of INS continues, broadens and deepens this strategy by bringing
to the Group an important new set of customers and capabilities which will allow
the Group to bid for a wider range of opportunities in an expanding market.


13. INS Share Schemes

The effects of the Scheme on subsisting options under INS Share Schemes are
summarised below. All INS Shares issued on the exercise of options on or prior
to the Reduction Record Time will be subject to the terms of the Scheme.


The Scheme will not extend to INS Shares issued, including on the exercise of
options, after the Reduction Record Time. However, an amendment to INS's
Articles is to be proposed at the EGM (details of which will be set out in the
Notice of the EGM) to the effect that INS Shares issued on the exercise of
options after the Reduction Record Time will automatically be acquired by
Babcock on the same terms of the Offer.


Options under the INS EMI Scheme may be exercised in full conditional on the
Scheme becoming effective whereas options under the INS SAYE Scheme will become
exercisable on the Court's sanction of the Scheme. Participants will have the
opportunity to exercise their options conditionally on the Scheme becoming
effective in respect of the INS EMI Scheme and on Court sanction in respect of
the INS SAYE Scheme. In the case of the INS SAYE Scheme, options may only be
exercised using accrued savings and interest (if any) due on the exercise date.
Options will lapse if unexercised within 30 days of the Court's sanction of the
Scheme in relation to shares held under the INS SAYE Scheme and on the Effective
Date in relation to options held under the EMI Scheme.


14. Overseas Shareholders

The availability of the Offer to persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements. It is
the responsibility of each of the INS Shareholders who are not resident in the
UK to satisfy themselves as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental exchange control or other consents which may be required or
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such jurisdiction.
Any failure to comply with such applicable requirements may constitute a
violation of the securities laws of any such jurisdictions.


This Announcement has been prepared for the purposes of complying with English
law and the City Code and the information disclosed may be different from that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.


15. Implementation Agreement

INS and Babcock have entered into an Implementation Agreement dated 3 April 2007
, under the terms of which the parties have agreed, amongst other things, to
co-operate to implement the Scheme. Details of the Implementation Agreement will
be set out in the Scheme Document.


Included in the Implementation Agreement is an inducement fee agreement. The
inducement fee, which amounts to circa £0.4 million, representing one per cent.
of the value of the Offer, is payable to Babcock if following this Announcement:

(a) the INS Directors withdraw or modify their approval or recommendation of the
    Offer, or approve the announcement of or recommend any Competing Proposal;
    or

(b) the Offer (whether structured as a Scheme or a takeover offer) lapses or is
    withdrawn in accordance with its terms and prior thereto a Competing
    Proposal for the Company has been announced,


and in either case such Competing Proposal or any other Competing Proposal
subsequently becomes or is declared unconditional in all respects.


16. Suspension and cancellation of admission to AIM of INS Shares

The London Stock Exchange will be requested respectively to suspend and cancel
(i) trading in INS Shares on AIM with effect from close of business on the
Business Day preceding the Effective Date and (ii) the admission of INS Shares
to AIM with effect from 8.00 a.m. on the Effective Date. The last day of
dealings in INS Shares on AIM is expected to be the last Business Day
immediately preceding the Effective Date and no transfers of INS Shares will be
registered after close of business on this date. On the Effective Date, share
certificates in respect of INS Shares will cease to be valid. In addition, on
the Effective Date, entitlements to Scheme Shares held within the CREST system
will be cancelled.



17. Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of INS, all 'dealings' in any 'relevant securities' of
that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective or lapses or is otherwise withdrawn or on
which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of INS, they will be deemed to be
a single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of INS by Babcock or INS, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.


18. Expected timetable

INS expects that it will despatch the Scheme Document to INS Shareholders and,
for information only, to holders of options granted under the INS Share Schemes
within the next 28 days (or such later date as may be agreed with the Panel);
that the Court Meeting and EGM will take place during May 2007; and subject to
the Scheme becoming unconditional and effective in accordance with its terms,
the Effective Date will occur in June 2007.


19. Disclosure of interests in INS

On 26 January 2007, Babcock acquired 15,273,875 INS Shares representing
approximately 24.5 per cent. of INS's entire issued share capital. Save for this
shareholding, and the irrevocable undertakings referred to above, neither
Babcock nor, so far as Babcock is aware, any person acting in concert with
Babcock, owns or controls any INS Shares or any securities convertible or
exchangeable into INS Shares or any rights to subscribe for or purchase the
same, or holds any options (including traded options) in respect of, or has any
option to acquire, any INS Shares or has entered into any derivatives referenced
to INS Shares ('Relevant INS Securities') which remain outstanding, nor does any
such person hold any short positions in relation to Relevant INS Securities
(whether conditional or absolute and whether in the money or otherwise)
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery, nor has any such person lent or borrowed Relevant INS Securities, nor
does any such person have any arrangement in relation to Relevant INS
Securities. For these purposes, 'arrangement' includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to Relevant INS Securities which may be an inducement to deal
or refrain from dealing in such securities. In the interests of secrecy prior to
this Announcement, Babcock has not made any enquiries in this respect of certain
parties which may be deemed by the Panel to be acting in concert with it for the
purposes of the Offer. Enquiries of such parties will be made as soon as
practicable following the date of this Announcement and any material disclosure
in respect of such parties will be included in the Scheme Document.


20. General

The Offer will be subject to the requirements of the City Code and will be on
the terms and subject to the Conditions set out herein and in Appendix I and to
be set out in the Scheme Document. The Scheme Document will include full details
of the Scheme, together with notices of the Court Meeting and the EGM and the
expected timetable.


As at 7.00 a.m. (London time) on 3 April 2007 (the last business day prior to
the date of this Announcement), INS had 62,335,374 shares of one pence in issue
(ISIN number GB00B12QZ964).


Enquiries
Babcock                                         Telephone: [phone]
Gordon Campbell
Peter Rogers
Bill Tame

Hawkpoint (financial adviser to Babcock)        Telephone: [phone]
Paul Baines

JPMorgan Cazenove (broker to Babcock)           Telephone: [phone]
Dermot McKechnie

Financial Dynamics (Babcock PR enquiries)       Telephone: [phone]
Susanne Walker

INS                                             Telephone: [phone]
Chris Brown
Tony Moore

Rothschild (financial adviser to INS)           Telephone: [phone]
Greg Cant

Grant Thornton (Rule 3 financial adviser to     Telephone: [phone]
INS)
Ali Sharifi

College Hill (INS PR enquiries)                 Telephone: [phone]
Matthew Smallwood


This Announcement does not, and is not intended to, constitute or form part of
any offer to sell, or an invitation to purchase, any securities or the
solicitation of any vote or approval in any jurisdiction. The Offer will be made
solely by means of the Scheme Document, which will contain the full terms and
conditions of the Scheme. INS Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been despatched.


The availability of the Offer and the release, publication or distribution of
this Announcement to persons who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Any failure to comply with such
applicable requirements may constitute a violation of the securities laws of any
such jurisdictions. This Announcement has been prepared for the purposes of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.


The Offer will not be made in or into any jurisdiction where to do so would
consititute a violation of the relevant laws of such jurisdiction. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute the document in or into any jurisdiction where to do so would
consititute a violation of the relevant laws of such jurisdiction.


Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Babcock and no one else
in connection with the Offer and will not be responsible to anyone other than
Babcock for providing the protections afforded to clients of Hawkpoint nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.


JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Babcock and no one
else in connection with the Offer and will not be responsible to anyone other
than Babcock for providing the protections afforded to clients of JPMorgan
Cazenove nor for providing advice in relation to the Offer, the content of this
Announcement or any matter referred to herein.


Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for INS and no one else in
connection with the Offer and will not be responsible to anyone other than INS
for providing the protections afforded to clients of Rothschild nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.


Grant Thornton, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for INS and no one else in
connection with the Offer and will not be responsible to anyone other than INS
for providing the protections afforded to clients of Grant Thornton nor for
providing advice in relation to the Offer, the content of this Announcement or
any matter referred to herein.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of INS and certain
plans and objectives of the boards of INS and Babcock with respect thereto.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often use
words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'will', 'may', 'should', 'would', 'could', or other words of
similar meaning. These statements are based on assumptions and assessments made
by the boards of INS and Babcock in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this Announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although INS and
Babcock believe that the expectations reflected in such forward-looking
statements are reasonable, INS and Babcock can give no assurance that such
expectations will prove to have been correct and INS and Babcock therefore
caution you not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement.


21. Appendices

Appendix I sets out Conditions to implementation of the Offer.


Appendix II sets out the bases and sources of information from which the
financial calculations used in this Announcement have been derived.


Appendix III contains the definitions of terms used in this Announcement.


                                   Appendix I

                   CONDITIONS TO IMPLEMENTATION OF THE OFFER

The Offer will be subject to English law and the terms and conditions set out in
this document.

 1.1   The Offer will be conditional upon the Scheme becoming unconditional and
       effective by no later than 30 June 2007 or such later date if any as
       Babcock and INS may, with the consent of the Panel, agree and (if
       required) the Court may allow.

 1.2   The Scheme will be conditional on:

       (a) approval of the Scheme by a majority in number of Scheme Shareholders
           present and voting (and entitled to vote), either in person or by
           proxy, at the Court Meeting representing 75 per cent. or more in
           value of the INS Shares voted;

       (b) the resolution in connection with or required to approve and
           implement the Scheme as set out in the notice of EGM in the Scheme
           Document being duly passed by the requisite majority at the EGM or
           any adjournment thereof; and

       (c) the sanction of the Scheme and the confirmation of the reduction of
           capital by the Court (in either case, with or without modifications
           on terms acceptable to Babcock and INS) and the delivery of an office
           copy of the Court Order to the Registrar of Companies and, in respect
           of the reduction of capital, the registration of the Court Order by
           him.

 1.3   The Offer will also be conditional upon the following matters and,
       accordingly, the necessary actions to make the Scheme effective will not
       be taken unless such conditions have been satisfied or waived by Babcock
       prior to the Scheme being sanctioned by the Court in accordance with
       paragraph 1.2 above:

       (a) no government or governmental, quasi-governmental, supranational,
           statutory or regulatory body, or any court, institution,
           investigative body, association, trade agency or professional or
           environmental body or (without prejudice to the generality of the
           foregoing) any other person or body in any jurisdiction (each, a
           'Relevant Authority') having decided to take, instituted, implemented
           or threatened any action, proceedings, suit, investigation or enquiry
           or enacted, made or proposed any statute, regulation or order or
           otherwise taken any other step or done any thing, and there not
           continuing to be outstanding any statute, legislation or order of any
           Regulatory Authority, that would or might reasonably be expected, in
           a manner in each case which is material and adverse in the context of
           the Offer or the wider INS Group taken as a whole:

           (i)   materially restrict, restrain, prohibit, delay or impose
                 material additional conditions or obligations with respect to,
                 or otherwise materially interfere with the implementation of,
                 the Offer or the acquisition of any INS Shares by Babcock or
                 any matters arising therefrom;

           (ii)  require, prevent or materially delay the divestiture by Babcock
                 or any of its subsidiaries, subsidiary undertakings or
                 associated undertakings (including any company of which 20 per
                 cent. or more of the voting capital is held by the Babcock
                 Group or any partnership, joint venture, firm or company in
                 which any of them may be interested) (together the 'wider
                 Babcock Group') or INS or any of its subsidiaries, subsidiary
                 undertakings or associated undertakings (including any company
                 of which 20 per cent. or more of the voting capital is held by
                 the INS Group or any partnership, joint venture, firm or
                 company in which any of them may be interested) (together the
                 'wider INS Group') of all or any portion of their respective
                 businesses, assets or property or of any shares or other
                 securities in INS or impose any material limitation on the
                 ability of any of them to conduct all or any part of their
                 respective businesses or own their respective assets or
                 properties or any part thereof in each case which is material
                 taken in the context of the wider Babcock Group or the wider
                 INS Group as a whole;

           (iii) impose any material limitation on the ability of any member of
                 the wider Babcock Group to acquire or hold or exercise
                 effectively, directly or indirectly, all rights of all or any
                 of the INS Shares (whether acquired pursuant to the Offer or
                 otherwise);

           (iv)  except pursuant to sections 977-982 of the Companies Act 2006,
                 require any member of the wider Babcock Group or the wider INS
                 Group to offer to acquire any shares or other securities or
                 rights thereover in any member of the wider INS Group owned by
                 any third party;

           (v)   make the Offer or its implementation or the proposed
                 acquisition of INS or any member of the wider INS Group or of
                 any INS Shares or any other shares or securities in, or control
                 of, INS, illegal, void or unenforceable in or under the laws of
                 any jurisdiction;

           (vi)  impose any material limitation on the ability of any member of
                 the wider Babcock Group or the wider INS Group to co-ordinate
                 its business, or any part of it, with the business of any other
                 member of the wider Babcock Group or the wider INS Group; or

           (vii) otherwise materially and adversely affect any or all of the
                 businesses, assets or profits of any member of the wider
                 Babcock Group or the wider INS Group or the exercise of rights
                 of shares of any company in the INS Group,

           and all applicable waiting periods during which such Relevant
           Authority could institute, implement or threaten any such action,
           proceeding, suit, investigation, enquiry or reference or otherwise
           intervene having expired, lapsed or been terminated;

   (b) all authorisations, orders, grants, consents, clearances, licences,
       permissions and approvals, in any jurisdiction, which are necessary or
       are reasonably considered necessary or appropriate by Babcock for or in
       respect of the Offer, the proposed acquisition of any shares or
       securities in, or control of, INS or any member of the wider INS Group by
       any member of the wider Babcock Group or the carrying on of the business
       of any member of the wider INS Group or any matters arising therefrom
       being obtained in terms reasonably satisfactory to Babcock from all
       appropriate Relevant Authorities or (without prejudice to the generality
       of the foregoing) from any persons or bodies with whom any members of the
       wider INS Group has entered into contractual arrangements in any case
       (other than an anti-trust or merger control authority) to an extent which
       would be material in the context of the wider INS Group taken as a whole
       and such authorisations, orders, grants, consents, clearances, licences,
       permissions and approvals remaining in full force and effect and there
       being no intimation of any intention to revoke or not to renew the same
       and all necessary filings having been made, all appropriate waiting and
       other time periods (including extensions thereto) under any applicable
       legislation and regulations in any jurisdiction having expired, lapsed or
       been terminated and all necessary statutory or regulatory obligations in
       any jurisdiction in respect of the Offer or the proposed acquisition of
       INS by Babcock or of any INS Shares or any matters arising therefrom
       having been complied with;

   (c) appropriate assurances being received, in terms satisfactory to Babcock,
       from the relevant authorities or any party with whom any member of the
       wider INS Group has any contractual or other relationship that the
       interests held by any member of the wider INS Group under licences,
       leases, consents, permits and other rights will not be adversely amended
       or otherwise affected by the Offer, to the extent which is or in a manner
       which is material and adverse in the context of the Offer or the proposed
       acquisition of INS or any matters arising therefrom, that such licences,
       leases, consents, permits and other rights are in full force and effect
       and that there is no intention to revoke or amend any of the same;

   (d) save as publicly announced by INS prior to the date of this Announcement
       (by the delivery of an announcement to a Regulatory Information Service)
       or as fairly disclosed prior to the date of this Announcement in writing
       to Babcock or its advisers by or on behalf of INS there being no
       provision of any agreement, instrument, permit, licence or other
       arrangement to which any member of the wider INS Group is a party or by
       or to which it or any of its assets may be bound or subject which, as a
       consequence of the Offer or the acquisition of INS or because of a change
       in the control or management of INS or any member of the INS Group or any
       matters arising therefrom or otherwise, could or might have the result to
       the extent which is or in a manner which is material and adverse in the
       context of the wider INS Group taken as a whole that:

       (i)    any material amount of monies borrowed by, or any other material
              indebtedness, actual or contingent, of, or grant available to, any
              member of the wider INS Group becomes or is capable of being
              declared repayable immediately or earlier than the repayment date
              stated in such agreement, instrument or other arrangement or the
              ability of any member of the wider INS Group to borrow moneys or
              incur indebtedness is withdrawn, inhibited or becoming capable of
              being withdrawn;

       (ii)   any mortgage, charge or other security interest is created over
              the whole or any material part of the business, property or assets
              of any member of the wider INS Group or any such security
              (whenever arising) becomes enforceable;

       (iii)  any such agreement, instrument, permit, licence or other
              arrangement, or any right, interest, liability or obligation of
              any member of the wider INS Group therein, is terminated or
              materially and adversely modified or affected or any action is
              taken or onerous obligation arises thereunder;

       (iv)   the value of any member of the wider INS Group or its financial or
              trading position is prejudiced or adversely affected;

       (v)    any material asset or any interest of any member of the wider INS
              Group being or falling to be charged or disposed of other than in
              the ordinary course of trading;

       (vi)   the rights, liabilities, obligations or interests or business of
              any member of the wider INS Group in or with any other person,
              firm or company (or any arrangement relating to such interest or
              business) is terminated or materially and adversely affected;

       (vii)  any member of the wider INS Group ceases to be able to carry on
              business under any name under which it currently does so;

       (viii) any such agreement, arrangement, licence or other instrument being
              terminated or materially and adversely modified or any onerous
              obligation arising or any material adverse action being taken or
              arising thereunder; or

       (ix)   the creation of any material liabilities (actual or contingent) by
              any such member of the wider INS Group other than in the ordinary
              course of trading;

   (e) since 31 December 2006, save as publicly announced by INS prior to the
       date of this Announcement (by the delivery of an announcement to a
       Regulatory Information Service) or as fairly disclosed prior to the date
       of this Announcement in writing to Babcock or its advisers by or on
       behalf of INS, no member of the INS Group having:

       (i)    issued or agreed to issue or authorised or proposed the issue of
              additional shares of any class or issued or authorised or proposed
              the issue of or granted securities convertible into or rights,
              warrants or options to subscribe for or acquire such shares or
              convertible securities or redeemed, purchased or reduced or
              announced any intention to do so or made any other change to any
              part of its share capital, sold or transferred or agreed to sell
              or transfer any Treasury Shares (as defined in section 162A(3) of
              the Companies Act, other than:
              (A) to other members of the INS Group; or
              (B) shares issued pursuant to the exercise of options or vesting
                  of awards in each case granted under the INS Share Schemes, or
                  under an employee's terms of employment;

       (ii)   recommended, declared, paid or made or proposed to recommend,
              declare, pay or make any dividend, bonus or other distribution
              other than dividends lawfully paid to INS or wholly-owned
              subsidiaries of INS;

       (iii)  implemented or authorised any merger or demerger or acquired or
              disposed of or transferred, mortgaged or charged, or created any
              other security interest over, any material asset or any right,
              title or interest in any material asset (in each case other than
              in the ordinary course of trading) and other than transactions
              between members of the INS Group;

       (iv)   authorised or proposed or announced its intention to propose any
              merger or acquisition or disposal or transfer of material assets
              or any change in its loan capital;

       (v)    purchased, redeemed or repaid any of its own shares or other
              securities or reduced or made or authorised any other material
              change in its share capital save in respect of the matters
              mentioned in paragraph (i) above;

       (vi)   issued or authorised or proposed the issue of any material
              debentures or incurred or increased any indebtedness or contingent
              liability in each case other than to members of the INS Group;

       (vii)  entered into or varied any contract, commitment or arrangement
              (whether in respect of capital expenditure or otherwise) other
              than in the ordinary course of trading which is of a long term or
              unusual nature or which involves or could involve an obligation of
              a nature or magnitude which is material or authorised, proposed or
              announced any intention to do so;

       (viii) entered into, or varied the terms of, any contract or agreement
              with any of the directors of INS;

       (ix)   other than by way of solvent winding-up in respect of a member
              which is dormant at the relevant time, taken or proposed any
              corporate action or had any legal proceedings started or
              threatened against it for its winding-up, dissolution or
              reorganisation or for the appointment of a receiver,
              administrator, administrative receiver, trustee or similar officer
              of all or any of its assets and revenues;

       (x)    waived or compromised any claim other than in the ordinary course
              of trading;

       (xi)   made any amendment to its memorandum or articles of association or
              other incorporation documents;

       (xii)  made or agreed or consented to:

              (A) any significant change to:

                  (I)   the terms of the trust deeds constituting the pension
                        scheme(s) established for its directors, employees or
                        their dependants; or

                  (II)  the benefits which accrue or to the pensions which are
                        payable thereunder; or

                  (III) the basis on which qualification for, or accrual or
                        entitlement to such benefits or pensions are calculated
                        or determined; or

                  (IV)  the basis upon which the liabilities (including
                        pensions) or such pension schemes are funded or made; or

              (B) any change to the trustees including the appointment of a
                  trust corporation;

       (xiii) other than in the ordinary course of its trading, entered into any
              contract, transaction or arrangement which is or may be
              restrictive on the business of any member of the wider INS Group
              or the wider Babcock Group;

       (xiv)  entered into any contract, commitment or agreement with respect to
              any of the transactions or events referred to in this condition;
              and

       (xv)   been unable or admitted that it is unable to pay its debts or
              having stopped or suspended (or threatened to stop or suspend)
              payment of its debts generally or ceased or threatened to cease
              carrying on all or a substantial part of its business;

   (f) since 31 December 2006, save as publicly announced by INS prior to the
       date of this Announcement (by the delivery of an announcement to a
       Regulatory Information Service) or as fairly disclosed prior to the date
       of this Announcement in writing to Babcock or its advisers by or on
       behalf of INS:

       (i)    no litigation, arbitration, prosecution or other legal proceedings
              having been instituted, announced or threatened or become pending
              or remained outstanding by or against any member of the wider INS
              Group or to which any member of the wider INS Group is or may
              become a party (whether as plaintiff, defendant or otherwise)
              which is material and adverse in the context of the wider INS
              Group taken as a whole;

       (ii)   no adverse change having occurred in the business, assets,
              financial or trading position, profits or prospects of any member
              of the wider INS Group to the extent or which is or in a manner
              which is material and adverse in the context of the Offer which is
              material and adverse in the context of the wider INS Group taken
              as a whole; or

       (iii)  (other than as a result of the Offer) no investigation by any
              Relevant Authority having been threatened, announced, implemented
              or instituted or remaining outstanding to the extent which is or
              in a manner which is material and adverse in the context of the
              Offer or which is material and adverse in the context of the wider
              INS Group taken as a whole;

   (g) since 31 December 2006, save as publicly announced by INS prior to the
       date of this Announcement (by the delivery of an announcement to a
       Regulatory Information Service) or as fairly disclosed prior to the date
       of this Announcement in writing to Babcock or its advisers by or on
       behalf of INS, Babcock not having discovered that:

       (i)    any financial, business or other information concerning any member
              of the INS Group disclosed, publicly or otherwise at any time to
              Babcock, by or on behalf of any member of the INS Group, either
              contains a misrepresentation of fact or omits to state a fact
              necessary to make the information contained therein not misleading
              and which was not subsequently corrected before the date of this
              Announcement by disclosure either publicly or otherwise to Babcock
              to an extent which in any case is material and adverse in the
              context of the wider INS Group taken as a whole; or

       (ii)   any member of the wider INS Group is subject to any liability,
              actual or contingent, which is not disclosed in the annual report
              and accounts of INS for the financial year ended 31 December 2006
              and which in any case is material and adverse in the context of
              the wider INS Group taken as a whole; and

       (h) since 31 December 2006, save as publicly announced by INS prior to
           the date of this Announcement (by the delivery of an announcement to
           a Regulatory Information Service) or as fairly disclosed prior to the
           date of this Announcement in writing to Babcock or its advisers by or
           on behalf of INS, Babcock not having discovered that:

           (i)   any past or present member of the wider INS Group has failed to
                 comply with any applicable legislation or regulations of any
                 jurisdiction with regard to the storage, disposal, discharge,
                 spillage, leak or emission of any waste or hazardous substance
                 or any substance likely to impair the environment or to harm
                 human health or otherwise relating to environmental matters
                 (which non-compliance is reasonably likely to give rise to any
                 material liability (whether actual or contingent) on the part
                 of any member of the wider INS Group) or that there has
                 otherwise been any such disposal, discharge, spillage, leak or
                 emission (whether or not the same constituted a non-compliance
                 by any person with any such legislation or regulations and
                 wherever the same may have taken place) which in any such case
                 is reasonably likely to give rise to any material liability
                 (whether actual or contingent) on the part of any member of the
                 wider INS Group which is material and adverse in the context of
                 the wider INS Group taken as a whole;

           (ii)  there is or is likely to be any material liability (whether
                 actual or contingent) to make good, repair, reinstate or clean
                 up any property now or previously owned, occupied or made use
                 of by any past or present member of the wider INS Group under
                 any environmental legislation, regulation, notice, circular or
                 order of any Relevant Authority or third party or otherwise
                 which is material and adverse in the context of the wider INS
                 Group taken as a whole; or

           (iii) that circumstances exist (whether as a result of the making of
                 the Offer or otherwise) which are reasonably likely to lead to
                 any Relevant Authority instituting or any member of the wider
                 INS Group or the wider Babcock Group might be required to
                 institute, an environmental audit or take any other steps which
                 in any such case might result in any actual or contingent
                 liability to improve or install new plant or equipment or make
                 good, repair, re-instate or clean up any land or other asset
                 now or previously owned, occupied or made use of by any member
                 of the wider INS Group which is material and adverse in the
                 context of the wider INS Group taken as a whole.

 1.4   Subject to the requirements of the Panel, Babcock reserves the right to
       waive all or any of conditions 1.3(a) to 1.3(h) above, in whole or in
       part. Babcock shall be under no obligation to waive or treat as satisfied
       any of conditions 1.3(a) to 1.3(h) by a date earlier than the date of the
       sanction of the Scheme referred to in condition 1.2(c) notwithstanding
       that the other conditions of the Offer may at such earlier date have been
       waived or fulfilled and that there are at such earlier date no
       circumstances indicating that any of such conditions may not be capable
       of fulfilment.

 1.5   If Babcock is required by the Panel to make an offer for INS Shares under
       the provisions of Rule 9 of the Code, Babcock may make such alterations
       to the conditions as are necessary to comply with the provisions of that
       Rule.

 1.6   The Offer will lapse (unless otherwise agreed by the Panel) if the Offer
       is referred to the Competition Commission or if the European Commission
       in respect thereof either initiates proceedings under article 6(1)(c) of
       Council Regulation (EEC) 4064/89 or makes a referral to a competent
       authority of the United Kingdom under article 9(1) of that Regulation,
       before (in any such case) the date of the Court Meeting.

 1.7   Subject to the consent of the Panel, Babcock reserves the right to elect
       to implement the Offer by way of a takeover offer. In such event, the
       offer will be implemented on the same terms (subject to appropriate
       amendments, including (without limitation) an acceptance condition set at
       90 per cent. (or such lesser percentage as Babcock may, subject to
       compliance with the Code, decide) of the shares to which such offer
       relates and of the voting rights carried by those shares), so far as
       applicable, as those which would apply to the Scheme.

 1.8   The Offer and the Scheme are governed by English law and will be subject
       to the jurisdiction of the English courts and the conditions set out
       above.





                                  Appendix II

                        BASES AND SOURCES OF INFORMATION

Save as otherwise stated, the following constitute the bases and sources of
certain information referred to in this Announcement:


1. Information relating to INS has been extracted from the AIM admission
document, dated 5 May 2006, and from INS's preliminary annual results
announcement for the year ended 31 December 2006; information relating to
Babcock has been extracted from the relevant published audited reports and
accounts of Babcock and interim reports.


2. The value of the entire issued share capital of INS is based on 62,335,374
INS Shares in issue at 3 April 2007 being the latest practicable day prior to
this Announcement.


3. The maximum cash consideration payable under the Offer is based on 47,061,499
INS Shares (being those INS Shares in issue not already owned by Babcock) and no
more than 1,250,826 'in the money' employee share options outstanding over INS
Shares at the date of this Announcement and which are expected to become
exercisable as a consequence of the Scheme.


4. Unless otherwise stated, all prices quoted for shares are closing mid-market
prices and are derived from the Daily Official List of the London Stock
Exchange.


                                  Appendix III

                                  DEFINITIONS

The following definitions apply throughout this Announcement unless the context
requires otherwise.

'AIM'           AIM, a market operated by the London Stock Exchange;
'Announcement'  this announcement;
'Articles'      articles of association;
'Babcock'       Babcock International Group PLC, a public limited company
                incorporated in England and Wales with registered number
                02342138;
'Babcock Group' Babcock and its subsidiary undertakings and, where the context
or 'Group'      permits, each of them;
'Board'         the full board of Directors of INS as of the date of this
                Announcement;
'Business Day'  a day (excluding Saturdays, Sundays and UK public holidays) on
                which banks in London are generally open for business in the
                City of London;
'the Code' or   the City Code on Takeovers and Mergers;
'City Code'
'Closing Price' the closing middle market quotation of an INS Share as derived
                from the Daily Official List;
'Companies Act' the Companies Act 1985, as amended;
or 'Act'
'Competing      a proposed offer, tender offer, merger, acquisition, scheme of
Proposal'       arrangement, recapitalisation or other combination (including a
                transaction involving a dual listed company structure) relating
                to any direct or indirect acquisition or purchase of 50 per
                cent. or more of the INS Shares or a material amount (as defined
                in note 2 of Rule 21.1 of the City Code) of the business and
                assets of INS and its subsidiaries proposed by any third party;
'Conditions'    the conditions to the implementation of the Offer (including the
                Scheme) and the Offer which are set out in Appendix I to this
                Announcement;
'connected      has the meaning given to it in section 346 of the Companies Act;
person'
'Court'         the High Court of Justice in England and Wales;
'Court Hearing' the hearing at which the Court's confirmation of the reduction
                of capital and the Court's sanction of the Scheme will be
                sought;
'Court Meeting' the meeting of the Scheme Shareholders to be convened pursuant
                to an order of the Court pursuant to section 425 of the
                Companies Act for the purpose of considering and, if thought
                fit, approving the Scheme (with or without modification), and
                any adjustment thereof;
'Court Order'   the order of the Court sanctioning the Scheme under section 425
                of the Act and confirming the associated reduction of capital;
'CREST'         the system for the paperless settlement of trades in securities
                and the holding of uncertificated securities generated by
                CRESTCo in accordance with the Uncertificated Securities
                Regulations 2001 (SI 2001 No.3755);
'CRESTCo'       CRESTCo Limited;
'Daily Official the Daily Official List of the London Stock Exchange;
List'
'Effective      the date on which the Scheme becomes effective in accordance
Date'           with its terms;
'EGM' or        the extraordinary general meeting of INS Shareholders (and any
'Extraordinary  adjournment thereof) to be convened in connection with the
General         Offer;
Meeting'
'EMI Scheme'    INS 2006 Enterprise Management Incentive Scheme;
'Forms of       the blue Form of Proxy for use at the Court Meeting and the pink
Proxy'          Form of Proxy for use at the EGM or either of them as the
                context dictates;
'Grant          Grant Thornton Corporate Finance, the corporate finance division
Thornton'       of Grant Thornton UK LLP;
'Hawkpoint'     Hawkpoint Partners Limited;
'holder'        a registered holder, including any person entitled by
                transmission;
'Independent    all INS Shareholders other than Babcock;
Shareholders'
'INS' or 'the   International Nuclear Solutions PLC a public limited company
Company'        incorporated in England and Wales with registered number 5738079
                or, where the context requires, INS Innovation Limited;
'INS Directors' Christopher John Brown, Anthony Moore, Geoffrey John Mellor,
                Stephen Joseph McGowan and John Gordon Ridings, who are
                directors of INS;
'INS Group'     INS and its subsidiary undertakings and, where the context
                permits, each of them;
'INS            the holders of INS Shares;
Shareholders'
or
'Shareholders'
'INS Share      the INS 2006 Enterprise Management Incentive Scheme and the INS
Schemes'        2006 Savings-Related Share Option Scheme;
'INS Shares'    the shares of one pence each in the capital of INS and 'INS
                Share' means any one of them;
'Implementation the Implementation Agreement dated 3 April 2007 between INS and
Agreement'      Babcock pursuant to which the parties have agreed to implement
                the Scheme;
'JPMorgan       JPMorgan Cazenove Limited;
Cazenove'
'Listing Rules' the listing rules made by the UK Listing Authority ''The Listing
                Rules'' (as amended from time to time);
'London Stock   London Stock Exchange plc;
Exchange'
'Meetings'      the Court Meeting and/or the EGM as the case may be;
'NDA'           the Nuclear Decommissioning Authority;
'Non-executive  each of Christopher John Brown and John Gordon Ridings;
Directors'
'Offer'         the recommended cash offer by Babcock for the entire issued and
                to be issued share capital of INS to be implemented by way of
                the Scheme and the other matters relevant thereto to be
                considered at the Court Meeting and EGM;
'Overseas       INS Shareholders (or nominees of, or custodians or trustees for
Shareholders'   INS Shareholders) not resident in or citizens of the United
                Kingdom;
'Panel'         the Panel on Takeovers and Mergers;
'Reduction      6.00 p.m. on the last Business Day immediately prior to the date
Record Time'    of the Court Hearing;
'Registrar of   the Registrar of Companies of England and Wales;
Companies'
'Regulatory     any of the services set out in schedule 12 to the Listing Rules;
Information
Service' or
'RIS'
'RTS'           Robotic Technology Systems PLC;
'Rothschild'    NM Rothschild & Sons Limited;
'SAYE Scheme'   INS 2006 Savings-Related Share Option Scheme;
'Scheme' or     the proposed scheme of arrangement under section 425 of the
'scheme of      Companies Act between INS and Scheme Shareholders, with or
arrangement'    subject to any modification, addition thereto or condition
                approved or imposed by the Court and agreed to by INS and
                Babcock;
'Scheme         the document to be posted to INS Shareholders and others
Document'       containing, inter alia, the Scheme and the notices of the
                Meetings;
'Scheme Record  6:00 p.m. on the Business Day immediately prior to the Effective
Time'           Date;
'Scheme         the holders of Scheme Shares;
Shareholders'
'Scheme Shares' (i) the INS Shares in issue at the date of the Scheme Document;
                (ii) any INS Shares issued after the date of the Scheme Document
                and before the Voting Record Time in respect of the Court
                Meeting; and
                (iii) any INS Shares issued at or after the Voting Record Time
                in respect of the Court Meeting but on or before the Reduction
                Record Time,
                excluding any INS Shares held by Babcock and, for the avoidance
                of doubt, excluding any shares held in treasury by the Company;
'subsidiary'    have the meaning given to them in the Companies Act;
and 'subsidiary
undertaking'
'UK' or 'United the United Kingdom of Great Britain and Northern Ireland;
Kingdom'
'UK Listing     the Financial Services Authority acting in its capacity as the
Authority'      competent authority for the purpose of Part VI of the Financial
                Services and Markets Act 2000 (as amended);
'US' or 'United the United States of America, its territories and possessions,
States'         any state of the United States of America and the District of
                Columbia;
'US Person'     a US Person as defined in Regulation S under the US Securities
                Act and any nominee thereof;
'US Securities  US Securities Act of 1933, as amended; and
Act'
'Voting Record  the time fixed by the Court and INS for determining the
Time'           entitlement to vote, respectively at the Court Meeting and the
                EGM as will be set out in the notices thereof.






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