Rule 8.1- Birse Group Plc

Balfour Beatty PLC
04 July 2006


                                                                        FORM 8.1

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
                 (Rules 8.1(a) and (b)(i) of the Takeover Code)


1. KEY INFORMATION

Name of person dealing (Note 1)                      BALFOUR BEATTY PLC
                                                                 
Company dealt in                                     BIRSE GROUP PLC
                                                                 
Class of relevant security to which the dealings     ORDINARY SHARES
being disclosed relate (Note 2)                                  

Date of dealing                                      3 JULY 2006


2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                                               Long                 Short
                                               Number (%)           Number (%)
(1) Relevant
securities                                     2,000,000 (1.04%)
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                       Total   2,000,000 (1.04%)


(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security:                       Long           Short
                                                  Number (%)     Number (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                          Total

(c) Rights to subscribe (Note 3)

Class of relevant security:                                  Details


3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale     Number of securities          Price per unit (Note 5)

PURCHASE          2,000,000                     16.1875 PENCE



(b) Derivatives transactions (other than options)

Product      Long/short (Note   Number of securities (Note Price per unit (Note
name,        6)                 7)                         5)
e.g. CFD



(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying

Product  Writing,     Number of         Exercise   Type, e.g. Expiry   Option
name,    selling,     securities to     price      American,  date     money
e.g.     purchasing,  which the option             European            paid/
call     varying      relates (Note 7)             etc.                received
option   etc.                                                          per unit
                                                                       (Note 5)   
                                                                                                                        
                                                                                       

(ii) Exercising

Product name, e.g. call      Number of            Exercise price per unit (Note
option                       securities           5)


(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8) Details   Price per unit (if applicable) (Note 5)



4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.


Is a Supplemental Form 8 attached? (Note 9)                 NO

Date of disclosure                                          4 JULY 2006

Contact name                                                TIM SHARP

Telephone number                                            020 7216 6800

Name of offeree/offeror with which associated               BALFOUR BEATTY PLC

Specify category and nature of associate status (Note 10)   N/A

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




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