Form 8.3 - BABCOCK INTERNATIONAL GROUP

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")

1.   KEY INFORMATION

(a) Identity of the person whose
    positions/dealings
    are being disclosed:                                    BARCLAYS PLC
(b) Owner or controller of interests and short
    positions disclosed, if different from
    1(a):
    The naming of nominee or vehicle companies
    is insufficient
(c) Name of offeror/offeree in relation to
    whose relevant securities this form
    relates:                                               Babcock International Group
    Use a separate form for each
    offeror/offeree
(d) If an exempt fund manager connected with
    an offeror/
    offeree, state this and specify identity
    of offeror/offeree:
(e) Date position held/dealing undertaken:                  7 May 2010
(f) Has the discloser previously disclosed, or              YES
    are they today disclosing, under the Code
    in respect of any other party
    to this offer?
                                                            If YES, specify which:
                                                            VT GROUP


2.   POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)  Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:  Ordinary

                            Interests             Short positions
                          Number        %          Number        %
(1) Relevant
    securities
    wned and/or
    controlled:        1,737,382    0.76%        1,031,819    0.45%
(2) Derivatives
    (other
    than options):     1,025,445    0.45%         341,166     0.15%
(3) Options and
    agreements to
    purchase/sell:             0     0.00               0     0.00

    TOTAL:             2,762,827     1.20%       1,372,985    0.60%


All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).

(b)  Rights to subscribe for new securities (including directors' and other
executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.

3.   DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)  Purchases and sales

Class of     Purchase/sale      Number of       Price per
relevant                        securities      unit
security
ORD          Purchase           227            5.5425 GBP
ORD          Purchase           240            5.5075 GBP
ORD          Purchase           253            5.4600 GBP
ORD          Purchase           467            5.5861 GBP
ORD          Purchase           500            5.4324 GBP
ORD          Purchase           500            5.4400 GBP
ORD          Purchase           550            5.4050 GBP
ORD          Purchase           611            5.4425 GBP
ORD          Purchase           624            5.4249 GBP
ORD          Purchase           636            5.4809 GBP
ORD          Purchase           928            5.4350 GBP
ORD          Purchase           934            5.4548 GBP
ORD          Purchase           960            5.4790 GBP
ORD          Purchase           4,955          5.4328 GBP
ORD          Purchase           14,157         5.5159 GBP
ORD          Purchase           15,466         5.4845 GBP
ORD          Purchase           16,354         5.4601 GBP
ORD          Purchase           30,238         5.4750 GBP
ORD          Purchase           34,489         5.4326 GBP
ORD          Sale               227            5.5425 GBP
ORD          Sale               240            5.5075 GBP
ORD          Sale               253            5.4600 GBP
ORD          Sale               354            5.6000 GBP
ORD          Sale               364            5.4393 GBP
ORD          Sale               459            5.5175 GBP
ORD          Sale               500            5.4400 GBP
ORD          Sale               500            5.4694 GBP
ORD          Sale               550            5.4050 GBP
ORD          Sale               550            5.4088 GBP
ORD          Sale               611            5.4425 GBP
ORD          Sale               722            5.4341 GBP
ORD          Sale             3,855            5.4352 GBP
ORD          Sale             7,194            5.4105 GBP
ORD          Sale             9,416            5.4576 GBP
ORD          Sale             20,365           5.4307 GBP
ORD          Sale             24,873           5.4993 GBP
ORD          Sale             25,601           5.4475 GBP
ORD          Sale             38,567           5.5309 GBP

(b)  Derivatives transactions (other than options)

Class of     Product        Nature of dealing      Number of      Price
relevant     description    e.g. opening/          reference      per unit
security     e.g. CFD       closing a long/        securities
                            short position,
                            increasing/reducing
                            a long/short position
ORD          CFD                Long                 722         5.4340 GBP
ORD          CFD                Long                 25,601      5.4475 GBP
ORD          CFD                Long                 38,567      5.5309 GBP
ORD          CFD                Short                636         5.4808 GBP
ORD          CFD                Short                15,466      5.4845 GBP

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

 Class of     Product    Writing,      Number   Exercise       Type     Expiry     Option
 relevant description purchasing,          of      Price       e.g.       date      Money
 security        e.g.    selling,  securities             per unit                  paid/
                 call     varying    to which             American,              received
               option       etc.       option              European              per unit
                                      relates                  etc.


(ii) Exercising

      Class of        Product       Number of        Exercise
      relevant    description      securities           price
      security      e.g. call                        per unit
                       option



(d)  Other dealings (including subscribing for new securities)

       Class of        Nature of         Details        Price per
       Relevant     dealing e.g.                             unit
       security    subscription,                  (if applicable)
                      conversion


The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

4.   OTHER INFORMATION

(a)  Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may be
an inducement to deal or refrain from dealing entered into by the person making
the disclosure and any party to the offer or any person acting in concert with a
party to the offer:
If there are no such agreements, arrangements or understandings, state "none"



(b)  Agreements, arrangements or understandings relating to options or
derivatives

Details of any agreement, arrangement or understanding, formal or informal,
between the person making the disclosure and any other person relating to:
(i)  the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"




(c)  Attachments

Is a Supplemental Form 8 (Open Positions) attached?      NO

Date of disclosure:          10 May 2010
Contact name:                Geoff Smith
Telephone number:            020 7116 2913

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service and must also be emailed to the Takeover Panel at [e-mail].
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's
dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.