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Babcock Intnl Group (BAB)

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Tuesday 04 May, 2004

Babcock Intnl Group

EGM Statement

Babcock International Group PLC
04 May 2004


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


4 May 2004


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

Result of Extraordinary General Meeting


Babcock International Group PLC is pleased to announce that all resolutions
proposed at the Extraordinary General Meeting of the Company held earlier today,
including the resolution to approve the Offer, were passed unanimously by the
Babcock Shareholders on a show of hands.  Of the proxies received, over 99 per
cent. of votes were in favour of the resolutions.



The Offer remains open for acceptance and Peterhouse Shareholders who have not
yet accepted the Offer are urged to return the Form of Acceptance, whether or
not their Peterhouse Shares are held in CREST, duly completed, signed and
witnessed, and accompanied by their share certificate(s) and / or other document
(s) of title (if their shares are held in certificated form) by hand or by post
to Computershare Investor Services PLC, PO Box No 859, The Pavillions,
Bridgwater Road, Bristol BS99 1XZ or by hand only to Computershare Investor
Services PLC, 7th Floor Jupiter House, Triton Court, 14 Finsbury Square, London
EC2A 1BR by no later than 3.00 p.m. on 6 May 2004.



Copies of the resolutions passed at the Extraordinary General Meeting have been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at the Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS (telephone number +44 (0)20 7066 1000), during normal
business hours on any weekday (public holidays excepted) until the completion of
the acquisition.



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



ENQUIRIES


Babcock International Group PLC                                                             +44 (0)20 7291 5000
Gordon Campbell, Chairman
Peter Rogers, Chief Executive
Bill Tame, Finance Director

Credit Suisse First Boston (Europe) Limited (Financial Adviser to Babcock)                  +44 (0)20 7888 8888
Justin Crookenden
Richard Probert

Cazenove & Co. Ltd (Broker to Babcock)                                                      +44 (0)20 7588 2828
Malcolm Moir
Dermot McKechnie

Financial Dynamics (Public Relations Adviser to Babcock)                                    +44 (0)20 7831 3113
Andrew Lorenz
Richard Mountain

Credit Suisse First Boston (Europe) Limited, which is regulated in the United
Kingdom by the Financial Services Authority, is acting only for Babcock and no-
one else in connection with the Offer and will not regard any other person as
its client or be responsible to anyone other than to Babcock for providing the
protections afforded to clients of Credit Suisse First Boston (Europe) Limited,
nor for giving advice in relation to the Offer.

Cazenove & Co. Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting only for Babcock and no-one else in connection
with the Offer and will not regard any other person as its client or be
responsible to anyone other than to Babcock for providing the protections
afforded to clients of Cazenove & Co. Ltd, nor for giving advice in relation to
the Offer.


The Offer is not being made directly or indirectly in or into the United States,
Canada, Australia or Japan or to any US person or resident of Canada, Australia
or Japan.  Neither this document nor the accompanying documentation may be
distributed or sent in, into or from the United States, Canada, Australia or
Japan or to any US person or resident of Canada, Australia or Japan and doing so
may render invalid any purported acceptance.



The New Babcock Shares have not been, and will be not be, registered under the
US Securities Act of 1933.  Accordingly, the New Babcock Shares may not be
offered, sold or delivered in the United States or to US persons, unless an
exemption from the registration requirements of the US Securities Act 1933 (as
amended) is available.  Also, the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada.  No
prospectus in relation to the New Babcock Shares has been, or will be, lodged or
registered by the Australian Securities Commission, nor have any steps been
taken or will any steps be taken to enable the New Babcock Shares to be offered
in Japan in compliance with applicable securities laws in Japan.  Accordingly,
the New Babcock Shares may not be offered, sold, re-sold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan.



This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.




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

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