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Babcock Intnl Group (BAB)

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Friday 30 April, 2004

Babcock Intnl Group

Offer Update

Babcock International Group PLC
30 April 2004

                                                                   30 April 2004



Recommended cash and shares offer from Babcock International Group PLC 
('Babcock') for Peterhouse Group Plc ('Peterhouse') (the 'Offer')



The Board of Babcock notes today's announcement by David Jackson and Simon
Foster regarding the Offer by Babcock for Peterhouse. This follows their earlier
announcement on April 15 that they are no longer pursuing a possible offer for
Peterhouse.



Babcock's Offer is the only offer for Peterhouse and it has been recommended by
the Board of Peterhouse (other than David Jackson and Simon Foster) and will
allow Peterhouse shareholders to participate in the future growth of the
combined group.



At last night's closing middle-market price of a Babcock share, the Offer values
Peterhouse at 193.9p per share (including the right to retain the final 4p
dividend), and represents a premium of 38.3 per cent. to the average closing
middle market price of approximately 140.2 pence per Peterhouse share in the
period between 1 December 2003 and 30 January 2004 (being the last business day
prior to the announcement by Peterhouse that it had received an approach which
might or might not lead to an offer for the whole of the issued share capital of
Peterhouse).



At the time of the announcement of the Offer, Babcock took into account the
ongoing negotiations on settlement with Network Rail on rail maintenance
transfer and the likely anticipated outcome.



In order to accept the Offer, Peterhouse shareholders should return their Forms
of Acceptance to Computershare Investor Services PLC, PO Box 859, The Pavilions,
Bridgewater Road, Bristol BS99 1XZ as soon as possible, and in any event no
later than 3.00pm on 6 May 2004.



Gordon Campbell, Chairman of Babcock comments:



'Babcock's offer for Peterhouse has been recommended by the Board of Peterhouse
(other than David Jackson and Simon Foster) since announcement and continues to
be. For their own reasons, Messrs Jackson and Foster have declined to support
this recommendation, but have been unable to provide an alternative offer.
Shareholders should note that Messrs Jackson and Foster's announcement today
offers no significant new information and the case remains that Babcock's offer
is the only opportunity for shareholders to participate in the future growth of
a larger and stronger group.'


ENQUIRIES


Babcock International Group PLC                                                             +44 (0)20 7291 5000
Peter Rogers, Chief Executive


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.



The Directors of Babcock accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the Directors of
Babcock (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.


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

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