Babcock Regulatory News (BAB)

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

For immediate release

21 May 2010

Recommended Acquisition of VT Group plc by Babcock International Group PLC -

Satisfaction of Condition

On 26 April 2010, the boards of Babcock International Group PLC ("Babcock") and VT Group plc ("VT") announced the publication and posting of offer documentation, and the convening of Court and shareholder meetings, in connection with the recommended acquisition by Babcock of the entire issued and to be issued share capital of VT to be effected by a Court-sanctioned scheme of arrangement (the "Acquisition").

Babcock and VT are pleased to announce that they have obtained confirmation from the Committee on Foreign Investment in the United States ("CFIUS") that there are no unresolved US national security concerns with respect to the Acquisition, and that CFIUS has concluded its review of the Acquisition on that basis. Accordingly the related CFIUS condition to the Acquisition has been satisfied.

This follows early termination of the waiting period being granted in respect of the Acquisition under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the regulations made thereunder), as announced by Babcock and VT on 20 April 2010. The Acquisition remains conditional upon the satisfaction or, if permitted, waiver of the remaining conditions to the Acquisition contained in the announcement by Babcock and VT on 23 March 2010.

- Ends -

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to VT shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or VT shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Babcock shares have not been and are not currently intended to be registered under the securities laws or regulations of the United States, Australia, Canada or Japan, and may not be offered or sold in the United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to do so absent registration or an applicable exemption from the securities laws or regulations of such jurisdictions.

Unless otherwise determined by Babcock or required by the Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to do so and persons receiving this announcement must not mail or otherwise forward, distribute or send it in into or from such jurisdictions. Any person who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

A copy of this announcement will be available on Babcock's website at (www.babcock.co.uk) and VT's website (www.vtplc.com) by no later than 12 noon (London time) on 24 May 2010.