Babcock Regulatory News (BAB)

Babcock International Group PLC

22 February 2010

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

Babcock International Group PLC - conditionality of any offer for VT Group plc

At the request of the Takeover Panel, Babcock confirms that any offer which it may announce for VT Group plc ("VT") would, if applicable, be subject to either a condition or a pre-condition that VT's proposal to acquire Mouchel Group plc is withdrawn, lapses or otherwise fails to become unconditional or effective.

Enquiries:

Babcock

Peter Rogers (Chief Executive)

Bill Tame (Group Finance Director)

+44 (0)20 7355 5300

Financial Dynamics

Andrew Lorenz

Richard Mountain

Sophie Kernon

+44 (0)20 7831 3113

J.P. Morgan Cazenove

Andrew Truscott

Malcolm Moir

+44 (0)20 7588 2828

Evercore Partners

Bernard Taylor

Julian Oakley

+44 (0)20 7268 2700

J.P. Morgan Cazenove Limited and Evercore Partners Limited are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for Babcock and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Babcock for providing the protections afforded to clients of J.P. Morgan Cazenove Limited and Evercore Partners Limited or for providing advice in relation to the matters set out in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

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 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 Takeover 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.

Publication on Babcock website

A copy of this announcement will be available on Babcock's website at (www.babcock.co.uk) by no later than 12 noon (London time) on 23 February 2010