Babcock Regulatory News (BAB)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.

BABCOCK INTERNATIONAL GROUP PLC ("BABCOCK" or the "COMPANY")

16 April 2014

Result of General Meeting

Babcock is pleased to announce that the resolution to approve the proposed acquisition of Avincis Critical Services Topco Limited was passed at the General Meeting held at 10.30 a.m. today.

The table below shows the votes received for and against the Resolution, representing a total of 71.97 per cent. of the 362,073,932 ordinary shares in issue as at the date of the meeting.

The Record Date for entitlements under the Rights Issue was the close of business on 14 April 2014.

Qualifying non-CREST Shareholders (subject to certain exceptions) will be sent a Provisional Allotment Letter in connection with the Company's Rights Issue today, and Qualifying CREST Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 17 April 2014.

Applications have been made to the UKLA for 139,259,204 New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings in New Ordinary Shares will commence, nil paid, at 8.00 a.m. on 17 April 2014.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 am on 6 May 2014. It is anticipated that the Acquisition will complete towards the end of May 2014, following satisfaction of the Spanish and Portuguese antitrust conditions, as described more fully in the Prospectus.

A copy of the Resolution passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/nsm. The voting figures will also shortly be available on the Company's website at www.babcockinternational.com.

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1 Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

2 A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" and "Against" the Resolution.

For further information please contact:

IMPORTANT NOTICE 

The defined terms set out in Part XVI of the prospectus published by Babcock on 27 March 2014 (the "Prospectus") apply in this announcement. This announcement has been issued by and is the sole responsibility of the Company.

This announcement is not a prospectus but an advertisement and investors should not subscribe for, purchase, sell or dispose of any Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or the Provisional Allotment Letters, except on the basis of the information contained in the Prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue and this announcement cannot be relied upon for any investment contract or decision.

A copy of the Prospectus is available from the registered office of the Company and on the Company's website at www.babcockinternational.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or the Excluded Territories.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any of the Excluded Territories and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by

law, and, therefore, persons into whose possession this announcement comes should inform themselves about

and observe any such restrictions.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

J.P. Morgan Securities plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc (together, the "Underwriters"), which are authorised in the UK by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority, are acting exclusively for Babcock and no one else in connection with the Rights Issue and the Acquisition and will not regard any other person as their respective clients in relation to the Rights Issue and/or the Acquisition and will not be responsible to any person other than Babcock for providing the protections afforded to clients of the Underwriters, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

 Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters under FSMA or the regulatory regime established thereunder, none of the Underwriters accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Babcock, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Acquisition or the Rights Issue. Subject to applicable law, each of the Underwriters accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

The Underwriters may, in accordance with applicable laws and regulations, engage in transactions in relation to the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable laws or regulations, the Underwriters do not propose to make any public disclosure in relation to such transactions.