Babcock Regulatory News (BAB)

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN

CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY

INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Identity of the party to the offer or person Bank of America Merrill Lynch

acting

in concert making the disclosure:

(b) Owner or controller of interests and short

positions disclosed, if differenct from 1(a):

(c) Name of offeror/offeree in relation to whose Babcock International

relevant securities this form relates:

(d) Status of person making the disclosure: Advisor to VT Group Plc

(e) Date dealing undertaken: 08/07/2010

(f) Has the party previously disclosed, or is it today YES - .

disclosing, under the Code in respect of any

other party to this offer?

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offereee

to which the disclosure relates following the dealing

Class of relevant security:

GB0009697037 Interests Short Positions

Number % Number %

(1) Relevant securities owned 1,247,750 0.54% 0 0.00

and/or controlled:

(2) Derivatives (other than 0 0.00 0 0.00

options):

(3) Options and agreements 0 0.00 0 0.00

to purchase/sell:

TOTAL: 1,247,750 0.54%  0 0.00

(a) Rights subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to

which subscription right exists:

Details, including nature of the rights

concerned and relevant percenatges:

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant Purchase/sale Number of Price per unit

security securities

Common - GB0009697037 Purchase 871 GBP 6.2

Class of relevant Purchase/sale Number of Price per unit

security securities

Common - GB0009697037 Sale 30,000 GBP 6.17

Common - GB0009697037 Sale 70,000 GBP 6.19

(b) Derivatives transactions (other than options)

Class of Product description Nature of dealing Number of  Price per unit

relevant reference securities

security

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of Product Writing, Number of Exercise Type Expiry Option

relevant description purchasing, securities price date money

security selling, to which per unit paid/

varying etc. option received

relates per unit

(ii) Exercising

Class of relevant Product description Number of securities Exercise price per

security unit

(d) Other dealings (including subscribing for new securities)

Class of relevant Nature of dealing Details Price per unit (if

security applicable)

(a) Indemnity and other dealing

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the party to the offer or person acting in concert

making the disclosure and any other person:

NONE

(b) Agreements, arrangements or understandings relating to options or

Details of any agreement, arrangement or understanding, formal or informal, between

the party to the offer or person acting in concert making the disclosure and any other

person relating to:

(i) the voting rights of any relevant securities under any option; or

 NONE

(c) Attachments

Are any supplemental forms attached?

Supplemental Form 8 (Open Positions) (ii) the voting rights or future acquisition or disposal of any relevant securities to which NO

Supplemental Form 8 (SBL) any derivative is referenced NO

Date of disclosure 09/07/2010

Contact name Doug Berwick

Telephone number +44 20 7995 8859