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.

Recommended Acquisition

of

VT Group plc

by

Babcock International Group PLC

8 July 2010

Court Order Confirming the Reduction of Capital

VT Group plc ("VT") is pleased to announce that the Court has today confirmed the reduction of VT's share capital in connection with the Scheme by which the recommended acquisition of VT by Babcock International Group PLC ("Babcock") is being implemented. This follows the Court's sanctioning of the Scheme at a hearing held on 5 July 2010.

The Scheme will become effective upon the Court Order confirming the reduction of capital being delivered to and, as ordered by the Court, registered with the Registrar of Companies, which is expected to take place today, 8 July 2010.

Trading in VT Shares on the London Stock Exchange's market for listed securities and the listing of VT Shares on the Official List of the UK Listing Authority were suspended with effect from 7.30 a.m. on 6 July 2010. It is expected that the listing of VT Shares will be cancelled by 8.00 a.m. on 9 July 2010.

Despatch of cheques or settlement through CREST (as appropriate) in respect of cash consideration and crediting of statements of entitlement or despatch of share certificates in respect of the New Babcock Shares (as appropriate) will take place no later than 22 July 2010.

Defined terms used in this announcement have the same meanings as set out in the Scheme Circular published by VT on 26 April 2010.

Enquiries:

VT Group plc

Rothschild (financial adviser to VT)

Merrill Lynch (corporate broker to VT)

Babcock International Group PLC

J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock)

Evercore Partners (joint financial adviser to Babcock)

N. M. Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for VT and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than VT for providing the protections afforded to clients of N. M. Rothschild & Sons Limited nor for providing advice in relation to any matter referred to herein.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for VT and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than VT for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in relation to any matter referred to herein.

J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Babcock and no-one else in connection with the contents of this announcement and will not be responsible to any person other than Babcock for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to any matter referred to herein.

Evercore Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to 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 Evercore Partners Limited nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of VT and Babcock are advised to read carefully the formal scheme documentation in relation to the Acquisition. The proposals of the Acquisition will be made solely through the scheme documentation, which will contain the full terms and conditions of Acquisition, including details of how to vote with respect to the Acquisition. Any response to the proposals should be made only on the basis of the information in the scheme documentation.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code on Takeover and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

You may request a hard copy of this announcement by contacting the Shareholder Helpline of Capita Registrars on 0871 664 0321 (or +44 20 8639 3399 if you are calling from outside the UK). You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Publication on Website

A copy of this announcement will be made available, free of charge, at VT's website (www.vtplc.com) by no later than 12 noon (London time) on 9 July 2010.