Disposal/ Acquisition

Hunting PLC
15 February 2001

HUNTING PLC ('Hunting')

Proposed disposal of Hunting Contract Services ('HCS') and
Hunting Technical Support ('HTS'), intention to acquire
Vinson and proposed new share option plans

Summary

Hunting, the oil and gas services and defence group, today
announces:

*  As the first stage in the disposal of its Defence Division, Hunting
   has conditionally agreed to sell HCS and HTS to Babcock
   International Group PLC ('Babcock') for an aggregate consideration
   of approximately £60.9 million, based on the expected level of net
   assets at Completion. Completion of the disposal of HCS and HTS is
   conditional on both Hunting and Babcock shareholder approval;
   
*  Hunting intends to acquire Vinson, a leading tubular goods provider
   in the US oil and gas exploration market, for an aggregate amount of
   US$38 million (approximately £26 million).  The acquisition of
   Vinson would provide Hunting's oil and gas services subsidiary
   HOSINT with increased purchasing strength for tubular goods and
   enhance its ability to coordinate inventories more effectively on
   behalf of customers;
   
*  The Board intends to put in place New Share Option Plans appropriate
   for a group that will operate in the oil and gas services sector in
   North America;
   
*  An Extraordinary General Meeting will be held at 9.30 am on Monday,
   5 March 2001 at the offices of CMS Cameron McKenna at Mitre House,
   160 Aldersgate Street, London EC1A 4DD, to approve the disposal of
   HCS and HTS and the New Share Option Plans; and
   
*  Negotiations for the sale of Hunting Engineering Limited and Irvin
   continue and further announcements will be made in due course.
   

Richard Hunting, Chairman of Hunting, said:

'Today is an important step in the strategic development
of Hunting towards its goal of becoming a pure oil and gas
services group. The Board has concluded that the separate
disposal of the business units making up the Defence
Division will maximise shareholder value and we are very
pleased to announce the significant value that will be
generated from the disposal of HCS and HTS.  We continue
to pursue the sale of Hunting Engineering Limited and
Irvin and further announcements will be made in due
course.'

Dennis Proctor, Chief Executive of Hunting, added:

'Vinson is an excellent company which fits well with our
businesses serving the energy exploration, extraction and
transportation industries. Taken together with the
disposal of HCS and HTS, the purchase of the option to
acquire Vinson marks a major step in the refocusing of the
Group.'

A presentation to analysts will be held at the Lincoln
Centre, 19 Lincoln's Inn Fields, London WC2 at 11.30 am
today.

This summary should be read in conjunction with, and
subject to, the full text of this announcement. Terms used
in this summary have the same meaning as those in the
Appendix.

Enquiries:

Hunting PLC                                   Tel:  [phone]
Dennis Proctor, Chief Executive               
Dennis Clark, Finance Director                
Kenneth Miller, Deputy Chairman               
(from Monday, 19 February)                    

Close Brothers Corporate Finance Limited      Tel:  [phone]
Andrew Cunningham, Director

Brunswick Public Relations                    Tel:  [phone]
Derek Bainbridge
Sara Musgrave

Close Brothers Corporate Finance Limited, which is
regulated by The Securities and Futures Authority Limited,
is acting for the Company and no-one else in connection
with the matters referred to in this announcement and will
not be responsible to anyone other than the Company for
providing the protections afforded to customers of Close
Brothers Corporate Finance Limited or for providing advice
in relation to the matters referred to in this
announcement or any transactions referred to herein.

HUNTING PLC

Proposed disposal of the businesses and assets of HCS and
HTS to Babcock for approximately £60.9 million, intention
to acquire Vinson and proposed new share option plans

1.   Introduction

The Board of Hunting announces that it has entered into a
conditional agreement to sell the businesses and assets
comprising HCS and HTS to Babcock for an aggregate
consideration of approximately £60.9 million, based on the
expected level of net assets at Completion of £1.5
million. The consideration is payable in cash on
Completion.

Due to the size of the transaction, the Disposal is
conditional, inter alia, upon the approval of Shareholders
which is to be sought at an Extraordinary General Meeting
to be held on Monday, 5 March 2001. The Disposal is also
conditional upon the approval of Babcock's shareholders at
a separate extraordinary general meeting, which is
expected to be held on Wednesday, 7 March 2001. Following
approval by both Hunting shareholders and Babcock
shareholders, it is expected that Completion will take
place on Friday, 9 March 2001. Negotiations to dispose of
the remainder of the Defence Division are progressing.

The Board also wishes to put in place proposed New Share
Option Plans to attract and retain key executives. The New
Share Option Plans are considered by the Remuneration
Committee to be appropriate for a group that will be
operating principally in the oil and gas services sector
in North America.  The establishment of the New Share
Option Plans is conditional on the approval of
Shareholders being obtained at the Extraordinary General
Meeting.

2.   Background to and reasons for the Disposal

In April 2000, following a fundamental strategic review,
the Board announced its intention to concentrate the
Group's resources on its Oil Division, where the Board
perceives many opportunities to enhance Shareholder value.

In order to focus on the opportunities for growth in the
oil and gas services industry and to provide the
additional resources to enable the Group to take full
advantage of these growth prospects, the Board considered
the options available to realise value for the Defence
Division.  After assessing the expressions of interest
received from potential purchasers, the Board concluded
that Shareholder value would be maximised by disposing of
the Defence Division in its constituent parts.
Accordingly, the Company has conducted a competitive
auction process that has led to this Disposal.  Further
announcements regarding the disposals of HEL and Irvin
will be made in due course.

The markets for the supply of services to the upstream oil
and gas industry strengthened during the second half of
2000 and the Board believes that this position is likely
to continue, as evidenced by the announcements from those
exploration companies which are increasing their drilling
plans for the current year. HOSINT has established a
strong position in this market and is very well placed to
take advantage of these conditions. Continuing growth in
2001 is also expected from Hunting Iberia which was
acquired on 20 January 2000. Hunting Iberia supplies drill
pipe and related accessories to the trenchless drilling
market and performed strongly in 2000.

In the midstream oil and gas market, the Group is strongly
represented through its majority owned subsidiary Gibson
Petroleum which had a very successful year in 2000. This
Canadian subsidiary markets, stores and transports crude
oil, natural gas and liquid petroleum gases and, your
Board believes, is in a strong position to achieve good
results again in 2001.

The Group has been actively pursuing a number of expansion
opportunities and it has recently entered into an option
contract whereby for a payment of US$5 million
(approximately £3 million) it has been granted an option
to acquire Vinson, a leading US oil and gas services
business, for an aggregate sum of approximately US $38
million (approximately £26 million). It is the Board's
intention to exercise this option as soon as is
practicable following Completion. Further details on
Vinson are set out below.  Other acquisitions are expected
during the course of the year.

On 1 January 2001 Dennis Proctor became Chief Executive of
the Group.  His extensive experience of the oil and gas
services industry will ensure that the Continuing Group is
well placed to grow its activities in this area both
organically and by acquisition.  The former Chief
Executive, Kenneth Miller, is now Deputy Chairman and is
responsible for completing the sale of the remainder of
the Defence Division.

3.   Information on HCS and HTS

HCS is a leading provider of support services to the MOD
under long-term contracts. Its activities range from on-
site management and maintenance to training, logistics and
support. HCS employs approximately 1,800 people across its
operations and currently holds ten MOD contracts providing
support services to the British Armed Forces. It is also
the principal sub-contractor to HEL in the supply of
ongoing support services in respect of the TFA Contract.
The operation and maintenance support services under the
TFA Contract are performed by HFM, a company forming part
of HCS.  HCS has a strong reputation in the outsourced MOD
support services market and is bidding for a large number
of upcoming MOD support service contracts, both by itself
and in consortia or joint ventures with other leading
players in the support services and defence sectors.

HTS is a supplier of temporary, contract and permanent
technical personnel primarily to the aerospace industry
employing just over 30 people. It is a niche player in the
aerospace sector and has also developed a position in the
short-term contract telecommunications staffing market.
It has more than 300 contractors on its books at any one
time working for customers. HTS also operates part of its
business through Acetech.  HTS has a database of
approximately 10,000 skilled and semi-skilled personnel
interested in contract employment in the UK, Canada,
Europe and the Middle East. Its customers include
companies such as BAE SYSTEMS and British Midland.

In the financial year ended 31 December 1999, the
Businesses generated an operating profit of £5.6 million
(before interest and taxation) on turnover of £56.7
million. As at 31 December 1999, the net assets of the
Businesses were £1.6 million.

4.   Information on Babcock

The activities of Babcock include the provision of
engineering and technology support services to the
defence, marine and secure facilities sectors. In the
defence sector it provides a refit capability for
warships, submarines and support vessels, logistics
support and material procurement services. In the year
ended 31 March 2000, Babcock reported sales of £470
million and operating profits of £21 million. As at 30
September 2000, Babcock had net assets of £157 million.

5.   Principal terms and conditions of the Disposal

The aggregate consideration for the Disposal of
approximately £60.9 million is payable in cash, subject to
an adjustment to reflect the actual level of net assets
being greater or less than £1.5 million at Completion.
The Sale and Purchase Agreement contains certain
warranties and indemnities given by HAL to the Purchaser.
The obligations both of HAL and of the Purchaser under the
Sale and Purchase Agreement are guaranteed by Hunting and
Babcock respectively. The Disposal is conditional, inter
alia, upon both Hunting and Babcock obtaining the approval
of their respective shareholders at extraordinary general
meetings of each company. Completion is expected to take
place on Friday, 9 March 2001.

If Babcock's shareholders do not approve the acquisition,
Babcock has agreed to pay Hunting a termination fee of
£1.5 million, and if Hunting's Shareholders do not approve
the Disposal, Hunting has agreed to pay to Babcock a
termination fee of £1.5 million.  The fee payable by
Babcock to Hunting will not be paid if Babcock's
shareholders do not approve the acquisition following the
withdrawal by Babcock's directors of their recommendation
to vote in favour of the resolution approving the
acquisition arising in consequence of a fundamental
adverse change in the Businesses (as defined in the Sale
and Purchase Agreement).

6.   Financial effects of the Disposal and use of proceeds

The proceeds of the Disposal before expenses are expected
to be £60.9 million. On a pro forma basis and after taking
account of the Disposal, the Continuing Group's net debt
position at 30 June 2000 was £42.5 million.

The Disposal, based on the Businesses' net liabilities of
£1.6 million as at 30 June 2000, is expected to result in
a profit before taxation of approximately £51.2 million,
which will be reflected as an exceptional item in the
profit and loss account of the Group for the year ending
31 December 2001.

The net proceeds of the Disposal will initially be used to
reduce Group borrowings and, as a result, the Continuing
Group will have facilities available to take advantage of
the significant future opportunities to develop the
Continuing Group's oil and gas services operations
(including the exercise of the option to acquire Vinson
which is detailed below).

7.   Option to acquire Vinson

On 22 December 2000, the Group entered into an option
contract whereby, in consideration of the payment of US $5
million (approximately £3 million), Hunting has been
granted an option to acquire Vinson, a US oil and gas
services business, for an aggregate sum of approximately
US$38 million (£26 million) in cash subject to an
adjustment to reflect the level of net assets of Vinson at
completion. This option is exercisable by Hunting at any
time up to and including 2 April 2001.  It is the Board's
intention to exercise the option to acquire Vinson as soon
as is practicable after Completion. The amount of US$5
million (approximately £3 million) paid for this option
will be deducted from the aggregate sum to be paid for
Vinson.

Vinson is one of the largest distributors of OCTG to the
oil and gas exploration industry.  Vinson has a number of
key customers, the largest being Chevron which has had a
global purchasing contract with Vinson since 1992.  HOSINT
and Vinson currently work together in various customer
alliances and, with Vinson's relationship with a number of
US steel mills, the Directors believe the combined
operation would become one of the world's largest
suppliers of tubular goods to the oil and gas industry.
The acquisition would provide HOSINT with increased
purchasing strength for tubular goods and enhance its
ability to coordinate inventories more effectively on
behalf of customers.

In the year ended 31 December 1999, Vinson achieved
turnover of US$135 million (approximately £93 million) and
an operating loss of US$5.6 (approximately £3.9 million)
from net assets of US$23 million (approximately £16
million).  Following an improvement in the level of oil
and gas exploration activity, there was a substantial
improvement in Vinson's performance in 2000. The Board
expects Vinson to generate a level of profitability which
underpins the level of the consideration and the Board
also expects the acquisition of Vinson to be earnings
enhancing in the current year. This statement should not
be interpreted to mean that the future earnings per
Ordinary Share following the acquisition will necessarily
be greater than the historic earnings per Ordinary Share.

8.   Current trading and Continuing Group prospects

The Board intends to announce the preliminary results for
the Group for the year ended 31 December 2000 on 22 March
2001.

Trading in the Oil Division in the six months ended 31
December 2000 was significantly above the level for the
six months ended 30 June 2000. Gibson Petroleum in Canada
continued its strong performance and activity levels for
HOSINT increased further internationally. The North Sea
area, which had hitherto been depressed, also started to
reflect signs of a significant recovery. Tenkay Resources
benefited from higher oil and gas prices and the
commencement of production from substantial new
discoveries announced last December.

In the six months ended 31 December 2000, the Defence
Division traded at a similar level to the six months ended
30 June 2000, with improved results from HCS and Irvin and
a satisfactory performance from HTS, given market
conditions, being offset by a reduced performance from
HEL.

Group trading in the current year has continued at a
similar level to that experienced in second half of the
year ended 31 December 2000.  Conditions in the oil and
gas markets are expected to remain strong in 2001 as
certain customers of the Continuing Group have already
announced increased spending plans for oil and
particularly gas exploration and development. Although oil
prices have fluctuated in recent weeks, the Board does not
expect ongoing activity levels for the Continuing Group to
be significantly affected by this uncertainty. Gas prices
remain at historically high levels.  The Board believes
the Continuing Group is well positioned to take advantage
of the increased activity in the oil and gas exploration
markets.

9.   New Share Option Plans

In the light of the Board's decision to focus the Group's
strategy on the oil and gas services markets, the
Remuneration Committee has reviewed the current
remuneration arrangements for the Group's Directors and
senior executives and has taken advice as to current
market practice. Particular account has been taken of the
fact that concentrating on the development of the Group's
oil and gas services operations will, following the sale
of the Defence Division, shift the emphasis of the Group
from the UK to North America, where the importance of the
performance-related elements of remuneration packages is
greater. In North America, longer-term incentives are most
commonly provided through share options and other forms of
share-based incentives are comparatively rare. As a result
of this review, the Remuneration Committee has recommended
the reintroduction of share options as the most
appropriate form of incentive for directors and senior
executives.

The two New Share Option Plans are on terms that are
broadly similar. The Approved Share Option Plan is
intended to qualify for Inland Revenue approval so that
options granted over Ordinary Shares within the statutory
limit (currently £30,000) will, if exercised within the
statutory periods, qualify for favourable UK tax
treatment. Any option granted to a director or an
executive who is not subject to UK tax, and any option
granted over Ordinary Shares with a market value at the
date of grant in excess of the statutory limit, will be
granted under the Unapproved Share Option Plan.

The Board believes that the New Share Option Plans are
essential to attract, retain and incentivise directors and
key executives in the international oil and gas services
industry.

10.  Extraordinary General Meeting

The Disposal is conditional, inter alia, upon the approval
of Shareholders by the passing of the Disposal Resolution.
Adoption of the New Share Option Plans is conditional upon
the approval of Shareholders by the passing of the New
Share Option Plans Resolution.  A circular will be posted
to Shareholders today and the Extraordinary General
Meeting will be held at 9.30 am on Monday, 5 March 2001.

Enquiries:

Hunting PLC                                   Tel:  [phone]
Dennis Proctor, Chief Executive
Dennis Clark, Finance Director
Kenneth Miller, Deputy Chairman
(from Monday, 19 February)

Close Brothers Corporate Finance Limited      Tel:  [phone]
Andrew Cunningham, Director

Brunswick Public Relations                    Tel:  [phone]
Derek Bainbridge
Sara Musgrave

Close Brothers Corporate Finance Limited, which is
regulated by The Securities and Futures Authority Limited,
is acting for the Company and no-one else in connection
with the matters referred to in this announcement and will
not be responsible to anyone other than the Company for
providing the protections afforded to customers of Close
Brothers Corporate Finance Limited or for providing advice
in relation to the matters referred to in this
announcement or any transactions referred to herein.

APPENDIX

Definitions

In this announcement the following words and expressions
shall, except where the context requires otherwise, have
the following meanings:

'Acetech'                          Acetech Personnel Limited, a
                                   wholly owned subsidiary of Hunting
'Approved Share Option Plan'       the Hunting 2001 Approved Share
                                   Option Plan proposed to be adopted
                                   by the Company
'Babcock'                          Babcock International Group PLC
'Board' or 'Directors'             the Executive Directors and the
                                   Non-executive Directors
'Businesses'                       the businesses and assets
                                   comprising HCS and HTS, including
                                   HFM and Acetech respectively, as
                                   further described in the section
                                   headed 'Information on HCS and
                                   HTS' in this announcement
'Close Brothers'                   Close Brothers Corporate Finance
                                   Limited
'Completion'                       completion of the Disposal
'Continuing Group'                 the Group as comprised following
                                   the Disposal
'Defence Division'                 the defence division of Hunting,
                                   comprising various businesses,
                                   assets and entities including HCS,
                                   HTS, HEL and Irvin
'Disposal'                         the proposed disposal of the
                                   Businesses as further described in
                                   this announcement
'Disposal Resolution'              the ordinary resolution seeking
                                   approval for the Disposal
'Executive Directors'              Richard Hunting, Kenneth Miller,
                                   Dennis Proctor, Dennis Clark,
                                   Terry Gomke and Roger Whysall
'Extraordinary General Meeting' or the extraordinary general meeting
'Meeting'                          of the Company or any adjournment
                                   thereof to be held at 9.30 am on
                                   Monday, 5 March 2001 at the
                                   offices of CMS Cameron McKenna
'Gibson Petroleum'                 Gibson Petroleum Company Limited,
                                   a 64 per cent. owned subsidiary of
                                   Hunting
'Group'                            Hunting and its subsidiaries
'HAL'                              Hunting Aviation Limited, the
                                   seller of the Businesses and a
                                   wholly owned subsidiary of Hunting
'HCS'                              the business known as Hunting
                                   Contract Services and HFM, as
                                   further described in the section
                                   headed 'Information on HCS and
                                   HTS' of this announcement
'HEL'                              Hunting Engineering Limited, a
                                   wholly owned subsidiary of Hunting
'HFM'                              Hiberna FM Limited, a wholly owned
                                   subsidiary of Hunting
'HOSInc'                           Hunting Oilfield Services Holdings
                                   Inc., a wholly owned subsidiary of
                                   Hunting
'HOSINT'                           Hunting Oilfield Services
                                   (International) Limited, a wholly
                                   owned subsidiary of Hunting
'HTS'                              the business known as Hunting
                                   Technical Support and Acetech as
                                   further described in the section
                                   headed 'Information on HCS and
                                   HTS' of this announcement
'Hunting' or 'the Company'         Hunting PLC
'Hunting Iberia'                   Hunting Iberia Inc., a wholly
                                   owned subsidiary of Hunting
'Irvin'                            Irvin Aerospace Limited, Irvin
                                   Aerospace Canada Limited and Irvin
                                   Aerospace Inc. each of which is a
                                   wholly owned subsidiary of Hunting
'London Stock Exchange'            London Stock Exchange plc
'MOD'                              Ministry of Defence
'New Share Option Plans'           the Approved Share Option Plan and
                                   the Unapproved Share Option Plan
'New Share Option Plans            the ordinary resolution seeking
Resolution'                        approval for the New Share Option
                                   Plans
'Non-Executive Directors'          Sir Patrick Brown KCB, Alan Fryer
                                   and Iain Paterson
'Oil Country Tubular Goods' or     steel pipes in 1' to 24' diameters
'OCTG'                             and lengths of 30 to 40 feet used
                                   in oil and gas exploration to
                                   convey oil and gas from the
                                   producing reservoir to the
                                   wellhead surface.  Each length is
                                   joined by industry standard or
                                   proprietary threads
'Oil Division'                     the oil and gas services division
                                   of Hunting, comprising various
                                   businesses, assets and entities
'Ordinary Shares'                  ordinary shares of 25p each in the
                                   capital of the Company
'Purchaser'                        Babcock Rosyth Defence Limited, a
                                   wholly owned subsidiary of Babcock
'Remuneration Committee'           Sir Patrick Brown KCB, Alan Fryer
                                   and Iain Paterson
'Resolutions'                      the Disposal Resolution and the
                                   New Share Option Plans Resolution
'Sale and Purchase Agreement'      the conditional agreement dated 14
                                   February 2001 between Hunting,
                                   HAL, the Purchaser and Babcock
                                   relating to the sale of the
                                   Businesses
'Shareholders'                     holders of Ordinary Shares in
                                   Hunting PLC
'Tenkay Resources'                 Tenkay Resources Inc., a wholly
                                   owned subsidiary of Hunting
'TFA Contract'                     the Temporary Field Accommodation
                                   contract between MOD and HEL for
                                   the construction, operations and
                                   maintenance of accommodation for
                                   the UK peace-keeping forces in
                                   Kosovo
'UK'                               the United Kingdom of Great
                                   Britain and Northern Ireland
'Unapproved Share Option Plan'     the Hunting 2001 Unapproved Share
                                   Option Plan proposed to be adopted
                                   by the Company
'US'                               United States of America
'US$'                              United States dollar
'Vinson'                           substantially all of the operating
                                   assets of Vinson Supply Company,
                                   Composite Thread Protectors, Inc.
                                   and Vinson Supply (UK) Limited

Unless otherwise stated an exchange rate of US$ 1.45 : £1
has been applied where appropriate throughout the
announcement.