72NS Br.tel.5t%bds28

RNS Number:3188M
BT Group PLC
17 November 2006


Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada or Japan, or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such other jurisdiction.


ANNOUNCEMENT

FOR IMMEDIATE RELEASE

17 November 2006

RECOMMENDED CASH OFFER FOR PLUSNET PLC ("PLUSNET") BY BRITISH TELECOMMUNICATIONS
PLC ("BT"), A SUBSIDIARY OF BT GROUP PLC

Further to the announcement made on 16 November 2006 regarding BT's firm
intention to make an offer for the entire issued and to be issued share capital
of PlusNet ("the Offer"), BT announces that the offer document containing the
full terms and conditions of the Offer (the "Offer Document") has today been
posted to PlusNet Shareholders, together with the Form of Acceptance.

The Offer will be open for acceptance until 1.00 p.m. on 8 December 2006.

A copy of the Offer Document is available for inspection (during normal business
hours on any business day) at the offices of Addleshaw Goddard LLP at 150
Aldersgate Street, London EC1A 4EJ throughout the Offer Period.

Terms defined in the Offer Document have the same meaning in this announcement.

Enquiries:

BT                                      Tel: +44 (0) 20 7356 5000
Paul Ringham

Rothschild                              Tel: +44 (0) 20 7280 5000
(Financial adviser to BT)
Warner Mandel
Chris M Brooks

The directors of BT accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of BT,
who have taken all reasonable care to ensure that such is the case, the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.

Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for BT and no-one else in
connection with the Offer and will not be responsible to anyone other than BT
for providing the protections afforded to its customers or for providing advice
in relation to the Offer or in relation to the contents of this Announcement or
any transaction or arrangement referred to herein.

This Announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise. The Offer will be made solely through the Offer Document, an
advertisement to be placed in a national newspaper in the UK and the Form of
Acceptance. BT intends to dispatch such documents to PlusNet Shareholders (and,
for information only, to participants in the PlusNet Share Option Schemes) and
place such advertisement shortly. The Offer Document and the Form of Acceptance
will together contain the full terms and conditions of the Offer, including
details of how to accept the Offer. Any acceptance or other response to the
Offer should be made only on the basis of the information contained in the Offer
Document and the Form of Acceptance. The laws of relevant jurisdictions may
affect the availability of the Offer to overseas persons. Overseas persons, or
persons who are subject to the laws of any jurisdiction other than the United
Kingdom, should inform themselves about and observe any applicable legal and
regulatory requirements. The Offer Document will be available for public
inspection in the United Kingdom.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, the United States, Canada, Japan or any Prohibited Jurisdiction
and, subject to certain exceptions the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within the United
States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of the
Offer Document, the Form of Acceptance and any related or accompanying document
are not being, and must not be, directly or indirectly, mailed, distributed,
forwarded, transmitted, or otherwise sent, in whole or in part, in, into or from
the United States, Canada, Japan or any Prohibited Jurisdiction, and persons
receiving this Announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail, transmit, forward or send them or any
of them in, into or from the United States, Canada, Japan or any Prohibited
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
Persons receiving the Offer Document, the Form of Acceptance or any related or
accompanying document (including custodians, nominees and trustees) should not
distribute, mail, transmit, forward or send them or any of them in, into or from
the United States, Canada, Japan or any prohibited Jurisdiction or use such
mails or any such means, instrumentality or facility for any purpose related to
the Offer.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of PlusNet, all 'dealings' in any 'relevant securities' of
PlusNet (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptance, lapses
or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of PlusNet
they will be deemed to be a single person for the purpose of Rule 8.3 of the
City Code.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of PlusNet by BT or PlusNet or by any of their respective
'associates' must be disclosed by no later than noon (London time) on the London
business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative reference to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8 of the City Code, you should
consult the Panel.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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