Determination of tender offer for Senior Notes

23 September, 2002 ESAT GROUP LIMITED ANNOUNCES THE DETERMINATION OF THE TENDER OFFER PURCHASE PRICE FOR ITS 11 7/8% SENIOR NOTES DUE 2008 BT Group today announced that Esat Group Limited (formerly known as Esat Telecom Group PLC and Esat Holdings Limited) ("Esat") - a wholly owned subsidiary - has determined the total purchase price per $1,000 principal amount of the 11 7/8% Senior Notes (the "Notes") due 2008 under the terms of Esat's previously announced tender offer and consent solicitation. The total purchase price to be paid for each validly tendered and consented Note is $1,161.31 per $1,000 principal amount of Notes, plus accrued and unpaid interest, but not including, the payment date, which includes a consent payment of $25 per $1,000 principal amount of Notes. As previously announced, the total purchase price will be paid only for Notes that were validly tendered before 5: 00 p.m., New York City time, on September 9, 2002, and will only be paid if the Notes are accepted for payment by Esat pursuant to the terms of the tender offer for the Notes, as set forth in the Offer to Purchase and Consent Solicitation dated August 23, 2002. Notes tendered after 5:00 p.m., New York City time, on September 9, 2002 will not be entitled to receive the consent payment. The total consideration for the Notes was based upon a fixed spread of 75 basis points over the yield on the 3.000% U.S. Treasury Note due November 30, 2003, as of 9:00 a.m., New York City time, on September 19, 2002. Holders who have not yet tendered their Notes may do so at any time prior to the expiration of the tender offer and consent solicitation, which is 5:00 p.m., New York City time, on September 23, 2002 unless extended. Payment for the Notes and consent payments, if applicable, are expected to be made on September 26, 2002. The tender offer is conditioned upon, among other things, the satisfaction of certain terms and conditions described in the Offer to Purchase and Consent Solicitation Statement. Complete terms of the tender offer and consent solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement. Notes for Editors: Salomon Smith Barney is the dealer manager for the tender offer and consent solicitation. Requests for documentation and questions regarding the transaction should be directed to Salomon Smith Barney (+1 212 723 6106 or (800) 558 3745 (toll free). This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any Notes. The tender offer and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated August 23, 2002, copies of which are available from the dealer manager. Enquiries about this news release should be made to the BT Group Newsroom on its 24-hour number: 020 7356 5369. From outside the UK dial +44 20 7356 5369. All news releases can be accessed at our website: http://www.btplc.com/ mediacentre

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BT Group (BT.A)
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