ESAT senior notes tender offer 2009

September 10, 2002 ESAT GROUP LIMITED ANNOUNCES RECEIPT OF REQUISITE CONSENTS IN TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS 11 7/8% SENIOR NOTES DUE 2009 BT today announced that Esat Group Limited (formerly known as Esat Telecom Group PLC and Esat Holdings Limited) ("Esat") - a wholly owned subsidiary - has received the requisite consents from the holders of its 11 7/8% Senior Notes due 2009 (the "Notes") to certain amendments to the indenture under which the Notes were issued, and that the consent payment deadline for the offer was 5:00 p.m., London time, on September 9, 2002. Accordingly, holders of Notes can no longer withdraw tenders or consents. Esat has received consents from holders of approximately €159 million in aggregate principal amount, or 91% of the aggregate principal amount of outstanding Notes. The Notes are subject to the terms and conditions of Esat's tender offer, as set forth in its Offer to Purchase and Consent Solicitation Statement dated August 23, 2002. The tender offer is scheduled to expire at 5: 00 p.m., London time, on September 23, 2002, unless extended by Esat, and holders of the Notes may continue to tender their Notes up to that date. Notes accepted for payment in the tender offer will be purchased on the third business day following the expiration date or as soon as practicable thereafter. Esat will pay accrued interest to the date of purchase. Esat intends to execute the supplemental indenture promptly. However, the amendments to the indenture for which the consents were solicited will not become operative unless and until Esat purchases the Notes validly tendered. Notes for Editors Salomon Smith Barney is the dealer manager and HSBC Bank plc is the tender agent for the tender offer and consent solicitation. Requests for documentation should be directed to HSBC Bank plc +44 20 7260 6702, Fax. No.: +44 20 7260 8932. Questions regarding the transaction should be directed to Salomon Smith Barney in New York +1 212 723 6106 or (800) 558 3745 (toll free) or in London +44 20 7986 8969. 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 tender agent. ----- Inquiries 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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