PlusNet share purchase

BT Group PLC 21 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 21 November 2006 OFFER UPDATE Further to BT's recent announcements regarding its offer for PlusNet plc (the "Offer"), BT discloses, in accordance with Rules 8.1 and 8.4 of the City Code, that yesterday it acquired a total of 5,093,104 PlusNet Shares (the "Purchase") for a price of 210 pence per PlusNet Share, representing approximately 17.1 per cent. of the existing issued ordinary share capital of PlusNet. Following the Purchase, BT holds, and has irrevocable undertakings and a letter of intent to accept the Offer in respect of, in aggregate, 11,229,612 PlusNet Shares, representing approximately 37.8 per cent. of the existing issued ordinary share capital of PlusNet. Certain of the PlusNet Shares included in the Purchase have been acquired from a PlusNet Shareholder who, prior to the announcement of BT's Offer pursuant to rule 2.5 of the City Code, had provided an irrevocable undertaking to accept the Offer. The table below provides details of the position in respect of this both prior to and following the Purchase. Column (4) shows the number of PlusNet Shares to which the remaining irrevocable undertakings and letter of intent relate after the Purchase. (1) (2) (3) (4) ------------ --------- ------------ -------- ----------- Name Number of % of PlusNet's Number of % of PlusNet's ------------ PlusNet existing issued PlusNet existing issued Shares held ordinary share Shares sold ordinary share prior to the capital held prior to BT capital held after Purchase to the Purchase -------- the Purchase --------- ------------ ----------- Montanaro Investment Managers Limited1 1,371,000 4.6 1,371,000 - ------------ --------- ------------ -------- ----------- Cazenove Capital Management Limited1 2,432,817 8.2 - 8.2 ------------ --------- ------------ -------- ----------- AXA Framlington Investment Management2 2,015,000 6.8 - 6.8 ------------ --------- ------------ -------- ----------- PlusNet Directors1 1,688,691 5.7 - 5.7 ------------ --------- ------------ -------- ----------- Total 7,507,508 25.2 1,371,000 20.6 ------------ --------- ------------ -------- ----------- 1. Provided irrevocable undertakings to accept the Offer prior to the 2.5 Announcement. 2. Provided a letter of intent to accept the Offer prior to the 2.5 Announcement. The terms of the above-mentioned undertakings were summarised in paragraph 3 of Appendix III to the Offer Document, and remain unchanged. 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 is made solely through the Offer Document, an advertisement placed in The Times (UK edition) on 18 November 2006 and the Form of Acceptance. The Offer Document and the Form of Acceptance were dispatched by BT to PlusNet Shareholders, other than certain Overseas PlusNet Shareholders, (and, for information only, to participants in the PlusNet Share Option Schemes) on 17 November 2006. The Offer Document and the Form of Acceptance 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 is 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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