Tender Offer

BT Group PLC
23 August 2002

                                                                 August 23, 2002

ESAT GROUP LIMITED ANNOUNCES 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 - is
commencing an offer to purchase any and all of its €174,984,000 aggregate
principal amount outstanding of its 11 7/8% Senior Notes due 2009 (the "Notes").
The total purchase price (the "Total Purchase Price") for each €1,000 principal
amount of Notes validly tendered and accepted for purchase shall be an amount
based on a 75 basis point fixed spread over the yield of the 4.00% German
Bundesschatzanweisungen due June 25, 2004 as of 2:00 p.m., London time, on the
second business day immediately preceding the expiration date of the tender
offer, which amount includes a consent payment of €25.00 (the "Consent Payment")
which will be paid to eligible holders as described below. The tender offer is
scheduled to expire at 5:00 p.m., London time on September 23, 2002, unless
extended. 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.

In conjunction with its tender offer, Esat is also soliciting consents from
holders of the Notes to effect certain amendments to the indenture under which
the Notes were issued. Holders who validly tender their Notes and provide
consents to the proposed amendments on or prior to 5:00 p.m., London time, on
September 9, 2002, unless otherwise extended, (the "Consent Payment Deadline")
will be eligible to receive the Consent Payment. Holders who tender their Notes
after the Consent Payment Deadline will be eligible to receive the Total
Purchase Price minus the Consent Payment. Consummation of the tender offer and
consent solicitation is subject, among other things, to Esat receiving valid and
unrevoked tenders of Notes and related consents representing at least a majority
in principal amount of Notes outstanding.

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.



End




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