Acquisition

Vodafone Group Plc
16 October 2002



16 October 2002



PART I



AGREEMENT TO ACQUIRE BT'S 26% AND SBC'S 15% CEGETEL INTERESTS



OFFER FOR VIVENDI'S 44% CEGETEL INTEREST


•     Vodafone announces that it has agreed to acquire BT's and SBC's entire
Cegetel interests for €6.3 billion in cash

-       €4.0 billion for BT's 26% interest

-       US$2.27 billion (€2.3 billion) for SBC's 15% interest


•     Vodafone has also made a non-binding cash offer of €6.77 billion to
Vivendi for its 44% interest in Cegetel, open until 30 October 2002

-       Vodafone's offer is at the same price per share as that agreed with BT
and SBC



•     Vivendi has the right to pre-empt either or both of the BT and SBC
interests until 10 November 2002

-       pre-emption would be made in cash on the same terms for the BT interest
and at a 13% premium for the SBC interest



•     If Vodafone acquires both the BT and SBC interests, it would obtain
control of Cegetel and SFR



•     The benefits to Vodafone of increasing its ownership in Cegetel and SFR
are that:

-       Vodafone would increase its economic exposure to SFR, the second largest
mobile operator in France

-       Vodafone would capture a greater share of the benefits that it already
brings to SFR

-       Vodafone would increase its influence over the strategy and operations
of Cegetel and SFR



•     Acquiring control of Cegetel and SFR would bring additional benefits to
Vodafone:

-       Vodafone would control a mobile network in each of the five largest
European markets

-       Vodafone would be better placed to deliver additional synergies to SFR

-       Vodafone would seek to strengthen the financial performance of the
Cegetel fixed line businesses



•     Each acquisition is expected to be enhancing to Vodafone's earnings per
share (pre-goodwill amortisation and exceptional items) from the first full year
of ownership, before taking into account any potential synergies



•    Vodafone has existing cash resources and bank facilities in place to
finance the acquisition of all the outstanding interests in Cegetel that it does
not already own



Sir Christopher Gent, Chief Executive of Vodafone, said:



'Our investment in France, which began 14 years ago, is a long-term commitment
and I am therefore pleased we have reached agreement to increase our ownership
in Cegetel and SFR.  I am confident that we can continue to build our existing
relationship with Cegetel and SFR and help provide additional services to their
customers.  I believe this will enhance Cegetel's and SFR's positions in the
French market and create long-term value growth for our shareholders.



We believe that SFR's natural home is within the Vodafone Group, where it can
fully benefit from being part of the leading global mobile operator.  Whilst we
are not obliged to do so, we have made an equivalent cash offer to Vivendi which
would enable it to realise value for its shareholders from its investment in
Cegetel.  On the other hand, should Vivendi wish to maintain or increase its
interest in Cegetel, we would be happy to continue working as partners in
France, as we have been doing since 1988.  In any event, Vodafone Group looks
forward to working more closely with the employees of Cegetel and SFR, and to
developing a stronger business.'





UBS Warburg acted as financial adviser to Vodafone and Vodafone AG.





For further information contact:



Vodafone Group

Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Director of Group Investor Relations
Bobby Leach, Head of Group Financial Media Relations
Darren Jones, Senior Investor Relations Manager
Tel: [phone]



Tavistock Communications
Lulu Bridges
John West
Tel: [phone]



Euro RSCG C&O
Laurent Dondey
Tel: [phone]
Estelle Griffe
Tel: [phone]


UBS Warburg
Warren Finegold  (London)
Mark Lewisohn
Tel: [phone]
Charles-Henri Le Bret  (Paris)
Tel: [phone]




PART II



AGREEMENT TO ACQUIRE BT'S 26% AND SBC'S 15% CEGETEL INTERESTS



OFFER FOR VIVENDI'S 44% CEGETEL INTEREST



Vodafone Group Plc ('Vodafone') announces that its wholly-owned subsidiary,
Vodafone AG, has agreed with BT Group plc ('BT') and SBC Communications Inc. ('
SBC') the terms of the acquisition of their interests in Cegetel Groupe S.A. ('
Cegetel').  Vodafone AG has also made an equivalent non-binding cash offer of
€6.77 billion to Vivendi Universal S.A. ('Vivendi') for its entire interests in
Cegetel.



Cegetel's principal assets are its 79.5% economic interest in SFR S.A. ('SFR'),
France's second largest mobile operator, and its fixed line telecommunications
businesses, Telecom Developpement S.A. and Cegetel S.A. (See Notes to Editors
for descriptions).



Vodafone AG has agreed to pay BT €4.0 billion and SBC US$2.27 billion (€2.3
billion) in cash for their entire 26% and 15% interests in Cegetel,
respectively.  This implies an equity value for Cegetel of €15.4 billion.
Vodafone Group (meaning Vodafone and its subsidiaries) currently owns a 15%
direct interest in Cegetel and a 20% direct interest in SFR, representing a
31.9% economic interest in SFR.



Following the acquisition of BT's and SBC's interests, Vodafone Group's economic
interest in Cegetel would increase from 15% to 56% and its economic interest in
SFR would increase from 31.9% to 64.5%.



Under the Cegetel shareholders' agreement, ownership of the largest economic
interest in Cegetel would give Vodafone Group the right to appoint a majority of
directors to the Board of Cegetel.  The Cegetel shareholders' agreement also
provides for the merger of Transtel S.A. ('Transtel') with Cegetel in such
circumstances, Transtel being the 50% controlling shareholder of Cegetel.  This
would result in Vodafone Group obtaining voting control of Cegetel.  These
provisions would apply if Vodafone Group acquires both BT's and SBC's interests
in Cegetel.





Pre-emption rights



Vivendi currently owns the remaining 44% economic interest in Cegetel.  Vivendi
is entitled to exercise its pre-emption rights under the Cegetel shareholders'
agreement to buy either or both of BT's and SBC's Cegetel interests on or prior
to 10 November 2002.



Vivendi is entitled to pre-empt SBC's interest at a 13% premium to Vodafone
Group's purchase price, representing €2.6 billion in cash.  Vivendi is entitled
to pre-empt BT's direct interest at Vodafone Group's cash purchase price.



In the event that Vivendi only pre-empts the SBC interest, and Vodafone Group
acquires the BT interest, Vodafone Group would have a 41% direct interest in
Cegetel and a 52.6% economic interest in SFR.



In the event that Vivendi only pre-empts the BT interest and Vodafone Group
acquires the SBC interest, Vodafone Group would have a 30% economic interest in
Cegetel and a 43.9% economic interest in SFR.





Benefits of an increased holding in Cegetel and SFR



The benefits to Vodafone Group of increasing its ownership in Cegetel and SFR
are that:



      Vodafone Group would increase its economic exposure to SFR and therefore
its proportionate share of any distributions SFR makes in the future.  SFR is
fast growing and highly cash generative, with monthly average revenue per user
('ARPU') of around €39 in the year ended December 2001



      Vodafone Group would capture a greater proportion of the significant value
it currently adds to SFR, including through access to Vodafone Group's global
procurement pools and pan-European products and services



      Vodafone Group would increase its influence over the strategy and
operations of Cegetel and SFR, thereby putting Vodafone Group in a better
position to obtain greater value from its investments



      Vodafone Group would increase its exposure to France, a strategically
important and growing three-operator market with relatively low penetration of
63%, and 15.3% of the Western European population





Conditions



Vodafone Group's acquisition of BT's and SBC's interests in Cegetel are each
conditional on Vivendi not exercising its pre-emption rights, French and EU
competition approvals and French regulatory approvals.  Completion is currently
expected by the end of 2002.





Offer for Vivendi's 44% interest in Cegetel



Vodafone Group has made a non-binding cash offer to Vivendi of €6.77 billion for
its entire interest in Cegetel, representing the same price per Cegetel share
agreed with BT and SBC.  This offer will remain open to Vivendi until the close
of business on 30 October 2002.



Vodafone Group has no present intention to offer Vivendi a higher price per
share than that agreed with BT and SBC.  Vodafone Group has agreed that, should
it acquire Vivendi's interests for a higher price per share than that agreed
with BT and SBC, it will ensure that BT and SBC receive the same price per share
through an additional payment.





Benefits of control



Acquiring control of Cegetel and SFR would bring additional benefits to Vodafone
Group:



      Vodafone Group would control a mobile network in each of the five largest
European markets



      Vodafone Group would be in a better position to deliver additional
synergies from fully integrating SFR, by deploying its global brand, technology
platform and further products and services



      Vodafone Group would seek to strengthen the financial performance of the
Cegetel fixed line businesses, leveraging its experience of running major fixed
line networks in Germany and Japan



Vodafone Group believes that customers in France would benefit from being part
of its global brand and from the introduction of additional global products and
services.   In addition, Vodafone Group believes that Cegetel's and SFR's
employees would benefit from broader career opportunities by being part of the
leading global mobile operator.





Financial impact and funding



Each acquisition is expected to be enhancing to Vodafone's earnings per share
(pre-goodwill amortisation and exceptional items) from the first full year of
ownership, before taking into account potential synergies.



Vodafone remains committed to its single A long term credit ratings.
Furthermore, Vodafone does not expect its short term and long term credit
ratings from S&P and Moody's to be downgraded in the event it acquires the
interests of all the other shareholders in Cegetel, thereby incurring the
maximum increase in net debt possible under these arrangements.



Vodafone Group has existing cash resources and bank facilities in place to
finance the acquisition of all the outstanding interests in Cegetel that it does
not already own.  In particular, Vodafone Group has over €7 billion of cash
available and a new fully underwritten €3.5 billion 3 year bank term loan that
is available if the total consideration due exceeds €5 billion.  Any further
requirements are expected to be raised using existing US dollar and Euro
commercial paper programmes, which are supported by an undrawn US$11.025 billion
bank facility.







                                     -ends-



Notes to Editors



Vodafone Group's ownership of Cegetel pre-transaction (note 1)


                  Cegetel           BT             SBC                  Vivendi            Vodafone Group

                  (note 5)                       (note 3)               (note 3)

Cegetel              -             26%       15% (through its       9%        35% (through      15%
                                              30% holding in                    its 70%
                                                Transtel)                      holding in
                                                                               Transtel)
SFR                 80%             -               -                -             -            20%





Ownership structure of Cegetel's fixed line businesses:

(both pre and post transaction)


                                       Cegetel          SNCF             Telecom            Cegetel

                                                                      Developpement       Fixed Line

Telecom Developpement (note 4)           50%            50%                 -                  -
Cegetel Fixed Line                       80%             -                 20%                 -




Vodafone Group's ownership of Cegetel post-transaction (note 2):


                   Cegetel           BT              SBC                Vivendi        Vodafone Group
                  (note 5)
Cegetel               -              -                -                   44%                56%
SFR                  80%             -                -                    -                 20%




NOTES:

1.      Vodafone Group holds its 20% interest in SFR through Vodafone
International Holdings B.V. and Vodafone France S.A. and its 15% interest in
Cegetel through Vodafone AG

2.      Assuming Vodafone Group acquires both BT's and SBC's interests in
Cegetel

3.      Transtel is a holding company which owns 50% of Cegetel plus one share

4.      Telecom Developpement is a joint venture between SNCF (50.01%) and
Cegetel (49.99%)

5.      Cegetel has a 79.5% economic interest in SFR.  Minority shareholders in
Cofira (not shown), the holding company through which Cegetel holds its interest
in SFR, own a 0.5% economic interest in SFR.  These minorities include Vivendi
(0.2% economic interest) and former and existing employees of Cegetel and its
subsidiaries (0.3% economic interest) as a result of options granted





About Vodafone



Vodafone is the leading global mobile telecommunications company with operations
in 28 countries across 5 continents with 238 million venture customers and 104
million proportionate customers worldwide as at 30 June 2002.  For further
information please visit www.vodafone.com.



About Vodafone AG



Vodafone AG is a wholly-owned subsidiary of Vodafone, incorporated in Germany.
It acts as a holding company within the Vodafone Group and its current holdings
include a 15% interest in Cegetel.



About Cegetel and SFR



Cegetel is the second largest telecommunications operator in France by
customers, owning 79.5% of SFR and two major fixed line businesses.



SFR is the second largest mobile operator in France with approximately 13.0
million registered customers and a 34.4% market share as at 30 June 2002.  SFR's
customers generated monthly ARPUs of around €39 for the year ended 31 December
2001.  SFR reported EBITDA of €1.8 billion for the year ended 31 December 2001.
SFR holds a UMTS licence acquired in July 2001.



Cegetel's two fixed line businesses are a 49.99% interest in Telecom
Developpement S.A. ('TD') and Cegetel S.A. ('Cegetel Fixed Line'), in which it
holds a 90% economic interest.  TD is a profitable joint venture with SNCF,
France's railway operator, along whose tracks it operates a fibre optic backbone
network.  TD provides network infrastructure services and its main clients
include SFR and Cegetel Fixed Line.  Cegetel Fixed Line is the second largest
fixed line operator in France, offering voice and data services to around 3
million customers, of which 1.3 million were pre-selected as at December 2001;
Cegetel Fixed Line has the largest pre-selected customer base in France.
Cegetel Fixed Line also has around 15,000 corporate customers, including 60% of
the CAC 40 companies.



Cegetel's consolidated EBITDA, profit before tax (including an exceptional
profit of €0.5 billion) and net income for the financial year ended 31 December
2001 was €1.7 billion, €1.2 billion and €0.7 billion respectively.  As at 31
December 2001 Cegetel had consolidated net assets of €3.0 billion and
consolidated net debt of €1.8 billion.  As at 30 June 2002, Cegetel had
consolidated net debt of €1.0 billion.  The consolidated financial information
related to Cegetel has been drawn from its audited annual accounts and unaudited
half year accounts.





For purposes of translation, an exchange rate of US$0.98356 = €1 has been used.





This press release has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc.



UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting exclusively
for Vodafone Group Plc and Vodafone AG and no one else in connection with the
transaction referred to in this press release and will not be responsible to
anyone other than Vodafone Group Plc and Vodafone AG for providing the
protections afforded to customers of UBS Warburg Ltd. or for giving advice in
relation to the transaction or any matters referred to in this press release.





Cautionary statement regarding forward looking statements



This press release contains certain 'forward-looking statements' with respect to
our expectations and plans, strategy, management's objectives, future
performance, costs, revenues, earnings and other trend information, including
statements relating to expected benefits associated with the possible
acquisitions of additional interests in Cegetel and SFR, plans with respect to
those acquisitions and expectations with respect to long-term shareholder value
growth and the actions of credit rating agencies.  By their nature,
forward-looking statements are inherently predictive, speculative and involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future.  Forward-looking statements are sometimes, but
not always, identified by their use of a date in the future or such words as '
anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', '
intends', 'plans', 'targets', 'goal' or 'estimates'.



There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements.  These factors include, but are not limited to, whether Vivendi
exercises its pre-emption rights over the BT and SBC interests in Cegetel, which
will affect our ability to obtain an increase in our economic interest in
Cegetel; if we obtain the largest economic interest in Cegetel, the risk that
Vivendi will not fully comply with its obligations under the Cegetel
shareholders' agreement or delay its compliance or interpose obstacles thereby
possibly delaying significantly our ability to obtain control of Cegetel's
management board; to the extent that Vivendi retains majority control of Cegetel
or uses its minority rights to negatively affect our management of Cegetel, our
ability to influence profit distributions or other value generative decisions of
Cegetel or SFR may be limited; regulatory approvals may require acceptance of
conditions with potential adverse impacts; risk involving our ability to realise
expected synergies and benefits associated with the acquisitions, including
benefits associated with 3G technologies; the risk that ARPUs may decline more
dramatically than expected; the risk that credit rating agencies downgrade or
give other negative guidance with respect to our debt securities which may
increase our financing costs; and the risk that, upon obtaining control of
Cegetel or SFR, we discover additional information relating to its businesses
leading to restructuring charges or write-offs or with other negative
implications.



Please refer to documents we have filed under the US Securities Exchange Act of
1934, including our Annual Report & Accounts and Form 20-F for the year ended 31
March 2002, for additional factors that could cause actual results and
developments to differ materially from the expectations disclosed or implied
within forward-looking statements.  All written or oral forward-looking
statements attributable to Vodafone Group Plc, any members of Vodafone Group Plc
or persons acting on our behalf are expressly qualified in their entirety by the
factors referred to above. Vodafone does not intend to update these
forward-looking statements.




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