Renewed Offer to Vivendi

Vodafone Group Plc
06 November 2002


6 November 2002


   VODAFONE RENEWS €6.77 BILLION CASH OFFER FOR VIVENDI'S CEGETEL INTERESTS

Vodafone Group Plc announces that its wholly-owned subsidiary, Vodafone AG
('Vodafone'), has renewed its cash offer of €6.77 billion to Vivendi Universal
S.A. ('Vivendi') for its entire interests in Cegetel Groupe S.A. ('Cegetel').
The renewed offer follows the agreement reached by Vodafone, Vivendi, BT Group
plc ('BT') and SBC Communications Inc. ('SBC') that Vivendi may exercise its
pre-emption rights over Vodafone's acquisition of BT's and SBC's interests in
Cegetel, between 21 November 2002 and 10 December 2002.

This cash offer is at the same price per Cegetel share as agreed with BT and SBC
to acquire their Cegetel interests on 16 October 2002.  The offer is subject
only to agreement on the terms of a share purchase contract.

Vodafone believes its cash offer represents a full and fair price for Vivendi's
Cegetel interests:


• Vivendi's other international telecoms partners in Cegetel, BT and SBC,
  have agreed to sell at the same price per Cegetel share

• This price reflects control, as Vodafone would become the controlling
  majority shareholder of Cegetel through buying both BT's and SBC's interests

Vodafone believes its offer is in the best interests of Vivendi, Cegetel and
SFR:

• Vivendi would be able to reduce substantially its indebtedness by
  approximately €7.2 billion (assuming €0.4 billion of consolidated Cegetel net
  debt as at 31 December 2002)

• Cegetel would benefit from a parent company that is both financially
  strong and able to add value to the mobile and fixed businesses to the benefit 
  of its customers and employees

• Vodafone is a committed investor in telecoms and would prioritise long
  term investment and growth in the businesses over short term cash generation

• Vodafone is in a better position to deliver additional value to SFR, by
  deploying its global brand, technology platform and further global products 
  and services

• Vodafone is a long term investor in the telecoms industry in France

Vodafone's offer will remain open until 10 December 2002.  Until such time as
the offer is formally accepted by Vivendi, Vodafone reserves the right to
withdraw its offer at any time.

Sir Christopher Gent, Chief Executive of Vodafone Group Plc, said:

'We have renewed our offer because we continue to believe that Vodafone is the
natural home for Cegetel and that it would be in the best interests of all
parties.

Our offer provides the Board of Vivendi and its stakeholders with a clear choice
either to sell its Cegetel interests at an attractive price in cash and
immediately reduce its debt or to pre-empt.  Cegetel and SFR have the
opportunity to benefit from full integration into the Vodafone group, the
leading global mobile operator.  Cegetel's and SFR's customers would benefit
from improved services and their employees from broader career opportunities.'

                                    - ends -


For further information contact:

Vodafone Group Plc
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
Mark Lewisohn
Tel:  [phone]
Charles-Henri Le Bret
Tel:  [phone]


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

UBS Warburg Ltd., a wholly owned subsidiary of UBS AG is acting solely for
Vodafone and no-one else in connection with this offer and will not be
responsible to anyone other than Vodafone for providing the protections afforded
to customers of UBS Warburg nor for providing advice in relation to the offer.





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 shareholder value growth.
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 'would' and 'believe'.

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, the future actions
of Vivendi including whether Vivendi exercises its pre-emption rights over the
BT and SBC interests in Cegetel or continues to decline our cash offer, which
will affect our ability to obtain an increase in our economic interest in
Cegetel; if we obtain the largest economic interest in Cegetel through
acquisition of the BT and SBC interests, 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 strategic
decisions including 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; and the risk that, upon obtaining control 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.




                      This information is provided by RNS
            The company news service from the London Stock Exchange