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Vianet Group PLC (VIA)

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Friday 20 May, 2005

Vianet Group PLC

Placing and Open Offer

Vianet Group PLC
20 May 2005


                                VIANET GROUP PLC
                  ('VIANET', 'VIANET GROUP' OR 'THE COMPANY')


 Placing of 42,000,000 New Ordinary Shares underwritten by Bell Lawrie and Open
Offer of up to 9,007,965 New Ordinary Shares, all at 5 pence per Ordinary Share



Vianet is a provider of remote monitoring and information systems and services
to the European vending industry.

     
•    Underwritten Placing has raised approximately £1.75 million (net of
     expenses).

•    Open Offer will raise up to a further sum of approximately £450,000
     (if fully taken up).

•    Directors have subscribed for 1.2 million New Ordinary Shares under
     the Placing.

•    Monies raised will provide ongoing working capital for the Company's
     present requirements.

•    The level of commercial interest in Vianet's products continues to
     increase.

•    Directors are confident of approaching a point of positive inflexion
     in market acceptance and sales curve.

•    Current prospects include a number of leading European soft drinks
     brands including a global bottler and the major European caterers.

•    New strategic relationships with Vodafone UK and MEI, a part of Mars
     Incorporated.


Ian Orrock, CEO, of Vianet Group plc said:

'We are delighted to have achieved the continuing support of our major
shareholders at this critical time in the development of Vianet and of the
European vending market.  Vianet's products have continued to evolve and improve
resulting in trials with a number of customers.  In addition to the vending
market, Vianet has the opportunity to be part of the M2M (Machine to Machine)
market.'

                                                                     20 May 2005



ENQUIRIES:

Vianet Group plc                         Tel:      01383 748000
Ian Orrock, Chief Executive

Bell Lawrie                              Tel:      0131 529 0272
Sandy Fraser, Director

College Hill                             Tel:      0207 457 2020
Matthew Smallwood / Clare Warren


Introduction

The Company had entered into a five year Value Added Reseller Agreement with
MEI, a part of Mars Incorporated, and one of the world's largest manufacturers
of electronic coin changers, bill acceptors, cashless payment systems and other
unattended transaction systems. MEI has placed an initial order for 5,000 viTel
audit devices, with a contracted minimum of 3,000 units, which will be installed
over the next 24 months in MEI's customer base. The Directors believe that
Vianet's agreement and associated preferred telemetry supplier status with MEI
(which is the first order placed with the Company for significant unit volumes
on a non-trial basis) represents an important breakthrough for the Company and a
definitive endorsement, from a global brand, of the performance and
cost-benefits of the vOpen system. At the same time, the Company announced a
placing of Ordinary Shares at a price of 8 pence per Ordinary Share in order to
raise approximately £0.5 million to fund the Company's short term working
capital requirements. Vianet also confirmed its intention to raise additional
equity funding for the future development of the Group by way of an
institutional placing.

The Company proposes to raise additional funds through the Placing of 42,000,000
 New Ordinary Shares at a price of 5 pence per Ordinary Share to certain
institutional and other investors. Qualifying Shareholders are also being given
the opportunity to subscribe for New Ordinary Shares under the Open Offer.

The Placing has been underwritten by Bell Lawrie but the Open Offer is not being
underwritten. The Placing will raise approximately £1.75 million (net of
expenses). As the Open Offer has not been underwritten, there is no certainty
that any amount will be raised under the Open Offer. If entitlements under the
Open Offer are accepted in full, the Open Offer will raise up to a further sum
of approximately £450,000. Pursuant to the Placing, Bell Lawrie has placed with
certain of the Directors and senior managers, in aggregate, 1,200,000 New
Ordinary Shares, at a price of 5 pence per Ordinary Share. Accordingly the
Directors do not intend to take up their respective entitlements under the Open
Offer.

As indicated above, Qualifying Shareholders are being given the opportunity to
participate in this fundraising by way of the Open Offer which is being made by
Bell Lawrie on the Company's behalf. Further details of the Open Offer are set
out in Part II of the Prospectus. Notice of an Extraordinary General Meeting of
the Company is set out at the end of the Prospectus. In particular the
Resolutions to be proposed at the EGM seek to approve, amongst other things, the
Placing and Open Offer.

Background to and reasons for the Issue

Since November 2003, when the Company last raised additional equity funding from
Shareholders and others generally (amounting to approximately £3.5 million (net
of expenses), vOpen has generated interest from major brand owners and vending
machine operators in Europe. In particular, during the course of the past few
months the level of commercial interest has continued to increase and the
Directors are confident that the Company is approaching a point of positive
inflexion in market acceptance and in its sales curve. The Directors believe
that a typical prospect for the vOpen system could require between 10,000 and
100,000 connections.

The Company's prospect list includes a number of brand owners and vending
operators (including various European Coca-Cola operations; GlaxoSmithKline ('
GSK') one of the world's largest pharmaceuticals companies and owner of the
Lucozade and Ribena energy and health drink brands; and Selecta, the vending
operations division of Compass, the largest food services company in the world)
who are each actively trialling and using the service, for productive
applications, in material volumes. As part of these trials, the units and
connections to the vOpen system track live data and are used in a true operating
manner by the customer.

Following extensive discussions between Vianet and Vodafone an arrangement has
been entered into, details of which are contained in the paragraph entitled '
Strategic relationships' in Part I of the Prospectus.

Further and extensive discussions with Alcatel have resulted in the planned
rationalisation of the relationship between the companies and a new contract is
to run from October 2005.

The Directors acknowledge that the rate of conversion of interest into firm
orders for the Group's products and services has been slower than was
anticipated in November 2003 and the Group's existing cash resources are nearing
the point of exhaustion.

Shareholders should note that, in view of the fact that the Group's existing
cash resources will be exhausted in July 2005, failure to approve Resolutions 1,
2 and 3 at the Extraordinary General Meeting will have serious consequences for
the Company and may, in the absence of alternative sources of funding, prevent
the Company from continuing to trade.

The Directors are of the opinion, having made due and careful enquiry, that,
after taking into account the net proceeds of the Placing, the working capital
available to the Group will, from the time of Admission, be sufficient for its
present requirements - that is for at least the next twelve months (subject to
Admission taking place).

In the Directors' determination of the sufficiency of working capital, a
scenario has been considered in which, contrary to their current expectations,
the Company is unable to secure any further hardware or software sales in
addition to those sales which are already contracted as of the date of the
Prospectus. The Directors have identified a range of potential cost saving
measures from which they have committed to take actions within timescales which
will, in aggregate, deliver annualised cost savings against plan. Assuming
implementation of these committed cost savings, the Group's financial resources,
as enlarged by the net proceeds of the Placing, would be exhausted in or around
August 2006.

The future success of the Company and, by implication, the future value of
Vianet's Ordinary Shares remains largely dependent upon market acceptance of the
Group's products. In particular, Vianet's future success depends upon the Group
securing firm orders in sufficient volumes and at adequate margins to ensure
that Vianet is able to achieve a cash surplus at the operating level on a
continuing basis. Attention is specifically drawn to the commercial and other
risks explained under the sections headed 'Risk Factors' contained in Part III
of the Prospectus.

Commercial and technical developments

Since November 2003, the Company has also made substantial progress in reducing
the device build cost while expanding its hardware range and extending its
application service offerings; flexing its sales and pricing models to address
the trends in the market in response to key customer requirements; and, more
recently, developing its relationship with Vodafone.

Key developments include:
     
•    ongoing hardware development which has resulted in the creation of an
     extended range of viTel telemetry devices which offers a more application
     specific and cost-effective solution to a broader customer base;

•    the change of hardware sub-contract manufacturer to a larger, more
     cost-effective manufacturer better able to handle anticipated increased 
     product volumes. This new supplier has manufacturing relationships in the 
     Far East which are expected to offer further cost saving opportunities as 
     manufacturing volumes grow;

•    the ongoing development of vOpen applications, in co-operation with a
     number of major brands, which have resulted in a more comprehensive and 
     powerful suite of management reports as well as the segmentation of the 
     application, refined to better address and service customers' differing 
     application and operating requirements. The evolution of the vOpen 
     applications continues with the planned addition of route scheduling, stock 
     control and hand held integration functionality;

•    over the past 18 months the Company has successfully run two major trials
     for Selecta, one of which has been for 250 connections spread across 5
     countries. Selecta is the vending operating division of Compass the largest 
     food services Company in the world. Vianet and Selecta are engaged in 
     discussions to develop the relationship from the trial stage to a long-term 
     volume collaboration;

•    the development of cost-effective asset tracking technology which 
     continues, in response to customers' demands, to provide proof of existence 
     of assets driven by stringent regulatory audit requirements, for example, 
     those being introduced under Sarbanes-Oxley legislation. The Company is at 
     the early stage of developing this service under the name vTraks. The 
     Directors believe that the Company's vTraks service will be well suited to 
     tracking the mid-value assets, for example, commercial drink chillers, 
     refrigerators and drinks dispensers of global brands;

•    cashless payment requirements and opportunities (including the integration 
     of mPayment and credit card handling and closed user group cashless payment 
     systems) which are being pursued with partners on a systems integration
     basis; and

•    the rapid development of machine-to-machine ('M2M') communications, driven 
     by the increasingly cost-effective availability of wireless data
     communications. Based on its vOpen core system concept, Vianet already has 
     the core systems technology to offer a generic M2M platform to major
     telecommunications companies and major corporations, who require to connect
     remote devices, processes and equipment to their enterprise management 
     systems, and is doing so under the brand name m2mOpen.


Strategic relationships

The recently announced five year Value Added Reseller Agreement with MEI, a part
of Mars Incorporated, and one of the world's largest manufacturers of electronic
coin changers, bill acceptors, cashless payment systems and other unattended
transaction systems is anticipated to both reinforce Vianet's market credibility
and provide exclusive access to part of a global brand's operations. This
relationship is currently being progressed by both parties.

As Shareholders will be aware, in October 2003 Alcatel and Vianet entered into a
Co-operation Agreement relating to, inter alia, a global strategic marketing
alliance with the objective of gaining long term contracted revenues from the
provision of telemetry and back office systems and services to the Vending
Machine Market. Subsequently, on the first anniversary of the agreement and as
announced in November 2004, Vianet and Alcatel agreed that they would review the
resources and responsibilities as originally set out in the Co-operation
Agreement and Vianet brought sales and marketing functions in-house so as to
significantly reduce the degree of commercial reliance placed on Alcatel by
Vianet. At that time, the revenue share split was adjusted in Vianet's favour to
reflect this change in responsibilities.

One of the reasons for entering into the original agreement with Alcatel was the
sales leverage anticipated in the FMCG sector arising from such an alliance.
However, the relationship has evolved and Vianet has retaken control over
elements such as sales and marketing.

In light of these changes it has been agreed in principle that from October
2005, a new two year hosting and brand support agreement for the vOpen service
will be put in place and the original Co-operation Agreement will cease. While
direct selling remains the responsibility of Vianet, the Alcatel hosting, brand
and balance sheet remain key elements in the sales proposition - most
particularly in mainland Europe. Alcatel has indicated a willingness to provide
manufacturing, multi-lingual helpdesk and support resources as volumes increase.
Telecommunications and SIM management will become Vianet's in-house
responsibility.

Following extensive discussions with Vianet, and its own market research,
Vodafone has identified the potential of the M2M sector generally and vending
specifically, and has signed a memorandum of understanding, appointing Vianet as
its preferred partner for UK vending M2M markets. This arrangement also
positions Vianet for other M2M applications.

This arrangement will also help optimise Vianet's mobile tariffs and actively
facilitate the parties' sales efforts with global brands. In recent months a
number of major multinational companies have been jointly marketed to by
Vodafone and Vianet. The relationship has already helped strengthen the
Company's market position with major brands. A further agreement to provide
Vianet with preferred SIM and data tariffs for the vending and M2M markets is in
an advanced stage of negotiation.

The Directors are confident that strategic alliances with such globally credible
service providers and brands as Alcatel, MEI, and Vodafone, will greatly assist
the Company in achieving meaningful sales traction.

Key commercial challenges

Escalating market interest from major brand owners does not detract from the
fact that the Group still faces a number of challenges before it can reach a
positive net cash flow position from its existing operations. The Directors
believe that, for the Group to meet this goal, the key commercial challenges
include:
     
•    continuing to secure, on a regular basis, material orders for the Vianet
     range of products and services with sufficient forecasted volume to achieve
     operational economies of scale;

•    successfully scaling production and delivery, through Vianet's marketing,
     manufacturing and communications partners;

•    installing appropriate CRM procedures and supporting and training 
     customers, which are key issues in the installation in customers' field
     operations and the early take up and use of this type of system;

•    successfully delivering and balancing product development in relation to
     commercial requirements in order appropriately to widen the Group's product 
     and service base;

•    developing and expanding the Group's commercial relationships across
     Europe; and

•    ensuring the Group captures market share in the growing vending telemetry
     market as well as capturing market share in the early stage M2M sector.


Current trading and prospects

The audited results of the Group for the fifteen month period ended 31 December
2004 were announced on 15  March 2005 and showed a loss before taxation of
£2,312,261 (2003: £1,902,577) on turnover of £376,878 (2003: £33,714).

Since the date of this announcement, except as specifically set out in the
Prospectus, there have been no significant new trading developments.

Further detailed financial information on the Group is set out in the
Prospectus.

Reference is made to the information on working capital contained in the
paragraph headed 'Background to and reasons for the Issue' in Part I of the
Prospectus.


New management share options

In view of the considerable contribution made to date and which will be expected
of Alastair Kerr, Paul Green, Iain McLean and John Thomson in developing the
business of the Group, the remuneration committee of the Board has proposed that
Alastair Kerr, Paul Green, Iain McLean and John Thomson be granted additional
options over Ordinary Shares effective from the date of Admission at an exercise
price of 6 pence per Ordinary Share.

The remuneration committee of the Board is proposing that such options be
granted so far as permissible under the enterprise management incentive ('EMI')
regime. Enterprise management incentives were introduced in July 2000 in terms
of the Finance Act for that year to assist certain (mainly technology) companies
in recruiting, retaining and incentivising staff. Options granted by a company
that qualify as enterprise management incentives provide significant additional
tax reliefs to the option holders and the Company as compared to options granted
under the Share Option Schemes.

At present the Company does not have an EMI scheme and it is therefore
considered appropriate to grant options to the New Option Grantees under
individual Stand Alone Option Agreements between the Company and each of the
proposed New Option Grantees rather than under the existing Share Option
Schemes. While it is proposed that the grant of options to such New Option
Grantees who are not Directors be made on the basis of the authority given to
the Directors in terms of Resolution 3 to be proposed at the EGM which deals
with granting authority to allot and issue shares, the remuneration committee
considers it appropriate that the grants of options to John Thomson and Alastair
Kerr as Directors are subject to the passing of separate Resolutions at the EGM
(Resolutions 5 and 6). John Thomson and Alastair Kerr have not participated in
the approval processes undertaken by the remuneration committee and the Board
with regard to the proposed grant of further options.

There are currently outstanding share options in respect of a total of
12,389,690 Ordinary Shares, representing approximately 9 per cent of the current
issued share capital of the Company. As more particularly described in the
document sent to Shareholders on 4 November 2003, the options over the 5,612,251
Ordinary Shares granted under the EMI Option Agreements are subject to
performance conditions under which they are exerciseable as to one third if the
Ordinary Share price reaches 15 pence; one third if the Ordinary Share price
reaches 20 pence; and the balance if the Ordinary Share price reaches 25 pence.

Pursuant to the Stand Alone Option Agreements, conditional upon the passing of
Resolutions 1, 2 and 3 (and, in the case of Alastair Kerr, Resolution 5 and, in
the case of John Thomson, Resolution 6) and Admission and with effect from the
date of Admission, the New Option Grantees have been granted the following
options at 6 pence per Ordinary Share.

New Option Grantee       Number of Ordinary Shares to be granted under Stand 
                         Alone Option Agreement

John Thomson             a maximum of 3,722,549 Ordinary Shares adjusted such 
                         that the number is equal to 2 per cent. of the 
                         aggregate of the issued share capital of the Company 
                         immediately following the Placing and Open Offer as 
                         more particularly described in paragraph 2.7 of Part V 
                         of the Prospectus.

Alastair Kerr            250,000

Paul Green               325,000

Iain McLean              325,000

The proposed additional share options will also be subject to performance
conditions under which they will be exerciseable as to one third if the Ordinary
Share price reaches 15 pence; one third if the Ordinary Share price reaches 20
pence; and the balance if the Ordinary Share price reaches 25 pence. These
performance conditions are more particularly described in paragraph 2.7 of Part
V of the Prospectus. These performance conditions will not however apply in
certain events as explained in paragraph 2.7 of Part V of the Prospectus.
Following the grant of such options (and assuming all the Open Offer Shares are
issued), the Company would have granted outstanding options over 17,012,239
Ordinary Shares, representing approximately 9.1 per cent. of the enlarged issued
share capital, thus preserving the additional flexibility sought from
Shareholders under Resolution 4 in terms of the enhanced share option authority
to assist the Company to recruit and retain key executives as the Group
continues to grow.

The remuneration committee is of the view that John Thomson's contribution to
the business to date and ongoing involvement in the business of the Group is
essential to the Group and accordingly, the grant of options set out above are
designed to incentivise John Thomson.

Paragraph 2.7 of Part V of the Prospectus provides a more detailed summary of
the terms of the Stand Alone Option Agreements.

In the opinion of the Directors (other than John Thomson and Alastair Kerr),
having consulted with Bell Lawrie, the terms of the Stand Alone Option
Agreements are fair and reasonable as far as the Shareholders of the Company are
concerned.


Details of the Issue

The Company is proposing to raise up to approximately £2.55 million
(approximately £2.2 million net of expenses) by the issue of 51,007,965 New
Ordinary Shares pursuant to the Placing and Open Offer. Pursuant to the Placing,
42,000,000 New Ordinary Shares are being conditionally placed, at the Issue
Price, with institutional and other investors to raise approximately £1.75
million (net of expenses). The Placing has been fully underwritten by Bell
Lawrie. Up to a further 9,007,965  New Ordinary Shares have been reserved for
issue, at the Issue Price, to satisfy valid applications by Qualifying
Shareholders under the Open Offer. There is no certainty that any amount will be
raised under the Open Offer. If entitlements under the Open Offer are accepted
in full, the Open Offer may raise a further sum of up to approximately £450,000.
The Placing and Open Offer are both conditional upon the passing of Resolutions
1, 2 and 3 and Admission.

In addition, Bell Lawrie has agreed to subscribe for 800,000 New Ordinary Shares
under the Placing.

Bell Lawrie, acting as agent for the Company, has invited Qualifying
Shareholders to apply to subscribe under the Open Offer for Open Offer Shares at
the Issue Price, free of all expenses, payable in full on application, on the
basis of:

1 Open Offer Share for every 15 Existing Ordinary Shares

held at the close of business on the Record Date and so in proportion to the
number of Existing Ordinary Shares then held. The Issue Price represents a
discount of 14.89 per cent. to the middle market price of 5.875 pence per
Ordinary Share on 19 May 2005, the last Business Day prior to the publication of
the Prospectus. In addition, Qualifying Shareholders are entitled to apply for
New Ordinary Shares in excess of their maximum guaranteed entitlements. It
should, however, be noted that the Directors shall be under no obligation to
issue Excess Shares. Attention is drawn to paragraphs 2 and 3 of the letter from
Bell Lawrie set out in Part II of the Prospectus.

Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of New Ordinary Shares and fractional entitlements will not be
allocated under the Open Offer but will be aggregated and placed for the benefit
of the Company. The maximum guaranteed entitlement of each Qualifying
Shareholder is indicated on the Application Form accompanying the Prospectus.
Application Forms are personal to Qualifying Shareholders and may not be
transferred, except to satisfy bona fide market claims. The Application Form
represents a right to apply for New Ordinary Shares.

It should be noted that the Open Offer is not a 'rights issue'. The Application
Form is not a document of title and cannot be traded.  Unlike a rights issue,
any New Ordinary Shares not applied for under the Open Offer will not be sold in
the market or placed for the benefit of Qualifying Shareholders, but may be
taken up by Bell Lawrie and/or placed with its clients.

The Issue is conditional upon:
     
(i)     the passing of Resolutions 1, 2 and 3 at the Extraordinary General
        Meeting;

(ii)    the Placing Agreement having become unconditional in all respects and
        not having been terminated in accordance with its terms; and

(iii)   Admission becoming effective not later than 8.00 a.m. on 16 June 2005
        (or such time and/or date, if any, as Bell Lawrie may determine in its 
        sole discretion being no later than 8.00 a.m. on 23 June 2005).

If the conditions of the Placing Agreement are not fulfilled on or before the
relevant time and date in the Placing Agreement, monies will be returned to
placees and participants in the Open Offer without interest as soon as
practicable thereafter. The Placing Agreement is described more fully in
paragraph 8 of Part V of the Prospectus. None of the New Ordinary Shares has
been marketed or will be made available in whole or in part to the public in
conjunction with the application for Admission. The New Ordinary Shares will
rank pari passu with the Existing Ordinary Shares in all respects, including
with regard to dividends and interest. The Placing has been fully underwritten
by Bell Lawrie but the Open Offer is not being underwritten.

Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to the Official List and to be admitted to trading on AIM.
The New Ordinary Shares will, when issued and fully paid, rank equally in all
respects with the then existing issued Ordinary Shares. It is expected that
Admission will become effective and that dealings in such shares will commence
at 8.00 a.m. on 16 June 2005.


Use of proceeds

The Placing and Open Offer would raise in aggregate, up to approximately £2.55
million (before expenses) for the Group. The Placing and Open Offer will expand
the Group's capital base and support the implementation of the Board's strategy.
  More specifically, the Directors intend that the proceeds of the Placing and
Open Offer be applied as follows:
     
•    as to approximately £350,000, in settlement of expenses for the Placing
     and Open Offer; and

•    as to the balance of approximately £2.2 million, to meet the Company's
     on-going operating expenses and working capital requirements.


Extraordinary General Meeting

Set out at the end of the Prospectus is a notice convening the Extraordinary
General Meeting of the Company to be held at 10.30 a.m. on 14 June 2005 at the
offices of Dundas & Wilson CS LLP at Level 4, Saltire Court, 20 Castle Terrace,
Edinburgh EH1 2EN.

The Resolutions provide for (i) the Company's authorised share capital to be
increased; (ii) the granting of authority to the Directors to allot and issue
shares, inter alia, for the purposes of the Placing and Open Offer; (iii) the
dis-application of statutory pre-emption rights of Shareholders in relation to,
inter alia, the Placing and Open Offer; and (iv) increased powers to grant share
options.

The Directors are seeking authority pursuant to the Resolutions to allot and
issue shares with a nominal value of £930,637.20 (representing 10 per cent. of
the entire issued Ordinary Share capital once the Placed Shares and Open Offer
Shares are fully allotted and issued). This authority is being sought in
accordance with the Pre--emption Group guidelines.

The Directors are also seeking authority pursuant to the Resolutions to allow
the Directors to grant Share Options (whether under the Share Option Schemes or
any other share options schemes which the Company may adopt from time to time)
up to a maximum aggregate amount of 15 per cent. of the entire issued Ordinary
Share capital of the Company from time to time in any ten year period. While the
Directors acknowledge that this level of authority is in excess of that
suggested in the Pre-emption Group guidelines, the Directors believe that this
level of authority is required in order to incentivise employees and also to
allow grants of Share Options which the Company has promised to certain
employees to be formally made.

As mentioned in the section headed 'New management share options' in this Part
I of the Prospectus the Resolutions also seek the approval of the Stand Alone
Option Agreements between the Company and (i) John Thomson; and (ii) Alastair
Kerr as well as the grant of options under the Stand Alone Option Agreements.


Recommendation

The Directors, who have received advice in relation to the Placing and Open
Offer from Bell Lawrie, consider that the Placing and Open Offer, are in the
best interests of the Company and the Shareholders as a whole. In providing its
financial advice to the Directors, Bell Lawrie has taken into account the
Directors' commercial assessment of the Placing and Open Offer. Accordingly the
Directors unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the Extraordinary General Meeting, as they intend
to do in respect of their own beneficial holdings amounting to in aggregate
4,505,125 Existing Ordinary Shares representing approximately 3.33 per cent. of
the current issued Ordinary Share capital of the Company.


Prospectus

It is expected that an AIM admission document, comprising a prospectus,
accompanied by a Form of Proxy for use at the EGM and an Application Form for
use in connection with the Open Offer and including a notice of the EGM will be
sent to Shareholders today.


TIMETABLE
                                                                                                      2005

Record Date for entitlements under the Open Offer                              close of business on 18 May

Latest time and date for splitting Application Forms (to satisfy bona                  3.00 p.m. on 8 June
fide market claims only)

Latest time and date for receipt of completed Application Forms and                   3.00 p.m. on 10 June
payment in full under the Open Offer

Latest time and date for receipt of Forms of Proxy                                   10.30 a.m. on 12 June

Extraordinary General Meeting                                                        10.30 a.m. on 14 June

Announcement of the results of the Open Offer                                                      14 June

Dealings expected to commence in New Ordinary Shares                                  8.00 a.m. on 16 June

CREST member accounts credited with New Ordinary Shares                                            16 June

Share certificates for New Ordinary Shares expected to be despatched on                            16 June
or after



DEFINITIONS

The following definitions apply throughout this announcement unless the context
requires otherwise:

''Admission''                                        the Admission of the New Ordinary Shares to trading
                                                     on AIM becoming effective as provided in Rule 6 of
                                                     the AIM Rules

''AIM''                                              the Alternative Investment Market of the London Stock
                                                     Exchange

''AIM Rules''                                        the AIM Admission Rules published by the London Stock
                                                     Exchange as in force at the date of the Prospectus,
                                                     or where the context requires, as amended or modified
                                                     after the date of the Prospectus

''Alcatel''                                          Alcatel Bell NV

''Approved Share Option Scheme''                     The Vianet Group Share Option Scheme, approved by the
                                                     Inland Revenue on 3 August 2000

''Application Form''                                 the application form relating to the Open Offer being
                                                     sent to Qualifying Shareholders with the Prospectus

''ATM''                                              automated teller machine

''Bell Lawrie''                                      Bell Lawrie, a division of Brewin Dolphin Securities
                                                     and the Company's nominated adviser and broker

''Brewin Dolphin Securities''                        Brewin Dolphin Securities Limited, which is
                                                     authorised and regulated by the Financial Services
                                                     Authority

''Business Day''                                     any day (excluding Saturdays and Sundays) on which
                                                     banks are open in London for general non-automated
                                                     banking business

''Company'', ''Vianet'' or ''Vianet Group''          Vianet Group plc

''Co-operation Agreement''                           the Co-operation Agreement entered into between the
                                                     Company and Alcatel dated 14 October 2003

''CREST''                                            the relevant system (as defined in the CREST
                                                     Regulations) in respect of which CRESTCo. Limited is
                                                     the Operator (as defined in the CREST Regulations)

''CREST Regulations''                                the Uncertificated Securities Regulations 2001 (SI
                                                     2001/3755)

''CRM''                                              customer relationship management

''Directors'' or ''Board''                           the directors of the Company, whose names are set out
                                                     on page 8 of the Prospectus

''EMI Option Agreements''                            the five conditional share option agreements dated 3
                                                     November 2003 between the Company and each of the
                                                     Option Grantees, further details of which are set out
                                                     in paragraph 2.5 of Part V of the Prospectus

''Excess Shares''                                    the meaning ascribed to such term in section 2 of
                                                     Part II of the Prospectus

''Existing Ordinary Shares''                         the Ordinary Shares in issue at the date of the
                                                     Prospectus

''Extraordinary General Meeting'' or ''EGM''         the extraordinary general meeting of the Company to
                                                     be held at 10.30 a.m. on 14 June 2005, notice of
                                                     which is set out at the end of the Prospectus
''FMCG''                                             fast moving consumer goods

''Form of Proxy''                                    the form of proxy accompanying the Prospectus for use
                                                     in connection with the Extraordinary General Meeting

''FSMA''                                             the Financial Services and Markets Act 2000

''Group''                                            the Company and its Subsidiaries

''Issue''                                            together, the Placing and the Open Offer

''Issue Price''                                      5 pence per New Ordinary Share

''m2mOpen''                                          the Vianet technology allowing connection of remote
                                                     devices, processes and equipment to customers'
                                                     enterprise management systems

''MEI''                                              Mars Electronics International

''London Stock Exchange''                            London Stock Exchange Plc

''mPayment''                                         the use of a mobile phone as a payment device

''New Option Grantees''                              means Alastair Kerr, John Thomson, Paul Green and
                                                     Iain  McLean

''New Ordinary Shares''                              the 51,007,965 new Ordinary Shares to be issued by
                                                     the Company pursuant to the Placing and Open Offer

''Notice of EGM''                                    the notice convening the Extraordinary General
                                                     Meeting, which is attached to the Prospectus

''Official List''                                    Official List of the UK Listing Authority

''Open Offer''                                       the conditional invitation by Bell Lawrie on behalf
                                                     of the Company to Qualifying Shareholders to apply
                                                     for Open Offer Shares on the terms and conditions set
                                                     out in the Prospectus and the Application Form

''Open Offer Shares''                                up to 9,007,965 New Ordinary Shares to be made
                                                     available to Qualifying Shareholders in the Open
                                                     Offer, such Ordinary Shares to rank pari passu in all
                                                     respects with the Existing Ordinary Shares

''Option Grantees''                                  Ian Orrock, Alastair Kerr, Paul Green, Iain McLean
                                                     and John Thomson

''Ordinary Shares''                                  ordinary shares of 5 pence each in the capital of the
                                                     Company

''Ordinary Shareholders'' or ''Shareholders''        holders of Ordinary Shares

''Overseas Shareholders''                            Shareholders who have a registered address outside
                                                     the UK

''Placed Shares''                                    42,000,000 New Ordinary Shares to be issued pursuant
                                                     to the Placing

''Placing''                                          the conditional placing by Bell Lawrie of 42,000,000
                                                     New Ordinary Shares, at the Issue Price, pursuant to
                                                     the Placing Agreement, further details of which are
                                                     set out in paragraph 8 of Part V of the Prospectus

''Placing Agreement''                                the conditional agreement dated 19 May 2005 between
                                                     (1) the Directors (2) Bell Lawrie and (3) the Company
                                                     relating to the Placing and the Open Offer (details
                                                     of which are set out in paragraph 8 of Part V of the
                                                     Prospectus)

'Prospectus'                                         the document relating to the Placing and Open Offer
                                                     sent to Shareholders dated 20 May 2005

''Qualifying Shareholders''                          Shareholders on the register of members of the
                                                     Company on the Record Date, other than certain
                                                     Overseas Shareholders

''Record Date''                                      the record date for the Open Offer, being the close
                                                     of business on 18 May 2005

''Resolutions''                                      the special and ordinary resolutions to be proposed
                                                     at the Extraordinary General Meeting as set out in
                                                     the Notice of EGM

''Share Option Schemes''                             The 1998 Share Option Scheme, the Approved Share
                                                     Option Scheme, the Unapproved Share Option Scheme and
                                                     the Share Save Scheme, details of each of which are
                                                     set out in paragraph 6 of Part V of the Prospectus

''Share Options''                                    the options granted or conditionally granted by the
                                                     Company to acquire Ordinary Shares

''Share Save Scheme''                                The Vianet Group Share Save Scheme as approved by the
                                                     Inland Revenue on 11 June 2002

''SIM''                                              subscriber information module

''Stand Alone Option Agreements''                    means the conditional share option agreements dated
                                                     19 May 2005 between the Company and each of the New
                                                     Option Grantees, further details of which are set out
                                                     in paragraph 2.7 of Part V of the Prospectus

''Unapproved Share Option Scheme''                   The Vianet Group Unapproved Share Option Scheme

''UK''                                               the United Kingdom of Great Britain and Northern
                                                     Ireland

''UK Listing Authority'' or ''UKLA''                 the Financial Services Authority acting in its
                                                     capacity as the competent authority for the purposes
                                                     of Part VI of FSMA, including, where the context so
                                                     permits, any committee, employee, officer or servant
                                                     to whom any function of the UK Listing Authority may
                                                     for the time being be delegated

''Vending Machine''                                  a device aimed for the self-service or unattended
                                                     sale or provision of goods and/or services that can
                                                     be operated by entering a coin, a bank note, a token,
                                                     a chip or other card/key or by other command

''Vending Machine Market''                           the market for the provision and operation of Vending
                                                     Machines and distribution of products and services
                                                     including ticket distribution, cigarette dispensers
                                                     and launderettes considered in its broadest sense,
                                                     but specifically excluding ATMs and/or attended
                                                     points of sale

''viTel''                                            a Vianet proprietary telemetry device, designed to
                                                     read and transmit audit data related to a Vending
                                                     Machine

''Vodafone''                                         Vodafone Limited, a subsidiary of Vodafone Group plc

''vOpen''                                            Vianet's proprietary web browser enabled management
                                                     information service particular to the vending
                                                     industry

''vTraks''                                           the Vianet technology which is being developed to
                                                     track mid-value assets

''1998 Share Option Scheme''                         The Vianet Limited Approved Share Option Plan
                                                     approved by the Inland Revenue on 25 November 1998



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