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BT Group PLC (BT.A)

  Print      Mail a friend       Annual reports

Thursday 16 November, 2006

BT Group PLC

Offer for Plusnet details

BT Group PLC
16 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


16 November 2006


RECOMMENDED CASH OFFER FOR PLUSNET PLC ("PLUSNET") BY BRITISH
TELECOMMUNICATIONS PLC ("BT"), A SUBSIDIARY OF BT GROUP PLC


Summary


The boards of BT and PlusNet are pleased to announce the terms of a recommended
cash offer by BT for the whole of the issued and to be issued share capital of
PlusNet. BT is a wholly-owned subsidiary of BT Group plc.


•  Under the terms of the Offer, PlusNet Shareholders will receive, for
   each PlusNet Share held, 210 pence in cash.



•  The Offer values the entire issued and to be issued share capital of
   PlusNet at approximately £66.7 million.



•  The Offer represents a premium of approximately 17 per cent. to the
   Closing Price of 179.5 pence per PlusNet Share on 11 October 2006,
   being the last Business Day prior to the announcement by PlusNet on
   12 October 2006 of the receipt of a preliminary approach that may or
   may not lead to an offer being made for PlusNet.



•  Furthermore, the Offer represents a premium of approximately 65 per
   cent. to 127 pence and approximately 47 per cent. to 143 pence, being
   the average Closing Prices of PlusNet Shares in the periods of,
   respectively, three months and one month immediately preceding the
   announcement by PlusNet on 12 October 2006 referred to above.



•  The PlusNet Directors, who have been so advised by Bridgewell,
   unanimously consider the terms of the Offer to be fair and
   reasonable. In providing advice to the PlusNet Directors, Bridgewell
   has taken into account the commercial assessments of the PlusNet
   Directors.


•  The PlusNet Directors have voted unanimously to recommend the Offer
   when it is made and have irrevocably undertaken to BT to accept the
   Offer in respect of their entire beneficial holdings of PlusNet
   Shares, which amount, in aggregate, to 1,688,691 PlusNet Shares,
   representing approximately 5.7 per cent. of the existing issued share
   capital of PlusNet. The terms of these undertakings are summarised in
   this Announcement.


•  In addition, BT has received irrevocable undertakings from certain
   other PlusNet Shareholders to accept the Offer in respect of a total
   of 3,803,817 PlusNet Shares, representing approximately 12.8 per
   cent. of the existing issued share capital of PlusNet. The terms of
   these undertakings are summarised in this Announcement.


•  Separately, a letter of intent has been received from a PlusNet
   Shareholder to accept the Offer in respect of 2,015,000 PlusNet
   Shares, representing approximately 6.8 per cent. of the existing
   issued share capital of PlusNet. The terms of this letter are
   summarised in this Announcement.


•  BT has therefore received irrevocable undertakings and a letter of
   intent to accept the Offer in respect of 7,507,508 PlusNet Shares in
   aggregate, representing approximately 25.2 per cent. of the existing
   issued share capital of PlusNet.


•  Rothschild is acting as sole financial adviser to BT in connection
   with the Offer. Bridgewell is acting as sole financial adviser to
   PlusNet in connection with the Offer.


Commenting on the Offer, Lee Strafford, Chief Executive Officer of
PlusNet, said:

"I am pleased to announce BT's offer this morning. Whilst the PlusNet
Directors continue to believe that PlusNet is a high quality business,
our sector is consolidating and there are considerable benefits to
PlusNet in becoming part of BT. BT recognises the importance of
retaining PlusNet's identity and culture and I believe this will give
rise to exciting opportunities for PlusNet, our customers and our
employees."


BT Retail chief executive, Ian Livingston, said:

"This offer makes great sense for BT. We already provide the UK's most
popular and best-performing ADSL broadband service and this acquisition
will ensure that even more people can enjoy our market-leading services.
PlusNet's customers and employees will benefit from the combination of
PlusNet's excellent platform and access to BT's resources and technology
development."


This summary should be read in conjunction with the full text of the
following Announcement and the Appendices to it and with the full
further terms and conditions of the Offer to be set out in the Offer
Document and, in respect of PlusNet Shares in certificated form, the
Form of Acceptance. Appendix I sets out the conditions of and certain
further information about the Offer. Appendix II contains source notes
relating to certain information contained in this Announcement. Certain
terms used in this Announcement are defined in Appendix III.

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

PlusNet                                        Tel: +44 (0) 114 220 0012
Lee Strafford
Neil Comer

Bridgewell                                     Tel: +44 (0) 20 7003 3000
(Financial adviser and stockbroker to
PlusNet)
Shaun Dobson
Xavier de Mol

Smithfield                                     Tel: +44 (0) 207 903 0676
(Public relations adviser to PlusNet)
Sara Musgrave

Terms used in this summary shall have the meaning given to them in the
full Announcement.


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.


Bridgewell, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for PlusNet and
no-one else in connection with the Offer and will not be responsible to
anyone other than PlusNet 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 will be made
solely through the Offer Document, an advertisement to be placed in a
national newspaper in the UK and the Form of Acceptance. BT intends to
dispatch such documents to PlusNet Shareholders (and, for information
only, to PlusNet Optionholders) and place such advertisement shortly.
The Offer Document and the Form of Acceptance will 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 will be available for public inspection in the United Kingdom.


Unless otherwise determined by BT, the Offer will not be made, directly
or indirectly, in or into the United States or by use of the mails of,
or by any means or instrumentality (including, without limitation,
facsimile, internet, email or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States, nor
will it be made directly or indirectly in or into Canada, Japan or any
Prohibited Jurisdiction, and 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 this Announcement are not being, will not be and
must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent 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 mail, forward, distribute or send it in, into or from
the United States, Canada, Japan or any Prohibited Jurisdiction. Doing
so may render invalid any purported acceptance of the Offer. Any persons
(including custodians, nominees and trustees) who are overseas persons
or who would, or otherwise intend to, mail or otherwise forward,
transmit, distribute or send this Announcement, the Offer Document, the
Form of Acceptance or any related document outside the United Kingdom or
to any overseas person should seek appropriate advice before doing so.
Further details in relation to Overseas PlusNet Shareholders will be
contained in the Offer Document.


Cautionary statement regarding forward-looking statements


This Announcement contains statements about BT and PlusNet (and their
respective groups and/or subsidiary undertakings) that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects"
or words or terms of similar substance or the negative thereof are
forward-looking statements. Forward-looking statements include
statements relating to the following (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of BT's or PlusNet's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on BT's
or PlusNet's business. These forward-looking statements are not
guarantees of future performance. They have not been reviewed by the
auditors of BT or of PlusNet. These forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of such
persons and the environment in which each will operate in the future.
You are cautioned not to place undue reliance on any forward-looking
statement, which speak only as of the date they were made. All
subsequent oral or written forward-looking statements attributable to
BT, PlusNet or any members of their respective groups or any persons
acting on their behalf are expressly qualified in their entirety by the
Cautionary Statement above. All forward-looking statements included in
this document are based on information available to us on the date
hereof. Investors should not place undue reliance on such
forward-looking statements, and we undertake no obligation to publicly
update or revise any forward-looking statements.


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.


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


16 November 2006


RECOMMENDED CASH OFFER FOR PLUSNET PLC ("PLUSNET") BY BRITISH
TELECOMMUNICATIONS PLC ("BT"), A SUBSIDIARY OF BT GROUP PLC

1. Introduction


The boards of BT and PlusNet are pleased to announce the terms of a
recommended cash offer by BT for the whole of the issued and to be
issued share capital of PlusNet. BT is a wholly-owned subsidiary of BT
Group plc.


The Offer values each PlusNet Share at 210 pence and the entire issued
and to be issued share capital of PlusNet at approximately £66.7
million.


2. Recommendation


The PlusNet Directors, who have been so advised by Bridgewell,
unanimously consider the terms of the Offer to be fair and reasonable.
In providing advice on the Offer to the PlusNet Directors, Bridgewell
has taken into account the commercial assessments of the PlusNet
Directors.


Accordingly, the PlusNet Directors have voted unanimously to recommend
that PlusNet Shareholders accept the Offer when it is made and have
irrevocably undertaken to BT to accept the Offer in respect of their
entire beneficial holdings of PlusNet Shares, which amount, in
aggregate, to 1,688,691 PlusNet Shares, representing approximately 5.7
per cent. of the existing issued share capital of PlusNet. Further
details of these undertakings are set out in paragraph 12 of this
Announcement. These undertakings will continue to be binding if any
higher competing offer is made for PlusNet.


BT has received further irrevocable undertakings to accept the Offer in respect
of 3,803,817 PlusNet Shares in aggregate, representing approximately 12.8 per
cent. of the existing issued share capital of PlusNet. In addition, BT has
received a letter of intent to accept the Offer in respect of 2,015,000 PlusNet
Shares, representing approximately 6.8 per cent. of the existing issued share
capital of PlusNet. Further details of these undertakings and the letter of
intent are set out in paragraph 12 of this Announcement.


3. Summary of the Offer


Under the Offer, which will be subject to the conditions and further
terms set out in Appendix I to this Announcement and to be set out in
the Offer Document and, in respect of PlusNet Shares in certificated
form, the Form of Acceptance, PlusNet Shareholders will receive:


                210 pence in cash for each PlusNet Share


The Offer values the entire issued and to be issued share capital of
PlusNet at approximately £66.7 million.


The Offer represents a premium of approximately 17 per cent. to the
Closing Price of 179.5 pence per PlusNet Share on 11 October 2006, being
the last Business Day prior to the announcement by PlusNet on 12 October
2006 of the receipt of a preliminary approach that may or may not lead
to an offer being made for PlusNet.


Furthermore, the Offer represents a premium of approximately 65 per
cent. to 127 pence and approximately 47 per cent. to 143 pence, being
the average Closing Prices of PlusNet Shares in the periods of,
respectively, three months and one month immediately preceding the
announcement by PlusNet on 12 October 2006 referred to above.


PlusNet Shares will be acquired fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and
other third party rights or interests and together with all rights
attaching thereto, including, without limitation, the right to receive
all dividends and other distributions (if any) announced, declared, made
or paid thereafter.

4. Background to and reasons for the Offer


BT considers that PlusNet has established a successful ISP business
focusing on the discerning broadband user. Furthermore, PlusNet benefits
from an industry leading internet based service platform (Workplace).


BT intends to continue to leverage and develop PlusNet's Workplace
platform and has no immediate plans to integrate PlusNet into existing
BT services, maintaining its focus on the internet serviced, discerning
user, at competitive broadband rates. BT believes that, by combining
this platform with its existing resources and expertise within BT
Retail, the customer experience will be enhanced.


The Offer will allow PlusNet Shareholders to realise their investment in
PlusNet Shares at a significant premium to the average Closing Price of
PlusNet Shares in the three months immediately preceding the
announcement by PlusNet on 12 October 2006 of the receipt of a
preliminary approach, at a level which BT and the PlusNet Board believe
is unlikely to be achieved by PlusNet Shareholders in the near to medium
term.

5. Background to and reasons for recommending the Offer


The PlusNet Directors believe that the terms of the Offer represent an
opportunity for PlusNet Shareholders to realise their investment for
cash, providing certainty of value in a turbulent market environment.


PlusNet is a successful ISP focusing on the discerning broadband user.
Workplace, its internet based service platform, drives competitive
advantage through efficient management of wholesale networks and low
back office costs.


The PlusNet Directors consider that it is important that an approach for
the business should deliver a good return for shareholders whilst
ensuring an enhanced strategy for PlusNet's business. Due to the nature
of PlusNet's business and its key relationships with customers and
employees, in evaluating the Offer, the PlusNet Directors have given due
consideration to BT's intention to maintain and develop those
relationships.


   •The PlusNet Directors believe that, during 2006, the UK broadband
    sector has been impacted by the following factors:

•increased competition as new entrants and existing broadband providers
have announced plans to bundle broadband with other services, such as
fixed line voice, mobile telephony and content;

•underlying infrastructure changes, including the launch of BT Openreach
and the associated systems and process changes, the emergence of LLU and
the roll-out of faster broadband connection speed; and

•possible changes in wholesale broadband pricing.


Due to PlusNet's focus on the discerning broadband user and its low cost
Workplace platform, PlusNet continued to operate profitably in the six
months to 30 June 2006 notwithstanding a period of uncertainty in the
broadband sector.

On 1 August 2006, PlusNet announced an increase in turnover to £22.5
million (2005: £16.4 million) and profit before tax of £3.0 million
(2005: £2.3 million) for the six month period to 30 June 2006. However,
the PlusNet Directors also reported that the recent turbulence and
technological changes in the broadband sector had adversely affected
customer acquisition rates. PlusNet's customer base grew from 176,000 to
198,000 in the six months to 30 June 2006, in line with the first half
of 2005. The PlusNet Board was disappointed with this growth rate, which
slowed between the first and second quarters of 2006 and was below
expectations.

On 13 November 2006, BT announced reductions in its wholesale broadband
pricing which will come into effect in phases. In May 2007, the rental
end user charge for BT's IP stream is expected to be reduced by
approximately 9 per cent., followed by a further reduction in January
2008. Whilst this change in wholesale pricing represents a positive
development for PlusNet, the PlusNet Directors believe that the proposed
timing and extent of the May 2007 pricing change is unlikely to have a
material impact on PlusNet's financial performance.

Whilst the PlusNet Directors believe that PlusNet's focus on the
discerning broadband user and its industry leading internet based
service platform, Workplace, will allow PlusNet to increase its customer
base in the long term, the PlusNet Directors also believe that ongoing
turbulence and the technology changes experienced in the broadband
sector this year will continue to affect the broadband sector, hence
providing limited visibility as to future trends in PlusNet's customer
acquisition rate.


The PlusNet Directors believe that PlusNet has positive long-term
prospects as an independent company. However, the PlusNet Directors
believe that the cash Offer from BT provides immediate certainty of
value to PlusNet Shareholders at a level which is unlikely to be
achieved by PlusNet Shareholders during the period of ongoing turbulence
in the broadband sector, which the PlusNet Directors believe will
continue for an uncertain period of time.

6. Information on PlusNet


PlusNet is a successful ISP business. PlusNet's strategy relies on the
provision of services for discerning users, using Workplace, a scalable
and flexible platform, to offer existing and new products and services
at low cost, and on sourcing broadband connections from BT as well as
other suppliers. As at 30 June 2006, PlusNet had 198,000 broadband
customers.

For the year ended 31 December 2005, PlusNet reported consolidated
turnover of £35.2 million (2004: £27.8 million) and consolidated profit
before tax of £4.5 million (2004: £1.8 million).


7. Current trading and prospects


On 1 August 2006, PlusNet issued its interim results for the 6 month
period ended 30 June 2006.

Since 30 June 2006, as a consequence of operational problems in
connection with the roll-out of 8MB services, PlusNet's customer
acquisition rate has been slower than anticipated, resulting in customer
numbers as at 30 September 2006 being at a similar level to those
announced at the time of PlusNet's interim results. The operational
problems in connection with the 8MB roll-out have now been substantially
resolved.

As stated at the time of PlusNet's interim results for the 6 month
period ended 30 June 2006 and in paragraph 5 of this Announcement, the
PlusNet Board believes that, despite long term positive prospects for
PlusNet, recent turbulence and technological changes will continue to
affect the PlusNet Group in the short term, hence providing limited
visibility as to future trends in PlusNet's customer acquisition.

8. Information on the BT Group and BT


The BT Group is one of the world's leading providers of communications
solutions, serving customers in Europe, the Americas and Asia Pacific.
Its principal activities include networked IT services, local, national
and international telecommunications services and higher-value broadband
and internet products and services. In the UK, the BT Group serves more
than 20 million business and residential customers with more than 30
million exchange lines, as well as providing network services to other
licensed operators.


BT is a wholly-owned subsidiary of BT Group plc.


9. Financing for the Offer


The consideration payable under the Offer will be funded using BT's
existing cash resources. Rothschild is satisfied that the necessary
financial resources are available to BT to enable it to satisfy in full
the consideration payable by BT as a result of full acceptance of the
Offer.


10. Management, employees and location


The BT Board has given assurances to the PlusNet Directors that, on the
Offer becoming or being declared wholly unconditional, the existing
contractual employment rights of all management and employees of PlusNet
will be honoured and pension obligations complied with.


As noted above, BT intends to keep the PlusNet Workplace platform
separate and has no immediate plans to integrate PlusNet into existing
BT services, maintaining its focus on the internet serviced, discerning
user, at competitive broadband rates. BT recognises that the PlusNet
management team and employees have been key to the success of PlusNet to
date. BT intends to retain the management and employees in order to
continue the development and success of PlusNet's business.


BT's immediate plans are to continue to operate PlusNet as a separate
entity within the BT Group from its Sheffield offices. It is of great
importance to BT to retain PlusNet's distinct identity and culture and
for it to continue to trade under the PlusNet brand.


Immediately following the Offer becoming or being declared wholly
unconditional, BT intends to appoint new directors to the PlusNet Board
and procure that PlusNet conforms to the BT Group's corporate governance
guidelines. It is expected that the existing non-executive PlusNet
Directors will resign from the PlusNet Board to accommodate the new
appointments.


11. PlusNet Share Option Schemes


The Offer will extend to any PlusNet Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) prior to the
date on which the Offer ceases to be open for acceptance (or before such
earlier time as BT may decide in accordance with the terms and
conditions of the Offer), including any such shares unconditionally
allotted or issued pursuant to the exercise of options under the PlusNet
Share Option Schemes.

To the extent that options remain unexercised at the time the Offer
becomes or is declared unconditional in all respects, appropriate
proposals will be made to the PlusNet Optionholders in connection with
the Offer. Details of the proposals will be set out in a letter to
PlusNet Optionholders which will be sent in due course.

12. Irrevocable undertakings

BT has received irrevocable undertakings and a letter of intent to
accept the Offer in respect of a total of 7,507,508 PlusNet Shares,
representing approximately 25.2 per cent. of the existing issued share
capital of PlusNet. This is made up as follows:


        (a) Kevin Adams has irrevocably undertaken to accept the Offer
        in respect of an aggregate of 37,200 PlusNet Shares in which he
        is interested, representing approximately 0.1 per cent. of the
        existing issued share capital of PlusNet. This undertaking will
        continue to be binding if a higher competing offer is made;


        (b) Lee Strafford has irrevocably undertaken to accept the Offer
        in respect of an aggregate of 1,528,432 PlusNet Shares in which
        he is interested, representing approximately 5.1 per cent. of
        the existing issued share capital of PlusNet. This undertaking
        will continue to be binding if a higher competing offer is made;


        (c) Neil Comer has irrevocably undertaken to accept the Offer in
        respect of an aggregate of 94,099 PlusNet Shares in which he is
        interested, representing approximately 0.3 per cent. of the
        existing issued share capital of PlusNet. This undertaking will
        continue to be binding if a higher competing offer is made;


        (d) Michael Sherwin has irrevocably undertaken to accept the
        Offer in respect of an aggregate of 22,704 PlusNet Shares in
        which he is interested, representing approximately 0.1 per cent.
        of the existing issued share capital of PlusNet. This
        undertaking will continue to be binding if a higher competing
        offer is made;


        (e) Robert Moya has irrevocably undertaken to accept the Offer
        in respect of an aggregate of 6,256 PlusNet Shares in which he
        is interested, representing approximately 0.02 per cent. of the
        existing issued share capital of PlusNet. This undertaking will
        continue to be binding if a higher competing offer is made;


        (f) Montanaro Investment Managers Ltd has irrevocably undertaken
        to accept the Offer in respect of 1,371,000 PlusNet Shares over
        which it has discretionary control, representing approximately
        4.6 per cent. of the existing issued share capital of PlusNet.
        This undertaking will cease to be binding if a competing offer
        is made for PlusNet which represents a value of not less than
        the sum which is 110 per cent. of the value per PlusNet Share
        under the Offer;


        (g) Cazenove Capital Management Limited has irrevocably
        undertaken to accept the Offer in respect of 2,432,817 PlusNet
        Shares over which it has discretionary control, representing
        approximately 8.2 per cent. of the existing issued share capital
        of PlusNet. This undertaking will cease to be binding if a
        competing offer is made for PlusNet which represents a value of
        not less than the value per PlusNet Share under the Offer; and


        (h) AXA Framlington Investment Management Limited intends to
        accept the Offer in respect of 2,015,000 PlusNet Shares over
        which it has discretionary control, representing approximately
        6.8 per cent. of the existing issued share capital of PlusNet.
        This intention is likely to change if a competing offer is made
        for PlusNet which represents a value of not less than the sum
        which is 105 per cent. of the value per PlusNet Share under the
        Offer or if the Offer is referred to the Office of Fair Trading.


13. Disclosure of interests in PlusNet


Neither BT nor any BT Director nor his family has an interest in, or has
any right to subscribe for, any relevant securities of PlusNet, nor are
they party to any short positions (whether conditional or absolute and
whether in the money or otherwise) relating to relevant securities of
PlusNet, including short positions under derivatives, agreements to sell
or any delivery obligations or rights to require another person to take
delivery.


Neither BT nor any BT Director has borrowed or lent any relevant
securities of PlusNet. Nor does any such person have any arrangement in
relation to relevant securities of PlusNet. For these purposes,
"arrangement" includes any indemnity or option arrangement and any
agreement or understanding, formal or informal, of whatever nature,
relating to relevant securities of PlusNet which may be an inducement to
deal or refrain from dealing in such securities.


14. Compulsory acquisition and cancellation of trading


Following the Offer becoming or being declared unconditional in all
respects, BT intends, as soon as practicable and in accordance with the
AIM Rules, to procure the making of an application by PlusNet to the
London Stock Exchange for the cancellation of the admission to trading
of PlusNet Shares on AIM and also intends that PlusNet will be
re-registered as a private company. It is anticipated that such
cancellation of admission to trading will take effect no earlier than
twenty Business Days after the date on which the Offer becomes or is
declared unconditional in all respects. The cancellation of the
admission of PlusNet Shares to trading on AIM will significantly reduce
the liquidity and marketability of any PlusNet Shares not assented to
the Offer and their value may be affected in consequence.

BT also intends, assuming that it receives sufficient acceptances under
the Offer to entitle it to do so, to use the procedures set out in
sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily, on the same terms as the Offer, any outstanding PlusNet
Shares in respect of which the Offer has not been accepted.


15. Inducement fee


In consideration of, and as an inducement to, BT continuing its
discussions with PlusNet with a view to making the Offer, PlusNet has
agreed to pay BT an inducement fee equal to one per cent. of the Offer
Value (plus value added tax thereon to the extent that it is recoverable
by PlusNet). It is payable only if, following the making of this
Announcement by BT:

(a) (i) any director of PlusNet:

(a) withdraws or qualifies his recommendation of the Offer; or

(b) modifies it in a manner which is adverse to BT or which reduces the
likelihood of the Offer becoming wholly unconditional; and

(ii) subsequently the Offer lapses or is withdrawn in accordance with
its terms in relation to the non-fulfilment of the condition requiring a
minimum of 90% acceptances of the Offer, whether or not the Offer also
lapses or is withdrawn in relation to the non-fulfilment of any other
condition; or

(b) during the period before the Offer becomes or is declared wholly
unconditional or lapses or is withdrawn, either:

(i) a public announcement is made in respect of an actual or
contemplated Competing Offer and the Offer subsequently lapses or is
withdrawn in accordance with its terms in relation to the non-fulfilment
of the condition requiring a minimum of 90% acceptances of the Offer,
whether or not the Offer also lapses or is withdrawn in relation to the
non-fulfilment of any other condition; or

(ii) any other Substantial Transaction is publicly announced and the
Offer subsequently lapses or is withdrawn in accordance with its terms
in relation to the non-fulfilment of the condition requiring a minimum
of 90% acceptances of the Offer, whether or not the Offer also lapses or
is withdrawn in relation to the non-fulfilment of any other condition.

Nothing in the inducement fee agreement obliges PlusNet to pay any
amount which the Panel determines would not be permitted by Rule 21.2 of
the City Code.

16. Other


The BT Directors accept responsibility for the information contained in
this Announcement other than information relating to PlusNet, the
PlusNet Group, the PlusNet Directors and members of their immediate
families and persons connected with them (within the meaning of section
346 of the Companies Act) and other than the opinion of Bridgewell
contained in paragraph 2 of this Announcement. To the best of the
knowledge and belief of the BT Directors (each of whom has taken all
reasonable care to ensure that such is the case), the information
contained in this Announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect
the import of such information.

The PlusNet Directors accept responsibility for the information
contained in this Announcement relating to PlusNet, the PlusNet Group,
the PlusNet Directors and members of their immediate families and
persons connected with them (within the meaning of section 346 of the
Companies Act). To the best of the knowledge and belief of the PlusNet
Directors (each of whom has taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for
which they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.

The availability of the Offer to Overseas PlusNet Shareholders may be
affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements. Further
details in relation to Overseas PlusNet Shareholders will be contained
in the Offer Document.


The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Offer will be subject to the
applicable requirements of the City Code.


Appendix I sets out the conditions of and certain further information
about the Offer. Appendix II contains source notes relating to certain
information contained in this Announcement. Certain terms used in this
Announcement are defined in Appendix III.


The full terms of the Offer will be set out in the Offer Document and
the Form of Acceptance, which will both be posted to PlusNet
Shareholders within 28 days of the date of 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

PlusNet                                        Tel: +44 (0) 114 220 0012
Lee Strafford
Neil Comer

Bridgewell                                     Tel: +44 (0) 20 7003 3000
(Financial adviser and stockbroker to
PlusNet)
Shaun Dobson
Xavier de Mol

Smithfield                                     Tel: +44 (0) 207 903 0676
(Public relations adviser to PlusNet)
Sara Musgrave


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.


Bridgewell, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for PlusNet and
no-one else in connection with the Offer and will not be responsible to
anyone other than PlusNet 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 will be made
solely through the Offer Document, an advertisement to be placed in a
national newspaper in the UK and the Form of Acceptance. BT intends to
dispatch such documents to PlusNet Shareholders (and, for information
only, to PlusNet Optionholders) and place such advertisement shortly.
The Offer Document and the Form of Acceptance will 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 will be available for public inspection in the United Kingdom.


Unless otherwise determined by BT, the Offer will not be made, directly
or indirectly, in or into the United States or by use of the mails of,
or by any means or instrumentality (including, without limitation,
facsimile, internet, email or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States, nor
will it be made directly or indirectly in or into Canada, Japan or any
Prohibited Jurisdiction, and 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 this Announcement are not being, will not be and
must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent 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 mail, forward, distribute or send it in, into or from
the United States, Canada, Japan or any Prohibited Jurisdiction. Doing
so may render invalid any purported acceptance of the Offer. Any persons
(including custodians, nominees and trustees) who are overseas persons
or who would, or otherwise intend to, mail or otherwise forward,
transmit, distribute or send this Announcement, the Offer Document, the
Form of Acceptance or any related document outside the United Kingdom or
to any overseas person should seek appropriate advice before doing so.
Further details in relation to Overseas PlusNet Shareholders will be
contained in the Offer Document.


Cautionary statement regarding forward-looking statements


This Announcement contains statements about BT and PlusNet (and their
respective groups and/or subsidiary undertakings) that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by
or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects"
or words or terms of similar substance or the negative thereof are
forward-looking statements. Forward-looking statements include
statements relating to the following (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of BT's or PlusNet's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on BT's
or PlusNet's business. These forward-looking statements are not
guarantees of future performance. They have not been reviewed by the
auditors of BT or of PlusNet. These forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of such
persons and the environment in which each will operate in the future.
You are cautioned not to place undue reliance on any forward-looking
statement, which speak only as of the date they were made. All
subsequent oral or written forward-looking statements attributable to
BT, PlusNet or any members of their respective groups or any persons
acting on their behalf are expressly qualified in their entirety by the
Cautionary Statement above. All forward-looking statements included in
this document are based on information available to us on the date
hereof. Investors should not place undue reliance on such
forward-looking statements, and we undertake no obligation to publicly
update or revise any forward-looking statements.


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.

                                   APPENDIX I


          CONDITIONS AND PRINCIPAL FURTHER INFORMATION ABOUT THE OFFER

                                     Part A

                            Conditions of the Offer

The Offer is subject to the following conditions:

valid acceptances being received (and not, where permitted, withdrawn)
by no later than 1.00 p.m. on the first closing date of the Offer (or
such later time(s) and/or date(s) as BT may, with the consent of the
Panel or in accordance with the rules of the City Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as BT
may decide) of the PlusNet Shares to which the Offer relates, provided
that this condition will not be satisfied unless BT and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, PlusNet Shares carrying, in
aggregate, more than 50 per cent. of the voting rights then exercisable
at general meetings of PlusNet, including for this purpose (to the
extent, if any, required by the Panel) any voting rights attaching to
any PlusNet Shares which are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise and for this purpose:

the expression "PlusNet Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act; and

shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry upon issue;

to the extent that the acquisition of PlusNet Shares would give rise to
a relevant merger situation within the meaning of section 23 of the
Enterprise Act 2002, the Office of Fair Trading in the United Kingdom
indicating in terms reasonably satisfactory to BT that it does not
intend to refer the Acquisition, or any matter arising therefrom or in
connection therewith, to the Competition Commission in the United
Kingdom;

the Irish Competition Authority having indicated in terms reasonably
satisfactory to BT that it has determined that the proposed acquisition
of PlusNet by BT may be put into effect or all applicable periods during
which the Irish Competition Authority has the power to issue a clearance
or prohibition decision having elapsed without the Irish Competition
Authority having adopted such decision;

no Relevant Authority having decided to take, institute, implement or
threaten any action, suit, proceeding, investigation, enquiry or
reference, or made, proposed or enacted any statute, regulation,
decision or order or required any action to be taken or information to
be provided or otherwise having taken or refrained from having taken any
other action, and there not continuing to be in force any statute,
regulation, rule, order or decision that, in any such case, will or may
reasonably be expected to:

make the Offer or its implementation or the acquisition or proposed
acquisition by BT (or any other member of the Wider BT Group) of any
PlusNet Shares or control or management of PlusNet or any member of the
Wider PlusNet Group void, voidable, unenforceable or illegal under the
laws of any relevant jurisdiction, or otherwise, directly or indirectly,
restrain, restrict, prohibit or delay, or impose additional or amended
conditions or obligations with respect to, or otherwise challenge or
interfere with, any of the foregoing; or

require, prevent, delay, restrict, or alter the proposed terms for the
divestiture by any member of the Wider BT Group or any member of the
Wider PlusNet Group of all or any part of their respective businesses,
assets or properties or impose any limitation on the ability of any of
them to conduct or to own, use or operate all or any part of the
respective businesses, assets or properties owned by, or the use or
operation of which is enjoyed by, any of them, or result in any of them
ceasing to be able to carry on business, or being restricted in its
carrying on of business, under any name under which it currently does
so; or

impose any limitation on the ability of any member of the Wider BT Group
or any other member of the Wider PlusNet Group, directly or indirectly,
to acquire or to hold or to exercise effectively any rights of ownership
of shares or other securities (or the equivalent) in any member of the
Wider PlusNet Group or any other member of the Wider BT Group, or to
exercise management or voting control over any other member of the Wider
PlusNet Group or any member of the Wider BT Group; or

require any member of the Wider BT Group or any member of the Wider
PlusNet Group to acquire, or to offer to acquire, any shares or other
securities or indebtedness (or the equivalent) in or of any member of
the Wider BT Group or any member of the Wider PlusNet Group or any
shares or other securities or indebtedness (or the equivalent) in or of,
or any asset owned by, any other person, or to dispose of or repay, or
to offer to dispose of or repay, any shares or other securities or
indebtedness (or the equivalent) in or of, or any asset owned by, any
member of the Wider BT Group or any member of the Wider PlusNet Group;
or

impose any limitation on the ability of any member of the Wider BT Group
or any member of the Wider PlusNet Group to integrate its business, or
any part of it, with any business of any member of the Wider BT Group or
any member of the Wider PlusNet Group to an extent which is material to
BT in the context of the Offer or, as the case may be, in the context of
the Wider PlusNet Group taken as a whole; or

otherwise adversely affect the business, assets, financial or trading
position or profits, prospects or value of any member of the Wider
PlusNet Group or any member of the Wider BT Group to an extent which is
material to BT in the context of the Offer or, as the case may be, in
the context of the Wider PlusNet Group taken as a whole; or

result in any member of the Wider BT Group or any member of the Wider
PlusNet Group ceasing to be able to carry on business under any name
under which it currently does so,

and all applicable waiting and other time periods during which any
Relevant Authority could decide to take, institute, implement or
threaten any such action, suit, proceeding, investigation, enquiry or
reference having expired, lapsed or been terminated;

all filings which BT reasonably considers necessary having been made and
all statutory or regulatory obligations in any jurisdiction having been
complied with, and all appropriate waiting or other time periods under
any applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated, in each case in connection with the
Offer or the acquisition or proposed acquisition of any PlusNet Shares,
or of control or management of PlusNet (or any other member of the Wider
PlusNet Group) by BT (or any other member of the Wider BT Group), and
all Relevant Authorisations reasonably deemed by BT (or any other member
of the Wider BT Group) to be necessary or appropriate for, or in respect
of, the Offer or any acquisition or proposed acquisition of any PlusNet
Shares, or of control or management of PlusNet (or any other member of
the Wider PlusNet Group), by BT (or any other member of the Wider BT
Group) or to permit or enable BT (or any other member of the Wider BT
Group) to carry on the business of any member of the Wider PlusNet Group
having been obtained in terms and in a form satisfactory to BT acting
reasonably, from all appropriate Relevant Authorities and from all
appropriate persons, authorities or bodies with whom any member of the
Wider BT Group or any member of the Wider PlusNet Group has entered into
contractual arrangements, and all such Relevant Authorisations remaining
in full force and effect, and there being no notice or intimation of any
intention to revoke, modify, restrict, suspend or not to renew any of
them;

save as Disclosed, there being no provision of any Relevant Instrument
which, in consequence of the making or implementation of the Offer, the
acquisition or proposed acquisition by any member of the Wider BT Group
of any PlusNet Shares or any change in the control or management of
PlusNet or any other member of the Wider PlusNet Group, or otherwise,
provides for, or will or may reasonably be expected to, result in any of
the following in each case to an extent which is material to BT in the
context of the Offer or, as the case may be, in the context of the Wider
PlusNet Group taken as a whole:

any money borrowed by, or any other indebtedness (actual or contingent)
of, any member of the Wider PlusNet Group being or becoming repayable or
capable of being declared repayable immediately or prior to their stated
maturity, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited; or

the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of
the Wider PlusNet Group or any such security (whenever arising or having
arisen) becoming enforceable or being enforced; or

any Relevant Instrument or any right, liability, obligation, interest or
business of any member of the Wider PlusNet Group under such Relevant
Instrument (or any related arrangement) being terminated or modified or
affected, or any action being taken, or any obligation arising, under
any Relevant Instrument; or

any asset or right (including, without limitation, intellectual property
rights) or interest of, or any asset or right the use or operation of
which is enjoyed by, any member of the Wider PlusNet Group being or
falling to be disposed of other than in the ordinary course of business,
or charged, or ceasing to be available to any such member, or any right
arising under which any such asset or interest or such right will or
could be required to be disposed of or charged, or will or could cease
to be so available; or

the interest or business of any member of the Wider PlusNet Group in or
with any company, firm, body or person, or any arrangements relating to
any such interest or business, being terminated or adversely modified or
affected; or

the creation of liabilities, whether actual or contingent, of any member
of the Wider PlusNet Group, or the business, assets, financial or
trading position or profits, prospects or value of any member of the
Wider PlusNet Group being prejudiced or adversely affected; or

any member of the Wider PlusNet Group or any member of the Wider BT
Group being required to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of any member
of the Wider PlusNet Group or any member of the Wider BT Group or any
shares or other securities or indebtedness (or the equivalent) in or of,
or any asset owned by, any other person or to dispose of or repay, or to
offer to dispose of or repay, any shares or other securities or
indebtedness (or the equivalent) in or of, or any asset owned by, any
member of the Wider PlusNet Group or any member of the Wider BT Group,

and no event having occurred which, under any provision of any Relevant
Instrument, would or could reasonably be expected to result in any of
the events or circumstances referred to in sub-paragraphs 6(a) to 6(g)
(inclusive) of this paragraph 6 in each case to an extent which is
material to BT in the context of the Offer or, as the case may be, in
the context of the Wider PlusNet Group taken as a whole;

save as Disclosed, no member of the Wider PlusNet Group having, since 31
December 2005:

made any alteration to its memorandum or articles of association or
other constitutional document which is or could reasonably be considered
to be material; or

recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any dividend, bonus issue or other
distribution, whether in cash or otherwise (other than to PlusNet or a
wholly-owned subsidiary of PlusNet); or

issued or agreed to issue, or authorised or proposed the issue of,
additional shares of any class, or of securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such shares
or securities or any loan capital (other than issues to PlusNet or a
wholly-owned subsidiary of PlusNet, and save for PlusNet Shares allotted
on the exercise of any options granted under the PlusNet Share Option
Schemes and Disclosed) or redeemed, purchased or reduced, or authorised
or proposed the redemption, purchase or reduction of any part of its
share capital; or

(other than to PlusNet or a wholly-owned subsidiary of PlusNet) issued,
authorised or proposed the issue of any debentures or securities or
incurred or, save in the ordinary course of business, incurred or
increased any indebtedness or contingent liability; or

entered into, varied, implemented, or authorised, proposed or announced
its intention to enter into, vary or implement, any contract, scheme,
transaction, commitment or other arrangement which is outside the
ordinary course of trading or which is, will or could be restrictive on
the business of any member of the Wider BT Group or any member of the
Wider PlusNet Group or which involves or will or could involve an
obligation of a loss making, long term, onerous or unusual nature or
magnitude; or

authorised, proposed or effected any merger, demerger, reconstruction or
amalgamation, or any acquisition or disposal or transfer of, or any
charge or security interest or other encumbrance in respect of, any
asset or any right, title or interest in any share or asset (other than
in the ordinary course of trading); or

authorised, proposed or effected any mortgage, charge, grant of security
interest or other third party right or encumbrance over any asset or any
right, title or interest in any shares or other asset (other than in the
ordinary course of trading); or

entered into, or varied (other than in respect of increases in
remuneration required under the terms of the relevant agreement) the
terms of, any service contract or agreement or other arrangement with
any of the directors, senior executives or senior employees of any
member of the Wider PlusNet Group; or

been unable, or threatened in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or a substantial part thereof or ceased
or threatened to cease carrying on all or a substantial part of its
business; or

taken or proposed any action or had any proceedings instituted,
threatened or proposed for its winding-up (voluntarily or otherwise),
dissolution or reorganisation (save for any such winding-up or
dissolution whilst solvent) or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar or analogous
officer of all or any of its assets or revenues or for any similar or
analogous matters in any jurisdiction; or

waived or compromised any claim, other than in the ordinary course of
business which in any case is material in the context of the Wider
PlusNet Group taken as a whole; or

entered into any commitment, agreement or arrangement, or passed any
resolution or made any offer, with respect to, or announced an intention
to effect or to propose, any of the transactions, matters or events
referred to in this paragraph 7;

save as Disclosed, since 31 December 2005:

no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits, prospects or value of
any member of the Wider PlusNet Group which is material in the context
of the Wider PlusNet Group taken as a whole;

no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider PlusNet Group is or may
become a party (whether as a claimant, defendant or otherwise), and no
investigation or enquiry by, or complaint or reference to, any Relevant
Authority against or in respect of any member of the Wider PlusNet
Group, having been instituted, announced or threatened or remaining
outstanding which is material in the context of the Wider PlusNet Group
taken as a whole;

no steps having been taken which will result in, or could reasonably be
expected to result in, the withdrawal, cancellation, termination or
adverse modification of any licence or permit held by any member of the
Wider PlusNet Group which is material in the context of the Wider
PlusNet Group taken as a whole; and

no contingent or other liability having arisen or increased or become
apparent to BT which might be likely adversely to affect any member of
the Wider PlusNet Group which is material in the context of the Wider
PlusNet Group taken as a whole; and

BT not having discovered, except as Disclosed:

that any financial or business or other information concerning the Wider
PlusNet Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider PlusNet Group, or
disclosed at any time by or on behalf of any member of the Wider PlusNet
Group in writing in connection with the Offer to any member of BT Group
or its agents or advisers, is misleading or contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading; or

any information which materially affects the import of any such
information as is mentioned in sub-paragraph 9(a) of this paragraph9; or

any circumstance exists whereby a person or class of persons would be
likely to have any claim or claims against any past or present member of
the Wider PlusNet Group which claim or claims would be likely to be
material in the context of the Wider PlusNet Group taken as a whole; and

save as Disclosed, BT not having discovered any of the following
matters:

that there has been any release, emission, disposal, spillage or leak of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health on or about or from any property or
water now or previously owned, occupied, used or controlled by any past
or present member of the Wider PlusNet Group (whether or not
constituting a non-compliance by any person with any applicable law,
statute, ordinance or any regulation, rule or other requirement of any
Relevant Authority) and, in any such case, will or would be likely to
give rise to any liability (whether actual or contingent) on the part of
any member of the Wider PlusNet Group which is material in the context
of the Wider PlusNet Group taken as a whole; or

that any past or present member of the Wider PlusNet Group has committed
any violation of any applicable laws, statutes or ordinances, or any
regulations, rules or other requirements of any Relevant Authority
relating to the disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to environmental
matters which is material in the context of the Wider PlusNet Group
taken as a whole; or

that there is, or is reasonably likely to be, any liability (actual or
contingent) which is material in the context of the Wider PlusNet Group
taken as a whole on any member of the Wider PlusNet Group to make good,
repair, reinstate or clean up any property or water now or previously
owned, occupied or used or controlled by any past or present member of
the Wider PlusNet Group under any environmental legislation, regulation,
notice, circular, order or requirement of any Relevant Authority.

For the purposes of the above conditions:

Disclosed means:

(a) expressly disclosed in the annual report and accounts of PlusNet for
the year ended 31 December 2005;

(b) expressly disclosed in the interim announcement of the results of
PlusNet in respect of the six months ended 30 June 2006;

(c) expressly disclosed in any other public announcement made by PlusNet
via a Regulatory Information Service in the period commencing on 30 June
2006 and ending on the Business Day immediately preceding the date of
this Announcement; or

(d) as otherwise fairly disclosed in writing by or on behalf of PlusNet
to BT in connection with the Offer prior to the date of this
Announcement

Relevant Authorisation means a material authorisation, order, grant,
recognition, confirmation, determination, consent, licence, clearance,
permission, allowance or approval

Relevant Authority means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory
or investigative body or authority, any trade agency, any court or
tribunal and any association, institution or other person or body
whatsoever, in each case in any jurisdiction

Regulatory Information Service has the meaning given to that expression
in the AIM Rules

Relevant Instrument means any agreement, arrangement, licence, permit,
lease or other instrument or obligation to which any member of the Wider
PlusNet Group is a party or by or to which any such member or any of its
assets is or may be bound, entitled or subject

substantial interest means, in relation to an undertaking, an interest,
direct or indirect, in 20 per cent. or more of the voting rights
exercisable in relation to the undertaking or in the capital or of any
class of capital of such undertaking

Wider PlusNet Group means PlusNet and its subsidiary undertakings,
associated undertakings and any other undertakings in which PlusNet and
such undertakings (aggregating their interests) have a substantial
interest

Wider BT Group means BT Group plc and its subsidiary undertakings,
associated undertakings and any other undertaking in which BT Group plc
and such undertakings (aggregating their interests) have a substantial
interest

BT reserves the right to waive all or any of the above conditions in
whole or in part, except the conditions set out in paragraphs 1 and 3
above. BT shall be under no obligation to waive or treat as satisfied
any of the other conditions by a date earlier than the latest date
specified below for the satisfaction thereof (or, if no such date is
specified, the date when the Offer, if such be the case, shall become or
be declared unconditional in all respects) notwithstanding that the
other conditions of the Offer may, at an earlier date, have been waived
or fulfilled and that there are, at such earlier date, no circumstances
indicating that any of such conditions may not be capable of fulfilment.

The Offer will lapse unless the conditions set out above (other than the
conditions set out in paragraphs 1 and 3 above) are fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by
BT to be or to remain satisfied no later than midnight on the 21stday
after the later of the first closing date of the Offer and the date on
which the Offer becomes or is declared unconditional as to acceptances,
or such later date as the Panel may agree.

If BT is required by the Panel to make an offer for PlusNet Shares under
the provisions of Rule 9 of the City Code, BT may make such alterations
to any of the conditions (including, without limitation, the conditions
set out in paragraphs 1 and 3 above) or any of the terms of the Offer as
are necessary to comply with the provisions of that Rule.




                                     Part B

                              Further information

Further details of the Offer

The formal Offer by BT will be subject to the terms and conditions as set out in
this Appendix I and as will be set out in the Offer Document and, in the case of
PlusNet shares held in certificated form, the accompanying Form of Acceptance,
or as may be required to comply with the provisions of the City Code.

The Offer will extend to any PlusNet Shares unconditionally allotted or issued
while the Offer remains open for acceptance (or before such earlier date as BT
may, subject to the City Code, decide, not being earlier than the date on which
the Offer becomes or is declared unconditional as to acceptances or, if later,
the first closing date of the Offer), whether pursuant to the PlusNet Share
Option Schemes or otherwise.

The PlusNet Shares are to be acquired fully paid and free from all liens,
charges and encumbrances, rights of pre-emption and any other third party rights
or interests and together with all rights attaching thereto, including the right
to receive and retain all dividends or other distributions declared, paid or
made on or after the date of this announcement.

The Offer will lapse if the Acquisition is referred to the Competition
Commission in the United Kingdom before 1.00 p.m. on the first closing date of
the Offer or the time and date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later. If the Offer lapses,
the Offer will cease to be capable of further acceptance and accepting PlusNet
Shareholders and BT will thereupon cease to be bound by any Form of Acceptance
or electronic acceptance submitted before the time when the Offer lapses.

Overseas PlusNet Shareholders

The making of the Offer to Overseas PlusNet Shareholders may be prohibited or
affected by the laws of the relevant overseas jurisdictions. Such Overseas
PlusNet Shareholders should inform themselves about and observe any applicable
legal requirements. It is the responsibility of any Overseas PlusNet Shareholder
wishing to accept the Offer to satisfy himself as to the full observance of the
laws of the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents which may be
required, compliance with other formalities needing to be observed and the
payment of any issue, transfer or other taxes due in such jurisdiction. Any such
Overseas PlusNet Shareholder will be responsible for payment of any issue,
transfer or other taxes, duties or other requisite payment(s) due in such
jurisdiction(s) by whomsoever payable, and BT (and any person acting on its
behalf) shall be entitled to be fully indemnified and held harmless by such
Overseas PlusNet Shareholder for any issue, transfer or other taxes or duties or
other requisite payments as BT or any person acting on behalf of BT may be
required to pay in respect of the Offer insofar as they relate to such Overseas
PlusNet Shareholder.

This Announcement is not an offer of securities for sale or purchase in the
United States, Canada, Japan or any Prohibited Jurisdiction. The Offer will not
be made, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality of interstate or foreign commerce of, or any
facilities of a national, local 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
or instrumentality or facilities or from or within the United States, Canada,
Japan or any Prohibited Jurisdiction.

Any person (including, without limitation, nominees, trustees or custodians) who
are overseas persons or who would, or otherwise intend to, forward this
document, the Offer Document, the Form of Acceptance or any related document to
any jurisdiction outside the United Kingdom or to any overseas person should
seek appropriate advice before taking any action.


                                  APPENDIX II


                        BASES AND SOURCES OF INFORMATION


The maximum value placed by the Offer on the entire issued and to be issued
ordinary share capital of PlusNet, and other statements made in this
Announcement by reference to the issued share capital of PlusNet, are based upon
29,736,181 PlusNet Shares being in issue on 15 November 2006 and the
approximately 2.0 million PlusNet Shares that may be issued on exercise of, or
pursuant to, options or conditional share awards under the PlusNet Share Option
Schemes where the exercise price (if any) is below 210 pence.




                                  APPENDIX III


                                  DEFINITIONS


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

"Acquisition"        the proposed acquisition by BT of PlusNet pursuant
                     to the Offer


"AIM"                the market of that name which is operated by the
                     London Stock Exchange


"AIM Rules"          the rules applicable to companies whose shares are
                     traded on AIM published by the London Stock
                     Exchange as amended from time to time


"Bridgewell"         Bridgewell Limited, financial adviser to PlusNet


"BT"                 British Telecommunications plc


"BT Board"           the board of directors of BT


"BT Director"        a director of BT


"BT Group"           BT Group plc and its subsidiary undertakings


"BT Retail"          the division of the BT Group known as "BT Retail"


"Business Day"       a day, not being a public holiday, Saturday or
                     Sunday, on which clearing banks in London are open
                     for normal business


"Canada"             Canada, its possessions and territories and all
                     areas subject to its jurisdiction and any political
                     sub-division thereof


"City Code"          The City Code on Takeovers and Mergers


"Closing Price"      the closing middle market quotation of a PlusNet
                     Share as derived from the AIM appendix to the Daily
                     Official List


"Companies Act"      the Companies Act 1985, as amended


"Competing Offer"    an offer made or to be made by a third party for
                     all or the majority of the ordinary share capital
                     of PlusNet or any other proposal made or to be made
                     by a third party having substantially the effect of
                     a merger of PlusNet into or with any other entity


"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), as amended


"Daily Official      the Daily Official List published by the London
List"                Stock Exchange


"Form of             the form of acceptance and authority which will
Acceptance"          accompany the Offer Document


"in certificated     a share or other security which is not in
form"                uncertificated form (that is, not in CREST)


"in uncertificated   recorded on the relevant register of the share or
form"                security concerned as being held in uncertificated
                     form in CREST, and which, by virtue of the CREST
                     Regulations, may be transferred by means of CREST


"ISP"                internet service provider


"Japan"              Japan, its possessions and territories and all
                     areas subject to its jurisdiction and any political
                     sub-division thereof


"Listing Rules"      the rules and regulations made by the Financial
                     Services Authority in its capacity as the UK
                     Listing Authority under the Financial Services and
                     Markets Act 2000 and contained in the UK Listing
                     Rules publication of the same name


"LLU"                local loop unbundling


"London Stock        London Stock Exchange plc
Exchange"


"Offer"              the recommended offer to be made by BT for the
                     PlusNet Shares (other than any PlusNet Shares held
                     by BT) on the terms and subject to the conditions
                     described in this Announcement and to be set out in
                     the Offer Document and the Form of Acceptance
                     (including, where the context so requires, any
                     subsequent revision, variation, renewal or
                     extension thereof)


"Offer Document"     the formal offer document to be sent to PlusNet
                     Shareholders containing the Offer


"Offer Value"        the aggregate cash value of the total consideration
                     payable by BT to PlusNet Shareholders pursuant to
                     the terms of the Offer


"overseas person"    any person who is not resident in the United
                     Kingdom, or who is a citizen, resident or national
                     of a jurisdiction outside the United Kingdom, or
                     who is a nominee of, or custodian or trustee for,
                     any citizen(s), resident(s) or national(s) of any
                     country other than the United Kingdom


"Overseas PlusNet    a PlusNet Shareholder who is an overseas person
Shareholder"


"Panel"              The Panel on Takeovers and Mergers


"PlusNet"            PlusNet plc


"PlusNet Board"      the board of directors of PlusNet


"PlusNet Director"   a director of PlusNet


"PlusNet Group"      PlusNet and its subsidiary undertakings


"PlusNet             holders of options or awards under the PlusNet
Optionholders"       Share Option Schemes


"PlusNet Share(s)"   the existing issued and paid (or credited as fully
                     paid) ordinary shares of 0.2 pence each in the
                     capital of PlusNet and any further such shares
                     which are unconditionally allotted or issued
                     (including pursuant to the exercise of options
                     granted under the PlusNet Share Option Schemes)
                     after the date hereof and before the Offer ceases
                     to be open for acceptance (or before such other
                     time as BT may decide in accordance with the terms
                     and conditions of the Offer)


"PlusNet             the holders of PlusNet Shares
Shareholders"


"PlusNet Share       means:
Option Schemes"

                     the PlusNet EMI Share Option Scheme (2004);

                     the PlusNet Performance Related Share Option Scheme
                     (2004); and

                     the PlusNet Performance Share Plan (2005)


"Prohibited          any jurisdiction where local laws or regulations
Jurisdiction"        may result in a significant risk of civil,
                     regulatory or criminal exposure or prosecution if
                     information concerning the Offer is sent or made
                     available to PlusNet Shareholders in that
                     jurisdiction


"relevant            as defined by the City Code
securities"


"Rothschild"         NM Rothschild & Sons Limited, financial adviser to
                     BT and BT Group plc


"subsidiary",        shall be construed in accordance with the Companies
"subsidiary          Act
undertaking",
"associated
undetaking" or
"undertaking"


"Substantial         a transaction which constitutes a class 1
Transaction"         transaction or reverse takeover in relation to
                     PlusNet for the purpose of chapter 10 of the
                     Listing Rules (ignoring any waiver or relaxation of
                     the rules in that chapter and also ignoring the
                     fact that PlusNet is not subject to the Listing
                     Rules)


"United Kingdom" or  the United Kingdom of Great Britain and Northern
the "UK"             Ireland and its dependent territories


"United States"      the United States of America, its possessions and
                     territories, all areas subject to its jurisdiction
                     or any sub-division thereof, any state of the
                     United States of America and the District of
                     Columbia


"Workplace"          PlusNet's in-house developed operational system



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            The company news service from the London Stock Exchange

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