Compulsory Acquisition

Not for release, publication or distribution in, into or from the United
States, Canada, Australia or Japan.

               RECOMMENDED OFFER TO ACQUIRE ITNET PLC ('ITNET')                

                         MADE BY LAZARD & CO., LIMITED                         

                    ON BEHALF OF SERCO GROUP PLC ('SERCO')                     

                   COMPULSORY ACQUISITION THRESHOLD REACHED                    

On 16 December 2004, Serco announced a cash offer with a partial share
alternative to acquire the entire issued and to be issued ordinary share
capital of ITNET which is unanimously recommended by the ITNET Board of
Directors. On 3 February 2005, Serco declared the Offer unconditional in all
respects.

COMPULSORY ACQUISITION

Serco announces that it has acquired, or contracted to acquire, not less than
nine-tenths in value of the ITNET Shares to which the Offer relates and,
accordingly, is now entitled and intends to compulsorily acquire the remaining
ITNET Shares pursuant to sections 428 to 430F of the Companies Act 1985.

Serco will shortly be posting formal notices under section 429 of the Companies
Act 1985 to the ITNET Shareholders who have not yet accepted the Offer.

ACCEPTANCE LEVELS

As at 3.00 p.m. (London time) on 16 February 2005, valid acceptances of the
Offer had been received in respect of 63,058,045 ITNET Shares, representing
approximately 85.8 per cent. of the existing issued ordinary share capital of
ITNET.

As previously advised, Serco received irrevocable undertakings to accept the
Offer from the Directors of ITNET in respect of 3,447,708 ITNET Shares,
representing approximately 4.5 per cent. of ITNET's existing issued and to be
issued ordinary share capital. Valid acceptances in respect of 2,140,460 of
these shares were received by Serco prior to 16 February 2005 and are included
in the acceptances referred to above. The remaining 1,307,248 ITNET Shares that
are subject to the irrevocable undertakings are to be allocated or issued
shortly pursuant to the exercise of options granted, or the vesting of awards,
under the ITNET Share Option Schemes or ITNET Share Schemes.

Since 16 December 2004, Serco has acquired 4,382,472 ITNET Shares (representing
approximately 6.0 per cent. of ITNET's existing issued ordinary share capital)
on-market. Apart from these acquisitions, neither Serco, nor any of the Serco
Directors, nor, so far as Serco is aware, any person acting in concert with
Serco has acquired or agreed to acquire any ITNET Shares since the commencement
of the Offer Period (as defined in the Code). Prior to the commencement of the
Offer Period (as defined in the Code), neither Serco nor any person acting in
concert with Serco owned any ITNET Shares.

As a result, Serco has acquired or received valid acceptances for 67,440,517
ITNET Shares, representing approximately 91.8 per cent. of ITNET's existing
issued ordinary share capital.

THE OFFER

The Offer (including the Share Alternative) will remain open until further
notice. As previously announced, the Mix and Match Facility closed at 3.00 p.m.
(London time) on 28 January 2005.

ENQUIRIES

Serco Group plc                                   [phone]        
                                                                             
Andrew Jenner, Finance Director                                              
                                                                             
Dominic Cheetham, Director of Corporate Communications                       
                                                                             
Richard Hollins, Head of Investor Relations                                  
                                                                             
Lazard & Co., Limited (Financial Adviser to       [phone]        
Serco)                                                                       
                                                                             
Paul Jameson                                                                 
                                                                             
Samuel Bertrand                                                              
                                                                             
Merrill Lynch International (Corporate Broker to  [phone]        
Serco)                                                                       
                                                                             
Simon Fraser                                                                 
                                                                             
Andrew Osborne                                                               

OTHER INFORMATION

Terms used in this announcement shall have the same meaning as those in the
Offer Document, unless the context otherwise requires.

The Offer will not be made, directly or indirectly, in or into, or by use of
the mails or any means of instrumentality (including without limitation
facsimile transmission, telex and telephone) of interstate or foreign commerce
of, or any facilities of a national securities exchange of the United States,
nor will it be made in or into Canada, Australia or Japan. Accordingly, copies
of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from the United States, Canada, Australia or
Japan and persons receiving this announcement (including custodians, nominees
and trustees) must not distribute or send it in, into or from the United
States, Canada, Australia or Japan.

This announcement does not constitute, or form any part of, any offer for, or
solicitation of any offer for securities. 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.

Lazard & Co., Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Serco and no-one else in connection
with the Offer and will not be responsible to anyone other than Serco for
providing the protections afforded to customers of Lazard & Co., Limited.

Merrill Lynch International, which is regulated in the United Kingdom by the
Financial Services Authority, is acting as sole corporate broker to Serco and
no-one else in connection with the Offer and will not be responsible to anyone
other than Serco for providing the protections afforded to customers of Merrill
Lynch International.