Offer Update

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')                     

                               OFT CLEARANCE AND                               

              OFFER DECLARED UNCONDITIONAL, SAVE AS TO ADMISSION               

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.

Serco announced on 31 January 2005 that the Offer was declared unconditional as
to acceptances.

OFT CLEARANCE

On 1 February 2005, the Office of Fair Trading announced that it had decided,
on the information currently available to it, not to refer the Offer to the
Competition Commission under the provisions of the Enterprise Act.

STATUS OF OFFER CONDITIONS

All conditions to the Offer have now been satisfied or, where permitted,
waived, save for the condition relating to the admission to the Official List,
and the admission to trading on the London Stock Exchange of, the New Serco
Shares. Application for such admission has been made.

The Offer will remain open for acceptances until further notice.

UPDATE ON MIX AND MATCH FACILITY RESULTS

Serco today announces that as at 3:00 p.m. (London time) on 28 January 2005,
the closing time and date for the Mix and Match Facility, the total share
consideration available under both the Share Alternative and the Mix and Match
Facility was oversubscribed such that those electing to receive more than 33
per cent. of the consideration in the form of New Serco Shares pursuant to the
Mix and Match Facility will have their share elections scaled down pro rata as
per the terms described in the Offer Document dated 17 December 2004.

As a result, in addition to their basic entitlement of 33 per cent. under the
Share Alternative, Accepting ITNET Shareholders who had validly elected by 3.00
p.m. (London Time) on 28 January 2005 under the Mix and Match Facility to
exchange more ITNET Shares than their basic entitlement under the Share
Alternative will be entitled to do so in respect of only 32.1 per cent.
(approximately) of the ITNET Shares for which they so elected in excess of that
basic entitlement. Valid elections for New Serco Shares made by ITNET
shareholders below their basic entitlements to New Serco Shares under the Share
Alternative will be satisfied in full.

ACCEPTANCE PROCEDURE

To accept the Offer, ITNET Shareholders should complete, sign and return the
Form of Acceptance, whether or not their ITNET Shares are held in CREST, in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible.

ITNET Shareholders who have any queries in relation to the procedure for
acceptance, or who would like a replacement Form of Acceptance, can contact
Computershare Investor Services PLC on 0870 702 0100 (or [phone]
for callers outside the UK).

ITNET Shareholders who have not accepted the Offer are urged to do so without
delay.

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.