Binding Offer for Net2s

BT Group PLC
10 October 2007

                                10 October 2007



                BT IN EXCLUSIVE NEGOTIATIONS TO ACQUIRE NET2S SA



BT Group plc ("BT") announces today that it has submitted a binding, conditional
offer to acquire 68.6% of Net2S SA's outstanding issued share capital (the 
"Block") from four controlling founding shareholders at a price of €5.27 per
share (the "Acquisition"). This offer values the entire outstanding Net2S SA
issued share capital at approximately €68.5 million.



As consideration, BT will issue shares in exchange for 5,566,022 shares
representing 42.9% of Net2S SA's issued share capital held by three founding
shareholders. The remaining 3,341,244 Net2S SA shares of the Block will be
acquired for cash. In addition, it is proposed that before closing of the
Acquisition, Net2S SA distributes €5 million of cash to its current shareholders
by way of a special dividend, equating to €0.385 per share.



Net2S SA provides technology consulting and engineering services for critical
business solutions to large corporate customers. The Company is headquartered in
Paris and employs approximately 800 people operating mainly in France, but also
with a presence elsewhere in Europe, USA and Morocco. For the year ended 31
December 2006, Net2S SA reported revenues of approximately €77 million.



The proposed acquisition is conditional upon the parties finalising their
on-going exclusive negotiations and obtaining the necessary regulatory
clearances.  Both BT and Net2S SA will now commence consultation with the
representatives from the works councils.  The four founding shareholders have
granted BT exclusivity until 31 December 2007 in order to finalise the
transaction.



Subject to completion of the acquisition of the Block and to approval from
France's Autorite des Marches Financiers, BT will implement a public tender
offer for the remaining issued share capital of Net2S SA at a price of €5.27 per
share (the "Tender Offer").  The consideration for the Tender Offer will be
payable in cash.



A further announcement will be made in the coming weeks if the current
negotiations lead to an agreement.



Notes

The four founding shareholders from whom BT is purchasing the Block are
Mr.Bernard Razaghi, Mr.Pascal Petit, Mr.Ali Pichvai and Mr.Christophe Canonne.



The actual number of BT shares to be issued to those three founding shareholders
receiving BT shares as consideration will be determined by reference to the BT
share price as at the earlier of the time of final settlement of the Tender
Offer and 30 April 2008.



For further information

Inquiries about this statement should be made to the BT Group Newsroom on its
24-hour number: 020 7356 5369. From outside the UK dial + 44 20 7356 5369. All
news releases can be accessed at our web site: http://www.bt.com/newscentre.



About BT

BT is one of the world's leading providers of communications solutions and
services operating in 170 countries.  Its principal activities include networked
IT services; local, national and international telecommunications services;
higher-value broadband and internet products and services and converged fixed/
mobile products and services.  BT consists principally of four lines of
business: BT Global Services, Openreach, BT Retail and BT Wholesale.



In the year ended March 31, 2007, BT Group plc's revenue was £20,223 million
with profit before taxation of £2,484 million.



British Telecommunications plc is a wholly-owned subsidiary of BT Group plc and
encompasses virtually all businesses and assets of the BT Group plc.  BT Group
plc is listed on stock exchanges in London and New York.



For more information, visit www.bt.com/aboutbt







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