Notice of EGM etc

British Telecommunications PLC
5 September 2001



                                                         5 September, 2001



                      BT SETS OUT EXPECTED TIMETABLE FOR

                        CREATION OF TWO NEW BUSINESSES

BT today announced the expected timetable of proposals to split out its main
mobile business and create, in the process, two separate, independent
companies - BT Group plc and mmO2 plc. The move is part of BT's strategy to
create further shareholder value. Each company will benefit from greater
flexibility in its respective market, independent access to capital markets
and improved management focus on more tightly defined core businesses.

BT also announced that mmO2 plc would be demerged with net debt on its
balance sheet amounting to £500 million. This follows guidance at the time of
the announcement of the demerger that the figure would be fixed between zero
and £2 billion.

Key dates in the expected timetable include:

24-28         Circular and summary mmO2 plc listing particulars posted to BT
September -   shareholders

23 October -  EGM and Court Meeting
          
             (The new holding company structure needs to be implemented by way
              of a court-approved Scheme of Arrangement, and will facilitate the
              demerger.)

14 November - Court hearing of the petition to sanction the Scheme
     

16 November - Last day of trading in BT shares (subject to Court and shareholder
              approval)

19 November - Demerger complete (subject to Court and shareholder approval). BT
              Group plc and mmO2 plc shares commence trading separately


Sir Christopher Bland, chairman of BT, said: 'This is an important step
forward: we are about to create for shareholders two wholly independent
businesses, each with its own identity, board, management and stock exchange
listing. We expect both BT Group plc and mmO2 plc to be major FTSE-100
corporations.

'Upon demerger, BT shareholders will own equal numbers of BT Group plc shares
and mmO2 plc shares, together replacing their holding in their pre-demerger BT
shares. We strongly believe the demerger is in the interests of shareholders
and will seek shareholder and Court approval for it and the Scheme. I am
confident that shareholders will support the Board's recommendation as being
in the best interests of shareholders, employees and customers.'

Notes for Editors



 1. The proposals include the creation of two new holding companies, one for
    the BT Group businesses and one for the main mobile business.

 2. The new holding company structure for the BT Group businesses will provide
    flexibility to enable further structural change should the board of that
    company believe that such moves would be in the best interests of BT Group
    and its shareholders as a whole.

 3. As a result of the court scheme shareholders on the BT register at the
    scheme record time, expected to be 5.00pm on 16 November 2001, will
    receive one mmO2 plc Share for each BT Share then held. Under the
    demerger, the BT Group businesses will be transferred to BT Group, which
    will issue one BT Group Share for each mmO2 plc share held at the demerger
    record time, expected to be 6.00 am on 19 November 2001. In effect, if the
    proposals are approved and implemented in full as contemplated, BT
    shareholders will receive the same number of shares in each of BT Group
    plc and mmO2 plc as the number of BT shares that they previously held.

 4. Full details of the proposals and proxy forms for both a court meeting and
    an extraordinary general meeting (EGM) will be sent to shareholders by 28
    September 2001.

 5. Shareholders will be asked to approve the demerger, the creation of the two
    holding companies and other matters by voting at the court meeting and
    EGM, both of which are to be held on 23 October 2001, at the NEC,
    Birmingham.

 6. The Court meeting is a meeting of holders of BT shares, to be convened by
    order of the court (High Court of Justice), under Section 425 of the
    Companies Act, to consider the proposals.

 7. If the proposals are implemented as expected, the new arrangements will
    become effective on Monday 19 November 2001 and trading in both the BT
    Group plc shares and the mmO2 plc shares will commence on that date. New
    share certificates are expected to be sent to shareholders by the first
    week of December 2001.

 8. mmO2 plc will be made up of BT Cellnet, Esat Digifone, Telfort Mobiel, Viag
    Interkom, Manx Telecom and Genie.

 9. A shareholder helpline has been set up on Freefone 0808 100 4141. This
    operates between 8.30 am and 8.30 pm on Mondays to Fridays and 10.00am to
    4.30 pm Saturdays, Sundays and UK public holidays. For legal reasons the
    helpline will not be able to provide advice on the merits of the proposals
    or to provide financial advice.


The contents of this press announcement, which has been issued by, and is the
sole responsibility of, British Telecommunications public limited company, has
been approved by Cazenove & Co. Ltd which is regulated in the UK by The
Securities and Futures Authority, solely for the purposes of Section 57 of the
Financial Services Act 1986. Prices and values of, and income from, shares may
go down as well as up and an investor may not get back the amount invested. It
should be noted that past performance is no guide to future performance.
Persons needing advice should consult an independent financial adviser.



                        -----------------------------

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