PlusNet offer update

BT Group PLC
22 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


22 November 2006


OFFER UPDATE


Further to BT's recent announcements regarding its offer for PlusNet plc (the
"Offer"), BT discloses that yesterday it acquired a total of 4,531,413 PlusNet
Shares (the "Purchase") for a price of 210 pence per PlusNet Share, representing
approximately 15.2 per cent. of the issued ordinary share capital of PlusNet.


Following the Purchase, BT held approximately 32.4 per cent. of the issued
ordinary share capital of PlusNet in total. Upon BT acquiring more than 30 per
cent. of PlusNet's issued share capital and realising the implications under
Rule 9 of the City Code of BT acquiring more than 30 per cent., BT approached
the Panel Executive and requested a dispensation from the requirement to make a
mandatory offer under Rule 9. Following discussions with all relevant parties,
the Panel Executive has agreed, on an ex parte basis, to allow BT to sell down
below 30 per cent. to persons not acting, or deemed to be acting, in concert
with BT for the purpose of the City Code (the "Sale"), without any consequences
under Rule 9 or Rule 4.2 of the City Code. The Sale has been executed this
morning such that BT now holds 8,874,517 PlusNet Shares, representing
approximately 29.8 per cent. of the issued ordinary share capital of PlusNet.


Terms defined in the Offer Document have the same meaning in this Announcement.

Enquiries:

BT                                      Tel: [phone]

Paul Ringham

Rothschild                              Tel: [phone]
(Financial adviser to BT)

Warner Mandel
Chris M Brooks


The directors of BT accept responsibility for the information contained in this
Announcement. To the best of the knowledge and belief of the directors of BT,
who have taken all reasonable care to ensure that such is the case, the
information contained in this Announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.


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.


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 is made solely through the Offer Document, an
advertisement placed in The Times (UK edition) on 18 November 2006 and the Form
of Acceptance. The Offer Document and the Form of Acceptance were dispatched by
BT to PlusNet Shareholders, other than certain Overseas PlusNet Shareholders,
(and, for information only, to participants in the PlusNet Share Option Schemes)
on 17 November 2006. The Offer Document and the Form of Acceptance 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 is available for public inspection in the United Kingdom.


The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state 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, instrumentality or facility or from within the United
States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of the
Offer Document, the Form of Acceptance and any related or accompanying document
are not being, and must not be, directly or indirectly, mailed, distributed,
forwarded, transmitted or otherwise sent, in whole or in part, 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 distribute, mail, transmit, forward 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. Persons receiving
the Offer Document, the Form of Acceptance or any related or accompanying
document (including custodians, nominees and trustees) should not distribute,
mail, transmit, forward or send them or any of them in, into or from the United
States, Canada, Japan or any Prohibited Jurisdiction or use such mails or any
such means, instrumentality or facility for any purpose related to the Offer.


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.




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