Fthr re Tender Offer

Vodafone Group PLC
20 September 2001

NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, JAPAN, CANADA OR AUSTRALIA

20 September 2001


AGREED TENDER OFFER FOR UP TO 21.7% OF JAPAN TELECOM

Vodafone Group Plc ('Vodafone') announces that, following discussions with
East Japan Railway Company ('JR East') and JAPAN TELECOM Co., Ltd. ('JAPAN
TELECOM'), its wholly-owned subsidiary Vodafone International Holdings B.V. ('
VIHBV') will launch an agreed tender offer to acquire up to 693,368 JAPAN
TELECOM ordinary shares ('shares'), representing 21.7% of the outstanding
shares of JAPAN TELECOM (the 'Offer').  The Offer will be conditional upon a
minimum of 10% of JAPAN TELECOM's outstanding shares being tendered and other
conditions standard in a Japanese tender offer.

The Offer price is Yen 450,000 in cash per JAPAN TELECOM share representing a
29% premium to the closing share price on Wednesday 19 September 2001 and a
37% premium to the average closing share price over the 20 trading days up to
and including Wednesday 19 September 2001.  VIHBV will finance the cash
consideration of up to Yen 312 billion (£1.8 billion) in yen from the existing
cash resources of Vodafone and its subsidiaries (the 'Vodafone Group').

JR East, as one of the founding shareholders of JAPAN TELECOM and with a
current 15.2% shareholding in JAPAN TELECOM, supports the Vodafone Group's
initiative to become the controlling shareholder of JAPAN TELECOM.  JR East
intends to tender at least 319,524 JAPAN TELECOM shares, equivalent to 10% of
JAPAN TELECOM's outstanding shares.  JR East intends to remain an important
business partner of JAPAN TELECOM.

The Board of JAPAN TELECOM supports the Offer and the Vodafone Group's
increase in its JAPAN TELECOM shareholding and recognises that the Vodafone
Group will be the controlling shareholder of JAPAN TELECOM following
completion of the Offer.

Chairman Sakata and President Murakami have agreed to remain in their current
roles with JAPAN TELECOM until the Vodafone Group has nominated a new
President ('Shacho') for JAPAN TELECOM.  They have both accepted the Vodafone
Group's request that they then continue in senior roles with JAPAN TELECOM to
be able to continue to contribute their knowledge and experience to the future
development of the business.

The Vodafone Group intends to preserve the Japanese character of JAPAN TELECOM
and to maintain its public listings on the Tokyo Stock Exchange and Osaka
Securities Exchange with a substantial minority of its shares held by the
public.  The Vodafone Group does not intend to acquire additional shares in
JAPAN TELECOM beyond a 66.7% holding.

The Offer will commence on Friday 21 September 2001 and, unless extended, will
remain open for acceptances up to and including Thursday 11 October 2001.
Completion of the Offer is expected on Friday 26 October 2001.

Following the acquisition by VIHBV of up to 21.7% of JAPAN TELECOM's
outstanding shares, the Vodafone Group's holding in JAPAN TELECOM will
increase from 45% to a controlling level of up to 66.7%.  Furthermore, the
Vodafone Group's economic interest in JAPAN TELECOM's wireless business (the '
J-Phone Group') will increase from approximately 60% to up to 69.7%.


Commenting on the Offer, Sir Christopher Gent, Chief Executive of Vodafone,
said:

'We are pleased to have JR East's and JAPAN TELECOM's support for this
transaction and I am personally delighted that Chairman Sakata and President
Murakami have agreed to remain closely associated with JAPAN TELECOM.  We look
forward to the continued contribution of their knowledge and expertise.

Taking control of JAPAN TELECOM underlines the Vodafone Group's commitment to
the JAPAN TELECOM group and to Japan.  We view a strong presence in the
Japanese market as an essential part of our global strategy and expect the
Vodafone Group worldwide to benefit considerably from J-Phone's expertise in
advanced wireless data services.  I am confident that we can now further
improve J-Phone's operating performance through closer integration between the
Vodafone Group and J-Phone, and substantially boost J-Phone's competitive
position in Japan's wireless market.'


Commenting on the Offer, Koichi Sakata, Chairman of JAPAN TELECOM, said:

'I am delighted that JAPAN TELECOM, which I have managed from its foundation
firstly as President and then as Chairman, is now to become an even more
important member of the Vodafone Group.  This will offer JAPAN TELECOM the
opportunity to participate fully in the global development of the Vodafone
Group, and open up new horizons for the company.

I am confident that JAPAN TELECOM and J-Phone can deliver significant
technical expertise in the field of wireless data to the Vodafone Group and
will make a strong contribution to the development of new services, especially
with the advent of 3G. With Vodafone's continued help we have the ability to
secure our position as the major challenger in the Japanese wireless market
and strengthen our fixed line business.  JAPAN TELECOM will work with Vodafone
to deliver new high quality services to customers and value to shareholders.'


Commenting on the Offer, Mutsutake Otsuka, President of JR East, said:

'We believe this is an attractive offer for JR East's shareholders and have
therefore decided to tender into the offer. We are confident in Vodafone's
ability to lead JAPAN TELECOM and we believe that an improved position for
JAPAN TELECOM in the Japanese market will deliver real benefits to us, both as
an ongoing shareholder and as a commercial partner of JAPAN TELECOM.'

Background and rationale for the Offer

Since December 2000, the Vodafone Group has acquired a 45% shareholding in
JAPAN TELECOM and has substantially increased its shareholding in the J-Phone
Group, reflecting the strategic importance of the Japanese market to the
Vodafone Group.  As a result of its increased influence, the Vodafone Group
has been able to make a more substantive contribution to the successful
development of the J-Phone Group.  The Vodafone Group actively promoted the
pending merger of the J-Phone Group companies, approved by shareholders on 10
September 2001, which will create a unified national wireless operator.

The Offer represents a major step in streamlining the ownership and management
structure of JAPAN TELECOM and the J-Phone Group (together, the 'JAPAN TELECOM
Group') and is expected to lead to further improvements in both JAPAN
TELECOM's and the J-Phone Group's operating performance.  The Offer conforms
to the Vodafone Group's stated strategy of increasing its holdings
geographically where it has existing shareholdings and not financing such
acquisitions by the issue of shares.

The Vodafone Group is further strengthening its position in Japan in order to:

-  increase its participation in the high growth Japanese wireless
market which has an attractive three national operator structure, low levels
of penetration and high levels of average revenue per user ('ARPU') compared
to Western Europe and demonstrable early take-up of wireless data services

-  obtain greater exposure to the development of 3G and wireless data
services in Japan through sharing of content and application skills, enhanced
data marketing expertise and partnerships with manufacturers and application
developers

-  contribute to and benefit from improvements in the operational
performance of the J-Phone Group through the provision of global products and
services, supply chain and procurement improvements, improved customer care
and best practice transfer.

The Vodafone Group expects that completion of the Offer will accelerate its
and the JAPAN TELECOM Group's ability to capture these benefits and increase
the extent to which the Vodafone Group shares in them because it is expected
to:

-  further strengthen the Vodafone Group's position in the Japanese market

-  deliver control over the JAPAN TELECOM Group on a friendly basis

-  integrate the JAPAN TELECOM Group more closely with the Vodafone Group

-  add 10.5 million controlled mobile customers to the Vodafone Group's         
   controlled mobile customer base of 73.5 million, as of 30 June 2001

-  provide the opportunity to apply the Vodafone Group's management
   skills to improving the operations of JAPAN TELECOM's fixed line business,
   which continues to operate in a challenging market environment

-  allow consolidation of the JAPAN TELECOM Group's financial results.

As a result, the Vodafone Group is targeting to reach increased EBITDA margins
at the J-Phone Group of 30% by the end of calendar year 2005.

In addition to margin improvements from better management of the existing
business, the Vodafone Group also believes that there are significant benefits
which can be harnessed by more closely integrating the J-Phone Group into its
global footprint. The Vodafone Group expects that additional value will be
created from providing the J-Phone Group with access to the Vodafone Group's
supply chain management expertise, including global procurement pools for
infrastructure, IT and handsets, as well as from the transfer of best practice
for customer relationship management, marketing, distribution and products and
services.

The acquisition of 21.7% of JAPAN TELECOM, assuming that the Vodafone Group
maintains JAPAN TELECOM's existing capital structure, is expected to be
marginally dilutive to Vodafone's pre-goodwill amortisation and exceptionals
earnings per share in financial year 2003 and broadly neutral in financial
year 2004.

Vodafone and VIHBV were advised by UBS Warburg.

For further information:

Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Head of Group Investor Relations
Darren Jones, Senior Investor Relations Manager
Jon Earl, Investor Relations Manager
Tel:  [phone]

Tavistock Communications
Lulu Bridges
John West
Tel:  [phone]

UBS Warburg
Warren Finegold  (London)
Charles Butterworth
Tel:  [phone]

Steven Thomas  (Tokyo)
Tel:  [phone]


Notes to Editors



About JAPAN TELECOM



JAPAN TELECOM is one of Japan's leading telecommunications companies and the
parent of the fast growing wireless operator, the J-Phone Group.  The J-Phone
Group, with approximately 10.9 million customers and a 16.9% market share as
of 31 August 2001, is the third largest operator in the Japanese wireless
telecommunications market, which is the third largest wireless
telecommunications market in the world by number of customers.  The J-Phone
Group obtained a 3G licence in June 2000 and intends to offer 3G services from
June 2002.  Japan currently is expected to be the first country in the world
to introduce commercial 3G services.  The J-Phone Group, through J-Sky, had
approximately 8.3 million wireless data users as of 31 August 2001.  This
makes it the Japanese wireless operator with the highest proportion of its
customer base using data services (76%).  J-Phone customers currently generate
the highest monthly ARPUs in the Vodafone Group, generating Yen 7,700 (£44) in
the year ended 31 March 2001.



JAPAN TELECOM is also the third largest fixed-line telecom operator in Japan,
offering both voice and data services with 18.4 million subscriber lines as of
31 March 2001.



JAPAN TELECOM reported shareholders' funds of Yen 528 billion (£3.1 billion)
as at 31 March 2001 and profit before tax of Yen 78 billion (£0.5 billion) for
the year ended 31 March 2001.  As at 31 March 2001, JAPAN TELECOM had gross
debt of Yen 1,439 billion (£8.3 billion), cash of Yen 260 billion (£1.5
billion) and held marketable securities of Yen 225 billion (£1.3 billion), the
majority of which were of a short-term nature.  The consolidated financial
information related to JAPAN TELECOM has been drawn from its annual report.



JAPAN TELECOM today announced a revision to its previously published forecasts
for both the 6 months ending 30 September 2001 and the 12 months ending 31
March 2002.  The Offer is being made with knowledge of these revised
forecasts.


Market share of Japanese wireless customers net additions (%)


                   Jan     Feb     Mar     Apr     May     Jun     Jul     Aug

                    01      01      01      01      01      01      01      01

J-Phone Group     15.2    20.4    16.9    17.5    23.0    28.4    28.2    34.6

NTT DoCoMo        63.9    59.9    61.2    54.1    51.1    52.8    58.6    50.9

au                17.5    15.6    17.9    24.1    23.4    15.4    13.3    15.7

Tu-Ka              3.4     4.2     4.0     4.3     2.6     3.4   (0.1)   (1.2)

Total            100.0   100.0   100.0   100.0   100.0   100.0   100.0   100.0

SOURCE: Japanese Telecom Carriers Association

Post Offer JAPAN TELECOM Group Ownership Structure 1

                                  % Shareholding in        % Shareholding

                                    JAPAN TELECOM         in J-Phone Group

Vodafone Group                          66.7                    39.7

JAPAN TELECOM                            N/A                    45.1

Minority Shareholders in
  JAPAN TELECOM                         33.3                     N/A

Minority Shareholders in
  J-Phone Group                          N/A                    15.3

TOTAL                                   100.0                   100.0


NOTE:

(1) Assumes maximum number of JAPAN TELECOM shares are purchased under the
Offer and completion of J-Phone merger approved by shareholders on 10
September 2001





The Vodafone Group's recent investments in Japan


Transaction     Stakes                    Seller(s)    JAPAN       Consideration
announced       acquired                               TELECOM
                                                     share price
                                                     paid
                                                     (post share
                                                     split)

20 December   -   15% in JAPAN         JR West      Yen 520,000    Yen 249 bn
2000                     TELECOM       JR Central                  (£1.4 bn)
                                                        
27 February   -   10% in JAPAN         AT&T         Yen 492,000    Yen 157 bn
2001                     TELECOM                                   (£0.9 bn)
                                                                  
2 May 2001    -   20% in JAPAN         BT         Yen 473,000(1)   Yen 647 bn
                         TELECOM                                   (£3.7 bn)
              -   20% in J-P Com
              -   Approx 4.9%
                  in J-P Opcos

20 September  -   Up to 21.7%          JR East and  Yen 450,000    Yen 312 bn
2001               in JAPAN TELECOM    others                      (£1.8 bn)
                                                                  

NOTE:



(1) Implied share price based on £650 million acquisition price for average
4.9% stakes in each of the J-Phone operating companies




About VIHBV



Formed in 1993, VIHBV is a wholly-owned indirect subsidiary of Vodafone
incorporated under the laws of the Netherlands.  It acts as a holding company
within the Vodafone Group and currently holds the interests of Vodafone in
businesses located in Continental Europe, Africa, Australasia and Japan.  As
at 31 March 2001, VIHBV had total assets of NLG 15.8 billion (£4.5 billion).
Funds for the Offer will be provided to VIHBV by other members of the Vodafone
Group from their existing cash resources.





For purposes of translation, exchange rates of Yen 173.2 = £1 and NLG 3.514 =
£1 have been used.



This press release does not constitute, or form part of, any offer or
invitation to sell, or any solicitation of any offer to purchase any
securities in any jurisdiction, nor shall it (or any part of it) or the fact
of its distribution form the basis of or be relied on in connection with, any
contract therefor.  The Offer is not being made and will not be made directly
or indirectly in, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States of America, Australia or
any Province or Territory of Canada.  This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone and the Internet.
Accordingly, copies of this press release and any related offering documents
are not being, and must not be, mailed or otherwise transmitted or distributed
in or into the United States of America, Australia or any Province or
Territory of Canada.  Any purported acceptance of the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid.  No
money, securities or other consideration is being solicited and if sent in
response by a resident of the United States of America, Canada or Australia
will not be accepted.  No indications of interest in the Offer are sought by
this press release.



The release, publication or distribution of this press release in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this press release is released, published or
distributed should inform themselves about and observe such restrictions.
Receipt of this press release will not constitute an offer in those
jurisdictions in which it would be illegal to make the Offer and in such
circumstances it will be deemed to have been sent for information purposes
only.



This press release contains 'forward-looking statements' concerning the
Vodafone Group's operations in Japan, JAPAN TELECOM and the J-Phone Group,
including, but not limited to, statements regarding the future of mobile
telecommunications markets in Japan, the development of advanced wireless data
services by J-Phone, improvements in the operational performance of J-Phone,
the position of J-Phone in the Japanese wireless market, the benefits accruing
to the Vodafone Group and the JAPAN TELECOM Group as a result of the
completion of the Offer and the expected future performance of J-Phone, the
target EBITDA margins of J-Phone and the benefits of the integration of
J-Phone into the Vodafone Group's global footprint, as well as some of the
Vodafone Group's expectations, plans and objectives with respect to these
items.  Forward-looking statements are sometimes, but not always, identifiable
by their reference to a date in the future or the inclusion of words such as '
anticipates', 'may', 'should', 'expects', 'believes', 'intends', 'plans', '
targets', 'goal' or 'estimates'.



By their nature, forward-looking statements are predictive and involve risk
and uncertainty because they relate to events and depend on circumstances that
will occur in the future, many of which are beyond the control of the Vodafone
Group.  There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements.  These factors include, but are not limited to,
the following: adverse changes in economic conditions and other conditions
affecting the level of demand for wireless services; introduction by
competitors of handsets that function as cameras or greater availability to
competitors of technologically advanced handsets generally; greater than
anticipated competitive activity, including from the emergence of new
technology;  greater than expected costs associated with the provision of
advanced wireless data services, including as a result of unanticipated demand
concentration, the possibility that technologies, including advanced wireless
data services, will not perform according to expectations or that vendors'
performance will not meet requirements;  changes in the projected growth and
penetration rates of the mobile telecommunications industry and lower than
expected average revenue per user rates; the Vodafone Group's ability to
introduce and transition customers to new services, including advanced
wireless data services and future revenue contributions of advanced wireless
data services as a percentage of total revenue; the Vodafone Group's ability
to harmonize its mobile platforms; delays or impediments in the roll-out of
advanced wireless data services; changes in the regulatory framework in which
the Vodafone Group operates, including regulatory actions related to pending
or future acquisitions;  and changes in exchange rates, including in
particular the exchange rate of the pound sterling to the euro or the yen.
All written or verbal forward-looking statements attributable to the Vodafone
Group or persons acting on its behalf are expressly qualified in their
entirety by the factors referred to above.  The Vodafone Group undertakes no
duty to, and does not intend to, update these forward-looking statements or
the description of some of the factors that could cause actual results to
differ.



UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting exclusively
for Vodafone Group Plc and Vodafone International Holdings B.V. and no one
else in connection with the transaction referred to in this press release and
will not be responsible to anyone other than Vodafone Group Plc and Vodafone
International Holdings B.V. for providing the protections afforded to
customers of UBS Warburg Ltd. or for giving advice in relation to the
transaction or any matters referred to in this press release.