Further re: Project Telecom

Vodafone Group Plc
03 October 2003


Not for release, publication or distribution, in whole or in part, in or into
Australia, Canada or Japan

3 October 2003

                               Vodafone Group Plc

                 RECOMMENDED CASH OFFER FOR PROJECT TELECOM PLC

                   CLOSING OF OFFER AND LEVEL OF ACCEPTANCES

Vodafone Group Plc ('Vodafone') announces that the recommended cash offer (the '
Offer') made outside the United States by UBS Investment Bank, and in the United
States by Vodafone itself, for the entire issued and to be issued share capital
of Project Telecom plc ('Project Telecom'), as set out in the offer document
relating to the Offer dated 12 August 2003 (the 'Offer Document'), has now
closed. Any acceptances received after 3.00 p.m. (London time) on 2 October 2003
will be invalid and will not be accepted by Vodafone.

As at 3.00 p.m. (London time) on 2 October 2003, Vodafone had received valid
acceptances under the Offer in respect of 228,724,824 Project Telecom Shares,
representing approximately 98.9 per cent. of the existing issued share capital
of Project Telecom.

Prior to the announcement of the Offer on 5 August 2003, Vodafone had received
irrevocable undertakings from the Project Telecom Directors and certain other
Project Telecom Shareholders to accept the Offer in respect of a total of
133,577,319 Project Telecom Shares, representing approximately 60.2 per cent. of
the then existing issued share capital of Project Telecom and approximately 57.8
per cent. of the existing issued share capital of Project Telecom as at 2
October 2003 following the exercise of certain Project Telecom share options.
Valid acceptances have been received in respect of all the Project Telecom
Shares subject to the irrevocable undertakings and these acceptances are
included in the total number of valid acceptances referred to above.

Save as disclosed in this announcement or the Offer Document, prior to the
commencement of the Offer Period on 11 July 2003, neither Vodafone, nor any
persons acting or deemed to be acting in concert with Vodafone, held any Project
Telecom Shares (or rights over any Project Telecom Shares) and neither Vodafone
nor any persons acting or deemed to be acting in concert with Vodafone, have
since acquired or agreed to acquire any Project Telecom Shares (or rights over
any Project Telecom Shares).

Vodafone intends to implement the procedures to acquire compulsorily, pursuant
to Sections 428 to 430F of the Companies Act 1985, those Project Telecom Shares
for which valid acceptances have not been received.

Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.

                                    - ends -

For further information:

Vodafone Group
Tim Brown, Group Corporate Affairs Director
Tel: [phone]

Investor Relations
Melissa Stimpson
Darren Jones
Tel: [phone]

Media Relations
Bobby Leach
Ben Padovan
Tel: [phone]

UBS Investment Bank
Warren Finegold
Andre Sokol
Tel: [phone]

Tavistock Communications
Lulu Bridges
Justin Griffiths
Tel: [phone]

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer was made solely by the Offer Document
and the Form of Acceptance accompanying the Offer Document, which contained the
full terms and conditions of the Offer, including details of how the Offer may
have been accepted.

The Offer in the United States was made solely by Vodafone and neither UBS nor
any of its affiliates made the Offer in the United States.

The Offer was not made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or any
facility of a national, state or other securities exchange, of a Restricted
Jurisdiction and the Offer could not be accepted by any such use, means,
instrumentality, facility or otherwise from within a Restricted Jurisdiction.
Accordingly, copies of this announcement, the Offer Document, the Form of
Acceptance and any accompanying documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from a Restricted Jurisdiction, use
mails of a Restricted Jurisdiction or any such means, instrumentality or
facility for any purpose, directly or indirectly in connection with the Offer.
Persons who are not resident in the United Kingdom or the United States should
inform themselves about and observe any applicable requirements. Further details
in relation to Overseas Shareholders are contained in the Offer Document.

UBS is acting for Vodafone in connection with the Offer and no one else and will
not be responsible to anyone other than Vodafone for providing the protections
afforded to clients of UBS 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.



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