Tender Offer

BT Group PLC
23 August 2002

                                                                 August 23, 2002



ESAT GROUP LIMITED ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF
                       ITS 11 7/8% SENIOR NOTES DUE 2008



BT today announced that Esat Group Limited (formerly known as Esat Telecom Group
PLC and Esat Holdings Limited) ("Esat") - a wholly owned subsidiary - is
commencing an offer to purchase any and all of its $160,000,000 aggregate
principal amount outstanding of its 11 7/8% Senior Notes due 2008 (the "Notes").
The total purchase price (the "Total Purchase Price") for each $1,000 principal
amount of Notes validly tendered and accepted for purchase shall be an amount
based on a 75 basis point fixed spread over the yield of the 3.00% U.S. Treasury
bond due November 30, 2003 as of 9:00 a.m., New York City time, on the second
business day immediately preceding the expiration date of the tender offer,
which amount includes a consent payment of $25.00 (the "Consent Payment") which
will be paid to eligible holders as described below. The tender offer is
scheduled to expire at 5:00 p.m., New York City time on September 23, 2002,
unless extended. Notes accepted for payment in the tender offer will be
purchased on the third business day following the expiration date or as soon as
practicable thereafter. Esat will pay accrued interest to the date of purchase.

In conjunction with its tender offer, Esat is also soliciting consents from
holders of the Notes to effect certain amendments to the indenture under which
the Notes were issued. Holders who validly tender their Notes and provide
consents to the proposed amendments on or prior to 5:00 p.m., New York City
time, on September 9, 2002, unless otherwise extended, (the "Consent Payment
Deadline") will be eligible to receive the Consent Payment. Holders who tender
their Notes after the Consent Payment Deadline will be eligible to receive the
Total Purchase Price minus the Consent Payment. Consummation of the tender offer
and consent solicitation is subject, among other things, to Esat receiving valid
and unrevoked tenders of Notes and related consents representing at least a
majority in aggregate principal amount of Notes outstanding.

This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any Notes. The tender
offer and consent solicitation are being made solely by the Offer to Purchase
and Consent Solicitation Statement dated August 23, 2002.



End




                      This information is provided by RNS
            The company news service from the London Stock Exchange