Transcomm Offer unconditional

BT Group PLC
15 March 2004


BT GROUP PLC

OFFER FOR TRANSCOMM PLC
Not for release, publication or distribution in or into the USA, Canada or
Japan.

FOR IMMEDIATE RELEASE
15 March 2004

                         British Telecommunications plc

                             Recommended cash offer

                                      for

                                 Transcomm plc

                  Offer declared unconditional in all respects

British Telecommunications plc ("BT") is pleased to announce that all conditions
relating to the Offer, as set out in the offer document dated 7 February 2004,
have now been satisfied or waived. Accordingly, the Offer has been declared
unconditional in all respects.

The Offer has been extended and will remain open for acceptance until 3.00pm on
5 April 2004.

Transcomm Shareholders are advised that BT might not extend the Offer beyond
3.00pm on 5 April 2004, in which case it would not be possible to accept the
Offer after that time. However, BT reserves the right to extend the Offer should
it wish to do so.

Transcomm Shareholders who have not accepted the Offer are strongly encouraged
to complete and return their Form of Acceptance (whether or not their Transcomm
Shares are held in CREST) as soon as possible to be received by post or (during
normal business hours) by hand by Lloyds TSB Registrars, Princess House, 1
Suffolk Lane, London EC4R 0AX.

By 3.00 p.m. on 15 March 2004 valid acceptances of the Offer had been received
in respect of a total of 90,728,131 Transcomm Shares, representing approximately
88.24 per cent. of the issued share capital of Transcomm.

BT intends to procure that Transcomm applies, as soon as practicable, to the
London Stock Exchange for cancellation of the admission to trading of Transcomm
Shares on AIM. It is anticipated that such cancellation will take effect no
earlier than 8.00 a.m. on 14 April 2004, being the twentieth business day
following the date of this announcement.

Consideration due under the Offer will be despatched by 29 March 2004 in respect
of Transcomm Shares for which valid and complete acceptances had been received
by 3.00 p.m. on 15 March 2004. Consideration due in respect of valid and
complete acceptances received after 3.00 p.m. on 15 March 2004 will be
despatched within 14 days of such receipt.

On 23 January 2004, BT announced that it had received irrevocable undertakings
to accept the Offer in respect of 49,652,107 Transcomm Shares, representing
approximately 48.3 per cent. of the issued share capital of Transcomm.
Neither BT, nor any person acting, or deemed to be acting, in concert with BT
for the purpose of the Offer owned, or controlled, any Transcomm Shares or any
rights over any Transcomm Shares immediately prior to the commencement of the
Offer Period. Neither BT, nor any person acting, or deemed to be acting, in
concert with BT for the purposes of the Offer has acquired or (other than
pursuant to the Offer) agreed to acquire any Transcomm Shares or (save for the
irrevocable undertakings to accept the Offer referred to in the announcement by
BT on 23 January 2004) any rights over any Transcomm Shares during the Offer
Period. None of the valid acceptances referred to above have been received from
persons acting in concert with BT.






Words and expressions defined in the offer document dated 7 February 2004 have
the same meaning in this announcement, unless the context requires otherwise.
The directors of British Telecommunications plc accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of British Telecommunications plc (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.

PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for BT Group plc and British Telecommunications plc and
for no one else in relation to the Offer and will not be responsible to anyone
other than BT Group plc and British Telecommunications plc for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
document.

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, electronic mail, facsimile transmission, telex or telephone) or 
interstate or foreign commerce of, or any facilities of a national securities 
exchange of, the USA, or in or into Canada  or Japan, and, subject to certain
exceptions, the Offer is not capable of acceptance by any such use, means or 
instrumentality or facilities or from or within the USA, Canada or Japan.  
Accordingly, this announcement is not being made in the USA, Canada or Japan
and copies of this announcement are not being, and must not be, mailed or 
otherwise forwarded, transmitted, distributed or sent in, into or from the USA, 
Canada  or Japan.  Doing so may render invalid any purported acceptance of the
Offer.  Any person (including, without limitation, nominees, trustees or 
custodians) who are overseas persons or who would, or otherwise intend to, 
forward this announcement to any jurisdiction outside the United Kingdom 
or to overseas persons should seek appropriate professional advice before 
taking any action.





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