Tender Offer etc

VITEC GROUP
4 October 1999


                  Vitec Group plc (the 'Company' or 'Vitec')
                  ------------------------------------------

On 3 September 1999, Vitec announced its intention to repurchase its shares by
Tender Offer. Subject to shareholder approval, the Company proposes to
repurchase an initial amount of up to approximately 4.8 million of its Shares,
equivalent to 10 per cent. of its issued share capital. Vitec will retain
flexibility to increase the size of the Tender Offer to up to approximately
7.2 million Shares, equivalent to 14.9 per cent. of its issued share capital.

Vitec currently intends to consider tenders in the range of 550p to 650p per
Share which is a premium of between approximately 3.4 per cent. and
approximately 22.2 per cent. over the middle market closing price of 532p on 2
September 1999, the last dealing day before the announcement of Vitec's
intention to make a Tender Offer. This compares with a  middle market closing
price of 590p on 1 October 1999, the lastest practicable date before this
announcement. The Directors reserve the right to amend this price range,
depending on market conditions and/or other factors. After the close of the
Tender Offer on Friday 29 October 1999, the Directors intend to set the Strike
Price. Shares tendered will be accepted in the following order:

*    the first 1,000 Shares validly tendered by any Shareholder at or below
     the Strike Price will be accepted in full;
*    secondly, remaining Shares validly tendered at prices below the Strike
     Price will be accepted in full;
*    finally, Strike Price tenders plus those fixed price tenders at prices
     equal to the Strike Price (in each case to the extent tenders by the
     relevant Shareholder exceed 1,000 Shares) will be accepted, but may be
     scaled back to reflect any over-subscription.

Each Shareholder may elect that, in the event that the Company decides to
increase the size of the Tender Offer, the initial number of Shares tendered
by that Shareholder will be increased proportionately.

The Record Date for the Tender Offer is Thursday 14 October 1999.

Background to the Tender Offer

The Tender Offer is being made as part of the Company's stated objective of
maximising shareholder value on a sustainable basis.  The Tender Offer will
reduce the Company's cost of capital and increase the efficiency of its
balance sheet.

Having considered a number of methods of returning value to Shareholders, the
Directors have decided to propose a Tender Offer for the following reasons:

*    Shareholders have the choice of participating in the Tender Offer
     regardless of the size of their holding;

*    it guarantees a reduction in the Company's cost of capital; and

*    it enhances the Company's earnings per share.

The Directors reserve the right, subject to applicable law and regulatory
requirements, to amend the above price range, depending on market conditions
and/or other factors. In the event of such an amendment new tender forms would
be despatched to Shareholders. The Directors also reserve the right not to
proceed with the Tender Offer if they conclude that its implementation is no
longer in the interests of the Company and/or Shareholders as a whole.

Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in a circular which is being sent to Shareholders
today.


Directors' intentions

The Directors intend to vote in favour of the Resolutions in respect of their
own beneficial holdings and do not intend to tender any of their Shares in the
Tender Offer.


Long term incentive plan

The Board also proposes to introduce a long term incentive plan which will be
known as the Vitec Group Long Term Incentive Plan (LTIP).

The LTIP has been designed to motivate and reward senior employees (including
executive Directors) for their performance where it yields a significant
contribution to shareholder value by:

*    focusing senior employees' goals on activities which build value for
     Shareholders so that managers may be rewarded for the extent to which
     they meet these goals;

*    linking the rewards of senior employees more closely to the results over
     which they have direct control; and

*     attracting and retaining high quality senior employees in a global
     market.


A summary of the principal terms of the LTIP is set out in the circular to
Shareholders being posted today.


Shareholder approval

The Tender Offer and the implementation of the LTIP require the approval of
Shareholders.

The circular which is being posted to Shareholders today contains full details
of the proposals and a notice convening an EGM for 29 October 1999 at which
shareholder approval of the proposals will be sought.


Definitions

Directors      the Directors of the Company

EGM            the Extraordinary General Meeting of Vitec Group plc convened
               for 3.00 pm on Friday 29 October 1999, or any adjournment
               thereof

LTIP           the Vitec Group Long Term Incentive Plan to be introduced by
               the Company in accordance with the proposals in the circular

Record Date    5.00 pm on Thursday 14 October 1999

Shares         ordinary shares of 20p each in the capital of the Company

Shareholders   holders of Shares

Strike Price  the price at which the Company proposes to purchase
              Shares under the Tender Offer

Tender Offer   the arrangement whereby Shareholders on the register of members
               on the Record Date may tender Shares to Warburg Dillon Read on
               behalf of Vitec Group plc subject to the terms and conditions
               set out in the circular to Shareholders dated 4 October 1999

Contacts

Vitec Group plc, Roland Peate, Company Secretary
Telephone [phone]

Warburg Dillon Read, Max Ziff
Telephone [phone]

Warburg Dillon Read, the investment banking division of UBS AG which is
regulated in the UK by the Securities and Futures Authority Limited, is acting
for Vitec Group plc and for no one else in connection with the Tender Offer
and will not be responsible to anyone other than Vitec Group plc for providing
the protections afforded to its customers or for providing advice in relation
to the Tender Offer.

This document has been approved by UBS AG, acting through its division Warburg
Dillon Read, for the purposes of Section 57 of the Financial Services Act
1986.  UBS AG is regulated in the UK by the Securities and Futures Authority
and is a member of the London Stock Exchange.