RNS Number:9439P
Vodafone Group Plc
19 September 2003


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

19 September 2003

                               Vodafone Group Plc

                 Recommended Cash Offer for Project Telecom plc

                  Offer declared unconditional in all respects

Vodafone Group Plc ("Vodafone") announces that all of the conditions to the
recommended cash offer (the "Offer") made outside the United States by UBS
Investment Bank on behalf of Vodafone, 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"), have now been satisfied and,
accordingly, the Offer is declared unconditional in all respects.

As at 3.00 p.m. (London time) on 18 September 2003, Vodafone had received valid
acceptances under the Offer in respect of 213,820,939 Project Telecom Shares,
representing approximately 96.4 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 existing issued share capital of Project Telecom. 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).

The Offer will remain open for acceptance until 3.00 p.m. (London time) on 2
October 2003. Forms of Acceptance not yet returned should be completed and
returned in accordance with the instructions set out in the Offer Document and
in the Form of Acceptance so as to be received as soon as possible.

Settlement
The consideration will be despatched by first class post on or before 2 October
2003 to Project Telecom Shareholders who have validly accepted the Offer on or
before 3.00 p.m. (London time) on 18 September 2003. Thereafter, consideration
will be despatched to Project Telecom Shareholders who validly accept the Offer
within 14 days of receipt of an acceptance valid in all respects.

As at 18 September 2003, Project Telecom Shareholders have elected to receive,
in aggregate, less than #5 million of Loan Notes and therefore Vodafone will not
be issuing any Loan Notes under the Offer. Project Telecom Shareholders will be
paid in cash for any acceptances requesting the Loan Note Alternative.

Delisting and Compulsory Acquisition
It is intended that an application will be made to the UK Listing Authority for
the cancellation of the listing of Project Telecom Shares on the Official List
and to the London Stock Exchange for the cancellation of the admission to
trading of Project Telecom Shares on the London Stock Exchange. The cancellation
is in each case expected to take effect from 17 October 2003, being 20 business
days following the date of this announcement.

In addition, Vodafone intends to implement the procedures set out in sections
428 to 430F of the Companies Act to acquire compulsorily any outstanding Project
Telecom Shares to which the Offer relates in due course.

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: +44 (0) 1635 673310

Investor Relations
Melissa Stimpson
Darren Jones
Tel: +44 (0) 1635 673310

Media Relations
Bobby Leach
Ben Padovan
Tel: +44 (0) 1635 673310

UBS Investment Bank
Warren Finegold
Markus Pressdee
Tel: +44 (0) 20 7567 8000

Tavistock Communications
Lulu Bridges
Justin Griffiths
Tel: +44 (0) 20 7920 3150

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

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

The Offer is not being 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 cannot 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.
Doing so may render invalid any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions. 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.

In accordance with normal UK market practice, Vodafone or its nominees, or its
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Project Telecom Shares outside the United States,
other than pursuant to the Offer, during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the United
Kingdom and communicated in the United States by way of an announcement by or on
behalf of Vodafone.

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.



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

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