BT Group PLC BT.A Recommended cash offer for Tikit Group plc

  BT Group PLC (BT.A) - Recommended cash offer for Tikit Group plc

RNS Number : 0546R
BT Group PLC
14 November 2012




Not for release, publication or distribution, in whole or in part, in or  into 
any jurisdiction where to do so  would constitute a violation of the  relevant 
laws of such jurisdiction.

                                                              14 November 2012

                                      

                            RECOMMENDED CASH OFFER

                                     for

                               TIKIT GROUP PLC

                                      
                                      by

                        BRITISH TELECOMMUNICATIONS PLC

Summary

· The boards of directors  of British Telecommunications plc  ("BT") 
and Tikit Group plc ("Tikit") are  pleased to announce that they have  reached 
agreement on the terms of a recommended cash offer by which the entire  issued 
and to be issued share capital of Tikit will be acquired by BT (the  "Offer"). 
It is intended that the Offer be effected by way of a Court-sanctioned  scheme 
of arrangement under Part 26 of the Companies Act.

· Under the  terms of  the Offer,  each Scheme  Shareholder will  be 
entitled to receive 416 pence in cash for each Tikit Share held at the  Scheme 
Record Time.

· The Offer  values the  issued and to  be issued  share capital  of 
Tikit at approximately £64.2million.

· The price of 416 pence in cash for each Scheme Share represents  a 
premium of approximately:

· 18 per cent.  to the closing price  of 354 pence per  Tikit Share on  13 
November 2012, the Business Day immediately prior to the Announcement Date;

· 26 per cent. to the average  closing price of 330 pence per Tikit  Share 
over the three month period ended 13 November 2012; and

· 29 per cent. to the average  closing price of 323 pence per Tikit  Share 
over the six month period ended 13 November 2012.

·  The  Offer  enables  BT  to  combine  the  strengths  of  Tikit's 
expertise, portfolio, relationships and deep understanding of the needs of the
legal  sector  with   BT's  scale   and  breadth  of   products,  creating   a 
differentiated offering with the ability  to supply, install, support and  fix 
mission-critical IT applications and ICT infrastructure through a single point
of contact.

· The directors  of Tikit,  who have  been so  advised by  Investec, 
consider the terms of  the Offer to be  fair and reasonable. Accordingly,  the 
directors of Tikit  intend unanimously  to recommend  that Tikit  Shareholders 
vote in  favour of  the Scheme  at  the Court  Meeting and  in favour  of  the 
resolutions to be proposed at the  General Meeting, as each director of  Tikit 
has irrevocably undertaken  to do  in respect of  their own  Tikit Shares  and 
those of their family members, being, in aggregate, a total of 1,030,370 Tikit
Shares, representing approximately 7.0 per cent. of the existing issued  share 
capital of Tikit. In providing its advice, Investec has taken into account the
commercial assessments of the directors of Tikit.

· It  is  expected  that the  Scheme  Document,  containing  further 
information about  the Offer  and notices  of the  Court Meeting  and  General 
Meeting,  together  with  the  Forms  of  Proxy,  will  be  posted  to   Tikit 
Shareholders and  (for  information  only) participants  in  the  Tikit  Share 
Schemes by  21 November  2012 and  that the  Scheme will  be effective  by  18 
January  2013,  subject  to  the  satisfaction  of  all  relevant  conditions, 
including the Conditions and  certain further terms set  out in Appendix1  to 
this announcement.

· Commenting on the Offer, Gavin Patterson, Chief Executive  Officer 
of BT Retail said:

"Tikit represents  a highly  complementary fit  with BT  Retail's existing  IT 
strategy and strengthens  our position  in the  provision of  ICT services  to 
legal firms in the UK. The Offer will enable us to combine Tikit's  expertise, 
portfolio, relationships and deep  understanding of the  legal sector with  BT 
Retail's scale and breadth of products. Together, we expect to deliver a truly
differentiated offering  with  the capacity  to  supply, install  and  support 
mission-critical IT applications and ICT infrastructure through a single point
of contact."

· Commenting on  the Offer, Mike  McGoun, Non-Executive Chairman  of 
Tikit said:

"We firmly  believe that  this transaction  is in  the best  interests of  our 
shareholders and  employees. BT  will enable  Tikit to  continue to  grow  and 
better service the needs  of its clients. The  board of directors  unanimously 
recommends that shareholders vote in favour of the resolutions."

This summary should be read in conjunction  with, and is subject to, the  full 
text of the following announcement,  including the Appendices. The Offer  will 
be subject to the Conditions and  certain further terms set out in  Appendix1 
and to the full  terms and conditions  to be set out  in the Scheme  Document. 
Appendix2 sets  out the  sources and  bases of  certain financial  and  other 
information contained in this announcement. Appendix3 contains details of the
irrevocable undertakings given to BT.  Appendix4 contains the definitions  of 
certain terms used in this announcement.

Enquiries

BT plc

Dan
Thomas
Tel: +44 (0)20 7356 5369
Press Office

Damien
Maltarp
Tel: +44 (0)20 7356 4909
Investor Relations

BofA                               Merrill                               Lynch 
 Tel: +44  (0)20 
7996 1000

(financial adviser to BT plc)

Ian Ferguson

Ken McLaren

Andrew Tusa

Tikit                                                                    Group 
plc Tel:
+44 (0)20 7400 3737

Mike McGoun, Non-Executive Chairman

David Lumsden, Chief Executive Officer

Mike Kent, Finance Director

Investec     Bank     plc 
 Tel: +44 (0)20 7597 4000

(financial adviser, nominated adviser and broker to Tikit Group plc)

Andrew Pinder

Junya Iwamoto

Carlton Nelson

Tavistock  Communciations    
Tel: +44 (0)20 7920 3150

(public relations adviser to Tikit Group plc)

John West

Further information

This announcement is for information purposes only and is not intended to  and 
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise  acquire, subscribe for, sell or  otherwise 
dispose of any securities, or the solicitation of any vote or approval in  any 
jurisdiction, pursuant to the Offer or otherwise; nor shall there be any sale,
issuance  or  transfer  of  securities   of  Tikit  in  any  jurisdiction   in 
contravention of applicable law. The Offer will be made solely by means of the
Scheme Document,  which will  contain the  full terms  and conditions  of  the 
Offer, including details of how to vote  in respect of the Offer. Any vote  in 
respect of the Scheme  or other response  in relation to  the Offer should  be 
made only on the basis of the information contained in the Scheme Document.

Please be  aware  that  addresses,  electronic  addresses  and  certain  other 
information provided by  Tikit Shareholders, persons  with information  rights 
and other relevant persons for the receipt of communications from Tikit may be
provided to BT during the offer period as required under Section 4 of Appendix
4 of the Code to comply with Rule 2.12(c).

Merrill Lynch International ("BofA  Merrill Lynch"), a  subsidiary of Bank  of 
America Corporation, is acting exclusively for BT in connection with the Offer
and no‑one  else and  will not  be responsible  to anyone  other than  BT  for 
providing the protections  afforded to clients  of BofA Merrill  Lynch or  for 
providing advice in relation to the Offer  or any other matter referred to  in 
this announcement.

Investec Bank plc ("Investec") is  acting exclusively for Tikit in  connection 
with the Offer and  no‑one else and  will not be  responsible to anyone  other 
than Tikit for providing  the protections afforded to  clients of Investec  or 
for providing advice in relation to the Offer or any other matter referred  to 
in this announcement.

Overseas jurisdictions

The availability of the  Offer to Tikit Shareholders  who are not resident  in 
and citizens  of  the  UK  may  be  affected  by  the  laws  of  the  relevant 
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK  should inform themselves of, and observe,  any 
applicable legal or  regulatory requirements of  their jurisdictions.  Further 
details in relation to overseas shareholders  will be contained in the  Scheme 
Document.

The release,  publication or  distribution  of this  announcement in  or  into 
jurisdictions other than  the UK may  be restricted by  law and therefore  any 
persons who are  subject to the  laws of  any jurisdiction other  than the  UK 
should inform themselves about, and observe, any applicable requirements.  Any 
failure to comply with the applicable restrictions may constitute a  violation 
of the  securities  laws of  any  such  jurisdiction. To  the  fullest  extent 
permitted by applicable law, the companies  and persons involved in the  Offer 
disclaim  any  responsibility   or  liability  for   the  violation  of   such 
restrictions by  any  person. This  announcement  has been  prepared  for  the 
purposes of complying with English law, the AIM Rules, the rules of the London
Stock Exchange and the Code and the information disclosed may not be the  same 
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside of England.

The Offer will  not be  made, directly  or indirectly,  in, into  or from  any 
jurisdiction where  to do  so would  violate the  laws in  that  jurisdiction. 
Accordingly, copies of this announcement and formal documentation relating  to 
the Offer  will  not  be and  must  not  be, mailed  or  otherwise  forwarded, 
distributed or sent in,  into or from  any jurisdiction where  to do so  would 
violate the laws of that jurisdiction.

US Holders  should note  that the  Offer relates  to the  securities of  a  UK 
company, is subject to  UK disclosure requirements  (which are different  from 
those of  the  US)  and is  proposed  to  be implemented  under  a  scheme  of 
arrangement provided for under English company law. A transaction effected  by 
means of a scheme of arrangement is  not subject to the proxy solicitation  or 
tender offer rules under the US Exchange Act. Accordingly, the Scheme will  be 
subject to UK disclosure requirements and practices, which are different  from 
the disclosure  requirements of  the  US proxy  solicitation or  tender  offer 
rules. The financial information included in this announcement and the  Scheme 
documentation  has  been  or  will  have  been  prepared  in  accordance  with 
International Financial Reporting Standards and thus may not be comparable  to 
financial information of US companies or companies whose financial  statements 
are prepared in  accordance with generally  accepted accounting principles  in 
the US. If BT exercises  its right to implement  the acquisition of the  Tikit 
Shares by way of a takeover offer, such offer will be made in compliance  with 
applicable US tender offer and securities  laws and regulations to the  extent 
applicable.

The receipt of cash pursuant to the Offer by a US Holder as consideration  for 
the cancellation of its Scheme Shares pursuant to the Scheme may be a  taxable 
transaction for US federal income tax  purposes and under applicable US  state 
and local, as well as foreign and  other, tax laws. Each Tikit Shareholder  is 
urged to consult  his independent professional  adviser immediately  regarding 
the tax consequences of the Offer applicable to him.

It may be difficult for US Holders to enforce their rights and claims  arising 
out of the  US federal  securities laws,  since BT  and Tikit  are located  in 
countries other than the US  and some or all  of their officers and  directors 
may be residents of countries other than the US. US Holders may not be able to
sue a  non-US company  or its  officers or  directors in  a non-US  court  for 
violations of US  securities laws. Further,  it may be  difficult to compel  a 
non-US company  and its  affiliates  to subject  themselves  to a  US  court's 
judgement.

Forward looking statements

This announcement  (including information  incorporated by  reference in  this 
announcement), oral statements made regarding the Offer and other  information 
published by BT and Tikit  contain statements which are,  or may be deemed  to 
be, "forward-looking statements".  Forward-looking statements are  prospective 
in nature  and  are not  based  on historical  facts,  but rather  on  current 
expectations and projections of  the management of BT  and Tikit about  future 
events and are therefore subject to risks and uncertainties which could  cause 
actual results  to differ  materially  from the  future results  expressed  or 
implied by  the  forward-looking statements.  The  forward-looking  statements 
contained in this  announcement include  statements relating  to the  expected 
effects of the Offer  on BT and  Tikit, the expected timing  and scope of  the 
Offer and other statements other than historical facts. Often, but not always,
forward-looking statements can  be identified  by the  use of  forward-looking 
words such as  "plans", "expects"  or "does  not expect",  "is expected",  "is 
subject  to",  "budget",  "scheduled",  "estimates",  "forecasts",  "intends", 
"anticipates" or "does not anticipate",  or "believes", or variations of  such 
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be  achieved. 
Although BT  and  Tikit  believe  that  the  expectations  reflected  in  such 
forward-looking statements are reasonable, BT and Tikit can give no  assurance 
that  such  expectations  will   prove  to  be   correct.  By  their   nature, 
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are  a 
number of factors that could cause  actual results and developments to  differ 
materially from those expressed or implied by such forward-looking statements.
These  factors  include  the  satisfaction  of  the  Conditions,  as  well  as 
additional factors,  such as:  local  and global  political and  economic  and 
general  financial  market  conditions;   significant  price  discounting   by 
competitors; changes in consumer habits and preferences; foreign exchange rate
fluctuations  and  interest  rate  fluctuations  (including  those  from   any 
potential  credit  rating  decline);  legal  or  regulatory  developments  and 
changes; the outcome  of any  litigation; the  impact of  any acquisitions  or 
similar transactions; competitive  product and pricing  pressures; success  of 
business  and  operating  initiatives;  changes   in  the  level  of   capital 
investment; selection by BT  of the appropriate  trading and marketing  models 
for its products and services;  technological innovations, including the  cost 
of developing new products,  networks and solutions and  the need to  increase 
expenditures for improving the quality  of service; prolonged adverse  weather 
conditions resulting in a material increase in overtime, staff or other costs;
developments in the convergence of technologies; the anticipated benefits  and 
advantages of new technologies, products and services, and demand for  bundled 
services, not being realised; the timing  of entry and profitability of BT  in 
certain communications markets; significant changes in BT's market shares; the
underlying assumptions  and  estimates  made  in  respect  of  major  customer 
contracts  proving  unreliable;  and  the  aims  of  the  BT  Global  Services 
restructuring programme  not being  achieved. Other  unknown or  unpredictable 
factors could cause  actual results  to differ  materially from  those in  the 
forward-looking statements. Such  forward-looking statements should  therefore 
be construed in the light  of such factors. Neither BT  nor Tikit, nor any  of 
their respective associates or directors,  officers or advisers, provides  any 
representation, assurance  or  guarantee that  the  occurrence of  the  events 
expressed or implied  in any forward-looking  statements in this  announcement 
will actually occur. You  are cautioned not to  place undue reliance on  these 
forward-looking statements, which speak only as of the date hereof.

All subsequent oral or written  forward-looking statements attributable to  BT 
or Tikit or any of their respective members, directors, officers or  employees 
or any  persons relying  on  their behalf  are  expressly qualified  in  their 
entirety by  the cautionary  statement above.  Other than  in accordance  with 
their legal or regulatory obligations (including  under the AIM Rules and  the 
Disclosure and Transparency Rules  of the FSA), neither  BT or Tikit is  under 
any  obligation,  and  BT  and  Tikit  expressly  disclaim  any  intention  or 
obligation, to update or revise  any forward-looking statements, whether as  a 
result of new information, future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any  person who is interested in one per  cent. 
or more of any class  of relevant securities of an  offeree company or of  any 
paper offeror (being any offeror other than an offeror in respect of which  it 
has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position  Disclosure following the  commencement of the  offer 
period and, if later, following the announcement in which any paper offeror is
first identified.

An Opening Position Disclosure must contain details of the person's  interests 
and short positions in, and rights  to subscribe for, any relevant  securities 
of each of (i) the offeree company  and (ii) any paper offeror(s). An  Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m.  on the 10th Business  Day following the commencement  of 
the offer period and, if appropriate, by  no later than 3.30p.m. on the  10th 
Business Day following the  announcement in which any  paper offeror is  first 
identified. Relevant  persons  who deal  in  the relevant  securities  of  the 
offeree company or  of a paper  offeror prior  to the deadline  for making  an 
Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the  Code, any person who  is, or becomes, interested  in 
one per cent.  or more  of any  class of  relevant securities  of the  offeree 
company or of any paper offeror must  make a Dealing Disclosure if the  person 
deals in  any relevant  securities of  the  offeree company  or of  any  paper 
offeror. A Dealing Disclosure  must contain details  of the dealing  concerned 
and of the person's interests and short positions in, and rights to  subscribe 
for, any relevant securities of each of  (i) the offeree company and (ii)  any 
paper offeror, save  to the  extent that  these details  have previously  been 
disclosed under Rule 8. A Dealing Disclosure  by a person to whom Rule  8.3(b) 
applies must be made by no later than 3.30 p.m. on the Business Day  following 
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or  informal, to  acquire or  control an  interest in  relevant 
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be  made by the offeree company and  by 
any offeror and Dealing Disclosures must also be made by the offeree  company, 
by any offeror  and by any  persons acting in  concert with any  of them  (see 
Rules 8.1, 8.2 and 8.4).

Details of the  offeree and  offeror companies  in respect  of whose  relevant 
securities Opening Position Disclosures and  Dealing Disclosures must be  made 
can be  found in  the Disclosure  Table  on the  Takeover Panel's  website  at 
www.thetakeoverpanel.org.uk, including  details  of  the  number  of  relevant 
securities in issue, when the offer period commenced and when any offeror  was 
first identified. If you are  in any doubt as to  whether you are required  to 
make an  Opening  Position Disclosure  or  a Dealing  Disclosure,  you  should 
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

A copy  of  this  announcement will  be  made  available on  BT's  website  at 
www.bt.com/investor and Tikit's website at www.tikit.com/investors by no later
than 12 noon on 15 November 2012.

Any person to whom this announcement is  sent may request a hard copy of  this 
announcement  (and  any   information  incorporated  by   reference  in   this 
announcement) by contacting  the company  secretary of  Tikit during  business 
hours on +44 (0)  207 400 3737 or  by submitting a request  in writing to  the 
company secretary of Tikit at Tikit  Group plc, 12 Gough Square, London,  EC4A 
3DW. It is important to note that unless  such a request is made, a hard  copy 
of this announcement and any such information incorporated by reference in  it 
will not be sent to any such  person. Any person to whom this announcement  is 
sent may also request that all future documents, announcement and  information 
sent to that person in relation to the Offer be in hard copy form.

Rule 2.10 disclosure

In accordance  with  Rule  2.10  of  the Code,  Tikit  confirms  that  it  has 
14,727,649 Tikit Shares in issue. The International Securities  Identification 
Number for Tikit Shares is GB0030494537.

Not for release, publication or distribution, in whole or in part, in or  into 
any jurisdiction where to do so  would constitute a violation of the  relevant 
laws of such jurisdiction.

                                                              14 November 2012

                                      

                            RECOMMENDED CASH OFFER

                                     for

                               TIKIT GROUP PLC

                                      
                                      by

                                      

                        BRITISH TELECOMMUNICATIONS PLC

1. Introduction

The boards of  directors of  British Telecommunications plc  ("BT") and  Tikit 
Group plc ("Tikit") are pleased to  announce that they have reached  agreement 
on the terms of a recommended cash offer by which the entire issued and to  be 
issued share capital  of Tikit will  be acquired  by BT (the  "Offer"). It  is 
intended that the Offer will be  effected by way of a Court-sanctioned  scheme 
of arrangement under Part 26 of the Companies Act.

2. The Offer

Under the terms  of the Offer,  which will  be subject to  the Conditions  and 
further terms set out in Appendix1to this  announcement and to be set out  in 
the Scheme Document,  Scheme Shareholders at  the Scheme Record  Time will  be 
entitled to receive:

 416pence in cash for each Scheme Share

The Offer values the entire issued and to be issued share capital of Tikit  at 
approximately £64.2 million.

The price of 416 pence in cash  for each Scheme Share represents a premium  of 
approximately:

· 18 per  cent. to  the closing price  of 354  pence per Tikit  Share on  13 
November 2012, the Business Day immediately prior to the Announcement Date;

· 26 per cent.  to the average  closing price of 330  pence per Tikit  Share 
over the three month period ended 13 November 2012; and

· 29 per cent.  to the average  closing price of 323  pence per Tikit  Share 
over the six month period ended 13 November 2012.

3. Background to and reasons for the Offer

The acquisition of Tikit offers a highly complementary fit to BT's existing IT
strategy and strengthens BT's position in the provision of ICT services to the
UK business market. Since its inception in  1994, Tikit has grown to become  a 
leading independent supplier of technology solutions and services to legal and
accountancy firms in  the UK,  with an  attractive client  list and  recurring 
revenue streams.  The intellectual  property  owned and  created by  Tikit  is 
critical to its sales and relationships, both of which BT views as being a key
part of its  overall strategy for  the Tikit business.  A combination with  BT 
would enable Tikit to take the business  to the next stage of its  development 
with a parent group able  to provide both balance  sheet strength and a  wider 
product offering.

The Offer enables BT to combine the strengths of Tikit's expertise, portfolio,
relationships and deep  understanding of the  needs of the  legal sector  with 
BT's scale and breadth  of products, creating  a differentiated offering  with 
the  ability  to  supply,  install,   support  and  fix  mission-critical   IT 
applications and ICT infrastructure  through a single  point of contact.  This 
offering would assist BT  in enhancing its share  of revenues for  traditional 
communications services  and networked  IT  services and  position it  as  the 
supplier of choice for emerging propositions.

Tikit will join a portfolio of six other separately-managed businesses  within 
BT Enterprises, a  division of BT  Retail. Each of  these businesses  operates 
predominantly on a standalone  basis and benefits from  the ability of the  BT 
brand to  provide IT,  communications  and network  services directly  to  its 
customer base.

4. Recommendation

The directors of  Tikit, who have  been so advised  by Investec, consider  the 
terms of the Offer  to be fair and  reasonable. Accordingly, the directors  of 
Tikit intend unanimously to recommend  that Tikit Shareholders vote in  favour 
of the Scheme  at the Court  Meeting and in  favour of the  resolutions to  be 
proposed at the  General Meeting, as  each director of  Tikit has  irrevocably 
undertaken to do  in respect  of their  own Tikit  Shares and  those of  their 
family members,  being,  in aggregate,  a  total of  1,030,370  Tikit  Shares, 
representing approximately 7.0 per cent. of the existing issued share  capital 
of Tikit.  In  providing its  advice,  Investec  has taken  into  account  the 
commercial assessments of the directors of Tikit.

5. Background to and reasons for the recommendation

Following the approach by BT, the directors of Tikit held detailed discussions
regarding the  terms  of  a  potential  acquisition  of  Tikit  by  BT.  These 
discussions have resulted in  the Offer at  a price of 416  pence in cash  per 
Scheme Share.

The board of  directors of Tikit  has evaluated proposals  on behalf of  Tikit 
Shareholders as a whole. Whilst the board of directors of Tikit believes  that 
Tikit's prospects as an independent company remain strong, it also  recognises 
the benefits achievable  by combining Tikit  with BT. The  directors of  Tikit 
believe that Tikit will benefit from being part of BT, and in particular  that 
the Offer will give Tikit significantly more ability to grow its business than
would be possible if Tikit remained as an independent company. The Offer  will 
also enable  Tikit  to provide  customers  with access  to  a wider  range  of 
services.

The board of directors of Tikit  considers that whilst there is potential  for 
future growth  in  equity value  for  investors,  any such  future  growth  is 
uncertain. The board of directors  of Tikit believes that Scheme  Shareholders 
should be given the opportunity to realise this value from their investment in
cash immediately, at  an attractive premium.  The consideration offered  under 
the Offer represents a  premium of 18  per cent. to the  closing price of  354 
pence per Tikit Share on 13 November 2012, the Business Day immediately  prior 
to the Announcement Date,  26 per cent.  to the average  closing price of  330 
pence per Tikit Share over the three  month period ended 13 November 2012  and 
29 per cent. to the  average closing price of 323  pence per Tikit Share  over 
the six month period ended 13 November 2012.

Accordingly, the board of directors of Tikit believes that the Offer is in the
best interests of Scheme Shareholders,  and unanimously recommends that  Tikit 
Shareholders vote  in  favour of  the  Scheme at  the  Court Meeting  and  the 
resolutions to be proposed  at the General Meeting,  as they have  irrevocably 
undertaken to do  in respect  of their  own Tikit  Shares and  those of  their 
family members, representing, in aggregate, approximately 7.0 per cent. of the
existing issued share capital of Tikit.

6. Irrevocable undertakings

BT has received irrevocable  undertakings to vote in  favour of the Scheme  at 
the Court Meeting  and in  favour of  the resolutions  to be  proposed at  the 
General Meeting and,  if the Offer  is subsequently structured  as a  Takeover 
Offer, to accept  any such Takeover  Offer made  by BT from  the directors  of 
Tikit in respect of their entire beneficial holdings and those of their family
members amounting  to  1,030,370  Tikit Shares,  representing,  in  aggregate, 
approximately 7.0 per cent. of the existing issued share capital of Tikit.

Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.

7. Information relating to BT

BT is one of  the world's leading  communications services companies,  serving 
the needs of customers in the UK and in more than 170 countries worldwide. Its
main activities  are  providing  and  managing data  and  voice  networks  and 
providing a range of services over these networks.

In the UK,  BT is  a communications  services provider,  selling products  and 
services to consumers and  small and medium-sized enterprises.  In the UK  and 
globally, BT is a provider  of managed networked IT  services for many of  the 
largest multinational corporations, domestic businesses and national and local
government  organisations.  BT  also  sells  wholesale  telecoms  services  to 
communications providers in the UK and around the world.

In the  year  ended 31  March  2012, BT's  revenue  was £18.9  billion  (after 
specific items), with profit before  taxation of £2.7 billion (after  specific 
items).

Listed on stock exchanges in London and New York, BT Group plc is the  holding 
company for an  integrated group  of businesses  that provides  communications 
solutions and  services  in  the  UK and  globally.  BT  holds  virtually  all 
businesses and assets of the BT Group.

8. Information relating to Tikit

Established in  1994  and listed  on  AIM in  2001,  Tikit is  an  independent 
provider of  IT software,  solutions, consultancy  and services  to legal  and 
accounting firms in the UK, North America and mainland Europe. It has provided
services to more than 1,100 clients,  including many of the largest law  firms 
in the UK and the US and a number of large accountancy firms in the UK.  Tikit 
employs around 200 people in the UK, Spain, France and North America.

Tikit combines its understanding of the technology needs of legal firms with a
broad portfolio  of software,  solutions and  services to  match those  needs. 
Tikit provides a broad range of IT solutions and services, including financial
and practice  management, content  management, document  production,  customer 
relationship management and infrastructure services.

In the year ended  31 December 2011, Tikit  Group's revenue was £26.4  million 
with  profit  before  taxation  of   £4.8  million  (before  amortisation   of 
intangibles and share-based charges).

9. Tikit current trading and prospects

On 12 September 2012,  Tikit announced its unaudited  interim results for  the 
six months  ended 30  June 2012.  It reported  revenues of  £13.4 million  and 
profit before  tax of  £2.4 million  (before amortisation  of intangibles  and 
share-based charges). As at  30 June 2012, net  assets were £18.7 million  and 
included net cash of £6.6 million.

Tikit's financial performance  since 30 June  2012 has been  in line with  the 
board of directors of Tikit's expectations. The financial performance of Tikit
Inc., Tikit's Canadian subsidiary, for the three years ended 31 December  2013 
is such that the  company may not  be required to  pay the remaining  deferred 
consideration of C$1.5  million in  full under  the terms  of the  Acquisition 
Agreement.

10. Management and employees

BT respects and  attaches great  importance to  the skills  and experience  of 
Tikit's management and employees, which have been key to Tikit's growth.

BT expects to retain the executive management team following completion of the
Offer to help  with the  successful transition of  the business.  BT does  not 
currently have in  place any definitive  plans with respect  to the length  of 
time  the  executive  management  team  will  remain  with  the  business  and 
discussions  with  the  executive  management  team  on  this  subject  remain 
on-going.

As the footprints of BT and  Tikit have limited geographic and client  overlap 
and based on current economic conditions, it is not currently anticipated that
there will be any significant reduction in Tikit headcount as a result of  the 
Offer. However, following completion of the  Offer, BT intends to carry out  a 
strategic review of Tikit's operations to enable a successful transition  into 
BT. At this  stage, no  decisions have  been made by  BT in  relation to  this 
review, which may or may  not, result in changes  to the number of  employees, 
changes to locations  from where the  business operates or  a redeployment  of 
Tikit's fixed assets.

BT confirms that, following completion  of the Offer, the existing  employment 
rights, including pension  rights, of  the employees  of Tikit  will be  fully 
safeguarded.

The non-executive directors of Tikit have  agreed to resign as members of  the 
Tikit board of directors immediately prior to the Scheme becoming effective.

11. Amendment to Tikit Long Term Incentive Plan 2010 and bonuses

Certain directors and employees  of Tikit are entitled  to an award of  shares 
under Tikit's Long Term Incentive Plan 2010 and/or an award of cash under  its 
annual bonus scheme. The vesting amount  of both awards is subject to  certain 
performance criteria  being  met  which  would, in  the  ordinary  course,  be 
determined by reference to its audited financial results for the year ended 31
December 2012.



As it is expected that  the Scheme will become  effective by 18 January  2013, 
Tikit's audited financial  results would  not be  available by  that date  and 
accordingly, it  will be  unable to  determine, in  the ordinary  course,  the 
extent to which the performance conditions have been satisfied.



On 13 November  2012, the  Remuneration Committee  considered the  outstanding 
Long Term Incentive  Plan 2010 awards  and payment of  the annual bonuses  and 
determined that  the unaudited  financial information  currently available  to 
Tikit would be used to determine that the performance criteria had been met in
full. In respect of Tikit's Long Term Incentive Plan 2010, the rules  relating 
to the  vesting  of  the  options  granted  thereunder  were  amended  at  the 
Remuneration Committee meeting such that, conditional upon the Court  sanction 
of the Scheme, but  to take effect immediately  prior to such Court  sanction, 
the options will vest in full and participants in Tikit's Long Term  Incentive 
Plan 2010 (which  include certain directors  of Tikit) will,  as a result,  be 
entitled to exercise such options on  or following Court sanction. In  respect 
of the payment of the annual cash bonuses, the Remuneration Committee approved
the payment of  amounts set  out below.  The payment  of the  cash bonuses  is 
conditional upon the Scheme becoming effective in accordance with its terms.



Name          Cash Bonus
David Lumsden £65,252
Mike Kent     £56,552
Simon Hill    £48,939
Mike McGoun   £30,000



12. Tikit Share Schemes

The Offer will extend to any Tikit Shares unconditionally allotted, issued  or 
transferred pursuant to the exercise of options or the vesting of awards under
the Tikit Share Schemes prior to  the Scheme Record Time. Participants in  the 
Tikit Share Schemes  will be contacted  regarding the effect  of the Offer  on 
their rights and appropriate  proposals will be made  to such participants  in 
due course. Details of these proposals will be set out in the Scheme  Document 
and in separate letters to be sent to participants in the Tikit Share Schemes.

13. Financing

The cash consideration  payable by BT  under the  terms of the  Offer will  be 
funded from BT's existing cash resources.

BofA Merrill Lynch confirms that it is satisfied that resources are  available 
to BT to  satisfy in full  the consideration  payable under the  terms of  the 
Scheme.

14. Offer-related arrangements

On 8 October 2012, BT Group plc  and Tikit entered into a confidentiality  and 
standstill agreement in a customary form in relation to the Offer, pursuant to
which BT Group plc undertook, subject to certain exceptions, to:

· keep confidential  information relating to  Tikit and not  disclose it  to 
third parties;

· not  use,  and  procure  that  no  other  member  of  the  BT  Group  use, 
confidential information directly or indirectly  to solicit or entice away  or 
endeavour to solicit or entice away:

§ any person employed by Tikit or by any member of the Tikit Group at any time
during the course of discussions regarding the Offer; or

§ any distributor, agent, customer, supplier  of Tikit or of any other  member 
of the Tikit Group.

The standstill  provision  contained  in the  confidentiality  and  standstill 
agreement ceased to apply  on the release of  this announcement. Except  where 
otherwise specified,  the remaining  obligations  in the  confidentiality  and 
standstill agreement terminate on  the earlier of 12  months from the date  of 
the confidentiality and standstill agreement and completion of the Offer.

15. Structure of the Offer

It is intended that the Offer will be effected by means of a  Court-sanctioned 
scheme of arrangement between Tikit and the Scheme Shareholders, under Part 26
of  the  Companies  Act.  The  procedure  involves,  among  other  things,  an 
application by Tikit to the  Court to sanction the  Scheme and to confirm  the 
cancellation of  the existing  Tikit Shares,  in consideration  for which  the 
Scheme Shareholders will receive  cash on the basis  described in paragraph  2 
above. The purpose of the Scheme is to  provide for BT to become the owner  of 
the entire issued and to be issued share capital of Tikit.

The Scheme is subject to the Conditions and certain further terms referred  to 
in Appendix 1 to this announcement and  to be set out in the Scheme  Document, 
and it will only become effective if, among other things, the following events
occur on or before the Long  Stop Date or such later  date (if any) as BT  and 
Tikit may, with the consent  of the Panel, agree  and (if required) the  Court 
may approve:

· a resolution to approve  the Scheme is passed by  a majority in number  of 
the Scheme Shareholders who  are on the  register of members  of Tikit at  the 
Scheme Voting Record Time  present and voting, either  in person or by  proxy, 
representing three-quarters or  more in  value of  the Scheme  Shares held  by 
those Scheme Shareholders at the Court Meeting (or at any adjournment thereof)
and such Court Meeting being held no later than 14 January 2013 or such  later 
date (if any) as BT and Tikit may agree;

· the Special Resolutions necessary to implement the Scheme and to  sanction 
the related Capital Reduction,  as set out in  the notice of General  Meeting, 
must be  passed by  the  requisite majorities  of  Tikit Shareholders  at  the 
General Meeting (or at any adjournment thereof) and such General Meeting being
held no later than 14 January 2013 or such later date (if any) as BT and Tikit
may agree; and

· the Scheme is  sanctioned and the related  Capital Reduction confirmed  by 
the Court (in either case, without modification or with modification on  terms 
acceptable to BT and Tikit) and

§ office copies of the Scheme Court Order and the Reduction Court Order  (with 
the Statement of  Capital attached to  it) are delivered  to the Registrar  of 
Companies; and

§ in  relation  to  the Capital  Reduction,  if  required by  the  Court,  the 
Reduction Court Order is registered by the Registrar of Companies.

Upon the  Scheme becoming  effective: (i)  it will  be binding  on all  Scheme 
Shareholders, irrespective of  whether or not  they attended or  voted at  the 
Court Meeting or the General Meeting (and if they attended and voted,  whether 
or not they voted in favour); and (ii) share certificates in respect of  Tikit 
Shares will cease to be valid and entitlements to Tikit Shares held within the
CREST system will be cancelled.

If the Scheme does  not become effective  on or before the  Long Stop Date  it 
will lapse  and  the  Offer  will not  proceed  (unless  the  Panel  otherwise 
consents).

The Scheme Document  will include full  details of the  Scheme, together  with 
notices of the Court Meeting and the General Meeting. The Scheme Document will
also contain  the expected  timetable  for the  Offer,  and will  specify  the 
necessary actions to be taken by Tikit Shareholders. The Scheme Document  will 
be posted to  Tikit Shareholders and,  for information only,  to persons  with 
information rights and to holders of  options (or other awards) granted  under 
the Tikit  Share  Schemes, as  soon  as practicable.  Subject,  amongst  other 
things, to the satisfaction or waiver  of the Conditions, it is expected  that 
the Scheme will become effective by 18 January 2013.

16. Delisting and re-registration

Prior to the  Effective Date,  Tikit will make  an application  to the  London 
Stock Exchange for the cancellation of  the admission to trading of the  Tikit 
Shares on AIM.

Accordingly, if the Scheme is approved by Tikit Shareholders and sanctioned by
the Court, the last day of dealings in  Tikit Shares on AIM is expected to  be 
the Business  Day immediately  prior to  the Reduction  Court Hearing  and  no 
transfers will be registered after 6.00 p.m. on that date.

It is also proposed, as  part of the application  to Court in connection  with 
the Scheme, to  seek an  order of  the Court pursuant  to section  651 of  the 
Companies Act to re-register Tikit as a private limited company.

17. Disclosure of interests in Tikit Securities

As at the close of business on 13 November 2012, being the latest  practicable 
date prior to  the Announcement  Date, save for  the irrevocable  undertakings 
referred to in paragraph  6 above, neither  BT, nor any  of the BT  directors, 
nor, so far  as BT is  aware, any person  acting, or deemed  to be acting,  in 
concert with BT:

· had an interest  in, or right to  subscribe for, relevant securities  of 
Tikit;

· had any short position in  (whether conditional or absolute and  whether 
in the money or otherwise), including  any short position under a  derivative, 
any agreement to sell or any  delivery obligation or right to require  another 
person to purchase or take delivery of, relevant securities of Tikit;

· had procured an irrevocable commitment or letter of intent to accept  or 
vote in favour of the Offer in respect of relevant securities of Tikit; or

· had borrowed or lent any Tikit Shares.

Furthermore, no arrangement  exists with BT  or any person  acting in  concert 
with BT in  relation to  the Tikit  Shares. For  these purposes  "arrangement" 
includes  any  indemnity   or  option  arrangement,   any  agreement  or   any 
understanding, formal  or  informal, of  whatever  nature, relating  to  Tikit 
Shares which may  be an inducement  to deal  or refrain from  dealing in  such 
securities.

18. Overseas shareholders

The availability of  the Offer  or the  distribution of  this announcement  to 
Tikit Shareholders who are not resident in the UK may be affected by the  laws 
of their relevant jurisdiction. Such persons should inform themselves of,  and 
observe,  any   applicable  legal   or   regulatory  requirements   of   their 
jurisdiction. Tikit Shareholders who are  in any doubt regarding such  matters 
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

This announcement does not constitute an offer for sale for any securities  or 
an offer or an invitation to  purchase any securities. Tikit Shareholders  are 
advised to read carefully the Scheme Document and related Forms of Proxy  once 
these have been dispatched.

19. Documents on display

Copies of  the following  documents  will, by  no later  than  12 noon  on  15 
November 2012, be published on Tikit's website at www.tikit.com/investors  and 
BT's website at www.bt.com/investor until the end of the Offer:

· the  irrevocable  undertakings referred  to  in paragraph  6  above  and 
summarised in Appendix3 to this announcement; and

· the confidentiality and standstill agreement referred to in paragraph 14
above.

20. General

The Offer will be subject to the Conditions, certain further terms set out  in 
Appendix1 and the further terms and conditions set out in the Scheme Document
when issued.

The Scheme  will  be governed  by  English law  and  will be  subject  to  the 
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock  Exchange 
and the FSA.

The bases  and sources  of  certain financial  information contained  in  this 
announcement  are  set  out  in   Appendix2.  Certain  terms  used  in   this 
announcement are defined in Appendix4.

Enquiries

BT plc

Dan
Thomas
Tel: +44 (0)20 7356 5369
Press Office

Damien
Maltarp
Tel: +44 (0)20 7356 4909
Investor Relations

BofA                               Merrill                               Lynch 
 Tel: +44  (0)20 
7996 1000

(financial adviser to BT plc)

Ian Ferguson

Ken McLaren

Andrew Tusa

Tikit                                                                    Group 
plc Tel:
+44 (0)20 7400 3737

Mike McGoun, Non-Executive Chairman

David Lumsden, Chief Executive Officer

Mike Kent, Finance Director

Investec                                                                  Bank 
plc Tel:  +44 
(0)20 7597 4000

(financial adviser, nominated adviser and broker to Tikit Group plc)

Andrew Pinder

Junya Iwamoto

Carlton Nelson

Tavistock  Communciations    
Tel: +44 (0)20 7920 3150

(public relations adviser to Tikit Group plc)

John West

Further information

This announcement is for information purposes only and is not intended to  and 
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise  acquire, subscribe for, sell or  otherwise 
dispose of any securities, or the solicitation of any vote or approval in  any 
jurisdiction, pursuant to the Offer or otherwise; nor shall there be any sale,
issuance  or  transfer  of  securities   of  Tikit  in  any  jurisdiction   in 
contravention of applicable law. The Offer will be made solely by means of the
Scheme Document,  which will  contain the  full terms  and conditions  of  the 
Offer, including details of how to vote  in respect of the Offer. Any vote  in 
respect of the Scheme  or other response  in relation to  the Offer should  be 
made only on the basis of the information contained in the Scheme Document.

Please be  aware  that  addresses,  electronic  addresses  and  certain  other 
information provided by  Tikit Shareholders, persons  with information  rights 
and other relevant persons for the receipt of communications from Tikit may be
provided to BT during the offer period as required under Section 4 of Appendix
4 of the Code to comply with Rule 2.12(c).

Merrill Lynch International ("BofA  Merrill Lynch"), a  subsidiary of Bank  of 
America Corporation, is acting exclusively for BT in connection with the Offer
and no‑one  else and  will not  be responsible  to anyone  other than  BT  for 
providing the protections  afforded to clients  of BofA Merrill  Lynch or  for 
providing advice in relation to the Offer  or any other matter referred to  in 
this announcement.

Investec Bank plc ("Investec") is  acting exclusively for Tikit in  connection 
with the Offer and  no‑one else and  will not be  responsible to anyone  other 
than Tikit for providing  the protections afforded to  clients of Investec  or 
for providing advice in relation to the Offer or any other matter referred  to 
in this announcement.

Overseas jurisdictions

The availability of the  Offer to Tikit Shareholders  who are not resident  in 
and citizens  of  the  UK  may  be  affected  by  the  laws  of  the  relevant 
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK  should inform themselves of, and observe,  any 
applicable legal or  regulatory requirements of  their jurisdictions.  Further 
details in relation to overseas shareholders  will be contained in the  Scheme 
Document.

The release,  publication or  distribution  of this  announcement in  or  into 
jurisdictions other than  the UK may  be restricted by  law and therefore  any 
persons who are  subject to the  laws of  any jurisdiction other  than the  UK 
should inform themselves about, and observe, any applicable requirements.  Any 
failure to comply with the applicable restrictions may constitute a  violation 
of the  securities  laws of  any  such  jurisdiction. To  the  fullest  extent 
permitted by applicable law, the companies  and persons involved in the  Offer 
disclaim  any  responsibility   or  liability  for   the  violation  of   such 
restrictions by  any  person. This  announcement  has been  prepared  for  the 
purposes of complying with English law, the AIM Rules, the rules of the London
Stock Exchange and the Code and the information disclosed may not be the  same 
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside of England.

The Offer will  not be  made, directly  or indirectly,  in, into  or from  any 
jurisdiction where  to do  so would  violate the  laws in  that  jurisdiction. 
Accordingly, copies of this announcement and formal documentation relating  to 
the Offer  will  not  be and  must  not  be, mailed  or  otherwise  forwarded, 
distributed or sent in,  into or from  any jurisdiction where  to do so  would 
violate the laws of that jurisdiction.

US Holders  should note  that the  Offer relates  to the  securities of  a  UK 
company, is subject to  UK disclosure requirements  (which are different  from 
those of  the  US)  and is  proposed  to  be implemented  under  a  scheme  of 
arrangement provided for under English company law. A transaction effected  by 
means of a scheme of arrangement is  not subject to the proxy solicitation  or 
tender offer rules under the US Exchange Act. Accordingly, the Scheme will  be 
subject to UK disclosure requirements and practices, which are different  from 
the disclosure  requirements of  the  US proxy  solicitation or  tender  offer 
rules. The financial information included in this announcement and the  Scheme 
documentation  has  been  or  will  have  been  prepared  in  accordance  with 
International Financial Reporting Standards and thus may not be comparable  to 
financial information of US companies or companies whose financial  statements 
are prepared in  accordance with generally  accepted accounting principles  in 
the US. If BT exercises  its right to implement  the acquisition of the  Tikit 
Shares by way of a takeover offer, such offer will be made in compliance  with 
applicable US tender offer and securities  laws and regulations to the  extent 
applicable.

The receipt of cash pursuant to the Offer by a US Holder as consideration  for 
the cancellation of its Scheme Shares pursuant to the Scheme may be a  taxable 
transaction for US federal income tax  purposes and under applicable US  state 
and local, as well as foreign and  other, tax laws. Each Tikit Shareholder  is 
urged to consult  his independent professional  adviser immediately  regarding 
the tax consequences of the Offer applicable to him.

It may be difficult for US Holders to enforce their rights and claims  arising 
out of the  US federal  securities laws,  since BT  and Tikit  are located  in 
countries other than the US  and some or all  of their officers and  directors 
may be residents of countries other than the US. US Holders may not be able to
sue a  non-US company  or its  officers or  directors in  a non-US  court  for 
violations of US  securities laws. Further,  it may be  difficult to compel  a 
non-US company  and its  affiliates  to subject  themselves  to a  US  court's 
judgement.

Forward looking statements

This announcement  (including information  incorporated by  reference in  this 
announcement), oral statements made regarding the Offer and other  information 
published by BT and Tikit  contain statements which are,  or may be deemed  to 
be, "forward-looking statements".  Forward-looking statements are  prospective 
in nature  and  are not  based  on historical  facts,  but rather  on  current 
expectations and projections of  the management of BT  and Tikit about  future 
events and are therefore subject to risks and uncertainties which could  cause 
actual results  to differ  materially  from the  future results  expressed  or 
implied by  the  forward-looking statements.  The  forward-looking  statements 
contained in this  announcement include  statements relating  to the  expected 
effects of the Offer  on BT and  Tikit, the expected timing  and scope of  the 
Offer and other statements other than historical facts. Often, but not always,
forward-looking statements can  be identified  by the  use of  forward-looking 
words such as  "plans", "expects"  or "does  not expect",  "is expected",  "is 
subject  to",  "budget",  "scheduled",  "estimates",  "forecasts",  "intends", 
"anticipates" or "does not anticipate",  or "believes", or variations of  such 
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be  achieved. 
Although BT  and  Tikit  believe  that  the  expectations  reflected  in  such 
forward-looking statements are reasonable, BT and Tikit can give no  assurance 
that  such  expectations  will   prove  to  be   correct.  By  their   nature, 
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are  a 
number of factors that could cause  actual results and developments to  differ 
materially from those expressed or implied by such forward-looking statements.
These  factors  include  the  satisfaction  of  the  Conditions,  as  well  as 
additional factors,  such as:  local  and global  political and  economic  and 
general  financial  market  conditions;   significant  price  discounting   by 
competitors; changes in consumer habits and preferences; foreign exchange rate
fluctuations  and  interest  rate  fluctuations  (including  those  from   any 
potential  credit  rating  decline);  legal  or  regulatory  developments  and 
changes; the outcome  of any  litigation; the  impact of  any acquisitions  or 
similar transactions; competitive  product and pricing  pressures; success  of 
business  and  operating  initiatives;  changes   in  the  level  of   capital 
investment; selection by BT  of the appropriate  trading and marketing  models 
for its products and services;  technological innovations, including the  cost 
of developing new products,  networks and solutions and  the need to  increase 
expenditures for improving the quality  of service; prolonged adverse  weather 
conditions resulting in a material increase in overtime, staff or other costs;
developments in the convergence of technologies; the anticipated benefits  and 
advantages of new technologies, products and services, and demand for  bundled 
services, not being realised; the timing  of entry and profitability of BT  in 
certain communications markets; significant changes in BT's market shares; the
underlying assumptions  and  estimates  made  in  respect  of  major  customer 
contracts  proving  unreliable;  and  the  aims  of  the  BT  Global  Services 
restructuring programme  not being  achieved. Other  unknown or  unpredictable 
factors could cause  actual results  to differ  materially from  those in  the 
forward-looking statements. Such  forward-looking statements should  therefore 
be construed in the light  of such factors. Neither BT  nor Tikit, nor any  of 
their respective associates or directors,  officers or advisers, provides  any 
representation, assurance  or  guarantee that  the  occurrence of  the  events 
expressed or implied  in any forward-looking  statements in this  announcement 
will actually occur. You  are cautioned not to  place undue reliance on  these 
forward-looking statements, which speak only as of the date hereof.

All subsequent oral or written  forward-looking statements attributable to  BT 
or Tikit or any of their respective members, directors, officers or  employees 
or any  persons relying  on  their behalf  are  expressly qualified  in  their 
entirety by  the cautionary  statement above.  Other than  in accordance  with 
their legal or regulatory obligations (including  under the AIM Rules and  the 
Disclosure and Transparency Rules  of the FSA), neither  BT or Tikit is  under 
any  obligation,  and  BT  and  Tikit  expressly  disclaim  any  intention  or 
obligation, to update or revise  any forward-looking statements, whether as  a 
result of new information, future events or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any  person who is interested in one per  cent. 
or more of any class  of relevant securities of an  offeree company or of  any 
paper offeror (being any offeror other than an offeror in respect of which  it 
has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position  Disclosure following the  commencement of the  offer 
period and, if later, following the announcement in which any paper offeror is
first identified.

An Opening Position Disclosure must contain details of the person's  interests 
and short positions in, and rights  to subscribe for, any relevant  securities 
of each of (i) the offeree company  and (ii) any paper offeror(s). An  Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the  10^th Business Day following the commencement  of 
the offer period and, if appropriate, by no later than 3.30p.m. on the  10^th 
Business Day following the  announcement in which any  paper offeror is  first 
identified. Relevant  persons  who deal  in  the relevant  securities  of  the 
offeree company or  of a paper  offeror prior  to the deadline  for making  an 
Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the  Code, any person who  is, or becomes, interested  in 
one per cent.  or more  of any  class of  relevant securities  of the  offeree 
company or of any paper offeror must  make a Dealing Disclosure if the  person 
deals in  any relevant  securities of  the  offeree company  or of  any  paper 
offeror. A Dealing Disclosure  must contain details  of the dealing  concerned 
and of the person's interests and short positions in, and rights to  subscribe 
for, any relevant securities of each of  (i) the offeree company and (ii)  any 
paper offeror, save  to the  extent that  these details  have previously  been 
disclosed under Rule 8. A Dealing Disclosure  by a person to whom Rule  8.3(b) 
applies must be made by no later than 3.30 p.m. on the Business Day  following 
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or  informal, to  acquire or  control an  interest in  relevant 
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be  made by the offeree company and  by 
any offeror and Dealing Disclosures must also be made by the offeree  company, 
by any offeror  and by any  persons acting in  concert with any  of them  (see 
Rules 8.1, 8.2 and 8.4).

Details of the  offeree and  offeror companies  in respect  of whose  relevant 
securities Opening Position Disclosures and  Dealing Disclosures must be  made 
can be  found in  the Disclosure  Table  on the  Takeover Panel's  website  at 
www.thetakeoverpanel.org.uk, including  details  of  the  number  of  relevant 
securities in issue, when the offer period commenced and when any offeror  was 
first identified. If you are  in any doubt as to  whether you are required  to 
make an  Opening  Position Disclosure  or  a Dealing  Disclosure,  you  should 
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website

A copy  of  this  announcement will  be  made  available on  BT's  website  at 
www.bt.com/investor and Tikit's website at www.tikit.com/investors by no later
than 12 noon on 15 November 2012.

Any person to whom this announcement is  sent may request a hard copy of  this 
announcement  (and  any   information  incorporated  by   reference  in   this 
announcement) by contacting  the company  secretary of  Tikit during  business 
hours on +44 (0)  207 400 3737 or  by submitting a request  in writing to  the 
company secretary of Tikit at Tikit  Group plc, 12 Gough Square, London,  EC4A 
3DW. It is important to note that unless  such a request is made, a hard  copy 
of this announcement and any such information incorporated by reference in  it 
will not be sent to any such  person. Any person to whom this announcement  is 
sent may also request that all future documents, announcement and  information 
sent to that person in relation to the Offer be in hard copy form.

Rule 2.10 disclosure

In accordance  with  Rule  2.10  of  the Code,  Tikit  confirms  that  it  has 
14,727,649 Tikit Shares in issue. The International Securities  Identification 
Number for Tikit Shares is GB0030494537.



                                  Appendix1
                     CONDITIONS AND CERTAIN FURTHER TERMS
                         OF THE SCHEME AND THE OFFER

A. Conditions to the Scheme and Offer

1.  The  Offer   will  be   conditional  upon   the  Scheme   becoming 
unconditional and becoming effective, subject  to the provisions of the  Code, 
by no later than  the Long Stop  Date or such  later date (if  any) as BT  and 
Tikit may, with the consent  of the Panel, agree  and (if required) the  Court 
may approve.

2. The Scheme will be conditional upon:

(a) approval  of the  Scheme by  a  majority in  number of  the  Scheme 
Shareholders who are on the register of members of Tikit at the Scheme  Voting 
Record Time present  and voting, either  in person or  by proxy,  representing 
three-quarters or more  in value  of the Scheme  Shares held  by those  Scheme 
Shareholders at the  Court Meeting (or  at any adjournment  thereof) and  such 
Court Meeting being held no later than 14 January 2013 or such later date  (if 
any) as BT and Tikit may agree;

(b) all  resolutions in  connection with  and required  to approve  and 
implement the  Scheme,  as  set out  in  the  notice of  the  General  Meeting 
(including, without limitation, the Special Resolutions), being duly passed by
the requisite  majorities  at  the  General Meeting  (or  at  any  adjournment 
thereof) and such General Meeting being held no later than 14 January 2013  or 
such later date (if any) as BT and Tikit may agree; and

(c) the sanction  of the  Scheme and  the confirmation  of the  Capital 
Reduction involved therein by the Court (in either case, without  modification 
or with modification on terms acceptable to BT and Tikit) and

(i) the delivery of office copies of the Scheme Court Order and the
Reduction Court Order (with the Statement of Capital attached thereto) to  the 
Registrar of Companies; and

(ii) in  relation to  the  Capital Reduction,  if required  by  the 
Court, the  Reduction  Court  Order  being  registered  by  the  Registrar  of 
Companies.

3. In addition, BT  and Tikit have agreed  that, subject as stated  in 
Part B below, the Offer will be conditional upon the following Conditions and,
accordingly, the Scheme Court Order and the Reduction Court Order will not  be 
delivered to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:

(a) no Third Party having intervened  (as defined below) and there  not 
continuing to be  outstanding any statute,  regulation or order  of any  Third 
Party, in each case which would or might reasonably be expected to:

(i) make  the Offer  or its  implementation or  the acquisition  or 
proposed acquisition by  BT or any  member of the  BT Group of  any shares  or 
other securities in, or control or management  of, Tikit or any member of  the 
Tikit Group void,  illegal or  unenforceable under  the laws  of any  relevant 
jurisdiction, or  to  otherwise  directly  or  indirectly  restrain,  prevent, 
prohibit, restrict  or  delay the  same  or impose  additional  conditions  or 
obligations with  respect  to the  Offer  or such  acquisition,  or  otherwise 
impede, challenge or interfere with the Offer or such acquisition, or  require 
amendment to the terms of the Offer or the acquisition or proposed acquisition
of any Tikit Shares or  the acquisition of control  or management of Tikit  or 
the Tikit Group by BT or any member of the BT Group;

(ii) limit or  delay, or  impose any material  limitations on,  the 
ability of any  member of the  BT Group or  any member of  the Tikit Group  to 
acquire or to hold or to exercise effectively, directly or indirectly, all  or 
any rights of ownership  in respect of  shares or other  securities in, or  to 
exercise voting or management control over,  any member of the Tikit Group  or 
any member of the BT Group;

(iii) require, prevent or delay  the divestiture or alter the  terms 
envisaged for any proposed divestiture  by any member of  the BT Group of  any 
shares or other securities in Tikit;

(iv) require, prevent or  delay the divestiture  or alter the  terms 
envisaged for any proposed divestiture by any member of the BT Group or by any
member of  the  Tikit  Group  of  all  or  any  portion  of  their  respective 
businesses, assets  or properties  or limit  the  ability of  any of  them  to 
conduct any of their respective businesses or  to own or control any of  their 
respective assets or properties or any part thereof;

(v) except pursuant  to sections 974  to 991 of  the Companies  Act, 
require any member of  the BT Group or  of the Tikit Group  to acquire, or  to 
offer to acquire, any  shares or other securities  (or the equivalent) in  any 
member of either group owned by any third party (other than in connection with
the implementation of the Scheme or Offer);

(vi) limit the ability of any member of the BT Group or of the Tikit
Group to conduct or integrate or co‑ordinate its business, or any part of  it, 
with the businesses or any part of  the businesses of any other member of  the 
BT Group or of the Tikit Group;

(vii) result in any member of the  Tikit Group ceasing to be able  to 
carry on business under any name under which it presently does so; or

(viii) otherwise adversely affect any or all of the business,  assets, 
profits, financial or trading position of any member of the Tikit Group or  of 
the BT Group,

to an extent in each case which is material in the context of the Tikit  Group 
or the BT Group in each case taken  as a whole and all applicable waiting  and 
other time periods (including any  extensions thereof) during which any  Third 
Party could  intervene under  the  laws of  any relevant  jurisdiction  having 
expired, lapsed or been terminated;

(b) all material notifications and material filings which are necessary
in connection with the Offer having been made, all necessary waiting and other
time periods (including any extensions of such waiting and other time periods)
under any applicable  legislation or regulation  of any relevant  jurisdiction 
having expired, lapsed or  been terminated (as  appropriate) and all  material 
statutory or  material regulatory  obligations  in any  relevant  jurisdiction 
having been complied with, in  each case in connection  with the Offer or  the 
acquisition or proposed acquisition of any  shares or other securities in,  or 
control or management of, Tikit or any other member of the Tikit Group by  any 
member of the BT Group or the carrying on by any member of the Tikit Group  of 
its business;

(c) all Authorisations which are necessary in any relevant jurisdiction
for or in respect of the Offer  or the acquisition or proposed acquisition  of 
any shares or other securities in, or  control or management of, Tikit or  any 
other member of the Tikit Group by any member of the BT Group or the  carrying 
on by any member of the Tikit  Group of its business having been obtained,  in 
terms and in a form reasonably satisfactory to BT, from all appropriate  Third 
Parties or from any persons or bodies with whom any member of the Tikit  Group 
has  entered  into  contractual  arrangements  and  all  such   Authorisations 
remaining in  full force  and effect  at  the time  the Offer  becomes  wholly 
unconditional and there being no notice  of any intention to revoke,  suspend, 
restrict, modify or  not to  renew any  of the same,  in each  case where  the 
absence of such  Authorisation would  have a  material adverse  effect on  the 
Tikit Group or the BT Group in each case taken as a whole;

(d) since 31  December 2011  and except  as Disclosed,  there being  no 
provision of any arrangement, agreement,  licence, permit, franchise or  other 
instrument to which  any member of  the Tikit Group  is a party,  or by or  to 
which any such member or any of its assets is or are or may be bound, entitled
or subject,  which,  in each  case,  as a  consequence  of the  Offer  or  the 
acquisition or proposed acquisition of any  shares or other securities in,  or 
control of, Tikit or any other member of the Tikit Group by any member of  the 
BT Group or otherwise, would or might reasonably be expected to result in,  to 
an extent in each  case which is or  would be material in  the context of  the 
Tikit Group taken as a whole:

(i) any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of the  Tikit 
Group being  or becoming  repayable  or capable  of being  declared  repayable 
immediately or prior  to its  stated maturity date  or repayment  date or  the 
ability of  any member  of  the Tikit  Group to  borrow  monies or  incur  any 
indebtedness being  withdrawn  or  inhibited  or  becoming  capable  of  being 
withdrawn or inhibited;

(ii) the creation or enforcement  of any mortgage, charge or  other 
security interest over the whole or any part of the business, property, assets
or interests of any member of the Tikit Group or any such mortgage, charge  or 
other security interest (wherever created, arising or having arisen)  becoming 
enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Tikit Group thereunder, being  or becoming capable of being  terminated 
or adversely modified  or affected or  any adverse action  being taken or  any 
obligation or liability arising thereunder;

(iv) any asset or interest of any member of the Tikit Group being or
falling to be disposed of or charged or ceasing to be available to any  member 
of the Tikit Group or any right arising under which any such asset or interest
could be required  to be disposed  of or could  cease to be  available to  any 
member of the Tikit Group  in each case other than  in the ordinary course  of 
business;

(v) any member of  the Tikit Group  ceasing to be  able to carry  on 
business under any name under which it presently does so;

(vi) the  creation  of liabilities  (actual  or contingent)  by  any 
member of the Tikit Group other  than to trade creditors or other  liabilities 
incurred in the ordinary course of business;

(vii) the rights, liabilities, obligations or interests of any member
of the Tikit  Group under  any such arrangement,  agreement, licence,  permit, 
franchise or other instrument or the interests or business of any such  member 
in or with  any other person,  firm, company  or body (or  any arrangement  or 
arrangements relating to any such  interests or business) being terminated  or 
adversely modified or affected; or

(viii) the financial or trading position or the value of any member of
the Tikit Group being prejudiced or adversely affected,

and  no  event  having  occurred  which,  under  any  provision  of  any  such 
arrangement, agreement, licence,  permit or  other instrument  would or  might 
reasonably be expected to, result in any of the events or circumstances  which 
are referred  to in  paragraphs(i) to  (viii) of  this Condition  (d), to  an 
extent in each case which is material in the context of the Tikit Group  taken 
as a whole;

(e) since 31 December  2011 and except as  Disclosed, no member of  the 
Tikit Group having:

(i) issued  or  agreed  to  issue,  or  authorised  the  issue  of, 
additional shares of any class, or securities convertible into or exchangeable
for, or rights,  warrants or  options to subscribe  for or  acquire, any  such 
shares or convertible  securities or  transferred or  sold any  shares out  of 
treasury, other than as between Tikit and any of its wholly‑owned subsidiaries
or between such subsidiaries and any shares issued or shares transferred  from 
treasury upon the exercise of any options granted under any of the Tikit Share
Schemes;

(ii) purchased, redeemed or repaid any  of its own shares or  other 
securities or  reduced  or except  in  respect  of the  matters  mentioned  in 
sub-paragraph(e)(i) above, made  any other change  to any part  of its  share 
capital other than pursuant to the implementation of the Scheme or Offer;

(iii) save for the interim dividend of 3 pence per Tikit Share  paid 
on 12  October  2012, recommended,  declared,  paid  or made  or  proposed  to 
recommend, declare, pay  or make  any dividend or  other distribution  whether 
payable in cash or otherwise or made any bonus issue (other than to Tikit or a
wholly‑owned subsidiary of Tikit);

(iv) other  than  as  between  Tikit and  any  of  its  wholly‑owned 
subsidiaries or between such  subsidiaries, made or  authorised any change  in 
its loan capital;

(v) except for transactions  in the ordinary  course of business  or 
between Tikit  and  any  of  its wholly-owned  subsidiaries  or  between  such 
subsidiaries,  merged  with,   demerged  or  acquired   any  body   corporate, 
partnership or business or acquired or disposed of or transferred,  mortgaged, 
charged or created any security interest  over any assets or any right,  title 
or interest  in any  assets (including  shares in  any undertaking  and  trade 
investments) or  authorised the  same, to  an  extent in  each case  which  is 
material in the context of the Tikit Group taken as a whole;

(vi) issued or authorised the issue of, or made any change in or to,
any debentures or become  subject to any contingent  liability or incurred  or 
increased any indebtedness (other than  trade credit incurred in the  ordinary 
course of business) other  than as between Tikit  and any of its  wholly‑owned 
subsidiaries or between such subsidiaries, to an extent in each case which  is 
material in the context of the Tikit Group taken as a whole;

(vii) entered into, varied, or authorised any agreement, transaction,
arrangement or  commitment  (whether  in respect  of  capital  expenditure  or 
otherwise) which:

(A) is of a long term, onerous  or unusual nature or magnitude or  which 
is reasonably likely to involve an obligation of such nature or magnitude;

(B) is reasonably likely to restrict  the business of any member of  the 
Tikit Group; or

(C) is other than in the ordinary course of business,

to an extent in each case which is material in the context of the Tikit  Group 
taken as a whole;

(viii) other than pursuant to  the Offer (and except for  transactions 
in  the  ordinary  course  of  business  or  between  Tikit  and  any  of  its 
wholly‑owned  subsidiaries  or  between  such  subsidiaries),  entered   into, 
implemented, effected  or  authorised any  merger,  demerger,  reconstruction, 
amalgamation, scheme,  commitment  or  other  transaction  or  arrangement  in 
respect of itself or another member of  the Tikit Group, to an extent in  each 
case which is material in the context of the Tikit Group taken as a whole;

(ix) entered into or varied the terms of, any contract, agreement or
arrangement with any of  the directors or senior  executives of any member  of 
the Tikit Group;

(x)  taken  any  corporate  action  or  had  any  legal  proceedings 
instituted or threatened against  it or petition presented  or order made  for 
its winding‑up (voluntarily  or otherwise), dissolution  or reorganisation  or 
for the  appointment of  a receiver,  administrator, administrative  receiver, 
trustee or similar  officer of  all or  any material  part of  its assets  and 
revenues or any  analogous proceedings  in any jurisdiction  or appointed  any 
analogous person  in any  jurisdiction, to  an extent  in each  case which  is 
material in the context of the Tikit Group taken as a whole;

(xi) been unable, or admitted in  writing that it is unable, to  pay 
its debts or having  stopped or suspended (or  threatened to stop or  suspend) 
payment of its debts  generally or ceased or  threatened to cease carrying  on 
all or a substantial part of its business;

(xii)  other  than  in  respect  of  claims  between  Tikit  and  any 
wholly-owned subsidiaries of Tikit, waived  or compromised any claim which  is 
material in the context of the Tikit Group taken as a whole;

(xiii) other than  as a result  of the Special  Resolutions, made  any 
alteration to its memorandum or articles of association;

(xiv) made or agreed or consented to:

(A) any material change to:

(I) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants;

(II) the  contributions payable  to  any such  scheme(s) or  to  the 
benefits which accrue or to the pensions which are payable thereunder;

(III) the basis on which qualification for, or accrual or  entitlement 
to such benefits or pensions are calculated or determined; or

(IV) the basis upon which the liabilities (including pensions) or such
pension schemes are funded, valued or made, or

(B) any change  to the  trustees including  the appointment  of a  trust 
corporation;

(xv) proposed, agreed to provide or  modified the terms of any  share 
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment  of any  person employed by  the Tikit  Group (in  a 
manner which is material in the context of the Tikit Group taken as a  whole); 
or

(xvi) entered into any agreement, commitment or arrangement or  passed 
any resolution  or made  any  offer (which  remains  open for  acceptance)  or 
announced any intention with  respect to any of  the transactions, matters  or 
events referred to in this Condition (e);

(f) since 31 December 2011 and except as Disclosed:

(i) there having  been no  adverse change or  deterioration in  the 
business, assets, financial or  trading positions or profit  of any member  of 
the Tikit Group to an extent in each case which is material in the context  of 
the Tikit Group taken as a whole;

(ii) no contingent or  other liability of any  member of the  Tikit 
Group having  arisen  or become  apparent  or  increased, other  than  in  the 
ordinary course of business, to  an extent in each  case which is material  in 
the context of the Tikit Group taken as a whole;

(iii) no litigation, arbitration  proceedings, prosecution or  other 
legal proceedings to which any  member of the Tikit Group  is or may become  a 
party (whether as plaintiff, defendant  or otherwise) having been  threatened, 
announced, implemented or  instituted by or  against or remaining  outstanding 
against or in respect of  any member of the Tikit  Group to an extent in  each 
case which is material in the context of the Tikit Group taken as a whole;

(iv)  other  than  as  a  result   of  the  Offer,  no  enquiry   or 
investigation by, or complaint  or reference to, any  Third Party having  been 
threatened, announced,  implemented, instituted  by  or against  or  remaining 
outstanding against or  in respect  of any  member of  the Tikit  Group to  an 
extent in each case which is material in the context of the Tikit Group  taken 
as a whole; and

(v) no member of  the Tikit Group having  conducted its business  in 
breach of any applicable laws and regulations to an extent in each case  which 
is material in the context of the Tikit Group taken as a whole;

(g) Save as Disclosed, BT not having discovered:

(i) that any financial or business or other information  concerning 
the Tikit Group disclosed publicly at any  time by or on behalf of any  member 
of the Tikit Group is misleading or contains any misrepresentation of fact  or 
omits to state a fact necessary to make any information contained therein  not 
misleading and which  was not subsequently  corrected before the  Announcement 
Date by disclosure either publicly or otherwise  to BT, to an extent which  is 
material in the context of the Tikit Group taken as a whole;

(ii) that  any member  of the  Tikit Group  is, other  than in  the 
ordinary course of business, subject  to any liability (actual or  contingent) 
which is not disclosed in Tikit's annual report and accounts for the financial
year ended 31 December 2011 to an  extent which is material in the context  of 
the Tikit Group taken as a whole; or

(iii) any information  which affects the  import of any  information 
disclosed at any time by or on behalf  of any member of the Tikit Group to  an 
extent which is material in the context of the Tikit Group taken as a whole;

(h) Save as Disclosed, BT not having discovered:

(i) that any  past or  present member of  the Tikit  Group has  not 
complied with any  applicable legislation or  regulations of any  jurisdiction 
with regard  to the  use, treatment,  handling, storage,  transport,  release, 
disposal, discharge,  spillage, leak  or emission  of any  waste or  hazardous 
substance or any  substance likely  to impair  the environment  or harm  human 
health, or  otherwise relating  to  environmental matters  or the  health  and 
safety of  any  person,  or  that  there has  otherwise  been  any  such  use, 
treatment,  handling,  storage,   transport,  release,  disposal,   discharge, 
spillage, leak or emission (whether  or not this constituted a  non‑compliance 
by any person with  any legislation or regulations  and wherever the same  may 
have taken place) which, in any case, would be reasonably likely to give  rise 
to any liability (whether  actual or contingent)  or cost on  the part of  any 
member of the Tikit Group to an extent  in each case which is material in  the 
context of the Tikit Group taken as a whole;

(ii) that there is, or is  reasonably likely to be, any  liability, 
whether actual or contingent, to make good, repair, reinstate or clean up  any 
property now or  previously owned,  occupied or  made use  of by  any past  or 
present member of  the Tikit  Group or any  other property  or any  controlled 
waters under  any  environmental legislation,  regulation,  notice,  circular, 
order or other lawful requirement of any relevant authority or third party  or 
otherwise to an extent in  each case which is material  in the context of  the 
Tikit Group taken as a whole; or

(iii) that circumstances exist whereby a person or class of  persons 
would be  likely to  have a  claim in  respect of  any product  or process  of 
manufacture or materials used therein now or previously manufactured, sold  or 
carried out by any past or present member  of the Tikit Group to an extent  in 
each case which  is or would  be material in  the context of  the Tikit  Group 
taken as a whole; and

(i) since 31 December  2011 and except  as Disclosed, no  circumstance 
having arisen  or  event  having  occurred in  relation  to  any  intellectual 
property owned, used or licensed by the  Tikit Group or to any third  parties, 
including:

(i) any  member  of  the  Tikit  Group  losing  its  title  to  any 
intellectual property or any  intellectual property owned  by the Tikit  Group 
being revoked, cancelled or declared invalid;

(ii) any agreement regarding the  use of any intellectual  property 
licensed to or by any member of the Tikit Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the  Tikit 
Group infringed  the intellectual  property rights  of a  third party  or  any 
member of  the Tikit  Group being  found to  have infringed  the  intellectual 
property rights of a third party,

in each case to an extent which is material in the context of the Tikit  Group 
taken as a whole.

For the purpose of these Conditions:

(a) "Third  Party"  means  any  central  bank,  government,  government 
department  or  governmental,  quasi‑governmental,  supranational,  statutory, 
regulatory, environmental  or  investigative body,  authority  (including  any 
national or  supranational anti-trust  or  merger control  authority),  court, 
trade agency, association, institution  or professional or environmental  body 
or  any  other  person  or  body  whatsoever  in  any  relevant  jurisdiction, 
including, for the avoidance of doubt, the Panel;

(b) a Third Party  shall be regarded as  having "intervened" if it  has 
decided to  take, institute,  implement or  threaten any  action,  proceeding, 
suit, investigation,  enquiry or  reference  (and, in  each case,  not  having 
withdrawn the  same) or  made, proposed  or enacted  any statute,  regulation, 
decision or order (and, in each case, not having withdrawn the same) or  taken 
any measures or other steps or required any action to be taken or  information 
to be provided  or otherwise  having done  anything and  "intervene" shall  be 
construed accordingly;

(c)   "Authorisations"    means   authorisations,    orders,    grants, 
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, permissions and approvals;

(d) "Disclosed"  means the  information: (a)  which has  been  Publicly 
Announced or (b) which has been fairly disclosed in writing (including in  the 
electronic data room  established by the  Tikit Group in  connection with  the 
Offer) by or on behalf of Tikit to  BT, BT Group or any of their  professional 
advisers engaged  in  connection with  the  Offer prior  to  5.00 p.m.  on  13 
November 2012;

(e) "Publicly Announced" means disclosed  in (a) Tikit's annual  report 
and accounts for the year ended 31 December 2011; (b) Tikit's interim  results 
for the six months ended 30 June 2012; or (c) any public announcement by Tikit
prior to 5.00 p.m. on 13 November 2012 (made by delivery of an announcement to
a Regulatory Information Service); and

(f) "Regulatory Information Service" means  a service approved by  the 
London Stock Exchange for the distribution to the public of announcements  and 
included within the list maintained on the London Stock Exchange's website.

B. Certain further terms of the Scheme and the Offer

Subject to the requirements of  the Panel, BT reserves  the right in its  sole 
discretion to waive:

(a) the deadlines set out  in Condition 2 for  the timing of the  Court 
Meeting and the General Meeting; and

(b) all or any of  Conditions 3(a) to 3(i)  (inclusive) in whole or  in 
part,

and to proceed with the Scheme prior to the fulfilment, satisfaction or waiver
of any of the Conditions 3(a) to 3(i) (inclusive).

BT shall be under no obligation to waive (if capable of waiver), to  determine 
to be or remain satisfied or to  treat as fulfilled any of conditions 3(a)  to 
3(i) (inclusive) by a  date earlier than the  latest date specified above  for 
the fulfilment of  that condition, notwithstanding  that the other  Conditions 
may at such earlier date have been waived or fulfilled and that there are,  at 
such earlier date, no circumstances indicating  that any Condition may not  be 
capable of fulfilment.

BT reserves the right  to elect to  implement the Offer by  way of a  takeover 
offer (as defined in  Part 28 of  the Companies Act),  subject to the  Panel's 
consent. In such event,  such takeover offer will  be implemented on the  same 
terms and conditions  (subject to appropriate  amendments, including  (without 
limitation) an  acceptance  condition set  at  90  per cent.  (or  such  lower 
percentage (being more  than 50 per  cent.) as  BT may decide  (in each  case, 
subject to the Panel's  consent)) of the shares  to which such takeover  offer 
relates, so  far as  applicable, as  those  which would  apply to  the  Scheme 
("Takeover Offer Acceptance Condition").

If the Panel requires BT to make an offer or offers for any Tikit Shares under
the provisions of  Rule 9 of  the Code, BT  may make such  alterations to  the 
Conditions as are necessary to comply with the provisions of that Rule.

The Offer will be subject, inter  alia, to the Conditions and certain  further 
terms which are set out in this  Appendix1 and those terms which will be  set 
out in the Scheme Document and such further terms as may be required to comply
with the AIM Rules and the provisions of the Code.

The Offer will  lapse if the  acquisition of Tikit  by BT is  referred to  the 
Competition Commission before the date of the Court Meeting.

Save to the  extent they are  cancelled pursuant to  the Scheme, Tikit  Shares 
will be  acquired  by  BT  fully  paid and  free  from  all  liens,  equitable 
interests, charges, encumbrances and  other third party  rights of any  nature 
whatsoever and together with all rights attaching to them, including the right
to receive and retain all dividends and distributions (if any) declared,  made 
or payable after the date of this announcement.

This announcement and any rights or liabilities arising hereunder, the  Offer, 
the Scheme and any proxies will be  governed by English law and be subject  to 
the jurisdiction  of the  courts of  England  and Wales.  The Scheme  will  be 
subject to the  applicable requirements  of the  Code, the  Panel, the  London 
Stock Exchange and the FSA.

The availability  of the  Offer  to persons  not resident  in  the UK  may  be 
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws  of any jurisdiction  other than the  UK should inform  themselves 
about and observe any applicable requirements. Further information in relation
to overseas shareholders will be contained in the Scheme Document.

Under Rule 13.5 of the Code, BT may not invoke a Condition so as to cause  the 
Offer not to  proceed, to lapse  or to be  withdrawn unless the  circumstances 
which give  rise  to  the  right  to invoke  the  Condition  are  of  material 
significance to BT in the context of the Offer and the Panel consents to  such 
right being invoked. The Conditions contained in paragraphs 1 and 2 of Part  A 
and, if applicable, the Takeover Offer Acceptance Condition set out in Part  B 
are not subject to this provision of the Code.

Under Rule 13.6 of the  Code, Tikit may not invoke,  or cause or permit BT  to 
invoke, any Condition unless the circumstances which give rise to the right to
invoke the Condition are of material significance to the Tikit Shareholders in
the context of the Offer.

Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.

                                  Appendix2
                              BASES AND SOURCES

(a) On 13 November  2012 options (and awards)  have been granted  under 
the Tikit Share Schemes in respect  of 1,346,606 Tikit Shares. It is  intended 
that the 652,037  Tikit Shares held  by Tikit's employee  benefit trust on  13 
November 2012 will be  utilised to satisfy options  exercised under the  Tikit 
Share Schemes. Accordingly,  the value  placed by  the Offer  on the  existing 
issued and to be issued  share capital of Tikit  is based upon the  14,727,649 
Tikit Shares in issue on 13 November  2012 and the 694,569 Tikit Shares  which 
are not in issue  on 13 November  2012, which are the  subject of options  (or 
awards) granted under the Tikit Share Schemes and which will not be  satisfied 
on exercise from Tikit Shares held by the Tikit employee benefit trust.

(b) The market prices of the Tikit Shares are the closing middle market
quotations as derived from the Daily Official List.

(c) For the  purposes of  comparison to  the Offer  price, the  average 
closing prices of 354 pence per Tikit Share on 13 November 2012, the  Business 
Day immediately prior to the Announcement Date; 330 pence per Tikit Share over
the three month period ended  13 November 2012 and  323 pence per Tikit  Share 
over the six month period  ended 13 November 2012  are rounded to the  nearest 
whole number.

(d) Unless otherwise stated, the  financial information relating to  BT 
has been extracted (without material adjustment) from the audited consolidated
financial statements for BT for the year ended 31 March 2012.

(e) Unless otherwise stated, the financial information relating to  the 
Tikit Group has been extracted (without material adjustment) from the  audited 
consolidated financial statements for  the Tikit Group for  the year ended  31 
December 2011.



                                  Appendix3
                     DETAILS OF IRREVOCABLE UNDERTAKINGS

Directors of Tikit

The following directors of Tikit  have given irrevocable undertakings to  vote 
in favour  of the  Scheme  at the  Court Meeting  and  the resolutions  to  be 
proposed at the General Meeting and,  if the Offer is subsequently  structured 
as a Takeover Offer, to accept any  Takeover Offer made by BT, in relation  to 
the following Tikit Shares:

Name            Number of Tikit Shares Percentage of issued share capital of
                                       Tikit (excluding shares under option)
Mike McGoun^1                  537,253                                   3.65
David Lumsden^2                271,123                                   1.84
Mike Kent^3                     10,000                                   0.07
Simon Hill                     170,494                                   1.16
Nicholas Briant                  6,500                                   0.04
Neville Davis                   35,000                                   0.24

Notes:

1 The irrevocable  undertaking given  by Mike  McGoun relates  to 
316,620 Tikit Shares beneficially  owned by members  of his immediate  family. 
All of the Tikit Shares which  are the subject of the irrevocable  undertaking 
given by Mike McGoun are registered in the name of Fitel Nominees Limited.

2. The irrevocable undertaking given  by David Lumsden relates  to 
149,167 Tikit Shares beneficially owned by members of his immediate family and
registered in the name of Rock  (Nominees) Limited. 37,298 Tikit Shares  which 
are the subject  of the  irrevocable undertaking  given by  David Lumsden  are 
registered in the name of Brewin Nominees Limited.

3. The Tikit Shares the subject of the irrevocable undertaking
given by Mike Kent are registered in the name of Rock (Nominees) Limited.

In addition to the amounts  set out above, each  of David Lumsden, Mike  Kent, 
Simon Hill and Neville Davis have  given irrevocable undertakings on the  same 
terms in  respect of  310,000, 230,000,  220,000 and  25,000 Tikit  Shares  in 
respect of which they,  respectively, have an interest  pursuant to the  Tikit 
Share Schemes to the extent such Tikit Shares are acquired by them.

Each irrevocable undertaking shall lapse on  the date falling 12 months  after 
the date of  the irrevocable undertaking,  and prior to  such date, if,  inter 
alia:

(a) BT  announces, with  the consent  of the  Panel, that  it does  not 
intend to  proceed  with  the Scheme  and  no  Takeover Offer  or  revised  or 
replacement Scheme is announced in accordance with Rule 2.7 of the Code at the
same time;

(b) the Scheme lapses or is withdrawn and no Takeover Offer or  revised 
or replacement Scheme has been announced,  in accordance with Rule2.7 of  the 
Code, in its place or is announced,  in accordance with Rule2.7 of the  Code, 
at the same time; and

(c) BT announces publicly that it  is implementing the Offer by way  of 
the Takeover Offer and such Takeover Offer:

(i) does  not become  wholly unconditional  on or  before the  date 
being six months following the publication of the offer document in respect of
such Takeover Offer; or

(ii) closes or lapses.





                                  Appendix4
                                 DEFINITIONS

The following  definitions  apply  throughout  this  announcement  unless  the 
context requires otherwise.

"£" or "pence"            the lawful currency of the UK
"Acquisition Agreement"   the acquisition agreement between Tikit Inc. and the
                          vendors of 3371611 Canada  Inc., trading as  PensEra 
                          Knowledge Techologies, and 3427331 Canada Inc. dated
                          29 October  2010 in  respect of  the acquisition  by 
                          Tikit Inc.  of the  entire issued  share capital  of 
                          each of  3371611  Canada Inc.,  trading  as  PensEra 
                          Knowledge Techologies, and 3427331 Canada Inc.
"AIM"                     the market of that name operated by the London Stock
                          Exchange
"AIM Rules"               the AIM Rules for Companies published by the  London 
                          Stock Exchange, as amended from time to time
"Announcement Date"       14 November 2012
"BT"                      British Telecommunications plc
"BT Group"                BT Group plc and its subsidiary undertakings
"BofA Merrill Lynch"      Merrill Lynch International, a subsidiary of Bank of
                          America Corporation
"Business Day"            any day  (excluding any  day  which is  a  Saturday, 
                          Sunday or public  holiday in England  and Wales)  on 
                          which banks  in  the City  of  London are  open  for 
                          general banking business
"C$"                      the lawful currency of Canada
"Capital Reduction"       the proposed  reduction  of  Tikit's  share  capital 
                          under Chapter 10 of Part 17 of the Companies Act  by 
                          the cancellation of the Scheme Shares to be effected
                          as part of the Scheme
"Code"                    the City Code on Takeovers and Mergers
"Companies Act"           the Companies Act 2006
"Conditions"              the conditions to  the implementation  of the  Offer 
                          (including the Scheme) as set  out in Appendix 1  to 
                          this announcement and  to be set  out in the  Scheme 
                          Document
"Court"                   the High Court of Justice of England and Wales
"Court Meeting"           the meeting(s) of the  Scheme Shareholders (and  any 
                          adjournment thereof) to be convened by order of  the 
                          Court pursuant to section 896 of the Companies  Act, 
                          notice of  which  will  be set  out  in  the  Scheme 
                          Document, for  the  purpose of  considering  and  if 
                          thought fit approving  the Scheme  (with or  without 
                          amendment)
"CREST"                   the   relevant   system    (as   defined   in    the 
                          Uncertificated  Securities   Regulations  2001   (SI 
                          2001/3755)) in  respect  of  which  Euroclear  UK  & 
                          Ireland Limited is the Operator (as defined in  such 
                          Regulations) in accordance with which securities may
                          be held and transferred in uncertificated form
"Daily Official List"     the daily official list of the London Stock Exchange
"Dealing Disclosure"      an announcement  pursuant  to  Rule 8  of  the  Code 
                          containing  details  of  dealings  in  interests  in 
                          relevant securities of a party to an offer
"Effective Date"          the date upon which the Scheme becomes effective  in 
                          accordance with its terms
"Forms of Proxy"          the forms of  proxy in connection  with each of  the 
                          Court Meeting and the  General Meeting, which  shall 
                          accompany the Scheme Document
"FSA"                     the Financial Services Authority
"General Meeting"         the general meeting  of Tikit  (and any  adjournment 
                          thereof) to  be  convened  in  connection  with  the 
                          Scheme and the  Capital Reduction,  notice of  which 
                          will be set out in the Scheme Document
"ICT"                     information and communication technology
"Investec"                Investec Bank plc
"London Stock Exchange"   London Stock Exchange plc
"Long Stop Date"          the date falling six  months after the  Announcement 
                          Date
"Offer"                   the direct  or indirect  acquisition of  the  entire 
                          issued and to be issued share capital of Tikit by BT
                          (other than Tikit Shares already held by BT, if any)
                          at a cash price of 416  pence per Tikit Share to  be 
                          implemented by way of  the Scheme (including,  where 
                          the context  so requires,  any subsequent  revision, 
                          variation, extension or renewal of such offer  which 
                          Tikit and  BT may  agree) or  (should BT  so  elect, 
                          subject to the consent of  the Panel) by way of  the 
                          Takeover Offer
"Opening         Position has the meaning given in Rule 8 of the Code
Disclosure"
"Panel"                   the Panel on Takeovers and Mergers
"Reduction Court Hearing" the hearing  by  the  Court of  the  application  to 
                          confirm the Capital Reduction
"Reduction Court Order"   the order  of  the  Court,  to  be  granted  at  the 
                          Reduction  Court  Hearing,  confirming  the  Capital 
                          Reduction
"Registrar of Companies"  the Registrar of Companies in England and Wales
"Remuneration Committee"  the remuneration  committee of  the Tikit  board  of 
                          directors
"Scheme"                  the scheme of arrangement proposed to be made  under 
                          Part 26 of  the Companies  Act to  effect the  Offer 
                          between Tikit and the Scheme Shareholders, the  full 
                          terms of  which  will  be  set  out  in  the  Scheme 
                          Document,  with  or  subject  to  any  modification, 
                          addition or condition which  Tikit and BT may  agree 
                          and if required, the Court may approve or impose
"Scheme Court Order"      the order of the Court sanctioning the Scheme  under 
                          Part 26 of the Companies Act
"Scheme Document"       the document  to be  sent  to (among  others)  Tikit 
                          Shareholders containing and setting out, among other
                          things, the full terms and conditions of the  Scheme 
                          and  containing  the  notices  convening  the  Court 
                          Meeting and General Meeting
"Scheme Record Time"      the time and date specified in the Scheme  Document, 
                          expected  to  be  6.00  p.m.  on  the  Business  Day 
                          immediately prior to the date on which the Reduction
                          Court Order is made
"Scheme Shareholders"     holders of Scheme Shares
"Scheme Shares"           the Tikit Shares:

                          (a) in issue  as at  the date  of the  Scheme 
                          Document;

                          (b) (if  any) issued  after the  date of  the 
                          Scheme Document  and  prior  to  the  Scheme  Voting 
                          Record Time; and

                          (c) (if any)  issued on or  after the  Scheme 
                          Voting Record Time  and at  or prior  to the  Scheme 
                          Record Time either on terms that the original or any
                          subsequent holders  thereof shall  be bound  by  the 
                          Scheme or in  respect of which  the holders  thereof 
                          shall have  agreed in  writing to  be bound  by  the 
                          Scheme,

                          but in each case other than Tikit Shares  registered 
                          in the name of, or beneficially owned by, BT or  any 
                          other member of the BT Group (if any)
"Scheme   Voting   Record the time and date  specified in the Scheme  Document 
Time"                     by reference  to which  entitlement to  vote on  the 
                          Scheme will be determined
"Special Resolutions"     the special resolutions to  be proposed by Tikit  at 
                          the General Meeting in connection with, among  other 
                          things, the approval of the Scheme and  confirmation 
                          of the Capital Reduction, the alteration of  Tikit's 
                          articles of association  and such  other matters  as 
                          may be  necessary to  implement  the Offer  and  the 
                          delisting of the Tikit Shares
"Statement of Capital"    the statement  of capital  (approved by  the  Court) 
                          showing, with respect to  Tikit's share capital,  as 
                          altered  by   the   Reduction   Court   Order,   the 
                          information required by section 649 of the Companies
                          Act
"Takeover Offer"          if (subject to the consent  of the Panel) BT  elects 
                          to effect the Offer by way of a takeover offer,  the 
                          recommended cash offer to be made by or on behalf of
                          BT to acquire  the entire  issued and  to be  issued 
                          share capital of Tikit for 416 pence per Tikit Share
                          on the terms and subject to the conditions to be set
                          out in the related offer document
"Tikit"                   Tikit Group plc
"Tikit Group"             Tikit and its subsidiary undertakings
"Tikit Shareholders"      the registered holders of Tikit Shares from time  to 
                          time
"Tikit Share Schemes"     the Tikit  Group plc  Approved Share  Option  Scheme 
                          2005 (as amended), the Tikit Limited Approved  Share 
                          Option  Scheme  2000,  the  Tikit  Group  plc   2000 
                          Enterprise Management Incentive (EMI) Option  Scheme 
                          (as amended) (including  unapproved options  granted 
                          on  the  same  terms  as  that  scheme),  the  Tikit 
                          Enterprise  Management  Incentive   Plan  2008   (as 
                          amended) and the Tikit Long Term Incentive Plan 2010
"Tikit Shares"            the ordinary shares of 10 pence each in the  capital 
                          of Tikit
"UK"                      the United  Kingdom of  Great Britain  and  Northern 
                          Ireland
"United States" or "US"   the United States  of America,  its territories  and 
                          possessions, any state of the United States and  the 
                          District of Columbia
"US Exchange Act"         the United States  Securities Exchange  Act of  1934 
                          and the rules and regulations promulgated thereunder
"US Holders"              holders of Tikit Shares  ordinarily resident in  the 
                          US or with a registered  address in the US, and  any 
                          custodian, nominee or  trustee holding Tikit  Shares 
                          for persons in the US  or with a registered  address 
                          in the US

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking",  "associated  undertaking"  have  the  meanings  given  by  the 
Companies Act.

References to an enactment  include references to  that enactment as  amended, 
replaced, consolidated or re-enacted by or under any other enactment before or
after the Announcement Date. All references  to time in this announcement  are 
to London time unless otherwise stated.

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

END


OFFLFFEVLVLVLIF -0- Nov/14/2012 07:01 GMT
 
Press spacebar to pause and continue. Press esc to stop.