Argent Group PLC - Offer by BriTel Property-Pt.2

RNS NO 9603Q
ARGENT GROUP
4th July 1997

PART II

Not for release, publication or distribution in or into the 
United States of America, Australia, Canada or Japan


                          APPENDIX 1


            Condition and Further Terms of the Offer


1.   Condition of the Offer

     The Offer will be conditional upon valid acceptances being
     received (and not, where permitted, withdrawn) by 3.00 p.m.
     on the first closing date of the Offer (or such later 
     time(s) and/or date(s) as the Offeror may, subject to the 
     rules of the City Code, decide) in respect of Argent Shares 
     which, taken together with any Argent Shares the Offeror 
     has acquired or agreed to acquire, whether pursuant to the 
     Offer or otherwise, carry, in aggregate, more than 50 per 
     cent. of the voting rights then exercisable at general 
     meetings of Argent including for this purpose, to the 
     extent (if any) required by the Panel, any such voting
     rights attaching to any Argent Shares that may be 
     unconditionally allotted or issued before the Offer becomes 
     or is declared unconditional as to acceptances pursuant to  
     the exercise of any outstanding conversion or subscription 
     rights or otherwise; and, for this purpose, (A) the 
     expression "Argent Shares to which the Offer relates" shall  
     be construed in  accordance with Sections 428 to 430F of 
     the Companies Act 1985 and (B) shares which have been 
     unconditionally allotted shall be deemed to carry the 
     voting rights which they will carry upon issue.

2.   Further Terms of the Offer

     (a)  The Offer will lapse if the acquisition of Argent is
          referred to the Monopolies and Mergers Commission
          before 3.00 p.m. on the first closing date of the
          Offer or the date when the Offer is declared or 
          becomes unconditional as to acceptances, whichever is
          the later.

     (B)  The Offer will comply with the rules and regulations
          of the London Stock Exchange and with the City Code.

     (C)  The Offer will extend to Argent Shares in issue on the
          date on which the Offer is made and to any further 
          such shares which are unconditionally allotted or
          issued after the date on which the Offer is made and 
          before the date on which the Offer closes (or such 
          earlier date as the Offeror may decide) including any
          Argent Shares which are unconditionally allotted or 
          issued on the exercise of options granted under the
          Argent Share Option Schemes.

     (D)  The Argent Shares are to be acquired by the Offeror
          fully paid and free from all liens, equities, charges,
          encumbrances and other interests and together with all 
          rights now or hereafter attaching thereto, including
          the right to receive and retain all dividends and
          other distributions declared, made or paid hereafter.

                             APPENDIX 2

                 Particulars of the Loan Notes 


The Loan Notes to be issued by the Offeror pursuant to the Loan 
Note Alternative will be constituted by the Loan Note Instrument 
to be executed by the Offeror and BriTel Fund Trustees Limited 
("BFTL") which will contain (inter alia) provisions to the 
following effect:

1.   The Loan Notes will be issued by the Offeror in amounts and
     integral multiples of #1 and will be guaranteed by BFTL 
     acting at the direction of the Trustees of the BT Pension 
     Scheme and in its capacity as the custodian trustee of the
     Trustees of the BT Pension Scheme.  The Loan Note
     Instrument will not contain any restrictions on borrowing,
     disposals or charging of assets by the Offeror.

2.   Interest on the Loan Notes will accrue from day to day and
     will be calculated on the basis of a 365 day year and will 
     be payable (after deduction of tax) twice yearly in arrears
     on 30 June and 31 December in each year (each an "Interest 
     Payment Date") or, if any such day is not a business day, 
     on the immediately preceding business day in respect of the 
     period (an "Interest Period") starting on the previous 
     Interest Payment Date and ending on the day before the next 
     Interest Payment Date.  The first payment of interest on 
     the Loan Notes will be made on 31 December, 1997 and will 
     be in respect of the period starting on the date of the 
     issue of the relevant Loan Notes and ending on (but 
     excluding) 31 December, 1997 and this period is also called
     an "Interest Period".

3.   The rate of interest on the Loan Notes for each Interest
     Period will be the rate per annum calculated by the Offeror 
     to be one per cent. below the rate per annum of the offer
     quotation for deposits in sterling for an Interest Period 
     which appears on Telerate page 3750 at or about 12.00 noon
     (showing the rate as at or about 11.00 a.m.) on the first
     day of the relevant Interest Period except that in the case 
     of the first Interest Period (being from the date of the    
     issue of the relevant Loan Notes to 31December 1997) such 
     calculation will be made on the day on which the relevant 
     Loan Notes are issued or, if such a day is not a business 
     day, on the next succeeding business day (the "Calculation 
     Day").  If no such offer quotation as at or about 11.00 
     a.m. appears on Telerate Page 3750 on or before 3.00 p.m.
     on the Calculation Day, the rate of interest for each 
     Interest Period shall be the arithmetic mean (rounded
     upward to the nearest five decimal places) of the offer
     quotations for sterling deposits for a period equal, or as 
     nearly equal as possible, to an Interest Period which 
     appear on the Reuters Screen LIBP Page at or about 11.00
     a.m. on the Calculation Day.  Any calculation of the rate 
     of interest and of each such interest amount shall, in the
     absence of manifest error, be final and binding.  If a rate
     of interest cannot be established for any Interest Period, 
     then the rate of interest on the Loan Notes for such 
     Interest Period shall be calculated by reference to a rate
     one per cent below such rate as the Offeror shall determine
     on the basis of quotations made by reference to a London
     clearing bank or a group of London clearing banks as 
     reasonably selected by the Offeror or (failing which) to
     rates offered in any other sterling inter-bank market or 
     markets as the Offeror may reasonably select and if a rate
     of interest cannot be established in accordance with the
     above provisions for any Interest Period then the 
     applicable rate of interest shall be the same as that
     applicable to the Loan Notes during the previous Interest
     Period.

4.   A holder of Loan Notes ("Noteholder") shall be entitled to
     require the Offeror to redeem all or any part (being #1,000 
     nominal or an integral multiple thereof) of his holding of
     Loan Notes at par, together with accrued interest (after 
     deduction of tax), on any Interest Payment Date falling on
     or after 30 June, 1998 in any of the years 1998 to 2002 
     inclusive by giving not less than 15 days' notice in 
     writing to the Offeror before that Interest Payment Date.
     On the due date of redemption, the Offeror shall redeem the 
     Loan Notes at par together with accrued interest (after 
     deduction of tax) up to but excluding that date.

5.   If at any time, the principal amount of Loan Notes
     outstanding is less than or equal to #250,000 the Offeror
     may by giving to the remaining Noteholders not less than 30
     days' notice expiring on any Interest Payment Date falling 
     on or after 30th June, 1998 and before 31 December, 2002, 
     redeem on that Interest Payment Date all (but not some 
     only) of the outstanding Loan Notes at par together with
     accrued interest (after deduction of tax) up to but 
     excluding that Interest Payment Date.  The Offeror will 
     have the right on any Interest Payment Date  falling on or
     after 30 June 1998 to redeem the Loan Notes at par together
     with accrued interest (after deduction of tax) on no less
     than one month's notice at any time if interest payable 
     under the Loan Notes is reasonably expected by it to fall
     to be treated as a distribution for corporation tax
     purposes.

6.   Each Noteholder shall be entitled to require all or any 
     part (being #1,000 nominal or an integral multiple thereof)
     of the Loan Notes to be repaid at par together with accrued
     interest (after deduction of tax) up to but excluding the 
     date of redemption upon written notice by such Noteholder
     to the Offeror upon the occurrence of any of the following 
     events:

    (a)   the passing of a resolution by the Offeror for its
          winding-up or the making by a Court of competent
          jurisdiction of an order for the winding-up of the
          Offeror or the dissolution of the Offeror otherwise 
          than, in each case, for the purposes of a solvent 
          amalgamation or reconstruction;

    (b)  the making of an administration order in relation to
         the Offeror or the appointment of a receiver over, or
         the taking into possession or sale by an encumbrancer 
         of, any of the assets of the Offeror where any 
         relevant order is not stayed within a period of seven
         days;

    (c)   the making by the Offeror of an arrangement or
          composition with its creditors generally or the making
          by the Offeror of an application to a court of
          competent jurisdiction for protection of its creditors 
          generally; or

   (d)    the failure of the Offeror to meet its payment 
          obligations to holders of Loan Notes under the Loan
          Note Instrument within 14 days of the due date for 
          payment.

7.   Any Loan Notes not previously purchased or redeemed
     will be redeemed at par on 31 December, 2002 together with 
     accrued interest (after deduction of tax) up to but
     excluding that date.

8.   The Offeror will be entitled at any time on or after 30
     June, 1998 to purchase Loan Notes at any price by tender,
     private treaty or otherwise by agreement with the relevant
     Noteholder(s).

9.   No application has been made or will be made to any stock
     exchange for the Loan Notes to be listed or dealt in.

10   The Offeror may, without the consent of the Noteholders but
     subject to the prior written consent of BFTL (not to be
     unreasonably withheld), substitute any other company which
     is a member of the BriTel Group (being the group of 
     companies comprising the company and its subsidiaries) in
     place of the Offeror as the principal debtor under the Loan
     Note Instrument but in such event the Loan Notes will 
     continue to be unconditionally guaranteed as to both 
     principal and interest by BFTL.

11.  Noteholders will cease to be entitled to amounts due in 
     respect of interest which remains unclaimed for a period of
     five years and to amounts due in respect of principal which
     remains unclaimed for periods of ten years, in each case 
     from the date on which the relevant payment first became 
     due.

12.  The provisions of the Loan Note Instrument and the rights 
     of the Noteholders against the Offeror may from time to 
     time be modified, abrogated or compromised in any respect 
     with the sanction of an Extraordinary Resolution of the
     Noteholders, as defined in the Loan Note Instrument, and 
     with the consent of the Offeror and BFTL.

13   Transfers of Loan Notes to or for the benefit of persons in 
     or resident in the USA, Canada, Australia, Japan or the 
     Republic of Ireland are forbidden, and other restrictions
     with respect to those countries apply, as set out in the
     Loan Note Instrument.

14.  The Loan Notes and the Loan Note Instrument will be 
     governed by and construed in accordance with English Law.

The above represents a summary of the terms of the Loan Notes 
and is subject to the detailed provisions of the Loan Note 
Instrument which will govern the rights and obligations of the 
Offeror and the Noteholders with respect to the Loan Notes.

                             APPENDIX 3

                Financial Effects of Acceptance 

(a)   Capital value

The following table shows, for illustrative purposes only 
and on the bases and assumptions set out in the notes 
below, the financial effects of acceptance of the Offer on 
capital value for a holder of one Argent Share, if the 
Offer becomes or is declared unconditional in all respects. 

                                                    Cash
                                           Consideration
                              Notes                  (p)
Argent share price            (i)                   450
Consideration                                       375
                                                    ----

Decrease in capital value                            75
                                                    ----

This represents a decrease of                      16.7%

(b)  Income 

The following table shows, for illustrative purposes only
and on the bases and assumptions set out in the notes
below, the financial effects of acceptance of the Offer on
income for a holder of one Argent Share, if the Offer 
becomes or is declared unconditional in all respects. 

                                                    Cash
                                           Consideration
                                  Notes               (p)
Gross income from re-              (ii)
investment of consideration                         26.4
Gross income from one 
Argent share                       (iii)             0.0
                                                    ----
Increase in income                                  26.4
                                                    ----
Notes: 

(i)  The market value shown in the table for Argent shares is
     based on the middle-market quotation (as derived from SEAQ)
     of 450p per Argent share on 3 July 1997, the last dealing 
     day before the making of this announcement. 

(ii) The cash consideration is assumed to be re-invested so as
     to yield 7.04 per cent. gross per annum, being the FT-
     Actuaries Fixed Interest Index average gross redemption
     yield for British Government medium coupon five-year 
     securities as published in the Financial Times 3 July 1997,
     the latest practicable date prior to the making of this 
     announcement. 

(iii)The directors of Argent did not recommend the payment of a 
     dividend for the year ended 31st December, 1996.

(iv) No account has been taken of any potential liability to 
     taxation. 

                          APPENDIX 4

                     Vendor Shareholders

Name                               Number of Argent Shares

Cotillion Trust Company Limited           1,500,000

David John Freeman                          125,000
 
The executor of the estate of 
Iris Margaret Freeman                       125,000

Michael Ian Freeman                         969,990

Peter Geoffrey Freeman                      526,990

Tania Freeman                                73,000

Warburg, Pincus Investors, L.P.          13,846,467

Chasophie Ltd                             1,621,680

Incagrove Ltd                               875,000
 
A F Portfolio Ltd                         3,507,500

Henry Laurence and Sylvia Laurence          166,950

Robert Adam Laurence                        542,370

                                         ----------
                                         23,879,947
                                         ----------



                              APPENDIX 5

                             Definitions

The following definitions apply throughout this document unless 
the context requires otherwise:
 
"the Acquisition"                the acquisition by BriTel
                                 Property of 23,879,947 Argent
                                 Shares from the shareholders
                                 listed in Appendix 4
"ADC "                           Argent Development Consortium 
                                 Limited
" Argent Group"                  Argent Group plc and its
                                 subsidiaries
" Argent or the Company"         Argent Group plc
" Argent Shares"                 the existing issued and full
                                 paid ordinary shares of 10 
                                 pence each in Argent 
"BriTel Property or the          BriTel Property Acquisitions              
Offeror"                         Limited

"BT Pension Scheme Group"        The BT Pension Scheme and any 
                                 companies wholly owned by it
"Cazenove"                       Cazenove & Co.
 "the City Code"                 The City Code on Take-overs and
                                 Mergers
"the Freeman brothers"           Michael and Peter Freeman
"Loan Notes"                     the BriTel Property loan notes
                                 being offered under the loan 
                                 note alternative
"the London Stock Exchange"      the London Stock Exchange
                                 Limited
"Offer"                          the offer to be made by 
                                 Rothschilds on behalf of the 
                                 Offeror to acquire the Argent
                                Shares not already owned by the
                                Offeror
"the Panel"                     The Panel on Takeovers and
                                Mergers
"Rothschilds"                   N M Rothschild & Sons Limited

"Schroders"                     J. Henry Schroder & Co. Limited

"Shareholders"                  holders of Argent Shares

"Vendor Shareholders"           the persons listed in Appendix 4



END