Offer Update

RNS Number:2556H
Co Investment No. 5 LP Incorporated
08 November 2007

                                                           FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

                                                                 8 November 2007



                     Offer Unconditional as to Acceptances

                                      for

                             telent plc ("telent")

                                       by

                 Co-Investment No. 5 L.P. Incorporated ("CILP")
 a limited partnership whose general partner is advised by Pension Corporation
                          LLP ("Pension Corporation")



Offer unconditional as to acceptances

It was announced on 25 September 2007 that the Board of telent and CILP had
reached agreement on the terms of a recommended cash offer by CILP to acquire
the whole of the issued and to be issued share capital of telent (the "Offer").
The Offer Document was posted to telent Shareholders on 2 October 2007.

CILP announces that it now owns or has received valid acceptances of the Offer
in respect of a total of 58,947,918 telent Shares, representing approximately
94.27 per cent. of telent's issued share capital.  Accordingly, CILP announces
that the acceptance condition contained in paragraph (a) of Part A of Appendix I
to the Offer Document is satisfied and the Offer is now unconditional as to
acceptances.  The Offer remains subject to the further Conditions set out in
Part A of Appendix I to the Offer Document.  The Offer will remain open until
1.00pm (London time) on 21 November 2007.

CILP announced on 31 October 2007 that CILP and telent had agreed with the Panel
Executive that the actions of the Pensions Regulator in exercising its statutory
powers to appoint three trustees of telent's UK pension scheme constituted a
breach of the condition in paragraph (k) of Part A of Appendix I to the Offer
Document and that, in those circumstances, that breach may be invoked by CILP to
lapse the Offer.  Whilst CILP and telent continue to have constructive dialogue
with the relevant parties, those circumstances continue to persist.  If those
circumstances continue to persist on 28 November 2007, CILP will invoke the
condition in paragraph (k) of Part A of Appendix I to the Offer Document and
allow the Offer to lapse.

Level of acceptances and ownership

As at 1.00 p.m. (London time) on 7 November 2007, CILP had received valid
acceptances in respect of a total of 40,578,546 telent Shares, representing
approximately 64.89 per cent. of telent's issued share capital and 91.89 per
cent. of telent Shares to which the Offer relates.

This total includes acceptance of the Offer received in respect of 846 telent
Shares which were subject to irrevocable undertakings procured by CILP from the
Board of telent.

As at 6 November 2007, CILP and Merrill Lynch (which is deemed to be acting in
concert with CILP (within the meaning of the City Code)) held such number of
telent Shares as set out below:

Holder                 Number of telent Shares   % of total issued share capital
CILP                                18,369,372                             29.38
Merrill Lynch                              734                              0.00



As at 6 November 2007, CILP had received no valid acceptance of the Offer with
respect to the telent Shares held by Merrill Lynch.

Save as disclosed in this announcement, neither CILP, nor any person acting in
concert with CILP, had any other interest in or had any rights to subscribe for
any relevant securities of telent nor had any short position or any arrangement
in relation to any relevant securities of telent. For these purposes,
"arrangement" includes any agreement to sell or any delivery obligation or
option arrangement or right to require another person to purchase or take
delivery of any relevant securities of telent and any borrowing or lending of
any relevant securities of telent which have not been on-lent or sold and any
outstanding irrevocable undertaking with respect to any relevant securities of
telent.

Terms defined in the Offer Document have the same meaning in this announcement.

Enquiries:

Pension Corporation                            Telephone: [phone]
Charlotte Crosswell

Merrill Lynch                                  Telephone: [phone]
Philip Noblet
Noah Bulkin
Michael Findlay (Corporate Broking)

Equus Group                                    Telephone: [phone]
Piers Hooper
James Sumpster

This announcement is not intended to and does not constitute, or form part of,
an offer to sell or invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise, nor will there be any purchase or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of
applicable law or regulation. The Offer is being made solely through the Offer
Document and, in the case of certificated telent Shares, the Form of Acceptance
accompanying the Offer Document, which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any acceptance or other
response to the Offer should be made only on the basis of the information in
such documents.

Merrill Lynch, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for CILP and Pension Corporation and
no one else in connection with the Offer and will not be responsible to anyone
other than CILP and Pension Corporation for providing the protections afforded
to customers of Merrill Lynch or for giving advice in relation to the Offer.

The availability of the Offer to persons who are not resident in the UK may be
affected by the laws of the relevant jurisdictions. Persons who are not so
resident should inform themselves about, and observe, any applicable
requirements. Further details in relation to overseas shareholders will be
contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions
other than the UK or the Offer Document may be restricted by law and/or
regulation and therefore any persons who are subject to the laws and regulations
of any jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or regulations of any
such jurisdiction. This announcement and the Offer Document have been prepared
for the purpose of complying with English law and the City 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 and
/or regulations of jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.

Notice to US investors

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for securities, nor is it a solicitation of any vote
or approval in any jurisdiction, nor will there by any purchase or transfer of
the securities referred to in this announcement in any jurisdiction in
contravention of applicable law or regulation.

The Offer is being made for securities of a UK company and United States
investors should be aware that this announcement, the Offer Document and any
other documents relating to the Offer have been or will be prepared in
accordance with the City Code and UK disclosure requirements, format and style,
all of which differ from those in the United States. telent's financial
statements, and all financial information that is included in this announcement
or that may be included in the Offer Document or any other documents relating to
the Offer, have been or will be prepared in accordance with United Kingdom
generally accepted accounting principles and International Financial Reporting
Standards and thus may not be comparable to financial statements of United
States companies or companies whose financial statements are prepared in
accordance with US generally accepted accounting principles.

The Offer is being made in the United States in accordance with any obligations
CILP may have under applicable securities laws (including any obligations under
Rule 14e-1(d)) and otherwise in accordance with the requirements of the City
Code. Accordingly, the Offer is being made subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different from
those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a United States holder of telent
Shares may be a taxable transaction for United States federal income tax
purposes and under applicable US state and local, as well as non-US and other
tax laws. Each holder of telent Shares is urged to consult his independent
professional adviser immediately regarding the tax consequences of acceptance of
the Offer.

telent is incorporated under the laws of England and Wales. No telent Director
is a resident of the United States. In addition, telent's articles of
association contain provisions to the effect that all proceedings between a
telent Shareholder (in its capacity as such) and telent or any of its Directors
or professional service providers may only be brought in the courts of England
and Wales.  As a result, it may not be possible for United States shareholders
of telent to effect service of process within the United States upon telent or
such telent Directors or to enforce against any of them judgements of the United
States predicated upon the civil liability provisions of the federal securities
laws of the United States. It may not be possible to sue telent or its officers
or directors in a non-US court for violations of the US securities laws.

To the extent permitted by applicable law, in accordance with the City Code and
normal UK market practice and pursuant to class exemptive relief granted by the
Staff of the Division of Market Regulation of the US Securities and Exchange
Commission from Rule 14e-5 of the US Exchange Act, CILP or its nominees or
brokers (acting as agents) may from time to time during the period in which the
Offer remains open for acceptance make certain purchases of, or arrangements to
purchase, telent Shares otherwise than under the Offer, such as in open market
or privately negotiated purchases. In accordance with the requirements of Rule
14e-5 and exemptive relief granted by the SEC, such purchases, or arrangements
to purchase, will comply with all applicable UK rules, including the City Code
and the rules of the London Stock Exchange. In addition, in accordance with the
City Code, normal UK market practice and Rule 14e-5(b) of the Exchange Act,
Merrill Lynch will continue to act as exempt principal traders in telent
securities on the London Stock Exchange. Information regarding such activities
which is required to be made public in the United Kingdom pursuant to the City
Code will be reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at www.londonstockexchange.com. This
information will also be communicated in the United States in accordance with
applicable US securities laws to the extent that such information is made public
in the United Kingdom.

Forward-looking statements

This announcement may contain "forward-looking statements" concerning the Offer,
CILP and telent.  Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements.  The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements.  Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements.  CILP and telent assume no obligation and do not
intend to update these forward-looking statements, except as required pursuant
to applicable law and regulation.




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            The company news service from the London Stock Exchange
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