Regulatory News Announcement

RNS Number:3148W
GoldmanSachs International
30 December 2005


                                                                FORM 38.5


DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS

(Rule 38.5 of the City Code on Takeovers and Mergers)


1.         KEY INFORMATION


Name of exempt principal trader         Goldman Sachs International
Company dealt in                        02 Plc
Class of relevant security to which the Ordinary Shares
dealings being disclosed relate (Note
1)

Date of dealing                         29 December 2005


2.         DEALINGS (Note 2)


(a)        Purchases and sales


Total number of securities       Highest price paid (Note 3)    Lowest price
paid (Note 3)
purchased


95,018                           1.9750 GBP                     1.9750 GBP


Total number of securities sold  Highest price received (Note   Lowest price
paid received (Note
                                 3)                             3)

2,030                            1.9775 GBP                     1.9775 GBP


(b)        Derivatives transactions (other than options)


Product name,      Long/short (Note 4)  Number of securities (Note 5)   Price
per unit (Note 3)

e.g. CFD
CFD                Long


(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,    Writing,        Number of         Exercise   Type, e.g.  
Expiry     Option money
                 selling,        securities to                American,
e.g. call option purchasing,     which the option  price      European     date 
     paid/received
                 varying etc.    relates (Note 5)             etc.                    per unit (Note
                                                                                      3)


(ii)        Exercising


Product name, e.g. call option    Number of securities             Exercise price per unit (Note 3)


3.         OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the person
disclosing and any other
person relating to the voting rights of any relevant securities under any option
referred to on this form or
relating to the voting rights or future acquisition or disposal of any relevant
securities to which any
derivative referred to on this form is referenced.  If none, this should be
stated.


Date of disclosure                                           30 December 2005

Contact name                                                 Peter Highton

Telephone number                                             +44 207-774-1935

Name of offeree/offeror with which connected                 Telefonica SA
Nature of connection (Note 6)                                Advisor


Notes


The Notes on Form 38.5 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk


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