COLT Telecom Group plc - Banco Best

The Offering
Unless we state otherwise or the context otherwise requires, we are providing information in this offering
memorandum based on the assumptions that the holders of our warrants and all three series of Senior
Convertible Notes (including the convertible notes offered concurrently with this offering) have not exercised
their conversion or purchase rights.
Pursuant to concurrent offerings, we are also offering €368,000,000 principal amount of 2% Senior
Convertible Notes due December 2006, including the over-allotment option which has been exercised, and
14,625,000 ordinary shares.
The Offering €320,000,000 principal amount of 7 5/8% Senior Notes due 2009.
Listing We will apply for the notes offered in this offering memorandum to be
listed on the London Stock Exchange.
M a t u r i t y , 15 December 2009.
Interest Interest will be payable semi-annually on 15 June and 15 December of
each year, beginning 15 June 2000. The interest rate will be 7.625% per
year calculated from the original issuance date.
Optional Redemption At our option, we may redeem the notes in whole or in part, at any time
on or after 15 December 2004 at redemption prices described in this
offering memorandum, plus any accrued and unpaid interest, to the date
of redemption.
In addition, at any time prior to 15 December 2002, we may, at our
option, redeem up to 35% of the aggregate principal amount of the notes
at a redemption price of 107.6250% with the net proceeds of certain
types of offerings of our ordinary shares at the redemption price
described in this offering memorandum plus any accrued and unpaid
interest. We may make such a redemption only if:
• notes representing at least 65% of the principal amount at maturity of
the notes initially issued remain outstanding immediately after each
such redemption and
• notice of the redemption is mailed within 60 days of each of these
offerings. See "Description of the Notes — Optional Redemption.
Additional Amounts; Optional
Tax Redemption We will make any payments with respect to the notes without
withholding or deduction for U.K. taxes or taxes of any other jurisdiction
in which we organised or engaged in business for tax purposes. If tax
authorities require us to withhold taxes from a payment on the notes, we
will make an increased payment so that you will receive the same
amount as the original payment before the deduction. If we are required
to make such an increased payment, we may, at our option, redeem all of
the notes at a price equal to 100% of the principal amount plus any
accrued and unpaid interest. See "Description of the Notes —
Additional Amounts" and "— Optional Redemption."
Change of Control Upon a change of control (as defined under "Description of Notes"), we
will be required to make an offer to purchase the notes at a price of 101%
of their principal amount, plus any accrued and unpaid interest to the
date of purchase. We may not have sufficient funds available at the time
of any change of control to purchase the notes. See "Description of the
Notes — Repurchase of Notes upon a Change of Control."
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