COLT Telecom Group plc - Banco Best

Except in the limited circumstances described under "Description of the
Notes," owners of interests in the global notes are not entitled to receive
notes in physical form or to have notes registered in their names and are
not considered the owners or holders of the notes under the indenture.
Use of Proceeds We expect our aggregate net proceeds from the offering to be
approximately £195.5 million ($321.7 million), based on a conversion
rate of euros into British pounds sterling of €1.5973 per £1.00 based on
the noon buying rates on 9 December 1999.
Our net proceeds from the offering and our concurrent stock and
convertible note offerings will be used to finance:
• the launch of DSL based services initially in Germany, The
Netherlands, France and the United Kingdom;
• the further expansion of our web hosting facilities;
• the expansion of our inter-city network infrastructure to southern
Europe and within the UK and
• the completion of networks in a total of 30 to 32 cities.
Settlement We expect that delivery of the notes will be made against payment on or
about 16 December 1999.
Investors should note that settling secondary market trades effected on
and after 9 December 1999 (the date of pricing) may be delayed because
of these settlement dates.
Conditions of Issue The closings of the offering and our concurrent ordinary share and
convertible note offerings are not conditioned upon each other.
Risk Factors
You should read the section entitled "Risk Factors," beginning on page 15, which discusses risks that you
should consider when buying the notes.
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