COLT Telecom Group plc - Banco Best

CONTENTS
This document consists of two sections (Part 1 and Part 2) which together comprise the
listing particulars for the Notes. Part 1 of the document contains the text of an
Offering Memorandum dated 9 December 1999 (without Appendices B and D thereto)
produced in connection with the Note Offering and Part 2 of the document contains
certain additional information.
DEFINITIONS
All terms and expressions used in this document shall have the meanings and
definitions given in Part 1 of this document.
THE STOCK OFFERING
On 16 December 1999, the Company completed an offering of 14,625,000 new
Ordinary Shares at a price of £27.35 per Ordinary Share (the "Stock Offering") which
were placed with institutional investors.
THE CONVERTIBLE NOTE OFFERING
On 16 December 1999, the Company completed an offering of €368,000,000 2%
Senior Notes due December 2006 (the "Convertible Notes" and, together with the Note
Offering and the Stock Offering, the "Offerings").
SUMMARY FINANCIAL INFORMATION
The summary financial information on pages 12 to 14 of Part 1 of this document is
derived from the financial information in Appendices A and C of Part 1 of this
document and should be read in conjunction therewith, including the notes to such
financial information, and with the remainder of this document.
The unaudited pro forma financial information on pages 13 and 25 of Part 1 of this
document is included for illustrative purposes only and is intended to show how the
Note Offering and the Offerings might have affected the financial information
presented in this document had the Note Offering and the Offerings been undertaken
at the commencement of the financial period being reported on or, in the case of a pro
forma balance sheet, at the date reported. Because of the nature of this information, it
may not give a true picture of the results or financial position of the Group.
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