COLT Telecom Group plc - Banco Best

CAPITALISATION
The following table presents the cash and investments in liquid resources, short-term debt and
capitalisation of COLT at 30 September 1999, as adjusted to give effect to the note offering, and the note
offering together with the concurrent offerings of ordinary shares and convertible notes. You should read this
table in conjunction with financial information at and for the nine months ended 30 September 1999 included
in Appendix A hereto.
At 30 September 1999 (unaudited) (1)
Pro Forma for
the note Pro Forma for all of
A c t u a l o f f e r i n g ( 2 ) ( 3 ) t h e offerings(2) (3)
(in thousands)
Cash and investments in liquid resources £ 905,717 $1,490,539 £1,101,247 $1,812,323 £1,710,314 $2,814,664
Short-term debt — — — — — —
Creditors — amounts falling due in more than one year
(including convertible debt):
These Notes — — 195,530 321,784 195,530 321,784
Convertible Notes — — — — 221,123 363,902
2% Senior Convertible Notes due 2006 188,883 310,845 188,883 310,845 188,883 310,845
7 5/8% Senior Notes 194,025 319,307 194,025 319,307 194,025 319,307
2% Senior Convertible Notes due 2005 200,422 329,834 200,422 329,834 200,422 329,834
8 2/8% and 10 1/8% Senior Notes 97,261 160,062 97,261 160,062 97,261 160,062
12% Senior Discount Notes 142,657 234,772 142,657 234,772 142,657 234,772
Junior Subordinated Debentures 7,744 12,744 7,744 12,744 7,744 12,744
Total 830,992 1,367,564 1,026,522 1,689,348 1,247,645 2,053,250
Capital and Reserves:
Ordinary shares, nominal value 2.5p; 895,999,996 shares
authorised and 640,164,744 shares issued and outstanding
actual; 895,999,996 authorised and 654,789,744 shares
issued and outstanding on a pro forma basis(4) 16,004 26,338 16,004 26,338 16,370 26,940
Share premium, merger and other reserves 793,531 1,305,913 793,531 1,305,913 1,181,109 1,943,750
Profit and loss account (193,561) (318,543) (193,561) (318,543) (193,561) (318,543)
Total equity shareholders' funds 615,974 1,013,708 615,974 1,013,708 1,003,918 1,652,147
Total capitalisation 1,446,966 2,381,272 1,624,496 2,703,056 2,251,563 3,705,397
(1) For your convenience, we have translated British pounds sterling amounts to U.S. dollars at the noon
buying rate on 30 September 1999 of $1.6457 per £1.00. On 9 December 1999, the noon buying rate was
$1.6230 per £1.00.
(2) We have translated the net proceeds of the note offering and the concurrent convertible note offering to
British pounds sterling using a conversion rate of €1.5973 per £1.00 based on the noon buying rates on
9 December 1999.
(3) As adjusted to give effect to the note offering and the concurrent offerings of ordinary shares and
convertible notes, including full exercise of the over-allotment option, as if it had occurred on
30 September 1999.
(4) Excludes:
• 35,816,393 and 144,000 ordinary shares issuable upon exercise of then-outstanding share options at
exercise prices ranging from £0.6875 to £12.744 and market prices on the dates of vesting,
respectively,
• 7,862,694 ordinary shares issuable upon the conversion of the then-outstanding Junior Subordinated
Debentures. All of the outstanding Junior Subordinated Debentures at 30 September 1999 have
subsequently been converted to ordinary shares.
• 5,658,900 ordinary shares issuable upon exercise of the then-outstanding warrants,
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