COLT Telecom Group plc - Banco Best

information or representation must not be relied upon as having been authorised. Neither the delivery of this
offering memorandum nor any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of COLT since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF COLT AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NEITHER COLT, NOR ANY PLACEMENT AGENT, HAS TAKEN ANY ACTION THAT
WOULD PERMIT A PUBLIC OFFERING OF THE NOTES, OR POSSESSION OR DISTRIBUTION
OF AN OFFERING MEMORANDUM, IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS OFFERING
MEMORANDUM COMES ARE ADVISED BY US AND THE PLACEMENT AGENTS TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE ANY RESTRICTIONS AS TO, THE OFFERING OF
THE NOTES, AND THE DISTRIBUTION OF THIS OFFERING MEMORANDUM.
THIS DOCUMENT MAY ONLY BE DISTRIBUTED IN THE UNITED KINGDOM TO
PERSONS OF A KIND DESCRIBED IN ARTICLE 11(3) OF THE FINANCIAL SERVICES ACT 1986
(INVESTMENT ADVERTISEMENTS) (EXEMPTIONS) ORDER 1996 OR TO A PERSON TO
WHOM SUCH DOCUMENT MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. FOR A DESCRIPTION OF THE RESTRICTIONS ON OFFERS,
SALES OR OTHER TRANSFERS OF THE NOTES, SEE "TRANSFER RESTRICTIONS."
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE
PLACEMENT AGENTS AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION
SET FORTH HEREIN, AND NOTHING CONTAINED IN THIS OFFERING MEMORANDUM IS,
OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE
PAST OR THE FUTURE. THE PLACEMENT AGENTS HAVE NOT INDEPENDENTLY VERIFIED
ANY OF SUCH INFORMATION ÁND ASSUME NO RESPONSIBILITY FOR ITS ACCURACY OR
COMPLETENESS.
SEE "RISK FACTORS," IMMEDIATELY FOLLOWING THE SUMMARY HEREIN, FOR A
DESCRIPTION OF CERTAIN FACTORS RELATING TO AN INVESTMENT IN THE SECURITIES
OFFERED HEREBY. NONE OF COLT, THE PLACEMENT AGENTS OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES IS MAKING ANY REPRESENTATION TO ANY OFFEREE OR
PURCHASER OF THE SECURITIES OFFERED HEREBY REGARDING THE LEGALITY OF AN
INVESTMENT BY SUCH OFFEREE OR PURCHASER UNDER APPROPRIATE INVESTMENT
OR SIMILAR LAWS. EACH INVESTOR SHOULD CONSULT WITH HIS OWN ADVISORS AS TO
LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A PURCHASE OF ANY OF
THE SECURITIES.
THIS OFFERING MEMORANDUM INCLUDES "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF
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