FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 2006
COLT TELECOM GROUP plc
(Translation of Registrant's Name into English)
Beaufort House
15 St. Botolph Street
London
EC3A 7QN
England
_________________________________
(Address of Principal Executive Offices)
(Indicate by check mark whether the Registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F..X... Form 40-F.....
(Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934)
Yes ..... No ..X...
(If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b): 82- ________)
This Form 6-K shall be deemed to be incorporated by reference in the
Registrant's Registration Statement on Form F-3 (Reg. No.333-05972), in the
Registrant's Registration Statement on Form S-8 (Reg. No.333-8362)
March 30 2006
COLT TELECOM GROUP PLC (the 'Company')
Result of Extraordinary General Meeting
A resolution to approve necessary amendments to the Company's Articles of
Association to enable the Company to deregister from the SEC, as set out in the
circular to shareholders dated March 7 2006, was put before an Extraordinary
General Meeting of the Company held earlier today and was passed by a
significant majority (99.9% of votes cast).
Consequent actions
The Company will now take steps to terminate its ADR programme, cancel its
NASDAQ listing and to deregister from the SEC. To comply with the conditions
imposed by US regulators for SEC deregistration, it will reduce the number of US
residents holding its Ordinary Shares and/or ADRs to less than 300 persons. The
Company's current estimate is those US Holders with an interest in less than
approximately 20,000 Ordinary Shares (equivalent to approximately 5,000 ADRs)
will need to sell their Ordinary Shares. The final threshold will be determined
and sale notices will be despatched on or about May 18 2006.
It is expected that a formal notice terminating the ADR programme will be sent
to ADR holders on April 10 2006. The last date on which ADR holders can
instruct the Depositary to exchange ADRs for Ordinary Shares will be June 10
2006. ADRs still in existence after that date will be cancelled by the
Depositary and the Ordinary Shares representing those cancelled ADRs will be
sold in the market and the proceeds less expenses, transfer taxes and the cost
of sale will be remitted to the ADR holders. ADR holders who are not US
persons, and US ADR holders who believe that they are above the threshold for
mandatory sale, are reminded that they must take steps to exchange their ADRs
for Ordinary Shares or their ADR holding will automatically be sold by the
Depositary. US ADR holders should be aware that Ordinary Shares obtained in
exchange for ADRs may still be subject to mandatory sale if their shareholding
falls below the sale threshold. The Company's NASDAQ listing is expected to
terminate on May 10 2006.
Copies of the resolution passed at the Extraordinary General Meeting will be
submitted to the Financial Services Authority ('FSA') later today and will
shortly thereafter be available for inspection by the public at the FSA's
Document Viewing Facility which is situated at: Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000)
during normal business hours on any weekday (except public holidays).
Capitalised terms used in this announcement have the same meaning as the
definitions set out in the Circular published by the Company on March 7 2006.
For further information please call Luke Glass at COLT on 020 7390 3900.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form-6K to be signed on its
behalf by undersigned, thereunto duly authorized.
Date: 30 March 2006 COLT Telecom Group plc
By: ___Caroline Griffin Pain___
Caroline Griffin Pain
Company Secretary