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 May/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)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR NEW ZEALAND
30 May 2006
Recommended Proposal to establish COLT Telecom Group S.A. as the holding company
of COLT Telecom Group plc by means of a scheme of arrangement under section 425
of the Companies Act - Results of Court Meeting and COLT EGM and early
redemption of 2% Senior Convertible Notes due 2007 (the "Notes")
The Board of COLT announces that, at meetings held on 30 May 2006, COLT
Shareholders have approved the Scheme of Arrangement to establish COLT Telecom
Group S.A. as the holding company of COLT. The Scheme will result in COLT
Shareholders receiving 1 COLT S.A. Scheme Share for every 3 COLT Shares held at
the Scheme Record Time. The results of the votes, which were conducted by poll,
are set out below.
The Court Hearing of COLT's petition to sanction the Scheme is expected to take
place on 26 June 2006. Subject to the Court sanctioning the Scheme and the
satisfaction of certain other outstanding conditions, the Effective Date of the
Scheme is expected to be 30 June 2006. Listing and dealings in COLT Shares on
the London Stock Exchange will be suspended and COLT Shares will be disabled
from CREST as of 7.30 a.m. (London time) on 30 June 2006. Dealings in COLT S.A.
Scheme Shares on the London Stock Exchange are expected to commence at 8 a.m. on
3 July 2006, at which time the listing of and dealings in existing COLT Shares
will be cancelled.
Copies of the special resolution passed at the EGM will be available shortly for
inspection by the public at the UK Listing Authority'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) until completion of the Scheme of
Arrangement.
Capitalised terms in this announcement have the same meaning as in the Scheme
document sent to COLT Shareholders on 5 May 2006, or where applicable, the
Indenture between COLT and The Bank of New York dated 3 April 2000.
Voting Results
The voting results in relation to the meetings were as follows:
Court Meeting
To approve the Scheme:
Number of % of COLT Number of COLT % of issued
COLT Shares Shares voted Shareholders COLT
voted voting Shares
For 1,076,824,417 97.09 579 70.71
Against 32,233,138 2.91 66 2.12
For information purposes, abstentions were received from 2 shareholders holding
249,128 shares representing 0.02% of issued shares.
COLT EGM
To approve a special resolution to authorise:
(a) the cancellation of the COLT Scheme Shares (including the related reduction
of share premium and capital);
(b) the allotment of new COLT Shares by the COLT Directors (pursuant to the
Scheme); and
(c) the alterations to the COLT Articles to ensure that the holders of any COLT
Shares allotted after the COLT EGM and before the Scheme Record Time are bound
by the Scheme and that any COLT Shares allotted after the Scheme Record Time
(other than to a member of the COLT S.A. Group) are transferred to COLT S.A. in
consideration for the issue of COLT S.A. Scheme Shares. These alterations to the
COLT Articles will take effect whether or not the Scheme becomes effective.
Number of COLT % of COLT Shares % of issued COLT
Shares voted Shares
voted
For 1,201,641,045 98.34 78.91
Against 20,277,648 1.66 1.33
For information purposes: abstentions were received from 21 shareholders holding
5,065,209 shares representing 0.33% of issued shares.
Early redemption of 2007 Notes
The Board of COLT also announces that it has given notice of the redemption of
all of the outstanding 2% Senior Convertible Notes due in 2007. The redemption
will be at the Accreted Principal Amount of the 2007 Notes (EUR1,272.09 per
EUR1000 principal Amount of the 2007 Notes) plus accrued interest to 29 June
2006 (the "Redemption Date") (the amount of such interest being EUR4.78 per
EUR1000 principal amount of the 2007 Notes).
The aggregate amount payable will be approximately GBP229 million, EUR1,276.87
per EUR1000 principal amount of the 2007 Notes. The redemption will take place
on the Redemption Date.
The early redemption of these 2007 Notes will save approximately GBP10 million
of interest between the date of redemption and the normal maturity date of the
2007 Notes of 3 April 2007.
The early redemption of these 2007 Notes brings the total amount spent by COLT
on redeeming or buying back bonds to more than GBP790 million since October
2004.
Enquiries:
COLT Investor Relations
Luke Glass +44 207 390 3681
luke.glass@colt.net
COLT Corporate Communications
Gill Maclean +44 207 863 5314
gill.maclean@colt.net
The availability of the Scheme to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Deutsche Bank AG, London Branch and Morgan Stanley & Co. International Limited
are acting for COLT and COLT S.A. in connection with the Scheme and for no one
else, and will not be responsible to anyone other than COLT and COLT S.A. for
providing the protections afforded to their clients nor for providing advice in
relation to the Scheme, or any matter referred to herein.
This announcement does not constitute an offer for sale of any securities or an
offer or an invitation to purchase any securities in any jurisdiction. The COLT
S.A. Scheme Shares will only be distributed to eligible COLT Shareholders. The
COLT S.A. Scheme Shares to be issued to COLT Shareholders under the Scheme have
not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended, or under the securities laws of any state, district or other
jurisdiction of the United States, Australia, Canada, Japan or New Zealand and
no regulatory clearances in respect of the registration of COLT S.A. Scheme
Shares have been, or will be, applied for in any jurisdiction (other than as set
out in the following paragraph). In the United States, the COLT S.A. Scheme
Shares will be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended, provided by Section
3(a)(10) thereof.
This is not an advertisement in the course of investment business.
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 May 2006 COLT Telecom Group plc
By: ___Caroline Griffin Pain___
Caroline Griffin Pain
Company Secretary