Colt Telecom Group plc announces Scheme of Arrangement approved by Warrantholders

Market Wire, March, 2006

27 March 2006

Scheme of Arrangement approved by Warrantholders

COLT Telecom Group plc (the 'Company') announces that at a Court Meeting held earlier today to approve the cancellation of all outstanding Warrants in consideration for the issue of new Ordinary Shares to be effected by way of Scheme of Arrangement (the 'Scheme'), the resolution proposed received the support of the Company's Warrantholders.

At the Court Meeting, a majority in number of the Company's Warrantholders who voted (either in person or by proxy), representing not less than 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.

The Scheme requires the sanction of the High Court and, subject to receiving such sanction, it is expected that the Scheme will become effective on 4 April 2006 and the Warrants cancelled and the new Ordinary Shares issued and admitted to the Official List and to trading on the London Stock Exchange on 10 April 2006.

Terms used in this announcement shall have the same meanings as set out in the Scheme document dated 10 March 2006.

For further information please call Luke Glass at COLT on 020 7390 3681.

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