COLT Telecom Group plc announces Sanction of Scheme of Arrangement by the High Court

Market Wire, April, 2006

COLT Telecom Group plc (the 'Company')

Sanction of Scheme of Arrangement by the High Court

The Company announces that the High Court today (4 April 2006) approved the cancellation of Warrants and issue of new Ordinary Shares comprised within the proposed scheme of arrangement under section 425 of the Companies Act 1985 (the 'Scheme'). The Scheme was unanimously approved by the Company's Warrantholders on 27 March 2006. Accordingly, the Scheme will become effective upon an office copy of the Order of the Court sanctioning the Scheme being delivered to the Registrar of Companies for England and Wales for registration which is expected to take place later today.

Applications will be made to the UK Listing Authority for the Ordinary Shares issued on cancellation of the Warrants to be admitted to the Official List and to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will become effective and dealings in the Ordinary Shares issued on the cancellation of the Warrants will commence at 8.00 a.m. on 10 April 2006.

Capitalised 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 Gill Maclean at COLT on 020 7863 5314.

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