Colt Telecom gets required consents for 2%, 7 5/8% notes

By Jennifer Chiou

New York, Feb. 17 - Colt Telecom Group plc said it obtained the required consents to modify its 2% notes due 2007 and 7 5/8% notes due 2008 and 2009.

The consent solicitation was for amendments that will eliminate the requirement that Colt file periodic reports with the Securities and Exchange Commission under the Exchange Act.

The solicitation expired at 5 p.m. ET on Feb. 16.

Colt said it will soon execute supplemental indentures.

Colt will pay each noteholder €2.00 per €1,000 principal amount of 2007 or 2009 notes and €1.02 per DM 1,000 principal amount of 2008 notes (equivalent of €2.00 per €1,000 principal amount), according to a company news release.

The proposed amendments will allow Colt, if it considers it appropriate to do so, to terminate the listing of its ordinary shares and American Depositary Receipts on Nasdaq and suspend or terminate its reporting obligations under the Exchange Act.

The principal trading markets for Colt's ordinary shares are in London. The company said there is very little trading in ADRs on Nasdaq and that the reporting obligations under the Exchange Act cause Colt to incur substantial costs.

Under the proposed amendments, Colt will continue to provide noteholders with annual, quarterly and event-based reports, but will not be required to file those reports with the SEC.

Colt said its board of directors has not taken a final decision to proceed with delisting its shares from Nasdaq and deregistering from SEC reporting requirements.

If Colt does not delist and deregister, it will continue to file reports with the SEC as required by the Exchange Act. This will not affect Colt's current listing of its debt and ordinary shares in London.

The proposed amendments would also remove the requirement that Colt's independent public accountants provide a written statement to the trustee on an annual basis concerning compliance with the provisions of the indentures.

The company said it is seeking to remove this requirement because the circumstances in which U.K. accounting firms are prepared to provide this type of statement are very limited and Colt's independent public accountants have informed Colt that, as a matter of practice, they do not provide such certification.

Colt is also seeking a waiver of all failures to comply with this requirement. It announced the solicitation on Feb. 3.

Bondholder Communications Group is information agent for the solicitation. (www.bondcom.com/colt). Deutsche Bank AG is solicitation agent (+44 207 545-8011).

London-based Colt Telecom provides data, voice and managed services.

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