Moonray Services (UK) Limited Offer for Colt Group S.A. (6563Q)

TIDMCOLT

RNS Number : 6563Q

Moonray Services (UK) Limited

19 June 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

19 June 2015

ALL CASH FINAL OFFER

for

COLT GROUP S.A.

Lightning Investors Limited

an entity jointly owned by

FMR LLC

and

FIL LIMITED

Summary

-- FMR and FIL (together, "Fidelity") today announce their intention to make an all cash final offer through Lightning Investors Limited ("BidCo") (an entity jointly owned by FMR and FIL) to acquire the issued and to be issued share capital of Colt Group S.A. ("Colt" or the "Company") not currently owned by Fidelity (the "Offer").

-- Under the terms of the Offer, Colt Shareholders will be entitled to receive 190 pence in cash for each Colt Share held. This price will not be increased.

-- The Offer values the entire issued and to be issued share capital of Colt at approximately GBP1,720.3 million.

-- The Offer Price, which Fidelity believes fully and fairly values the Colt Shares and reflects the anticipated plans of Colt's management for the business and its prospects, represents a premium of approximately:

o 34.4 per cent. to the volume weighted average closing price per Colt Share of 141 pence for the twelve months ended on 18 June 2015 (being the last Business Day prior to the date of this announcement);

o 28.6 per cent. to the volume weighted average closing price per Colt Share of 148 pence for the three months ended on 18 June 2015 (being the last Business Day prior to the date of this announcement); and

o 21.3 per cent. to the Closing Price per Colt Share of 157 pence on 18 June 2015 (being the last Business Day prior to the date of this announcement).

   --     The Offer will be conditional upon, amongst other things:

o the approval by a majority of Independent Colt Shareholders voting on a resolution to terminate the Relationship Agreement; and

o BidCo receiving acceptances (which are not, where permitted, withdrawn) in respect of Colt Shares which, when aggregated with Fidelity's existing shareholdings in Colt, represent not less than 95 per cent. in nominal value of the issued or to be issued Colt Shares (or such lesser percentage not being less than 80 per cent. as BidCo may decide of the issued share capital of Colt) and not less than 95 per cent. (or such lesser percentage not being less than 80 per cent. as BidCo may decide) of the voting rights carried by those Colt Shares.

-- Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction regulated by the Panel or the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg.

-- Fidelity has stated that it is a committed and long term investor and will not sell or take any other steps to dispose of its Colt Shares to any third party prior to 31 December 2016. Although the Code does not apply to the Offer, Fidelity will treat this statement as binding on it as if it was a post-offer undertaking to which the Code applied. Fidelity will repeat this commitment in the Offer Document.

-- BidCo has received irrevocable undertakings to accept or procure acceptance of the Offer and to vote in favour of the Shareholders Resolutions and against any Impeding Resolution from Ruffer LLP and Standard Life Investments in respect of 70,148,176 Colt Shares representing, in aggregate, approximately 23.4 per cent. of Colt's issued share capital held by Independent Colt Shareholders; and in aggregate, approximately 7.8 per cent. of Colt's issued share capital.

-- If the Offer becomes, or is declared, unconditional in all respects and sufficient acceptances are received, BidCo intends to procure that Colt will make an application for the cancellation of the listing on the Official List of the Colt Shares and for the cancellation of the admission to trading on the London Stock Exchange's market for listed securities of the Colt Shares. Cancellation of the admission to trading is likely to reduce significantly the liquidity and marketability of any Colt Shares in respect of which the Offer has not been accepted at such time.

-- BidCo is a newly-incorporated company formed by Fidelity for the purposes of making the Offer. FMR is a privately owned American multinational financial services company focused primarily on the provision of asset management and financial services across North America. FIL is a privately owned international provider of asset management and financial services for clients across Europe, EMEA and Asia.

-- Commenting on the Offer on behalf of Fidelity, Cyrus Jilla, President of Eight Roads, the proprietary investment arm of FIL, Fidelity International Limited said:

"As founders and majority shareholders of Colt, Fidelity is pleased to announce the continuation of its commitment to the business through returning the group to private ownership. We typically hold our proprietary investments outside the financial services industry, such as Colt, in the private domain. This transaction allows us to hold our investment in Colt consistent with this strategy while providing an attractive and certain value for the current Colt Independent Shareholders."

-- This summary should be read in conjunction with, and is subject to, the full text of the following announcement and its Appendices.

-- The Offer is subject to the Conditions and certain further terms that are set out in Appendix I to the following announcement. Appendix II contains information on the sources of information and bases of calculation used in this summary and in the following announcement. Appendix III contains a summary of the irrevocable undertakings referred to in this summary and in the following announcement. Appendix IV contains definitions of terms used in this summary and in the following announcement.

-- The Offer Document, containing further information about the Offer, will be published within 28 days of this announcement and will be made available at www.colt.net.

Enquiries

J.P. Morgan Cazenove (financial adviser to Fidelity)

   Mark Breuer                                 Tel: +44 (0)20 7742 4000

Dwayne Lysaght

J.P. Morgan Limited, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Fidelity and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer or any other matter referred to in this announcement and will not be responsible to anyone other than Fidelity for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Offer or any other matter referred to herein.

Regulation of the Offer and disclosure

Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction that is regulated by the Panel or by the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg.

Accordingly, Colt Shareholders and others dealing in Colt Shares are not obliged to disclose any of their dealings in accordance with Rule 8 of the Code. However, Colt Shareholders and others dealing in Colt Shares are reminded that they are required to make notifications provided for by the Transparency Law of Luxembourg of 11 January 2008, and that any person who reaches, exceeds or falls below the threshold of 3 per cent. and/or each 1 per cent. threshold thereafter, is required by Colt's articles of association to notify Colt of such a change.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of, an offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval of an offer to acquire securities in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept or procure acceptance of the Offer.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with any applicable requirements under Luxembourg and English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Luxembourg and the United Kingdom.

Overseas Shareholders

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in Luxembourg, the United Kingdom or the U.S.. Persons who are not resident in Luxembourg, the United Kingdom or the U.S. or who are subject to laws of any jurisdiction other than Luxembourg, the United Kingdom or the U.S., should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document or the Form of Acceptance or any accompanying document to any jurisdiction outside Luxembourg, the United Kingdom or the U.S. should refrain from doing so and seek appropriate professional advice before taking any such action.

The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer.

Forward Looking Statements

This announcement contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "project", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them.

Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of Fidelity or Colt; and (iii) the effects of government regulation on the business or interests of Fidelity or Colt.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or prospects of Fidelity or Colt, or industry results, to be materially different from any results, performance or prospects expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies or interests of Fidelity or Colt and the environment in which they will operate in the future. All subsequent oral or written forward-looking statements attributable to BidCo, Fidelity or Colt or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of BidCo, Fidelity or Colt undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Note to U.S. investors in Colt

The Offer is being made for securities of a Luxembourg company listed on the London Stock Exchange and Colt Shareholders in the U.S. should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with any applicable requirements under Luxembourg and U.K. disclosure requirements, format and style, all of which differ from those in the U.S.. Any financial information that is included in this announcement or that may be included in the Offer Document, or any other documents relating to the Offer in so far as it relates to Colt have been or will be prepared in accordance with International Financial Reporting Standards as adopted by the European Union and may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

The Offer will be made in the U.S. pursuant to applicable U.S. tender offer rules and securities laws (or pursuant to exemptive relief therefrom granted by the United States Securities and Exchange Commission (the " SEC" ) and otherwise in accordance with any applicable requirements under Luxembourg or English law, the London Stock Exchange and the Financial Conduct Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

Colt is incorporated under the laws of Luxembourg. In addition, some of its officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S.. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Colt or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. It may not be possible to sue Colt or its officers or directors in a non-U.S. court for violations of the U.S. securities law.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

19 June 2015

ALL CASH FINAL OFFER

for

COLT GROUP S.A.

Lightning Investors Limited

an entity jointly ownedby

FMR LLC

and

FIL LIMITED

   1.         Introduction

Fidelity announces its intention to make an all cash final offer through BidCo (an entity jointly owned by FMR and FIL) for the issued and to be issued share capital of Colt not currently owned by Fidelity.

   2.         The Offer

The Offer will be subject to the Conditions and certain further terms set out below and in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and the Form of Acceptance.

The Offer will be conditional upon, amongst other things:

o the approval by a majority of Independent Colt Shareholders voting on a resolution to terminate the Relationship Agreement; and

Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction regulated by the Panel or the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg.

The Offer will be made on the following basis:

   for each Colt Share                 190 pence in cash

The Offer Price will not be increased. The Offer values the entire issued and to be issued share capital of Colt at approximately GBP1,720.3 million.

The Offer Price, which Fidelity believes fully and fairly values the Colt Shares and reflects the anticipated plans of Colt's management for the business and its prospects, represents a premium of approximately:

o 21.3 per cent. to the Closing Price per Colt Share of 157 pence on 18 June 2015 (being the last Business Day prior to the date of this announcement).

   3.         Background to and reasons for the Offer

Fidelity holds a diversified portfolio of privately held investments operating outside the financial services industry. Fidelity was the founding investor in Colt before its initial public offering and has been a committed supporter of Colt during its time as a publicly traded company. Nonetheless, Fidelity has come to the conclusion that it would prefer to hold its investment in the private domain and to cancel the listing on the Official List of the Colt Shares, consistent with the way in which it holds its other non-financial proprietary investments.

Fidelity has stated that it is a committed and long term investor and will not sell or take any other steps to dispose of its Colt Shares to any third party prior to 31 December 2016. Although the Code does not apply to the Offer, Fidelity will treat this statement as binding on it as if it was a post-offer undertaking to which the Code applied. Fidelity will repeat this commitment in the Offer Document.

   4.         Irrevocable undertakings

BidCo has received irrevocable undertakings to accept or procure acceptance of the Offer and to vote in favour of the Shareholders Resolutions and against any Impeding Resolution from Ruffer LLP and Standard Life Investments in respect of 70,148,176 Colt Shares representing, in aggregate, approximately:

o 23.4 per cent. of Colt's issued share capital held by Independent Colt Shareholders; and

o 7.8 per cent. of Colt's issued share capital.

The irrevocable undertakings referred to above will cease to be binding if the Offer does not become or has not been declared wholly unconditional by the date falling 109 days after the date of this announcement (or, in the case of Standard Life Investments, such later date as determined by BidCo).

Further details of these irrevocable undertakings are set out in Appendix III.

   5.         Information on BidCo, the Fidelity Group and the Relationship Agreement

BidCo is a newly-incorporated company formed for the purposes of the Offer and jointly owned by FMR and FIL. Each of FMR and FIL will transfer to BidCo its respective shareholdings in Colt prior to the Offer becoming or being declared wholly unconditional.

FMR and FIL are related through common ownership but are not under common control. FMR was established by Edward C. Johnson II and is a privately owned American multinational financial services company focused primarily on the provision of asset management and financial services across North America. FIL is a privately owned international provider of asset management and financial services for clients across Europe, EMEA and Asia. The Johnson family continues to have an interest in both companies.

Colt has had a relationship agreement with its major Fidelity Group shareholders since 2006. The current Relationship Agreement contains, inter alia, provisions relating to:

(i) independent directors - the Fidelity Parties have agreed to vote and to procure that their affiliates vote their Colt Shares to ensure that the number of Colt Directors that are affiliated with the Fidelity Parties and their affiliates is less than half of the number of Colt Directors in office at any time;

(ii) compliance with the Listing Rules - each Fidelity Party has agreed with Colt that neither it nor its associates shall take any action that would prevent Colt from complying with its obligations under the Listing Rules, or propose a resolution to Colt Shareholders which circumvents the proper application of the Listing Rules;

(iii) arm's length transactions - each Fidelity Party has agreed that it and its associates shall conduct all transactions and arrangements between the Fidelity Parties and the Colt Group at arm's length and on normal commercial terms, and that neither it nor its affiliates shall enter into any contract or arrangement for the provision of services with the Colt Group without the prior approval of a majority of the members of the Independent Directors Committee;

(iv) maintenance of public shareholder base - each Fidelity Party has agreed that neither it nor its affiliates shall acquire Colt Shares if as a consequence of doing so Colt would be in breach of Rule 9.2.15 of the Listing Rules (as modified by any waiver or dispensation granted by the U.K. Listing Authority); and

(v) non-compete - the Fidelity Parties have agreed not to compete with the Colt Group on electronic communication services, telecommunication network services, managed data service facilities and managed IT services in Europe, Japan, Singapore, Korea and China (including Hong Kong) without the consent of the members of the Independent Directors Committee.

   6.         Colt Shareholders Meeting

Fidelity will make a request to the Board of Directors of Colt to convene the Colt Shareholders Meeting in order to seek approval of the Shareholders Resolutions by the Colt Shareholders in accordance with Article 28 of Colt's articles of association.

   7.         Colt Share Schemes

The Offer shall extend to any Colt Shares which are unconditionally allotted or issued under the Colt Share Schemes before the date on which the Offer closes.

If the Offer becomes or is declared unconditional, BidCo intends to make appropriate proposals to participants in the Colt Share Schemes.

Participants in the Colt Share Schemes will be contacted regarding the effect of the Offer on their rights under these schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Offer Document and in separate letters to be sent to participants in those share schemes.

   8.         Financing

The total Offer Price payable under the terms of the Offer is being financed from Fidelity's existing cash resources.

J.P. Morgan Cazenove, financial adviser to Fidelity, is satisfied that resources are available to BidCo to enable it to satisfy in full the cash consideration payable under the terms of the Offer.

   9.         Management and employees

Fidelity has a long-standing relationship with Colt and is aware of the contribution and importance of Colt management and employees. Accordingly, BidCo confirms that the existing employment rights, including pension rights, of existing management and employees of Colt will be fully observed.

   10.       Delisting, Repurchase Offer and compulsory acquisition of Colt Shares

The Relationship Agreement will be terminated with the approval of a majority of the Colt Independent Shareholders voting at the Colt Shareholders Meeting. Colt Independent Shareholders representing 23.4 per cent. of the Colt Independent Shareholders have already undertaken to vote in favour of the termination of the Relationship Agreement.

If the Offer becomes or is declared wholly unconditional BidCo intends to procure that Colt will make an application for the cancellation of the listing on the Official List of the Colt Shares and for the cancellation of the admission to trading on the London Stock Exchange's market for listed securities of the Colt Shares.

It is anticipated that the cancellation of the listing on the Official List and the cancellation of the admission to trading on the London Stock Exchange's market for listed securities will take effect no earlier than 20 Business Days after the date on which BidCo has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying more than 80 per cent. of the voting rights of Colt. BidCo will notify Colt Shareholders by an announcement when the required threshold for Delisting has been attained and the notice period has commenced, such announcement to include the anticipated date of cancellation.

Delisting would significantly reduce the liquidity and marketability of any Colt Shares not purchased pursuant to the Offer, and their value may be affected as a consequence.

Consequences of Delisting would further include:

(i) financial reporting of Colt would no longer be subject to the Transparency Directive (2004/109/EC) standards but only to the standards provided for by Luxembourg internal accounting law; furthermore, no semi-annual report would be required, nor first and third quarter interim reports;

(ii) Colt would no longer be under the supervision of the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg, except for the purposes of the statutory squeeze-out or buy-out pursuant to Luxembourg Mandatory Squeeze-Out and Sell-Out Law;

(iii) the requirement to make an annual corporate governance declaration including on risk management and on application of corporate governance principles would no longer apply;

(iv) subject to certain conditions, Colt would no longer have to produce consolidated financial statements;

(v) Colt's accounting standards may be changed from International Financial Reporting Standards to Luxembourg Generally Accepted Accounting Principles;

(vi) the Market Abuse Regulation (Regulation 596/2014) would no longer apply, including the need to publish price-sensitive non-public information;

(vii) the Shareholder Rights Directive (2007/36/EC) would no longer be applicable and therefore the convening and holding of shareholders' meetings would be governed by Luxembourg corporate law only; and

   (viii)     substantial participation notification requirements would no longer apply.

Following the Delisting, BidCo intends to procure that Colt makes an offer to the holders of any Colt Shares in respect of whom valid acceptances of the Offer have not been received, to repurchase their Colt Shares at the Offer Price.

When BidCo holds shares in Colt representing 95 per cent. or more of the issued share capital and voting rights of Colt, BidCo further intends to exercise its rights pursuant to article 4 of the Luxembourg Mandatory Squeeze-Out and Sell-Out Law to acquire compulsorily the remaining Colt Shares in respect of which neither the Offer nor the Repurchase Offer has at such time been accepted.

   11.       Disclosure of Fidelity interests in Colt Shares

Fidelity holds 559,770,078 shares in Colt (representing approximately 62.4 per cent of Colt's issued share capital as at the date of this announcement).

   12.       Conditions to the Offer

The Offer will be subject to the Conditions and certain further terms set out in this announcement and to the full terms and conditions which will be set out in the Offer Document and the accompanying Form of Acceptance. Appendix I to this announcement contains a summary of the principal terms and conditions. It is expected that the Offer Document and the accompanying Form of Acceptance will be dispatched to Colt Shareholders as soon as practicable and, in any event save as otherwise advised by announcement, within 28 days of this announcement.

   13.       General

In deciding whether or not to accept or procure acceptance of the Offer in respect of their Colt Shares, Colt Shareholders should rely on the information contained, and follow the procedures described, in the Offer Document and the Form of Acceptance.

J.P. Morgan Cazenove has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.

The Offer Document will not be reviewed by any federal state securities commission or regulatory authority in the U.S., will not be subject to approval by the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg, nor will the CSSF or any commission or authority opine upon the accuracy or adequacy of the Offer Document. Any representation to the contrary is unlawful and may be a criminal offence.

Appendix I to this announcement contains a summary of the principal terms and conditions. Appendix II contains details of sources and bases of certain information contained in this announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this announcement. Appendix IV contains definitions of certain terms used in this announcement. The Appendices form part of, and should be read in conjunction with, this announcement.

   14.       Documents on display

Copies of this announcement and the following documents will, by no later than 12 noon (London time) on the Business Day following the date of this announcement, be made available on Colt's website at www.colt.net until the end of the Offer Period:

   --     the Relationship Agreement;

-- the irrevocable undertakings referred to in paragraph 4 above and summarised in Appendix III to this announcement; and

   --     the Bye-laws of BidCo.

Neither the content of Colt's website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into or forms part of, this announcement.

Enquiries

J.P. Morgan Cazenove (financial adviser to Fidelity)

   Mark Breuer                                 Tel: +44 (0)20 7742 4000

Dwayne Lysaght

Regulation of the Offer and disclosure

Accordingly, Colt Shareholders and others dealing in Colt Shares are not obliged to disclose any of their dealings in accordance with Rule 8 of the Code. However, Colt Shareholders and others dealing in Colt Shares are reminded that they are required to make notifications provided for by the Transparency Law of Luxembourg of 11 January 2008, and that any person who reaches, exceeds or falls below the threshold of 3 per cent. and/or each 1 per cent. threshold thereafter, is required by Colt' articles of association to notify Colt of such a change.

Further Information

This announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas Shareholders

Forward Looking Statements

Note to U.S. investors in Colt

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. In addition, it will be subject to the terms and conditions set out below and will be subject to the full terms and conditions that will be set out in the Offer Document and the accompanying Form of Acceptance.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

   1.         Conditions to the Offer

The Offer will be subject to the satisfaction (or, where applicable, waiver in accordance with paragraph 2 of this Appendix 1) of the following Conditions:

Acceptance Condition

(A) the Offer will be conditional upon valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as BidCo may decide) in respect of not less than the Minimum Acceptance Percentage;

In addition, the Offer will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Offer effective will not be taken unless the following Conditions have been satisfied or, where relevant, waived in accordance with paragraph 2 of this Appendix I;

Colt Shareholder resolutions

(B) the termination of the Relationship Agreement being duly approved by the Independent Colt Shareholders by a resolution the terms of which are satisfactory to BidCo, no resolution of Colt Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, consolidation, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of Colt Shareholders (other than the Shareholders Resolutions and in relation to the implementation of the Offer) and Colt not having taken any action that requires or would require approval of Colt Shareholders in general meeting that would constitute any action described in Rule 21.1 of the Code (notwithstanding that the Offer is not a takeover offer for the purposes thereof) or which would otherwise impede the termination of the Relationship Agreement, the approval by the Independent Colt Shareholders of any of the Shareholders Resolutions or, subject only to those resolutions being duly approved, the implementation of any matter(s) which are contemplated by any of those resolutions;

Specific anti-trust clearances

European Commission clearance

(i) the European Commission making a decision, on terms satisfactory to BidCo, that in connection with the Offer or the acquisition or proposed acquisition of any Colt Shares or other securities in, or control or management of, Colt, or any matter arising therefrom, it will not initiate proceedings under Article 6(1)I of the Regulation;

(ii) in the event that a request under Article 9(2) of the Regulation has been made by a European Union or EFTA state, the European Commission indicating, in terms satisfactory to BidCo, that it does not intend to refer the proposed acquisition or any aspect of the acquisition to a competent authority of such state in accordance with Article 9(3)(b) of the Regulation;

(iii) in the event of a referral of the Offer, or any aspect of the Offer, to a competent authority of a European Union or EFTA state in accordance with Article 9(3)(b) of the Regulation, and in the event that BidCo waives, in whole or in part, Condition (B)(ii) in relation to such referral, such competent authority adopting a decision or providing such other indication of its position as shall be satisfactory to BidCo; and

(iv) no indication having been made that a European Union or EFTA state may take any measure pursuant to Article 21(4) of the Regulation in relation to the proposed acquisition or any aspect of the acquisition;

CMA Clearance

(D) in so far as the Offer creates a relevant merger situation within the meaning of Section 23 of the Enterprise Act 2002, the CMA indicating, on terms satisfactory to BidCo, that it does not intend to make a CMA Phase 2 Reference of the Offer or any other matter arising from or relating to the Offer;

General anti-trust and regulatory

(E) all clearance decisions having been received or waiting periods (including any extensions thereof) having expired or been terminated under any anti-trust laws in other jurisdictions where an anti-trust filing should be made in each case in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Colt by BidCo or any member of the Fidelity Group.

No anti-trust regulator or Third Party having decided, threatened or given notice of its decision to take, institute, implement, threaten or withdraw any action, proceeding, suit, investigation, enquiry or reference, or having required any action or step to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might be expected to, in any case to an extent or in a manner which is material in the context of the Wider Colt Group or the Wider Fidelity Group, as the case may be, or in the context of the Offer:

(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Colt by any member of the Wider Fidelity Group, void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise impede, challenge, interfere, hinder the Offer or its implementation or require amendment to the terms of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Colt by any member of the Wider Fidelity Group, or otherwise challenge or interfere therewith;

(ii) require any member of the Wider Fidelity Group or any member of the Wider Colt Group to sell, divest, hold separate, or otherwise dispose of all or any material part of their respective businesses, operations, assets or property or to prevent or delay any of the above;

(iii) require any member of the Wider Fidelity Group or the Wider Colt Group to conduct its business or any material part thereof in a specified manner or impose any limitation on the ability of the Wider Fidelity Group or the Wider Colt Group to own, control or manage any of their assets or properties (or any part thereof);

(iv) impose any limitation on, or result in a delay in, the ability of any member of the Wider Fidelity Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in Colt or on the ability of any member of the Wider Colt Group or any member of the Wider Fidelity Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Colt Group;

(v) require, prevent or delay a divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Fidelity Group or the Wider Colt Group of any shares or other securities (or the equivalent) in any member of the Wider Colt Group or any member of the Wider Fidelity Group;

(vi) except pursuant to article 4 of the Luxembourg Mandatory Squeeze-Out and Sell-Out Law, require any member of the Wider Fidelity Group or the Wider Colt Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) or interest in any member of the Wider Colt Group or any member of the Wider Fidelity Group or any asset owned by any third party (other than in connection with the implementation of the Offer);

(vii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Fidelity Group or any member of the Wider Colt Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Fidelity Group and/or the Wider Colt Group;

(viii) require any member of the Wider Fidelity Group or the Wider Colt Group to relinquish, terminate or amend in any way any contract to which any member of the Wider Fidelity Group or the Wider Colt Group is a party;

(ix) result in any member of the Wider Colt Group or any member of the Wider Fidelity Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction; or

(x) otherwise adversely affect all or any of the business, assets, liabilities, profits, financial or trading position, operational performance or prospects of any member of the Wider Colt Group or any member of the Wider Fidelity Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or withdrawal of a clearance decision or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Colt Shares or other securities in, or control or management of, Colt or otherwise intervene having expired, lapsed or been terminated;

Notifications, waiting periods and Authorisations

(F)

(i) all notifications, filings or applications which are necessary or are considered appropriate or desirable by BidCo having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations which are necessary or deemed appropriate by BidCo or any member of the Wider Fidelity Group in any relevant jurisdiction for or in respect of the Offer or the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Colt or any other member of the Wider Colt Group by any member of the Wider Fidelity Group having been obtained in terms and in a form satisfactory to BidCo from all relevant Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Colt Group or the Wider Fidelity Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Colt Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes unconditional and there being no notice or intimation of any intention to revoke, suspend, restrict, impede, modify or not to renew such Authorisations in each such case to an extent or in a manner which is material in the context of the Wider Colt Group or the Wider Fidelity Group, as the case may be, or in the context of the Offer;

(ii) all actions necessary or deemed appropriate and requested by BidCo being taken or made by the Colt Board to the satisfaction of BidCo in connection with, or in relation to, the satisfaction of the Conditions, the termination of the Relationship Agreement or the Delisting.

Pension liabilities

   (G)       since 31 December 2014, except as Fairly Disclosed:

(i) no member of the Wider Colt Group nor the trustees of any relevant pension scheme having been a party to an act or a deliberate failure to act, or suffered any event, which would or might lead to or entitle any person to commence the winding up of any such pension scheme or give rise directly or indirectly to a liability arising out of the operation of sections 38 to 56 (inclusive) of the Pensions Act 2004 or under section 75 of the Pensions Act 1995 in relation to any such pension scheme; and

(ii) no action having been taken or proposed by the Pensions Regulator (as defined in the Pensions Act 2004) to exercise any of its powers in respect of any relevant pension scheme including its powers pursuant to sections 38 to 56 (inclusive) of the Pensions Act 2004 and sections 7 and 11 of the Pensions Act 1995 and no such exercise having been proposed or threatened to Colt;

Certain matters arising as a result of any arrangement, agreement, etc.

(H) except as Fairly Disclosed, there being no provision of any agreement, arrangement, lease, licence, franchise, permit or other instrument to which any member of the Wider Colt Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any event or circumstance, which, in each case as a consequence of the Offer or the acquisition or the proposed acquisition of any shares or other securities (or equivalent) in, or because of a change in the control (however defined for such purpose) or management of, Colt or any other member of the Wider Colt Group or otherwise, could or might be expected to result in (in any case to an extent that is or would be material in the context of the Wider Colt Group or in the context of the Offer):

(i) any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations, interests or business of any such member thereunder, or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being, or becoming capable of being, terminated or adversely modified, amended, relinquished or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any such member ceasing to be able to carry on its business under any name under which it currently does so;

(iv) any assets or interests of or used by any such member being or being required to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;

(v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

   (vi)       the creation or acceleration of any liability, actual or contingent, by any such member;

(vii) save as agreed in writing by BidCo, any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(viii) any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities; or

(ix) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

and no event having occurred which, under any provision of any agreement, arrangement, lease, licence, franchise, permit or other instrument to which any member of the Wider Colt Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject, could or might be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition;

Certain events occurring since 31 December 2014

(I) since 31 December 2014, except as Fairly Disclosed, no member of the Wider Colt Group having:

(i) save, for any transactions between Colt and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Colt, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares (or other securities) of any class, or securities or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell or authorised or proposed the transfer or sale of any shares out of treasury or purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital;

(ii) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Colt to Colt or any of its wholly-owned subsidiaries, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) save for transactions between Colt and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Colt or pursuant to the Offer, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares or loan capital (or the equivalent thereof) in any undertaking or undertakings and further including trade investments) or implemented, effected, authorised or proposed or announced any intention to implement, effect, authorise or propose any such merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition, disposal, transfer, mortgage, charge or security interest (which, in the case of any transfer, mortgage, charge or security interest, is other than in the ordinary course of business consistent with past practice);

(iv) save for transactions between Colt and any of its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Colt, made or authorised or proposed or announced an intention to propose any change in its loan capital or issued, authorised or proposed the issue of any loan capital;

(v) entered into, implemented or authorised the entry into of, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities;

(vi) issued or agreed to issue, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of any debentures or (save for trade credit incurred in the ordinary course of business) incurred or increased, or agreed to incur or increase, any indebtedness or become, or agreed to become, subject to any liability (actual or contingent);

(vii) entered into, implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any composition, assignment, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement or entered into or varied, or made any offer to enter into or vary, the terms of any contract, agreement or arrangement with any director or senior executive of any member of the Wider Colt Group;

(viii) entered into or varied or authorised, proposed or announced its intention to enter into or vary any agreement, contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) other than in the ordinary course of business consistent with past practice which is of a long-term, onerous or unusual nature or magnitude or which is or involves or might be expected to involve an obligation of a nature or magnitude which is or might be expected to be restrictive or onerous on the business of any member of the Wider Colt Group or the Wider Fidelity Group or which when taken together with any other such agreement, contract, transaction, arrangement or commitment is or might be expected to be material in the context of the Wider Colt Group or the Wider Fidelity Group, as the case may be;

(ix) other than in respect of a member which is dormant and was solvent at the relevant time, taken or proposed any step or corporate action, or had any legal proceedings instituted or threatened against it or petition presented or order made, in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(x) been unable, or admitted in writing that it is unable, to pay its debts as they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xi) entered into or changed the terms of, passed any resolution or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement, commitment, transaction or arrangement other than of a nature and to an extent which is normal and consistent with past practice in the context of the business concerned;

(xii) waived, compromised or settled any claim otherwise than in the ordinary course of business consistent with past practice;

(xiii) terminated or varied the terms of any agreement or arrangement between any member of the Wider Colt Group and any other person in a manner which would or might be expected to have an adverse effect on the financial position of the Wider Colt Group;

(xiv) except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation, made or agreed or consented to any change to:

(a) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Colt Group for its directors, officers, employees or their dependants;

(b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made, or agreed or consented to; or

(e) the trustees involving the appointment of a trust corporation;

in a manner which, in any such case, is material in the context of the Wider Colt Group or in the context of the Offer;

(xv) save as agreed in writing by BidCo, proposed, agreed to provide or modified the terms of any share option scheme, pension scheme obligations, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Colt Group;

(xvi) made any alteration to the articles of association or other incorporation documents of Colt or any alteration to the memorandum or articles of association of any member of the Colt Group (in each case, other than an alteration in connection with the Offer) which in any such case is material in the context of the Offer;

(xvii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business consistent with past practice or passed any resolution (other than in relation to the termination of the Relationship Agreement and the implementation of the Offer) or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition; or

(xviii) having taken (or agreed or proposed to take) any action which requires, or would require, the approval of Colt Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code (notwithstanding that the Offer is not a takeover offer for the purposes thereof);

No adverse change, litigation, regulatory enquiry or similar

   (J)        since 31 December 2014, except as Fairly Disclosed, there having been:

(i) no adverse change or deterioration in the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Colt Group which, in any such case, is material in the context of the Wider Colt Group and no circumstance having arisen which would or might be expected to result in any such adverse change or deterioration;

(ii) no agreement or arrangement between any member of the Wider Colt Group and any other person has been terminated or varied in a manner which would or might be expected to have an adverse effect on the financial position of the Wider Colt Group taken as a whole which, in any case, is material in the context of the Wider Colt Group or the Offer;

(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Colt Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Colt Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Colt Group which, in any such case, has had, or might be expected to have, an adverse effect on the Wider Colt Group or in the context of the Offer which, in any case, is material in the context of the Wider Colt Group or the Offer;

(iv) no contingent or other liability having arisen or become apparent to BidCo or increased which has had, or might be likely to have, an adverse effect on the business, assets, financial or trading position or profits or prospects of any member of the Wider Colt Group which, in any case, is material in the context of the Wider Colt Group or the Offer;

(v) no amendment or termination of any joint venture or partnership to which any member of the Wider Colt Group is a party having been agreed or permitted; and

(vi) no action or steps having been taken and no omissions having been made which are likely to lead to or result in the withdrawal, cancellation, termination, modification or variation of any licence or Authorisation held by or on behalf of any member of the Wider Colt Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might be expected to have, an adverse effect on the Wider Colt Group or in the context of the Offer which, in any case, is material in the context of the Wider Colt Group or the Offer;

No discovery of certain matters regarding information, liabilities and environmental issues

   (K)       except as Fairly Disclosed, BidCo not having discovered:

(i) that any financial, business or other information concerning the Wider Colt Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Colt Group or disclosed at any time to any member of the Wider Fidelity Group or to any of their advisers by or on behalf of any member of the Wider Colt Group is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading, in each case to an extent that is, in any case itself or together with other factors, material in the context of the Wider Colt Group or in the context of the Offer;

(ii) that any member of the Wider Colt Group or any partnership, company or other entity in which any member of the Wider Colt Group has a significant economic interest and which is not a subsidiary undertaking of Colt is subject to any liability (contingent or otherwise) that, in any such case, is material in the context of the Wider Colt Group or in the context of the Offer;

(iii) any information that affects the import of any information disclosed to BidCo or its advisers at any time by or on behalf of any member of the Wider Colt Group and that is material and adverse in the context of the Wider Colt Group or in the context of the Offer;

(iv) that any past or present member of the Wider Colt Group or any of their respective affiliates has failed to comply with any and/or all applicable legislation, regulations or other requirements, of any jurisdiction or any Authorisations with regard to the use, treatment, storage, carriage, disposal, spillage, release, discharge, accumulation, leak, emission, migration, production, supply or transportation of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, storage, carriage, disposal, spillage, release, discharge, accumulation, leak, emission, migration, production, supply or transportation (whether or not the same constituted a non-compliance by any person with any such legislation, regulation or requirement, and wherever the same may have taken place) any of which use, treatment, storage, carriage, disposal, spillage, release, discharge, accumulation, leak, emission, migration, production, supply or transportation would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Colt Group, that, in any case, is, or that might be expected to be, material in the context of the Wider Colt Group or in the context of the Offer;

   (v)        that there is, or is likely to be, for any reason whatsoever:

(a) any obligation or liability (actual or contingent) or requirement of any past or present member of the Wider Colt Group; or

(b) any circumstances existing (whether as a result of the Offer or otherwise) that would be likely to lead to any Third Party instituting (or whereby any past or present member of the Wider Colt Group would be likely to be required to institute) an environmental audit or take any steps that in any such case might be likely to result in any actual or contingent liability,

to improve or install new plant or equipment to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by or on behalf of any such past or present member of the Wider Colt Group or by any person for which a member of the Wider Colt Group is or has been responsible, or in which any such member may currently or previously have had or be deemed to have or have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order or other lawful requirement of any relevant authority or Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, that, in any such case, is or might be expected to be material in the context of the Wider Colt Group or in the context of the Offer; or

(vi) that circumstances exist (whether as a result of making the Offer or otherwise) whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Colt Group which claim or claims might be likely to affect any member of the Wider Colt Group in a manner that is or might be expected to be material in the context of the Wider Colt Group or the Offer; and

Anti-corruption, sanctions and criminal property

   (L)       except as Fairly Disclosed, BidCo not having discovered:

(i) any past or present member, director, officer or employee of the Wider Colt Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the U.K. Bribery Act 2010 and/or the U.S. Foreign Corrupt Practices Act of 1977;

(ii) any past or present member, director, officer or employee of the Wider Colt Group or any other person for whom any such person may be liable or responsible has engaged in any business with or made any investments in, or made any payments to, (a) any government, entity or individual with which U.S. or E.U. persons are prohibited from engaging in activities or doing business by U.S. or E.U. laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states; and

(iii) any asset of any member of the Wider Colt Group constitutes a criminal property (a) as defined by Section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) and (b) in the context of articles 505 and 506 of the Luxembourg criminal code.

   2.         Waiver and amendment of Conditions

BidCo reserves the right in its sole discretion to waive (if capable of waiver) in whole or in part all or any of the above Conditions, except for Condition (A) (Acceptance Condition) which cannot be waived.

Conditions (B) (Colt Shareholder resolutions) to (L) (Anti-corruption, sanctions and criminal property) (inclusive) must be fulfilled or waived by no later than midnight on the twenty-first day after the later of the First Closing Date of the Offer and the date on which condition (A) (Acceptance Condition) is fulfilled (or, in each case, such later date as BidCo may determine), failing which the Offer will lapse. BidCo shall be under no obligation to waive or treat as satisfied any of Conditions (B) (Colt Shareholder resolutions) to (L) (Anti-corruption, sanctions and criminal property) (each inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

BidCo reserves the right to withdraw the Offer if any Condition is not satisfied or, in BidCo's sole discretion, is not capable of fulfilment. BidCo will not invoke Conditions (E) (General anti-trust and regulatory) to (L) (Anti-corruption, sanctions and criminal property) (each inclusive) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Fidelity in the context of the Offer. Any determination reasonably made by BidCo regarding whether circumstances are of material significance shall be final and binding on Colt to the fullest extent permitted by applicable law.

   3.         Certain further terms of the Offer

References in this announcement to the Offer shall be deemed to be references to the Offer as revised, varied, extended or renewed (as applicable). BidCo reserves the right in its sole discretion to amend and vary the timing and the procedure for implementation of the Offer, including the terms and the timing of the Offer but excluding any reduction in the Offer Price. Notwithstanding the foregoing, in the event of a Dividend Payment, BidCo reserves the right to reduce the Offer Price by an amount up to the amount of any Dividend Payment.

BidCo will keep the Offer open for not less than 21 days after the Offer becomes or is declared wholly unconditional.

If the Offer lapses or is withdrawn, it will cease to be capable of further acceptance. BidCo and Colt Shareholders who have accepted the Offer shall thereupon cease to be bound by Forms of Acceptance submitted on or before the date when the Offer lapses or is withdrawn.

BidCo reserves the right for any other member of the Wider Fidelity Group from time to time to make or implement the Offer.

The availability of the Offer to Colt Shareholders who are not resident in Luxembourg, the United Kingdom or the United States may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than Luxembourg, the United Kingdom or the United States and any Colt Shareholders who are not resident in Luxembourg, the United Kingdom or the United States will need to inform themselves about, and observe, any applicable requirements.

Unless otherwise determined by BidCo or required and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Colt Shares which will be acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid on or after the date of this announcement.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

(i) unless otherwise stated, financial information concerning Colt, including with respect to Colt Share Schemes, has been extracted from the Annual Report and Accounts of Colt for the year ended 31 December 2014;

(ii) the value of the Offer is based upon 896,653,690 Colt Shares in issue on 29 May 2015 and 8,744,579 Colt Shares being the maximum number of Colt Shares which could be issued on or after the date of this announcement on the vesting of awards or the exercise of options under the Colt Shares Schemes;

   (iii)       the number of Colt Shares held by Independent Colt Shareholders is 299,456,573;

(iv) the market prices of the Colt Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s); and

   (v)        volume weighted average closing prices are derived from Factset.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Shareholder Irrevocable Undertakings

o 23.4 per cent. of Colt's issued share capital held by Independent Colt Shareholders; and

o 7.8 per cent. of Colt's issued share capital.

The irrevocable undertakings given by the Independent Colt Shareholders above will cease to be binding on the earliest to occur of the following events:

   --     if the Offer lapses or is withdrawn;

-- if BidCo announces, with the consent of any relevant authority (if required) and before the Offer Document is posted, that it does not intend to proceed with the Offer and no new, revised or replacement Offer is contemporaneously announced by BidCo;

-- if the Offer does not become or has not been declared wholly unconditional by the date falling 109 days after the issue of this announcement (or, in the case of Standard Life Investments, such later date as determined by BidCo); or

-- if a competing offer has been announced and BidCo shall have failed to announce, within ten days of announcement of such competing offer (i) a revised offer, or (ii) a reconfirmation that it will not accept a competing offer.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

 
 "Annual Report                 the consolidated annual report 
  and Accounts of                and audited financial statements 
  Colt "                         of Colt for the year ended 
                                 31 December 2014 
 "associated undertaking"       shall be construed in accordance 
                                 with paragraph 19 of Schedule 
                                 6 to The Large and Medium-sized 
                                 Companies and Groups (Accounts 
                                 and Reports) Regulations 2008 
                                 (SI 2008/410) but for this 
                                 purpose ignoring paragraph 
                                 19(1)(b) of Schedule 6 to those 
                                 regulations) 
 "Authorisations"               for the purposes of the Conditions, 
                                 means authorisations, orders, 
                                 grants, recognitions, determinations, 
                                 confirmations, consents, licences, 
                                 clearances, permissions, exemptions 
                                 and approvals 
 "BidCo"                        Lightning Investors Limited, 
                                 a limited company incorporated 
                                 in Bermuda with registered 
                                 number 50155 and with its registered 
                                 address at Pembroke Hall, 42 
                                 Crow Lane, Pembroke, Hamilton 
                                 HM19, Bermuda, jointly owned 
                                 by FMR and FIL 
 "Board Authority"              the authority to be granted 
                                 at the Colt Shareholders Meeting 
                                 by Colt Shareholders to the 
                                 Colt Board to adopt and implement 
                                 a program to repurchase outstanding 
                                 Colt Shares within certain 
                                 limits and to cancel such repurchased 
                                 Colt Shares 
 "Business Day"                 a day, not being a public holiday, 
                                 Saturday or Sunday, on which 
                                 banks in London and New York 
                                 are open for normal business 
 "Closing Price"                the closing middle market price 
                                 of a Colt Share, on a particular 
                                 trading day as derived from 
                                 the Daily Official List of 
                                 the London Stock Exchange for 
                                 Colt 
 "CMA"                          the U.K. Competition and Markets 
                                 Authority 
 "CMA Phase 2 Reference"        a referral to the Chair of 
                                 the CMA for the constitution 
                                 of a group under Schedule 4 
                                 to the Enterprise and Regulatory 
                                 Reform Act 2013 
 "Code"                         the City Code on Takeovers 
                                 and Mergers 
 "Colt "                      Colt Group S.A. 
 "Colt Board"                 the Board of Directors of Colt 
 "Colt Directors"             the directors of Colt and "Colt 
                               Director" means any one of 
                               them from time to time 
 "Colt Group"                 Colt and its subsidiary undertakings 
                               and associated undertakings 
                               from time to time and, where 
                               the context permits, each of 
                               them 
 "Colt Share Schemes"         the Colt share schemes, details 
                               of which are set out in the 
                               Annual Report and Accounts 
                               of Colt 
 "Colt Shareholders"          holders of Colt Shares 
 "Colt Shareholders           the general meeting of Colt 
  Meeting"                     Shareholders to be convened 
                               to approve the Shareholders 
                               Resolutions 
 "Colt Shares"                the existing unconditionally 
                               allotted or issued ordinary 
                               shares with nominal value of 
                               fifty cents (EUR0.50) each 
                               in the capital of Colt and 
                               any further such shares which 
                               are unconditionally allotted 
                               or issued (including pursuant 
                               to the exercise of outstanding 
                               options granted under the Colt 
                               Share Schemes) at or prior 
                               to the date on which the Offer 
                               closes or such earlier time 
                               and/or date, not being earlier 
                               than the date on which the 
                               Offer becomes, or is declared, 
                               unconditional as to acceptances, 
                               or, if later, the First Closing 
                               Date, as BidCo may decide 
 "Companies Act"                the U.K. Companies Act 2006 
 "Conditions"                   the conditions to the completion 
                                 of the Offer, as set out in 
                                 Appendix 1 to this announcement 
                                 and to be set out in the Offer 
                                 Document 
 "Daily Official                the Daily Official List of 
  List"                          the London Stock Exchange 
 "Delisting"                    the cancellation of the listing 
                                 on the Official List of the 
                                 Colt Shares and the cancellation 
                                 of the admission to trading 
                                 on the London Stock Exchange's 
                                 market for listed securities 
                                 of the Colt Shares 
 "Dividend Payment"             any dividend, return of capital 
                                 (whether by way of reduction 
                                 of share capital, repurchase 
                                 or redemption or otherwise) 
                                 or any other distribution in 
                                 respect of any Colt Share which 
                                 has been declared, made or 
                                 paid by Colt or which has a 
                                 record date, in each case, 
                                 on or after 31 December 2014 
 "EFTA"                         the European Free Trade Association 
 "E.U." or "European            an economic and political union 
  Union"                         of 28 member states which are 
                                 located primarily in Europe 
 "Fairly Disclosed"             the information which has been 
                                 fairly disclosed: (i) in Colt's 
                                 annual and/or half year report 
                                 and audited accounts for the 
                                 relevant financial period or 
                                 periods referred to in the 
                                 relevant Condition and published 
                                 prior to the date of this announcement; 
                                 (ii) in a public announcement 
                                 made in accordance with the 
                                 U.K. Disclosure Rules and Transparency 
                                 Rules by Colt prior to the 
                                 date of this announcement; 
                                 or (iii) in this announcement 
 "Fidelity Group"               FMR, FIL and any of their subsidiary 
                                 undertakings 
 "Fidelity Parties"             FMR, FIL and Infotech Fund 
                                 I LLC 
 "Fidelity Representative       Colt Directors nominated by 
  Directors"                     and appointed on behalf of 
                                 the Fidelity Group, being Rakesh 
                                 Bhasin, Simon Haslam, Jennifer 
                                 Uhrig and Michael Wilens 
 "FIL"                          FIL Limited, a company incorporated 
                                 in Bermuda with registered 
                                 number 01462 and with its registered 
                                 address at Pembroke Hall, 42 
                                 Crow Lane, Pembroke, Hamilton 
                                 HM19, Bermuda 
 "First Closing                 the date of the Colt Shareholders 
  Date"                          Meeting 
 "FMR"                          FMR LLC, a Delaware limited 
                                 liability company with registered 
                                 number 4403845 and with its 
                                 registered office address at 
                                 c/o The Corporation Trust Company, 
                                 1209 Orange Street, Wilmington, 
                                 DE 19801, USA 
 "Form of Acceptance"           the form of acceptance in relation 
                                 to the Offer that will accompany 
                                 the Offer Document 
 "Governmental Entity"          any supranational, national, 
                                 state, municipal, local or 
                                 foreign government, any instrumentality, 
                                 subdivision, court, arbitrator 
                                 or arbitrator panel, regulatory 
                                 or administrative agency or 
                                 commission, or other authority 
                                 thereof, or any regulatory 
                                 or quasi-regulatory organization 
                                 or private body exercising 
                                 any regulatory, taxing, importing 
                                 or other governmental or quasi-governmental 
                                 authority 
 "Impeding Resolution"        any resolution (whether or 
                               not amended and whether put 
                               to a show of hands or a poll) 
                               which is proposed at any general 
                               meeting of Colt (including 
                               any adjournment thereof) which 
                               might reasonably be expected 
                               to impede or frustrate the 
                               Offer in any way, including, 
                               but not limited to, any resolution 
                               to approve an amalgamation, 
                               merger or acquisition of any 
                               shares in Colt by a person 
                               (or an issue of Colt shares 
                               to a person) other than BidCo 
 "Independent Colt              holders of Colt Shares, who 
  Shareholders"                  are entitled to vote on the 
                                 Shareholders Resolution relating 
                                 to the termination of the Relationship 
                                 Agreement 
 "Independent Directors         a committee of the Colt Board 
  Committee"                     comprising all Colt Directors 
                                 except for the Fidelity Representative 
                                 Directors, such independent 
                                 directors being, as at the 
                                 date of this announcement, 
                                 Sergio Giacoletto, Olivier 
                                 Baujard, Hugo Eales, Katherine 
                                 Innes Ker, Anthony Rabin and 
                                 Lorraine Trainer 
 "ISIN"                       International Securities Identification 
                              Number 
 "Listing Rules"                the listing rules and regulations 
                                 made by the FCA under Part 
                                 VI of the Financial Services 
                                 and Markets Act 2000 (as amended), 
                                 and contained in the U.K. Listing 
                                 Authority's publication of 
                                 the same name 
 "London Stock Exchange"        London Stock Exchange plc 
 "Luxembourg"                   the Grand Duchy of Luxembourg 
 "Luxembourg Mandatory          Luxembourg law of 21 July 2012 
  Squeeze-Out and                on mandatory squeeze-out and 
  Sell-Out Law"                  sell-out of securities in companies 
                                 currently admitted or previously 
                                 admitted to trading on a regulated 
                                 market or having been offered 
                                 to the public 
 "Minimum Acceptance            Colt Shares representing such 
  Percentage"                    percentage of the issued and 
                                 to be issued share capital 
                                 and voting rights of Colt as 
                                 shall when aggregated with 
                                 the Colt Shares held, directly 
                                 or indirectly by Fidelity or 
                                 persons acting in concert with 
                                 Fidelity (as such term is defined 
                                 in the Luxembourg Mandatory 
                                 Squeeze-Out and Sell-Out Law), 
                                 directly or indirectly, represent 
                                 not less than 95 per cent. 
                                 in nominal value of the Colt 
                                 Shares in issue or to be issued 
                                 pursuant to any obligation 
                                 of Colt whether pursuant to 
                                 the exercise of any outstanding 
                                 subscription or conversion 
                                 rights or otherwise (or such 
                                 lesser percentage not being 
                                 less than 80 per cent. as BidCo 
                                 may decide of the issued share 
                                 capital of Colt) and not less 
                                 than 95 per cent. (or such 
                                 lesser percentage not being 
                                 less than 80 per cent. as BidCo 
                                 may decide) of the voting rights 
                                 carried by those Colt Shares. 
                                 For this purpose: 
                                 (i) all percentages of voting 
                                 rights, share capital and relevant 
                                 securities are to be calculated 
                                 by reference to the percentage 
                                 held and in issue excluding 
                                 Treasury Shares; 
                                 (ii) references to "Colt Shares 
                                 in issue or to be issued" are 
                                 to be construed in accordance 
                                 with Chapter 3 of Part 28 of 
                                 the Companies Act; 
                                 (iii) shares that have been 
                                 unconditionally allotted but 
                                 not issued shall be deemed 
                                 to carry the voting rights 
                                 that they will carry upon issue; 
                                 and 
                                 (iv) valid acceptances shall 
                                 be treated as having been received 
                                 in respect of any Colt Shares 
                                 which BidCo or any other member 
                                 of the Fidelity Group would 
                                 be treated for the purposes 
                                 of Part 28 of the Companies 
                                 Act as having acquired or contracted 
                                 to acquire by virtue of acceptances 
                                 of the Offer 
 "Offer"                      the all cash offer by BidCo 
                               for the issued and to be issued 
                               share capital of Colt not currently 
                               owned by Fidelity at the Offer 
                               Price, on the terms and subject 
                               to the Conditions to be set 
                               out in the Offer Document and 
                               related Form of Acceptance 
                               including, where the context 
                               requires, any subsequent revision, 
                               variation, extension or renewal 
                               of such offer 
 "Offer Document"               the document containing the 
                                 Offer to be sent to Colt Shareholders 
 "Offer Period"                 the period commencing on (and 
                                 including the date of this 
                                 announcement) and ending on 
                                 whichever of the following 
                                 dates shall be the latest: 
                                 (i) 3.00 p.m. (London time) 
                                 on the First Closing Date of 
                                 the Offer; (ii) the date on 
                                 which the Offer lapses; and 
                                 (iii) 3.00 p.m. on the date 
                                 on which the Offer becomes 
                                 or is declared unconditional 
                                 as to acceptances 
 "Offer Price"                  190 pence in cash for each 
                                 Colt Share 
 "Official List"                the Official List of the Financial 
                                 Conduct Authority 
 "overseas shareholders"        Colt Shareholders residing 
                                 in, or subject to, any jurisdiction 
                                 outside Luxembourg, the United 
                                 Kingdom or the United States 
 "Panel"                        the U.K. Panel on Takeovers 
                                 and Mergers 
 "Regulation"                   Council Regulation (EC) No139/2004 
 "Relationship Agreement"       the relationship agreement 
                                 entered into between FMR, FIL 
                                 and Infotech Fund I LLC (no 
                                 longer a shareholder in Colt) 
                                 and Colt amended and restated 
                                 on 11 December 2014 
 "Repurchase Offer"           the offer to be made following 
                               the Delisting to Colt Shareholders 
                               to repurchase Colt Shares in 
                               respect of which valid acceptances 
                               of the Offer have not been 
                               received at the Offer Price 
 "Restricted Jurisdiction"      any jurisdiction (other than 
                                 Luxembourg, the United Kingdom 
                                 or the United States) where 
                                 there is a significant risk 
                                 that the relevant action would 
                                 constitute a violation of the 
                                 relevant laws and regulations 
                                 of such jurisdiction or would 
                                 result in a requirement to 
                                 comply with any governmental 
                                 or other consent or any registration, 
                                 filing or other formality which 
                                 BidCo regards as unduly onerous 
 "Shareholders Resolutions"   the resolutions (whether or 
                               not amended and whether put 
                               to a show of hands or a poll) 
                               which are to be proposed at 
                               the Colt Shareholders Meeting 
                               (including any adjournment 
                               thereof) to approve: 
                               (i) termination of the Relationship 
                               Agreement; 
                               (ii) the Board Authority; and 
                               (iii) any resolution the passing 
                               of which is a condition to 
                               the Offer, and which might 
                               reasonably be expected to have 
                               an impact on the fulfilment 
                               of any Condition or is otherwise 
                               deemed by BidCo to be necessary 
                               for the implementation of the 
                               Offer 
 "subsidiary undertaking",    shall have the meanings given 
  "parent undertaking",        by the Companies Act 
  "associated undertaking" 
  and "undertaking" 
 "Takeover Directive"         Directive 2004/25/EC of the 
                               European Parliament and of 
                               the Council on Takeover Bids 
                               (Takeovers Directive) 
 "Third Party"                a central bank, government 
                               or governmental, quasi-governmental, 
                               supranational, statutory, regulatory, 
                               professional, environmental 
                               or investigative body or authority 
                               (including any anti-trust or 
                               merger control authority), 
                               court, trade agency, professional 
                               association, institution, works 
                               council, employee representative 
                               body or any other body or person 
                               whatsoever in any jurisdiction 
 "Treasury Shares"              any Colt Shares which are for 
                                 the time being held by or on 
                                 behalf of Colt or by Colt's 
                                 direct or indirect subsidiaries 
                                 or by companies on which Colt 
                                 can directly or indirectly 
                                 exercise a dominant influence 
                                 as such term is defined in 
                                 article 49bis of the Luxembourg 
                                 law of 10 August 1915 on commercial 
                                 companies 
 "U.K. Listing Authority"     the Financial Conduct Authority 
                               acting in its capacity as the 
                               competent authority for listing 
                               under Part VI of the Financial 
                               Services and Markets Act 2000 
 "U.K." or "United            the United Kingdom of Great 
  Kingdom"                     Britain and Northern Ireland 
 "U.S." or "United            the United States of America, 
  States"                      its possessions and territories, 
                               all areas subject to its jurisdiction 
                               or any subdivision thereof, 
                               any State of the United States 
                               and the District of Columbia 
 "Wider Colt Group"           the Colt Group and any other 
                               undertaking, body corporate, 
                               partnership, joint venture 
                               or person in which Colt and/or 
                               such undertakings (aggregating 
                               their interests) have a direct 
                               or indirect interest in 10% 
                               or more of the voting rights 
                               or equity share capital (as 
                               defined in the Companies Act) 
                               or the equivalent 
 "Wider Fidelity              BidCo, the Fidelity Group associated 
  Group"                       undertakings and any other 
                               undertaking, body corporate, 
                               partnership, joint venture 
                               or person in which BidCo, the 
                               Fidelity Group and/or such 
                               undertakings (aggregating their 
                               interests) have a direct or 
                               indirect interest in 10% or 
                               more of the voting rights or 
                               equity share capital (as defined 
                               in the Companies Act) or the 
                               equivalent

All times referred to are London time unless otherwise stated.

All references to "GBP", "pence", "sterling" or "GBP" are to the lawful currency of the United Kingdom.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFUKONRVNANARR

Colt Telecom (LSE:COLT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Haga Click aquí para más Gráficas Colt Telecom.

Colt Telecom (LSE:COLT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024

Datos

Noticias

Herramientas

Mercados

Descubrir

Hot Features

Follow Feed

Flujo de Opciones

Monitor

COLT Colt Grp S.A.

Noticias sobre Colt Telecom COLT

Su Consulta Reciente

Empresa

Negocios

Popular

Obtener la aplicación

Tendencias Ahora

Listas Principales

Datos

Noticias

Herramientas

Mercados

Descubrir

Hot Features

Follow Feed

Flujo de Opciones

Monitor

COLT Colt Grp S.A.

Noticias sobre Colt Telecom COLT

Su Consulta Reciente

Empresa

Negocios

Popular

Obtener la aplicación