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Attractive transaction which will provide Colt with scale and complementary capability in key Asian cities

Colt has a city-based expansion strategy, targeting customers operating in information intensive industries. KVH is present in Tokyo, the world’s number one city economy, as well as Singapore, Hong Kong and Seoul; providing a platform in four of Colt’s target cities for expansion

The Transaction will provide Colt with a platform to enter the APAC ICT services market, which is growing at c.12% per annum

Colt and KVH operate complementary businesses with similar technology and platforms, business models and product sets. KVH’s business is well known to Colt’s key management, which is expected to assist with implementing Colt’s integration plans

The Transaction will enhance Colt’s competitive position in serving multi-national customers (“MNCs”), which is expected to provide attractive opportunities for growth

The Transaction is expected to deliver annual cost and capex synergies of €8.5m by 2017

Total cash consideration of ¥18.595 billion (€130.3m), for 100% of KVH payable in cash on completion of the Transaction. The Transaction is to be fully funded through existing Colt cash resources and committed bank facilities

· Expected to be earnings and cash flow enhancing in the year ending 2016 and thereafter

· KVH is owned 100% by FMR, FIL and associates of FMR, and FIL. FMR, FIL and certain of their associaties are also shareholders of Colt. The Transaction constitutes a related party transaction which is subject to the approval of Independent Shareholders. Accordingly, a General Meeting will be held at 10.00 a.m. (Luxembourg time) on 16 December 2014 at K2 Building, Forte 1, 2a rue Albert Borschette, L-1246, Luxembourg at which the approval of the Company’s shareholders will be sought for the Transaction

· For the purposes of the statement by the Board that the Transaction is fair and reasonable as far as shareholders are concerned, the Fidelity Directors have not taken part in the Board’s consideration of the matter.

The Board, which has been so advised by Morgan Stanley, acting in its capacity as sponsor, considers that the terms of the Transaction are fair and reasonable as far as the Shareholders are concerned. In giving its advice, Morgan Stanley has taken account of the Board’s commercial assessment of the Transaction

The Board considers the Transaction to be in the best interests of Shareholders as a whole. Accordingly, the Board recommends that the Independent Shareholders vote in favour of the Related Party Resolution at the Extraordinary General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings of, in aggregate, 10,000 Ordinary Shares, representing approximately 0.001% of the Ordinary Shares currently in issue.

Introduction

Colt today announces that it has entered into an agreement for the purchase of KVH with FMR LLC, FIL Limited, InfoTech Fund I LLC and Asia Telecom Group L.P. (together, the “Sellers” or “Fidelity”) for cash consideration of ¥18.595 billion (equivalent to €130.3m based on the closing WM/Reuters Yen:Euro spot rate of 142.6647, as at 10 November 2014 (the “Transaction”). The Transaction is classified as a “related party transaction” under the Listing Rules due to the size of FMR LLC’s and FIL Limited’s shareholdings in Colt and because InfoTech Fund I LLC is an associate of FMR LLC, and Asia Telecom Group L.P. is an associate of both FMR LLC and FIL Limited. Therefore, the purchase of KVH requires the approval of the Independent Shareholders by ordinary resolution.

Background to and reasons for the Transaction

Colt strategy is focused on serving the needs of information intensive enterprise customers in key global information hubs through its information delivery platform, bringing together capability in networks, voice, data centres and IT solutions. Colt’s infrastructure is currently focused around major cities of Europe and we plan to expand this capability to other major global cities to better serve our multi-national customers (“MNCs”). KVH provides Colt with a platform for presence and growth in Asia. It offers its customers an information delivery platform similar to Colt, and serves a comparable customer base in the Asia Pacific region; in particular, KVH delivers network capability in four of the key global cities Colt has identified for expansion (Tokyo, Singapore, Hong Kong and Seoul). Colt expects KVH to grow revenues by around 7% in 2014, achieving growth both in its principal market in Japan and in the Asia Pacific region (“APAC”) outside Japan (being a relatively nascent element of the business currently revenues are modest but growing at over 30% per annum). Further revenue growth is expected to be sustained through recent and current investments in several initiatives in sales force, network and data centre expansion. KVH and Colt have compatible technological platforms, vendors, strategies and product sets, and the management of both businesses are well known to each other, minimising the risks of integration.

Colt strategy comprises three key elements and the acquisition of KVH fits well with each of these core strategic areas of focus:

a focus on information intensive industries and geographies.

Colt strategy is focused on targeting customers who operate in information intensive industry sectors, namely capital markets, media, business services (such as legal and insurance), fixed and mobile network operators and cloud service providers. For Colt to realise its strategy and better serve the needs of its MNCs, it is critical for Colt to have scale and operate within select global cities. KVH enables Colt to execute its geographic expansion strategy through entry into the growing APAC Information and Communication Technology (“ICT”) services market; a market currently growing at around 12% per annum.

making it easier for our customers to do business with us.

There is growing Enterprise customer demand for Colt to provide its products and services on a global basis. The Transaction will enhance Colt’s capability to deliver its seamless provision of network, data centre and IT services to MNCs across more geographies. The Combined Group will have a unique set of assets to deliver seamless services across Europe and Asia, facilitating incremental opportunities for growth.

better leveraging our existing infrastructure.

The Transaction will leverage Colt’s operating platform. Colt already provides outsourced delivery and assurance functions for KVH and Colt and KVH have existing trading relationships for services covering their respective territories of operation. The Combined Group will create revenue opportunities to remove duplication of operating and capex costs and revenue opportunities from cross-selling to customers of the Combined Group.