ALL CASH FINAL OFFER for COLT GROUP S.A. by Lightning Investors Limited an entity jointly owned by FMR LLC and FIL LIMITED

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1 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. by 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 1,720.3 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 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); 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 o the approval by a majority of Independent Colt Shareholders voting on a resolution to terminate the Relationship Agreement; and BidCo receiving acceptances (which are not, where permitted, withdrawn) in 1

2 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 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 2

3 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 Enquiries J.P. Morgan Cazenove (financial adviser to Fidelity) Mark Breuer Tel: +44 (0) 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. 3

4 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. Forwardlooking 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 4

5 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. 5

6 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 1. Introduction ALL CASH FINAL OFFER for COLT GROUP S.A. by Lightning Investors Limited an entity jointly owned by FMR LLC and FIL LIMITED 19 June 2015 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 o the approval by a majority of Independent Colt Shareholders voting on a resolution to terminate the Relationship Agreement; and 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. The Offer will be made on the following basis: for each Colt Share 190 pence in cash 6

7 The Offer Price will not be increased. The Offer values the entire issued and to be issued share capital of Colt at approximately 1,720.3 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 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); 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). 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 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 o 23.4 per cent. of Colt's issued share capital held by Independent Colt Shareholders; and 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 7

8 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 The current Relationship Agreement contains, inter alia, provisions relating to: (i) (ii) (iii) (iv) (v) 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; 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; 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; 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 of the Listing Rules (as modified by any waiver or dispensation granted by the U.K. Listing Authority); and 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. 8

9 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) (ii) 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; 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; 9

10 (iii) (iv) (v) (vi) (vii) (viii) the requirement to make an annual corporate governance declaration including on risk management and on application of corporate governance principles would no longer apply; subject to certain conditions, Colt would no longer have to produce consolidated financial statements; Colt's accounting standards may be changed from International Financial Reporting Standards to Luxembourg Generally Accepted Accounting Principles; the Market Abuse Regulation (Regulation 596/2014) would no longer apply, including the need to publish price-sensitive non-public information; 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 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 10

11 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 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) 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. 11

12 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 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- 12

13 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 13

14 or directors in a non-u.s. court for violations of the U.S. securities law. 14

15 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; Colt Shareholder resolutions 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; (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 15

16 (C) in so far as the Offer constitutes a concentration with a Community dimension within the scope of the Regulation: (i) (ii) (iii) (iv) 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; 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; 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 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 16

17 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) (ii) (iii) (iv) (v) (vi) 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; 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; 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); 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; 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; 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); 17

18 (vii) (viii) (ix) (x) 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; 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; 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 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 18

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