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A copy of this document, which comprises a prospectus relating to lastminute.com plc (""lastminute.com'') in accordance with the listing rules of the London Stock Exchange made under section 142 of the Financial Services Act 1986, has been delivered to the Registrar of Companies in England and Wales for registration in accordance with section 149 of that Act. Application has been made to the London Stock Exchange for all of the ordinary share capital of lastminute.com, issued and to be issued in connection with the oÅering described in this prospectus, to be admitted to the OÇcial List of the London Stock Exchange (""Admission''). Conditional dealings in the ordinary shares are expected to commence on the London Stock Exchange on March 14, 2000. It is expected that Admission will become eÅective and that unconditional dealings in the ordinary shares will commence on March 21, 2000. American Depositary Shares (""ADSs''), each representing Ñve ordinary shares and evidenced by American Depositary Receipts (""ADRs''), are expected to be approved for quotation on the Nasdaq National Market, subject to oÇcial notice of issuance, under the symbol LMIN. All dealings before the commencement of unconditional dealings will be of no eÅect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. The directors of lastminute.com, whose names appear on page 4, accept responsibility for the information contained in this prospectus. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this prospectus is in accordance with the facts and does not omit anything likely to aÅect the import of such information. This prospectus does not constitute an oÅer to sell or issue or the solicitation of an oÅer to buy or subscribe for ordinary shares or ADSs in any jurisdiction in which such oÅer or solicitation is unlawful and, in particular, is not for distribution into the United States, Canada, Australia or Japan. The ordinary shares have not been and will not be registered under the applicable securities laws of Canada, Australia and Japan and, subject to certain exceptions, may not be oÅered or sold within Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan. The distribution of this prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Prospective investors should be aware that an investment in lastminute.com involves a high degree of risk. In particular, prospective investors should consider ""Risk Factors'' in Part 1 of this prospectus. lastminute.com does not have a three-year trading record and has made its application for Admission under the provisions of Chapter 25 of the Listing Rules of the London Stock Exchange (""Innovative High Growth Companies''). lastminute.com plc (incorporated in England and Wales under the Companies Act 1985 with registered no. 3852152) OÅering of 33,000,000 ordinary shares at a price expected to be between 190 pence and 230 pence per share and admission to listing on the London Stock Exchange sponsored by Morgan Stanley & Co. International Limited Issued, and to be issued, Authorised Ordinary shares following fully paid(1) Number Amount closing of the offering Number Amount 10,053,660,000 100,536,600 Ordinary Shares of 1p each 150,332,505 1,503,325.05 (1) Assuming no exercise of the over-allotment option described below. In connection with the oÅering, Morgan Stanley Securities Limited, on behalf of the underwriters, may over-allot or eÅect transactions which stabilise or maintain the market price of the ordinary shares or ADSs at levels which might not otherwise prevail in the open market. Such transactions may be eÅected on the London Stock Exchange, the Nasdaq National Market, in the over-the-counter market or otherwise. Such stabilising, if commenced, may be discontinued at any time. In connection with the oÅering, lastminute.com will grant Morgan Stanley Securities Limited, on behalf of the underwriters, an option, exercisable within 30 days from the date the oÅering price is set, to acquire up to an aggregate of 4,950,000 additional ordinary shares (all or a portion of which may, at the election of Morgan Stanley Securities Limited, be in the form of ADSs) at the oÅering price to cover over-allotments, if any, made in connection with the oÅering and to cover short positions resulting from stabilisation transactions. Morgan Stanley & Co. International Limited and Morgan Stanley Securities Limited, which are regulated by The Securities and Futures Authority Limited, are advising lastminute.com and no one else in relation to the oÅering and will not be responsible to anyone other than lastminute.com for providing the protections aÅorded to their customers or for providing any advice in relation to the oÅering. MORGAN STANLEY DEAN WITTER CAZENOVE & CO. DEUTSCHE BANK DONALDSON, LUFKIN & JENRETTE WARBURG DILLON READ CONTENTS Page Page Basis on which this Document has been Part 6 Business ******************** 35 Prepared *************************** 2 Part 7 Accountants' Report ********* 60 Directors, Secretary, Registered Of®ce and Part 8 Pro Forma Balance Sheet of Advisers *************************** 4 the Group ****************** 88 Offering Statistics ********************* 5 Part 9 Accountants' Letter on Expected Timetable for the Offering ****** 5 Pro Forma Balance Sheet of Prospectus Summary******************* 6 the Group ****************** 89 Summary Financial and Other Data******* 7 Part 10 Regulation ****************** 90 The Offering ************************* 10 Part 11 Management **************** 93 Part 1 Risk Factors **************** 12 Part 12 The Offering **************** 99 Part 2 Use of Proceeds************** 22 Part 13 Additional Information ******* 103 Part 3 Dividend Policy ************** 22 Part 14 Applications and Allocations in Part 4 Selected Financial and Other the Retail Offering *********** 135 Data *********************** 23 Part 15 Terms and Conditions of Part 5 Management's Discussion and Application for the Retail Analysis of Financial Condition Offering ******************** 137 and Results of Operations***** 26 BASIS ON WHICH THIS DOCUMENT HAS BEEN PREPARED This prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about lastminute.com. Words like ``believe'', ``anticipate'', ``expect'', ``intend'', ``seek'', ``will'', ``plan'', ``could'', ``may'', ``might'', ``project'', ``goal'', ``target'' and similar expressions often identify forward-looking statements but are not the only way we identify these statements. These statements may be found in the Parts of this prospectus entitled ``Prospectus Summary'', ``Risk Factors'', ``Management's Discussion and Analysis of Financial Condition and Results of Operations'', ``Business'' and ``Regulation'' and in this prospectus generally. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including all the risks discussed in ``Risk Factors'', ``Management's Discussion and Analysis of Financial Condition and Results of Operations'', ``Business'' and ``Regulation''. This prospectus includes statistical data regarding lastminute.com, the Internet and the industries in which we operate. The statistical data that we have included in this prospectus are based on our records or are taken or derived from information published or prepared by various sources, including reports dated December 1998 and June 1999 by International Data Corporation, a provider of market and strategic information for the information technology industry, a report commissioned and paid for, in part, by us dated November 1998 by Fletcher Research Limited, a third-party market research organisation, and a report commissioned and paid for by us exclusively dated January 2000 by the British Market Research Bureau, a third-party market research organisation. This market data includes projections that are based on a number of assumptions, including the following: no catastrophic failure of the Internet will occur; the number of people on-line and the total number of hours spent on-line will increase signi®cantly over the next ®ve years; the value of on-line advertising dollars spent per on-line user hour will increase; the download speed of content will increase dramatically; and Internet security and privacy concerns will be adequately addressed. If any one or more of the foregoing assumptions turns out to be incorrect, the actual results may differ from the projections based on these assumptions. The Internet-related markets may not grow over the next several years at the rates projected by these market data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business, results of operations, ®nancial condition and the market price of our shares and ADSs. 2 In this prospectus, references to ``$'', ``U.S.$'', ``U.S. dollars'' and ``dollars'' are to the currency of the United States, and references to ``pounds sterling'',

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