RNS Number : 6041U
3i Group PLC
15 May 2008

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION ORDISTRIBUTION IN OR INTO THE UNITEDSTATES,CANADA,JAPANORAUSTRALIA


15May2008

3iGroupplc-Offering of£430millionConvertible Bondsdue 2011

3iGroupplc ("3i"), a leading international private equitycompany, announcedtheoffering(the "Offering")of£430millionunsecured Convertible Bonds due 2011(the"Bonds").

3iis issuing the Bondsprincipallytorefinance its existing ?550m 1.375% convertible bondswhich mature on1 August 2008(the "Existing Bonds"). 3iintendstouse thenetproceedsfrom theissueof the BondsprimarilyeithertopurchasetheExistingBondsin the marketor toredeem theExistingBondsat maturity to the extenttheyhavenot,at maturity,been converted or purchasedand cancelled, andfor general corporate purposes.

The Bonds will be issuedand redeemedat 100%of their principal amountandwillpay a coupon of3.625%per annum, payablesemi-annually in arrear. The conversion price is set at£11.3181, which representsa premium of28.5%over the reference share price of3i's ordinary shares (the "Ordinary Shares") set at£8.807869(the "Reference Share Price").The terms of the Bonds provide that the exercise ofeach Bond'sconversion right will be settled by a cash paymentas detailed in the terms and conditions of the Bonds. In no circumstances will Ordinary Shares be issued or delivered to holders of the Bondsupon conversionthereof. The number of Ordinary Sharesnotionallyunderlying the Bonds will beapproximately 38.0million Ordinary Shares, representing9.9% of 3i's current issued Ordinary Share capital.

Settlementof the Offeringisexpected on or around29thMay2008.


3ihasalso enteredintocertainagreements(the "Call Spread Overlay")with Dresdner Kleinwort and Lehman Brothers, who actedas joint bookrunners (the "Joint Bookrunners") of the Offering,in ordertooffset3i's exposure in relation to the Bonds and toraise the effective conversion premiumto 60%above the ReferenceSharePrice.These agreementsinclude(i)the purchase by 3i of cash-settled call optionsat the conversion price of the Bondsfrom the Joint Bookrunnersrelating toapproximately 38.0millionOrdinary Shares(the "Lower Call Options")and(ii)the sale to the Joint Bookrunners ofcall optionsoverapproximately 38.0 millionOrdinary Sharesat thehighereffective conversion premium(the "Upper Call Options").The Lower Call Options are cash settled throughout their life. The Upper Call Options will initially be 50 per cent cash settled and 50 per cent physically settled by the issue of shares by 3i on any exercise of these options.However, 3i may elect, subject to obtainingappropriateauthority from its shareholders, that the Upper Call Optionswill be 100 per centphysicallysettled by theissue of shares on any exercise.The Joint Bookrunners are expected tocontinue toacquireOrdinaryShares in order to hedge their exposure underthe Call Spread Overlay,which mayresult insignificant volumes of trading in 3i's Ordinary Shares.

The Joint Bookrunnersmay stabilise the Offering in accordance with the stabilisation rules of the Financial Services Authority.

Application will be madeto the UK Listing Authority to list the Bonds on the Professional Securities Market of the London Stock Exchange.

Enquiries:

3i Group plc Maureen Rawlins (Group Treasurer) Tel: 020 7975 3115

Dresdner Kleinwort
Jonathan Roe / Ken Robins Tel: 020 7623 8000

Lehman Brothers Stephen Pull / Arshad Ghafur Tel:0207102 1000

Dresdner Bank AG London Branch, which isauthorisedby BAFin and by the Financial Services Authority and which is regulated by the Financial Services Authority for the conduct of designated investment business in the United Kingdom, is acting for 3iGroupplc and for no-one else in connection with the contents of this document and will not be responsible to anyone other than 3iGroupplc for providing the protections afforded to clients of Dresdner Bank AG London Branch, or for affording advice in relation to the contents of this document or any other matters referred to herein.


Lehman Brothers International (Europe), which is authorisedand regulated by the Financial Services Authority for the conduct of designated investment business in the United Kingdom, is acting for 3iGroupplc and for no-one else in connection with the contents of this document and will not be responsible to anyone other than 3iGroupplc for providing the protections afforded to clients of Lehman Brothers International (Europe),or for affording advice in relation to the contents of this document or any other matters referred to herein.

This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.

The Bonds and the Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 and are subject toUStax law requirements. Accordingly, these securities may not be offered, sold or delivered in theUnited Statesor to US persons and this notice is not an offer of the securities.

Stabilisation/FSA

In connection with theissue of the Bonds,Dresdner Kleinwort Securities Limitedor any agent ofDresdner Kleinwort Securities Limited(the "Stabilising Manager") may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds and the Ordinary Shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the StabilisingManager) will undertake stabilisation action. Such stabilisation, if begun, may be ended at any time, and must be brought to an end after a limited period. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of theStabilising Manager) in accordance with all applicable laws and rules..

This press release is for information only and does not constitute an offer to sell, purchase, exchange or transfer any securities or a solicitation of any such offer. This communication is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engagedin only with relevant persons.

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