THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

3i Group plc ("i"), a leading international private equity company, announces that it has launched an offering (the "Offering") of c.£425 million unsecured Convertible Bonds due 2011 (the "Bonds").

3i is issuing the Bonds principally to refinance its existing €550m 1.375% convertible bonds which mature on 1 August 2008 (the "Existing Bonds"). 3i intends to use the net proceeds from the issue of the Bonds primarily either to purchase the Existing Bonds in the market or to redeem the Existing Bonds at maturity to the extent they have not, at maturity, been converted or purchased and cancelled, and for general corporate purposes.

The Bonds will be issued and redeemed at 100% of their principal amount and are expected to pay a coupon of between 3.625% and 4.125% per annum, payable semi-annually in arrear. The conversion price is expected to be set at a premium of between 25% and 30% above the volume weighted average price of 3i''s ordinary shares (the "Ordinary Shares") during the placement (the "Market Reference Price"). The terms of the Bonds provide that the exercise of each Bond''s conversion right will be settled by a cash payment as detailed in the terms and conditions of the Bonds. In no circumstances will Ordinary Shares be issued or delivered to holders of the Bonds upon conversion thereof. The number of Ordinary Shares notionally underlying the Bonds will be approximately 38.27 million Ordinary Shares, representing approximately 10% of 3i''s current issued Ordinary Share capital.

The final terms of the Bonds are expected to be announced later today with settlement expected on or around 29th May 2008.

3i will also enter into certain agreements (the "Call Spread Overlay") with Dresdner Kleinwort and Lehman Brothers, who are acting as joint bookrunners (the "Joint Bookrunners") of the Offering, in order to offset 3i''s exposure in relation to the Bonds and to raise the effective conversion premium to approximately 60% above the Market Reference Price. These agreements include (i) the purchase by 3i of cash-settled call options at the conversion price of the Bonds from the Joint Bookrunners relating to approximately 38.27m Ordinary Shares (the "Lower Call Options") and (ii) the sale to the Joint Bookrunners of call options over approximately 38.27m Ordinary Shares at the higher effective 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 obtaining appropriate authority from its shareholders, that the Upper Call Options will be 100 per cent physically settled by the issue of shares on any exercise. The effective conversion premium will be announced with the final terms of the Bonds. The Joint Bookrunners are expected to acquire Ordinary Shares in order to hedge their exposure under the Call Spread Overlay, which may result in significant volumes of trading in 3i''s Ordinary Shares.

The Joint Bookrunners may stabilise the Offering in accordance with the stabilisation rules of the Financial Services Authority. Application will be made to 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) -  020 7975 3115

Dresdner Kleinwort
Jonathan Roe / Ken Robins -  020 7623 8000

Lehman Brothers
Stephen Pull / Arshad Ghafur - 020 7102 1000