Acquisition

3i Group PLC
19 February 2001







                                 Announcement


                                 3i Group plc

                                  www.3i.com




19 February 2001




           3i in recommended joint cash offer for Atle AB of Sweden


3i Group plc ('3i'), Europe's leading venture capital company, announces that
it is making a recommended joint cash offer ('the Offer') for the entire
issued share capital of Atle AB ('Atle'). Atle is Sweden's leading quoted
private equity investor, focusing on small and medium-sized unlisted
companies. 3i is making the Offer with Ratos AB ('Ratos'), through their
jointly owned company Woodrose Invest AB ('Woodrose'). The Offer by Woodrose
values the issued share capital of Atle at SEK 8.3 billion (£579.9 million).


Following completion of the Offer, Atle's existing portfolio of just over 100
private equity and technology investments will be divided between 3i and Ratos
in the approximate ratio 60:40 by value. The majority of Atle's investment
team will join 3i's recently established office in Stockholm. This team will
become the nucleus of 3i's investment business in Sweden.


The Offer by Woodrose for Atle


  * The Offer is SEK 153 in cash per Atle share.


  * The Offer is conditional, inter alia, on Atle's interest in Studsvik, a
    supplier of products and services to the nuclear power industry, being
    demerged by way of dividend in specie to Atle shareholders. A resolution
    proposing this dividend will be put to Atle shareholders at Atle's Annual
    General Meeting, which is expected to be held on 19 April 2001. The Board
    of Atle is recommending Atle shareholders to vote in favour of this
    resolution.

  * The Board of Directors of Atle is unanimously recommending Atle
    shareholders to accept the Offer. The Board's recommendation is supported
    by a fairness opinion from Carnegie, Atle's financial adviser. Atle
    shareholders representing in aggregate 30.5% of Atle's issued share
    capital have irrevocably undertaken to accept the Offer.


Atle

Atle is Sweden's leading quoted private equity investor focusing on small and
medium-sized unlisted companies. Its shares are listed on the A-List of the OM
Stockholm Exchange.


Atle's portfolio comprises investments in just over 100 private companies in a
broad range of sectors. Most of the investee companies are based in Sweden and
operate mainly in the Nordic region. Typically, Atle makes around 20-30
investments and divestments each year. Atle is based in Stockholm and employs
40 people including 20 investment managers.


The most recent published financial information for Atle is contained in its
unaudited interim accounts for the nine months ended 30 September 2000. These
showed consolidated net assets (including Studsvik) of SEK 4,991 million (£
346.8 million) and a consolidated profit before taxation of SEK 660 million (£
45.9 million). Atle's audited accounts for the year ended 31 December 1999
showed consolidated net assets (including Studsvik) of SEK 4,820 million (£
334.9 million) and a consolidated profit before taxation of SEK 1,008 million
(£70.0 million).


Effect of the transaction on 3i

Following completion of the Offer, Atle's investment portfolio will be divided
between 3i and Ratos in the approximate ratio of 60:40 by value. A total of 75
investments will be transferred to 3i. A total of 10 investments, primarily
majority holdings, will be split between 3i and Ratos. One wholly-owned
investment and one listed holding will be transferred to Ratos. The remaining
portfolio of 19 investments will be jointly owned by Ratos and 3i.


It is proposed that the majority of Atle's employees will join 3i's recently
established office in Stockholm and become the nucleus of 3i's investment
business in Sweden; a small team will manage the jointly-owned investments and
one executive will join Ratos.


Woodrose is a Swedish company formed for the purpose of making the
acquisition. 3i and Ratos have each subscribed 50% of its share capital and
have respectively made available committed loan facilities in amounts
reflecting the division of Atle's investment assets and business between 3i
and Ratos.


Through its participation in Woodrose, 3i is effectively paying a total cash
consideration of SEK 5,224 million (£363.0 million) to acquire a portfolio of
85 directly held investments in Sweden and a 50% interest in a further
portfolio of 19 investments held jointly with Ratos.


Atle carries its investment assets on its balance sheet at cost. 3i has made
its own valuation of these assets, incorporating its own estimate of
unrealised valuation uplift. 3i's estimated valuation of the net assets it is
acquiring in this transaction is SEK 4,939 million (£343.2 million).


Ratos

3i's partner in this joint bid is Ratos, a private equity firm quoted on the
O-List of the OM Stockholm Exchange.


Ratos's business concept is to maximise shareholder value through professional
and responsible management of its investments, including an active involvement
in the governance of its portfolio companies. The investment strategy is to
focus on medium sized and large companies, in which Ratos's ownership amounts
typically to 20-50%.


Ratos's stated shareholders' equity was SEK 6,571 million (£456.6 million) on
30 September 2000. Ratos's market capitalisation is approximately SEK 6,750
million (£469.0 million).


Background to and reasons for the transaction

3i's strategy in continental Europe has been to complete its network in all
the major economies. This transaction enables 3i to acquire a portfolio of
investments in Swedish unlisted companies and to acquire a business which is
very well established in the Swedish private equity market.


Timetable

An offer document from Woodrose setting out the detailed terms of the Offer is
expected to be distributed to the shareholders of Atle in early March. The
acceptance period for the Offer is expected to run from mid-March until
shortly after Atle's AGM, which is expected to be on 19 April 2001. The
condition relating to the demerger of Studsvik is not capable of being
fulfilled before that time.


Comments

Brian Larcombe, Chief Executive of 3i, commented:


        'We have been looking for the right opportunity in Sweden and this
        transaction gives us a first class investment team, and a strong
        market position and portfolio. We look forward to welcoming the Atle
        team into 3i.'


Lars Gardo, Chief Executive of Atle, stated:


        'We have known 3i and Ratos for some time and I have no doubt that
        this transaction is a highly satisfactory outcome for Atle and its
        shareholders, its employees and portfolio companies.'


This will be the fourth acquisition 3i has made in continental Europe since
the beginning of last year. Alan MacKay, 3i's Managing Director for the Nordic
Region, commented:


        'Within the Nordic region, Sweden is the largest market and is at the
        heart of our Nordic strategy. This transaction gives us an investment
        team which has built a very good track record under the leadership of
        Lars Gardo, and an attractive portfolio of existing investments. We
        are also pleased to be working jointly with Arne Karlsson of Ratos in
        making the bid. We believe there will be opportunities to work
        together with Ratos in the future on investment transactions.'






London and Stockholm, 19 February 2001


For further information, please contact


3i London:      Liz Hewitt            [phone]

3i Stockholm:     Alan MacKay          + 46 (0) 8 679 7520

Atle:          Lars Gardo          + 46 (0) 8 506 101 11


Notes to Editors:


3i Group plc


3i is Europe's leading venture capital company, with 38 offices in three
continents.


3i brings capital, knowledge and connections to the creation and development
of businesses around the world. It invests in a wide range of opportunities
from start-ups to buy-outs and buy-ins, focusing on businesses with high
growth potential and strong management.


In the six months to 30 September 2000, an average of £7.2 million (including
co-investment funds) was invested each working day. At 30 September 2000 3i
had investment assets of approximately £7.2 billion.