B shares - Brokers Offer

3i Group PLC
23 July 2007




                                                                    23 July 2007


This document should not be transmitted, distributed, published or released in
whole or in part in or into Australia, Canada, Japan or the United States of
America or in or into any other jurisdiction in which such act would constitute
a violation of any relevant laws of such jurisdiction.


                                  3i Group plc


                              Purchase of B Shares



3i Group plc (the 'Company') has appointed Dresdner Kleinwort Securities Limited
and Lehman Brothers International (Europe) (together, the 'Brokers') for the
purposes of the Brokers' Offer as defined in, and to be implemented in
accordance with, the Company's circular to Shareholders dated 14 June 2007 (the
'Circular').


As contemplated in the Circular, the Brokers hereby agree to purchase, acting as
principals, 606,882,529 B Shares, being the number of B Shares in respect of
which valid elections have been received and not withdrawn in favour of, or
which have defaulted to, participation in the Brokers' Offer, in an on-market
transaction on the terms set out in the Circular.  The Brokers will purchase B
Shares for 127 pence each, free of all dealing expenses and commissions.


It is expected that cheques will be sent to relevant Shareholders or relevant
Shareholders will have their CREST accounts credited, as appropriate, in respect
of the proceeds of the B Shares purchased under the Brokers' Offer on or around
26 July 2007.  It is expected that sales advices and balance B Share
certificates will be sent to relevant Shareholders, and CREST accounts of
relevant Shareholders credited with any balance of B Shares, on or around the
same date.


Notes:


All defined terms not otherwise defined in this announcement shall bear the
meanings given in Part 10 (Definitions) of the Circular.


Further information and copies of the Circular can be found on the Company's
investor relations website at http://www.3igroup.com.


For further information

Patrick Dunne, 3i Group plc                                  020 7975 3283
Alex Reynolds, Dresdner Kleinwort Securities Limited         020 7623 8000
Stephen Pull, Lehman Brothers International (Europe)         020 7103 1095


Additional Information:


None of the B Shares has been or will be registered under the US Securities Act
of 1933 or any state securities laws of the United States.  Accordingly, none of
the B Shares may be offered, transferred or sold in the United States or
elsewhere by Shareholders unless pursuant to a transaction that has been
registered under the US Securities Act of 1933 and the relevant state securities
laws or that is not subject to the registration requirements of the US
Securities Act of 1933 or such laws, either due to an exemption therefrom or
otherwise.


None of the B Shares nor this announcement has been approved, disapproved or
otherwise recommended by any US federal or state securities commission nor have
such authorities confirmed the accuracy or determined the adequacy of this
announcement.  Any representation to the contrary is a criminal offence in the
United States.


The Board has made no recommendation to individual Shareholders as to whether or
not they should actually participate in the Brokers' Offer or in any of the
other B Share Offers as this is a matter for each Shareholder to decide
depending, amongst other things, on his or her individual tax position and
objectives.  Shareholders should note that under the terms of the B Share
Offers, there will not be any difference in the price paid per B Share between
the Brokers' Offer, the Company Offer and either of the Future Purchase Offers
(if made).  Shareholders in any doubt as to their position should seek their own
independent advice from a suitably qualified person.


Dresdner Kleinwort Securities Limited and Lehman Brothers International
(Europe), which are authorised and regulated by the Financial Services
Authority, are acting for 3i Group plc and for no-one else in connection with
the contents of this document and will not be responsible to anyone other than
3i Group plc for providing the protections afforded to customers of Dresdner
Kleinwort Securities Limited or Lehman Brothers International (Europe), or for
affording advice in relation to the contents of this announcement or any matters
referred to herein.







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