B Shares - Company Offer

3i Group PLC
04 September 2006



3i Group plc

4 September 2006





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 - Company Offer



3i Group plc (the 'Company') has appointed Dresdner Kleinwort Wasserstein
Securities Limited  ('Dresdner Kleinwort') for the purposes of the Company Offer
as defined in and to be implemented in accordance with the Company's circular to
Shareholders dated 15 June 2006 (the 'Circular').


As contemplated in the Circular, Dresdner Kleinwort hereby agrees to purchase,
acting as agent for the Company, 11,111,911 B Shares, being the number of B
Shares in respect of which valid elections have been received and not withdrawn
in favour of participation in the Company Offer, in an on-market transaction on
the terms set out in the Circular.  The Company, through Dresdner Kleinwort,
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 payments
will be made to relevant Shareholders through the Bankers Automated Clearing
System, as appropriate, in respect of the proceeds of the B Shares purchased
under the Company Offer on or around 11 September 2006.  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
balances 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 VIII (Definitions) of the Circular.


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


For further information

Patrick Dunne, Group Communications Director, 3i Group plc        020 7975 3283



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 there from 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 Company 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 Initial Purchase
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.






                      This information is provided by RNS
            The company news service from the London Stock Exchange