B Shares - Initial Offer

3i Group PLC
24 July 2006



3i Group plc
24 July 2006

                                                                    24 July 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


3i Group plc (the 'Company') has appointed Dresdner Kleinwort Wasserstein
Securities Limited and Merrill Lynch International (together, the 'Brokers') for
the purposes of the Initial Purchase 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, the Brokers hereby agree to purchase, acting as
principals, 531,418,368 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which valid elections have been received and not withdrawn in favour of, or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 Initial Purchase 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 Initial Purchase Offer on or
around 27 July 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 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 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
Angus Kerr, Dresdner Kleinwort Wasserstein Securities Limited      020 7623 8000
Patrick Bowes, Merrill Lynch International                         020 7628 1000



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 Initial Purchase 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