Over-allotment exercise

3i Group PLC
17 July 2003

3i Group plc

17 July 2003

This announcement is not for publication or distribution or release in the 
United States, Canada, Australia or Japan

ANNOUNCEMENT OF EXERCISE OF OVER-ALLOTMENT OPTION

3i Group plc (the 'Company') announces that in connection with the issue by it
of 1.375 per cent Convertible Bonds due 2008 (the 'Bonds') Merrill Lynch
International has informed the Company that it has exercised the over-allotment
option over a further Euro 50,000,000 in principal amount of Bonds. Following
exercise of this option, the total size of the issue of Bonds by the Company is
Euro 550,000,000 in principal amount (the 'Issue').

This press release has been issued by 3i Group plc and is directed in the United
Kingdom exclusively at persons who have professional experience in matters
relating to investments falling within Article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001. Any investment or investment
activity to which this press release relates will be engaged in only with such
persons. Persons who do not have professional experience in matters relating to
investments should not rely on any information provided in this press release.
The information in this press release is not to be considered to constitute any
advice or recommendation with respect to such investments or other financial
instruments.

This announcement does not constitute or form part of an offer, or solicitation
of an offer to purchase or subscribe for any Bonds. Prices and values of Bonds
may go down as well as up. Past performance is no guide to future performance
and persons needing advice should consult an independent financial adviser.

This announcement is not for publication, distribution or release in or into the
United States, Canada, Australia or Japan. This announcement does not constitute
or form part of an offer or solicitation of an offer to purchase or subscribe
for securities in the United States, Canada, Australia or Japan.

The Bonds have not been and will not be registered under the US Securities Act
of 1933 as amended (the 'Securities Act') and may not be offered or sold in the
United States or to or for the account or benefit of US persons (as such term is
defined in Regulation S under the Securities Act), absent registration or an
exemption from registration. No public offering of securities is being made in
the United States.

Merrill Lynch International is acting for 3i Group plc in relation to the Issue
and no one else and will not be responsible to anyone other than 3i Group plc
for providing the protections afforded to their respective clients, nor for
providing any advice in relation to the Issue, the contents of this document or
any transaction or arrangement referred to herein.

Stabilisation/FSA


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