Rule 8.3 - Venture Production

RNS Number : 5828V

3i Group PLC

13 July 2009

FORM 8.3

DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

(Rule 8.3 of the Takeover Code)

1. KEY INFORMATION

Name of person dealing (Note 1)	3i Group Plc and subsidiaries (3i Global Growth 2006-08 LP, 3i Pan European Growth 2006-08 LP, Global Growth Co-Invest 2006-08 LP and Oil, Gas & Power Co-Invest 2006-08 LP)
Company dealt in	Venture Production Plc
Class of relevant security to which the dealings being disclosed relate (Note 2)	3.25% Convertible Unsecured Bonds Due 2010
Date of dealing	10th July 2009

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

	Long	Short
	Number (%)	Number (%)
(1) Relevant securities	0* (0%*)	N/A
(2) Derivatives (other than options)	N/A	N/A
(3) Options and agreements to purchase/sell	N/A	N/A
Total	0* (0%*)	N/A

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

Class of relevant security: Ordinary shares 0.4p	Long	Short
	Number (%)	Number (%)
(1) Relevant securities	0	N/A
(2) Derivatives (other than options)	N/A	N/A
(3) Options and agreements to purchase/sell	N/A	N/A
Total	0	N/A

* See section 4 below (Other Information) for a description of the conditional sale of £75,500,000 3.25% Convertible Unsecured Bonds due 2010.

Class of relevant security:

Details

N/A

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale

Number of securities

Price per unit (Note 5)

Sale*

75,500,000* (50% of issued 3.25% convertible unsecured bonds due 2010)

£1 per £1 nominal

* See section 4 below (Other Information) for a description of the conditional sale.

(b) Derivatives transactions (other than options)

Product name,

e.g. CFD

Long/short (Note 6)

Number of securities (Note 7)

Price per unit (Note 5)

N/A

(i) Writing, selling, purchasing or varying

Product name,

e.g. call option

Writing, selling, purchasing, varying etc.

Number of securities to which the option relates (Note 7)

Exercise

price

Type, e.g. American, European etc.

Expiry

date

Option money

paid/received per unit (Note 5)

N/A

(ii) Exercising

Product name, e.g. call option

Number of securities

Exercise price per unit (Note 5)

N/A

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)

Details

Price per unit (if applicable) (Note 5)

N/A

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

Please note that the sale of £75,500,000 3.25% Convertible Unsecured Bonds due 2010 is conditional on the Panel on Takeovers and Mergers providing a binding inter partes ruling that the sale and purchase of the convertible bonds: (i) is not prohibited by Rule 16 of the City Code on Takeovers and Mergers (the 'Code') or Rule 5 of the Code; and (ii) does not trigger any obligations under Rule 6.1 of the Code, and such ruling of the Panel on Takeovers and Mergers not being successfully challenged or overturned.

Is a Supplemental Form 8 attached? (Note 9) NO

Date of disclosure	13th July 2009
Contact name	Andrew Haywood
Telephone number	0207 975 3327
If a connected EFM, name of offeree/offeror with which connected	N/A
If a connected EFM, state nature of connection (Note 10)	N/A