NOTICE TO BONDHOLDERS
ISIN: XS0364710425
3i Group plc (the 'Issuer')
£430,000,000 3.625 per cent. Convertible Bonds due 2011 (the 'Bonds')
4 June 2009
NOTICE IS HEREBY GIVEN to the holders of the Bonds (the 'Bondholders') in accordance with Clause 7.1 of the Trust Deed dated 29 May 2008 between the Issuer and The Law Debenture Trust Corporation p.l.c. as trustee (the 'Trust Deed') and Condition 17 of the terms and conditions of the Bonds (the 'Conditions') that, following the rights issue (the 'Rights Issue') announced on 8 May 2009, the Conversion Price has been adjusted in accordance with Condition 6(b)(iv) of the Conditions.
On 8 May 2009 the Issuer announced a 9 for 7 Rights Issue to raise approximately £700 million (net of expenses) through the issue of 542,060,391 new Ordinary Shares at 135 pence per new Ordinary Share, at a discount to the theoretical ex-rights price of 39.8% when calculated by reference to the closing price of 339 pence per Ordinary Share on 7 May 2009 (being the last business day before the announcement of the terms of the Rights Issue).
As a result of the Rights Issue, and in accordance with the terms of Condition 6(b)(iv) of the Conditions, the Conversion Price has been adjusted to £7.51 (seven pounds and fifty one pence), effective from 28 May 2009 (being the first date on which the new Ordinary Shares were traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange).
Unless otherwise defined, capitalised terms used in this notice shall have the meanings given to them in the Conditions.
For further information please contact Maureen Rawlins, Group Treasurer, 3i Group plc on +44 (0) 20 7975 3115.