400M 2040 Bond Prospectus [PDF]

PROSPECTUS DATED 3 JUNE 2020 3I GROUP PLC (incorporated with limited liability in England and Wales with registered number 01142830) £400,000,000 3.750 per cent. Notes due 5 June 2040 Issue Price: 99.346 per cent. The £400,000,000 3.750 per cent. Notes due 5 June 2040 (the "Notes") will be issued by 3i Group plc (the "Issuer") on 5 June 2020 (the “Issue Date”). The Notes will be constituted by a trust deed to be dated on or about the Issue Date (such trust deed, as amended or supplemented from time to time, the "Trust Deed") between the Issuer and Citicorp Trustee Company Limited (the "Trustee"). The terms and conditions of the Notes are set out more fully in “Terms and Conditions of the Notes” below (the “Conditions”, and references herein to a numbered "Condition" shall be construed accordingly). The Notes will bear interest from (and including) the Issue Date to (but excluding) 5 June 2040 (the "Maturity Date") at a fixed rate of 3.750 per cent. per annum, payable semi-annually in arrear on 5 June and 5 December each year commencing on 5 December 2020. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed on the Maturity Date at their principal amount together with accrued and unpaid interest thereon. The Notes are subject to early redemption in whole (but not in part) at their principal amount together with accrued and unpaid interest thereon, subject to certain conditions, at the option of the Issuer at any time in the event of certain changes to the tax treatment of the Notes. The Notes may also be redeemed prior to their stated maturity at the option of the Issuer in whole (but not in part) at their principal amount as further described in Condition 6.3 (Redemption at the Option of the Issuer) and Condition 6.5 (Clean-up Call). Payments in respect of the Notes by or on behalf of the Issuer will be made without withholding or deduction for, or on account of, Taxes (as defined in the Conditions) imposed by or on behalf of the Relevant Jurisdiction (as defined in the Conditions), unless that withholding or deduction is required by law. In the event that any such withholding or deduction is made in respect of such payments, additional amounts may be payable by the Issuer, subject to certain exceptions, as more fully described in the Conditions. This Prospectus has been approved by the Financial Conduct Authority (the “FCA), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. 1 Application has been made to the FCA for the Notes to be admitted to the official list maintained by the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's regulated market (the "Regulated Market"), which is a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Regulated Market. The Notes will be issued in bearer form and will be offered and sold in denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. The Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") on or about the Issue Date. Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the "Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes"), without interest coupons, on or after 16 July 2020, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in the limited circumstances described under "Summary of provisions relating to the Notes while in Global Form". The Notes have not been, nor will they be, registered under the United States Securities Act 1933, as amended (the "Securities Act"). The Notes are being offered and sold outside the United States by the Managers (as defined in "Subscription and Sale" below) in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered or sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from the registration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person (as defined in the United States Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations thereunder), except in certain transactions permitted by U.S. Treasury regulations. The Notes are expected to be assigned a rating of Baa1 by Moody’s Investors Service Limited ("Moody’s") and BBB by S&P Global Ratings Europe Limited ("S&P"). Moody’s is established in the United Kingdom and S&P is established in the European Union and each is registered under Regulation (EC) No 1060/2009 as amended (the "CRA Regulation") and is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. You should read the whole of this Prospectus and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors described in the section entitled "Risk Factors" set out on pages 14 to 26 of this Prospectus, which you should read in full. Certain information in relation to the Issuer has been incorporated by reference into this Prospectus, as set out in "Documents Incorporated by Reference". Capitalised terms used but not otherwise defined in this Prospectus shall, unless the context requires otherwise, have the meaning given to them in the Conditions. Joint Lead Managers Barclays Citigroup Deutsche Bank 2 Co-Lead Managers Goldman Sachs International Société Générale Corporate & Investment Banking 3 IMPORTANT NOTICES This Prospectus constitutes a prospectus for the purpose of Article 6 of the Prospectus Regulation and contains the necessary information which is material to an investor for making an informed assessment of: (i) the assets and liabilities, profits and losses, financial position, and prospects of the Issuer; (ii) the rights attaching to the Notes; and (iii) the reasons for the issuance and its impact on the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus and declares that to the best of its knowledge, the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the FCA. None of the Managers or the Trustee has independently verified or confirmed the information contained in this Prospectus. No representation, warranty or undertaking, express or implied, is made by the Managers or the Trustee as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes. None of the Managers or the Trustee accepts liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. Each Manager and the Trustee accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Prospectus or any such information. No person is or has been authorised by the Issuer, the Managers or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Managers or the Trustee. Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Managers or the Trustee that any recipient of either this Prospectus or any other information supplied in connection with the Notes should purchase such Notes.

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