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Rights Issue Prospectus

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Rights Issue Prospectus THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (‘‘FSMA’’) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. Subject to the restrictions set out below, if you sell or have sold or otherwise transferred all of your Ordinary Shares (other than ex-rights) in certificated form before 28 May 2009 (the ‘‘Ex-Rights Date’’) please send this document, together with any Provisional Allotment Letter, duly renounced, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that those such documents should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to, the United States and the other Excluded Territories. If you sell or have sold or otherwise transferred all or some of your Ordinary Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in Part 4 of this document and in the Provisional Allotment Letter. The distribution of this document and/or the Provisional Allotment Letters and/or the transfer of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares through CREST or otherwise, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, the documents should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories. The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares are not transferable, except in accordance with, and the distribution of this document is subject to, the restrictions set out in paragraph 7 of Part 4 of this document. No action has been taken by 3i, J.P. Morgan Cazenove or the Underwriters that would permit an offer of the New Ordinary Shares or rights thereto or possession or distribution of this document or any other offering or publicity material or the Provisional Allotment Letters, the Nil Paid Rights or the Fully Paid Rights in any jurisdiction where action for that purpose is required, other than in the United Kingdom. 3i Group plc (incorporated in England and Wales with registered number 1142830) Proposed 9 for 7 Rights Issue of 542,060,391 New Ordinary Shares at 135 pence per share J.P. Morgan Cazenove Merrill Lynch International Joint Sponsor, Joint Sponsor, Joint Bookrunner, Joint Bookrunner and Joint Global Co-ordinator and Joint Global Co-ordinator Lead Financial Adviser to the Rights Issue Rothschild Financial Adviser to the Company Citi, RBS Hoare Govett Joint Lead Managers Lloyds TSB Corporate Markets, Socie´ te´ Ge´ ne´ rale Corporate & Investment Banking Co-Lead Managers This document comprises a prospectus prepared in accordance with the Prospectus Rules of the UK Listing Authority made under Section 73A of FSMA and has been approved by the Financial Services Authority (the ‘‘FSA’’) in accordance with Section 85 of FSMA. The Company has requested that the FSA provides a certificate of approval and a copy of this document to the Financial Regulator in Ireland. A copy of this document will be filed with the FSA in accordance with paragraph 3.2.1 of the Prospectus Rules. This document, together with the documents being incorporated by reference (as set out in Part 9 of this document), will be made available to the public in accordance with paragraph 3.2.1 of the Prospectus Rules by the same being made available at www.3igroup.com. This document can also be obtained from the Company by written request to the Company’s Receiving Agent, Equiniti Limited, of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone through the Shareholder Helpline, the details of which are set out on page 23 of this Prospectus. The Existing Ordinary Shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities. Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares (nil paid) will commence at 8:00 a.m. (London time) on 28 May 2009. The whole of this document should be read. Your attention is drawn to the section entitled ‘‘Chairman’s Letter’’ which is set out in Part 1 of this document. Please refer to the section of this document entitled ‘‘Risk Factors’’ for a description of important factors, risks and uncertainties that may affect 3i’s business, the Rights Issue and the New Ordinary Shares and which should be taken into account when considering whether to take up rights under the Rights Issue. Notice of a General Meeting of the Company to be held at the offices of J.P. Morgan Cazenove at 20 Moorgate, London EC2R 6DA at 9.30 a.m. on 27 May 2009, together with a Proxy Form for use at the General Meeting are enclosed with the Circular which is being sent separately to Shareholders today. The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (‘‘US Securities Act’’), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, to (or for the account or benefit of) any US person as defined in Regulation S of the Securities Act (‘‘US Persons’’), OR within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States or Canada. The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights any Provisional Allotment Letters or the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the ‘‘US Investment Company Act’’), and investors will not be entitled to the benefits of that Act. US Persons who are Shareholders will only be able to participate in the Rights Issue if they are both (i) qualified purchasers, as defined in section 2(a)(51) of the US Investment Company Act (‘‘Qualified Purchasers’’) and (ii) Qualified Institutional Buyers (as defined below). US Persons who may be eligible to participate in the Rights Issue may be required to bear the financial risk of an investment in the New Ordinary Shares for an indefinite period. Further, no purchase, sale or transfer of New Ordinary Shares may be made unless such purchase, sale or transfer will not result in the Company being required to register as an investment company under the US Investment Company Act or potentially being in violation of such Act or the rules and regulations promulgated thereunder. New Ordinary Shares acquired by any US Person as provided for in Paragraph 7 of Part 4 are not transferable except in compliance with the restrictions described in such paragraph. In addition, prospective investors should note that the New Ordinary Shares may not be acquired by investors using assets of (i) any employee benefit plan subject to Title I of the US Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’), (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Internal Revenue Code of 1986, as amended (the ‘‘US Tax Code’’), (iii) entities whose underlying assets are considered to include ‘‘plan assets’’ of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, non US plan or other investor whose purchase or holding of New Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the regulations issued by the US Department of Labor set forth at 29 CFR section 2510.3-101, as modified by section 3(42) of ERISA.
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