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Notice to Bondholders

8th Jul 2005 16:09

3i Group PLC08 July 2005 3i Group plc : Notice to Bondholders The following is the full text of a notice sent on 8 July 2005 to the holders ofthe Company's Euro 550,000,000 1.375 per cent Convertible Bonds due 2008 inrelation to the 3i Group plc share capital consolidation and special dividendannounced previously. NOTICE TO BONDHOLDERS Common Code: 017271709 ISIN: XS0172717091 3i Group plc (the "Issuer") Euro 550,000,000 1.375 per cent Convertible Bonds due 2008 convertible into ordinary shares of 3i Group plc (the "Bonds") NOTICE IS HEREBY GIVEN to the holders of the Bonds (the "Bondholders") inaccordance with Clause 7.1 of the Trust Deed dated 1st August 2003 (the "TrustDeed") between the Issuer and The Law Debenture Trust Corporation p.l.c. astrustee and Condition 17 of the Terms and Conditions of the Bonds that theConversion Price (as defined in the Trust Deed) is to be adjusted as describedin this notice. As a result of the announcement by the Issuer on 12 May 2005 of a consolidationof the ordinary shares of 3i Group plc (the "Company"), approved at the Issuer'sextraordinary general meeting held on 6 July 2005 (the "EGM"), the Issuer herebynotifies Bondholders that the Conversion Price is to be adjusted from £8.416757per ordinary share to £8.94 per ordinary share, pursuant to Condition 6(b)(i) ofthe Terms and Conditions of the Bonds. The adjustment will take effect from andincluding the date the consolidation becomes effective, which is expected to be11 July 2005. On or after 11th July 2005, the number of Ordinary Shares to be delivered perbond on the exercise of a Conversion Right, calculated pursuant to Condition 6of the Terms and Conditions of the Bonds, shall be 42. As a result of the announcement of the Issuer on 12 May 2005 of a specialdividend of 40.7 pence per existing ordinary share (the "Special Dividend"), thecondition to payment of which was approved at the Issuer's EGM, the Issuerhereby notifies Bondholders that the Conversion Price is to be adjusted inaccordance with Condition 6(b)(iii) of the Terms and Conditions of the Bondsfrom £8.94 per ordinary share to £8.38 per ordinary share. The adjustment willtake effect from and including the date of payment, which is expected to be 22July 2005. In accordance with Condition 6(c) of the Terms and Conditions of theBonds, if the Conversion Date in relation to any Bond shall be after the recorddate for the Special Dividend, 8 July 2005, but before the date of payment, aretroactive adjustment will be made in respect of such Bond, as if theadjustment had in fact been made and become effective immediately after thatrecord date. On or after 22nd July 2005, the number of Ordinary Shares to be delivered perbond on the exercise of a Conversion Right, calculated pursuant to Condition 6of the Terms and Conditions of the Bonds, shall be 45. By 3i Group plc Dated 7 July 2005 This information is provided by RNS The company news service from the London Stock Exchange

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3i Group
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Value9,120.31
Change-18.06