Bond 3i Group 3.75% ( XS2178611526 ) in GBP

3i Group

76.4 % ▲

United Kingdom

XS2178611526 ( in GBP )

3.75% per year ( payment 2 times a year)

04/06/2040

Prospectus brochure of the bond 3i Group XS2178611526 en GBP 3.75%, maturity 04/06/2040

05/06/2025 ( In 82 days )

3i Group is a leading international investment firm focused on private equity, infrastructure, and credit investments across Europe and Asia.

The Bond issued by 3i Group ( United Kingdom ) , in GBP, with the ISIN code XS2178611526, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/06/2040

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") wil be issued by 3i Group plc (the "Issuer") on
5 June 2020 (the "Issue Date"). The Notes wil 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 ful y in "Terms and
Conditions of the Notes" below (the "Conditions", and references herein to a numbered "Condition" shal be construed
accordingly).
The Notes wil 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-annual y in arrear on 5 June and 5 December each year
commencing on 5 December 2020.
Unless previously redeemed or purchased and cancel ed, the Notes wil 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 Cal ).
Payments in respect of the Notes by or on behalf of the Issuer wil 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 ful y 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 of icial list maintained by the FCA (the "Official
List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admit ed 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 I "). References in this Prospectus to the Notes being "listed" (and al related
references) shal mean that the Notes have been admitted to the Of icial List and have been admitted to trading on the
Regulated Market.
The Notes wil be issued in bearer form and wil be of ered and sold in denominations of £100,000 and integral multiples
of £1,000 in excess thereof up to and including £199,000. The Notes wil initial y be represented by a temporary global
note (the "Temporary Global Note"), without interest coupons, which wil 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 wil 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
wil 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 wil they be, registered under the United States Securities Act 1933, as amended (the
"Securities Act"). The Notes are being of ered 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 of ered 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 of ered, 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 permit ed 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, sel 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 ful .
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 shal , 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 (i i) 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 al documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus
shal 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 al 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. Each investor contemplating purchasing the Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer. Neither this Prospectus nor any other information supplied in connection with the
Notes constitutes an offer or invitation by or on behalf of the Issuer the Managers or the Trustee
to any person to subscribe for or to purchase the Notes.
Neither the delivery of this Prospectus nor the of ering, sale or delivery of the Notes shal , under
any circumstances, create any implication that the information contained in this Prospectus is
correct at any time subsequent to the date hereof or that any other information supplied in
connection with the offering of the Notes is correct as of any time subsequent to the date indicated
4

in the document containing the same or that there has been no change in the affairs of the Issuer
since the date of this Prospectus or that there has been no adverse change in the financial position
of the Issuer since the date of this Prospectus. None of the Managers or the Trustee undertakes
to review the financial condition or affairs of the Issuer during the life of the Notes, or to advise
any investor in the Notes of any information coming to their attention. Investors should review,
inter alia, al documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference") when deciding whether or not to purchase the Notes.
This Prospectus does not constitute an offer to sel or the solicitation of an of er to buy the Notes
in any jurisdiction to any person to whom it is unlawful to make the of er or solicitation in such
jurisdiction. The distribution of this Prospectus and the of er or sale of Notes may be restricted by
law in certain jurisdictions. None of the Issuer, the Managers or the Trustee represents that this
Prospectus may be lawful y distributed, or that the Notes may be lawful y offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assumes any responsibility for facilitating any such distribution
or of ering. In particular, no action has been taken by the Issuer, the Managers or the Trustee
which is intended to permit a public offering of the Notes or distribution of this Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that wil
result in compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus or the Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Prospectus and the offering
and sale of Notes (see "Subscription and Sale").
The Notes may not be a suitable investment for al investors. Each potential investor in the Notes
must determine the suitability of any investment in light of its own circumstances. In particular,
each potential investor should consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained in or
incorporated by reference into this Prospectus (and any applicable supplement to this
Prospectus);
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Notes and the impact the Notes
wil have on its overal investment portfolio;
(c)
has suf icient financial resources and liquidity to bear al of the risks of an investment in
the Notes, including Notes where the currency for principal or interest payments is
different from the potential investor's currency;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of the
financial markets; and
(e)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may af ect its investment and its ability
to bear the applicable risks.
5

The investment activities of certain investors are subject to "legal investment" laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult
its legal advisers to determine whether and to what extent (i) the Notes are legal investments for
it, (ii) the Notes can be used as col ateral for various types of borrowing and (i i) other restrictions
apply to its purchase or pledge of the Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of the Notes under
any applicable risk-based capital or similar rules.
The Notes constitute a new issue of securities by the Issuer. Prior to this issue, there wil have
been no public market for the Notes. Although application has been made for the Notes to be
admitted to the Official List and admit ed to trading on the Regulated Market, there can be no
assurance that an active public market for the Notes wil develop and, if such a market were to
develop, the Managers are under no obligation to maintain such a market. The liquidity and the
market prices for the Notes can be expected to vary with changes in market and economic
conditions, the financial condition and prospects of the Issuer and other factors that general y
influence the market prices of securities.
This Prospectus has been prepared on the basis that any purchaser of Notes is a person or entity
having sufficient knowledge and experience of financial matters as to be capable of evaluating
the merits and risks of the purchase. Before making any investment decision with respect to the
Notes, prospective investors should consult their own counsel, accountants or other advisers and
careful y review and consider their investment decision in light of the foregoing. An investment in
the Notes is only suitable for financial y sophisticated investors who are capable of evaluating the
merits and risks of such an investment and who have suf icient resources to be able to bear any
losses which may result therefrom.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA AND UNITED KINGDOM
RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area (the "EEA") or the United Kingdom (the "UK"). For these purposes,
a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11)
of MiFID II; or (i ) a customer within the meaning of Directive 2016/97/EU (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID I . No key information document required by
Regulation (EU) No 1286/2014 (the "PRI Ps Regulation") for of ering or sel ing the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared
and therefore offering or sel ing the Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRI Ps Regulation.
MIFID I PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process,
the target market assessment in respect of the Notes has led to the conclusion that: (i) the target
market for the Notes is eligible counterparties and professional clients only, each as defined in
MiFID I ; and (i ) al channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, sel ing or recommending
the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels. For the avoidance
6

of doubt, references in this paragraph to "manufacturer" do not refer to the Issuer, who is not
subject to MiFID II.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289) OF SINGAPORE - Notification under Section 309B(1)(c) of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time
(the "SFA") al Notes shal be prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded
Investment Products (as defined in MAS Notice SFA 04 N12: Notice on the Sale of Investment
Products and MAS Notice FAA N16: Notice on Recommendations on Investment Products).
ALTERNATIVE PERFORMANCE MEASURES Certain alternative performance measures
("APMs") as described in the European Securities and Markets Authority Guidelines on
Alternative Performance Measures are included or referred to in this Prospectus (including in the
documents incorporated by reference). APMs are measures that are not defined under general y
accepted accounting principles ("GAAP") in the United Kingdom and which are used by the Issuer
and its consolidated subsidiaries within its financial publications to supplement disclosures
prepared in accordance with other applicable regulations such as International Financial
Reporting Standards, as endorsed by the European Union ("IFRS"). The Issuer considers that
these measures provide useful information to enhance the understanding of its financial
performance. The APMs should be viewed as complementary to, rather than a substitute for, the
figures determined according to other regulatory measures. An explanation of each such metric's
components and calculation method can be found on pages 35-39 and 47 of the consolidated
financial statements of the Issuer for the year ended 31 March 2020 (incorporated by reference
into this Prospectus) and pages 31-35 and 43 of the consolidated financial statements of the
Issuer for the year ended 31 March 2019 (incorporated by reference into this Prospectus).
STABILISATION In connection with the issue of the Notes, Citigroup Global Markets Limited
(the "Stabilising Manager") (or any person acting on behalf of the Stabilising Manager) may
over-al ot Notes or ef ect transactions with a view to supporting the market price of the Notes at
a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the terms of the of er of the Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the al otment of the Notes. Any stabilisation action or over-al otment must be conducted
by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance
with al applicable laws and rules.
FORWARD-LOOKING STATEMENTS This Prospectus includes statements that are, or may
be deemed to be, 'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking expressions, including the terms 'believes', 'estimates',
'anticipates', 'expects', 'intends', 'may', 'wil ', 'plans' or 'should' or, in each case, their negative or
other variations or similar expressions, or by discussions of strategy, plans, objectives,
expectations, goals, future events or intentions. These forward-looking statements include al
matters that are not historical facts. They appear in a number of places throughout this Prospectus
and include, but are not limited to, the fol owing: statements regarding the intentions, beliefs or
current expectations of the Issuer and the Group concerning, amongst other things, the Group's
results of operations, financial condition, liquidity, prospects, growth, strategies and the industries
in which the Group operates.
7

By their nature, forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Forward-looking statements are not guarantees of future
performance and the actual results of the Group's operations, financial condition and liquidity, and
the development of the countries and the industries in which the Group operates may dif er
material y from those described in, or suggested by, the forward-looking statements contained in
this Prospectus. In addition, even if the Group's results of operations, financial condition and
liquidity, and the development of the countries and the industries in which the Group operates,
are consistent with the forward-looking statements contained in this Prospectus, those results or
developments may not be indicative of results or developments in subsequent periods. These
and other factors are discussed in more detail under the section entitled "Risk Factors". Many of
these factors are beyond the control of the Issuer and the Group. Should one or more of these
risks or uncertainties materialise, or should underlying assumptions on which the forward-looking
statements are based prove incorrect, actual results may vary material y from those described in
this Prospectus as anticipated, believed, estimated or expected. Except to the extent required by
laws and regulations, the Issuer does not intend, and do not assume any obligation, to update
any forward-looking statements set out in this Prospectus.
This Prospectus is based on English law in effect as of the date of issue of this Prospectus. Except
to the extent required by laws and regulations, the Issuer does not intend, and does not assume
any obligation, to update this Prospectus in light of the impact of any judicial decision or change
to English law or administrative practice after the date of this Prospectus.
PRESENTATION OF INFORMATION In this Prospectus, al references to: (a) U.S. dol ars,
U.S.$ and $ refer to United States dol ars; (b) sterling and £ refer to pounds sterling; (c) euro and
refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;
and (d) the "Group" are to the Issuer and its consolidated subsidiaries. References in this
Prospectus to the European Economic Area or the EEA shal , unless the context otherwise
requires, include reference to the United Kingdom, and Member State shal be construed
accordingly.

8

TABLE OF CONTENTS
Page
OVERVIEW
10
RISK FACTORS
14
INFORMATION INCORPORATED BY REFERENCE
27
PRESENTATION OF FINANCIAL INFORMATION
28
TERMS AND CONDITIONS OF THE NOTES
30
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE
GLOBAL NOTES
46
USE OF PROCEEDS
49
DESCRIPTION OF THE ISSUER
50
BUSINESS OPERATIONS
52
SUBSCRIPTION AND SALE
71
TAXATION
74
ADDITIONAL INFORMATION
77

9

OVERVIEW
This overview must be read as an introduction to this Prospectus and any decision to invest in
the Notes should be based on consideration of this Prospectus as a whole, including the
documents incorporated by reference herein. Capitalised terms which are defined in "Terms and
Conditions of the Notes" have the same meaning when used in this overview.
Issuer:
3i Group plc
Legal Entity Identifier (LEI) of the
35GDVHRBMFE7NWATNM84
Issuer:
Website of the Issuer:
https://www.3i.com/
Notes:
£400,000,000 3.750 per cent. Notes due 5 June
2040
Issue Date:
5 June 2020
Issue Price:
99.346 per cent. of the principal amount of the Notes
Status of the Notes:
The Notes wil constitute direct, unconditional,
unsubordinated and (subject to the provisions of
Condition 3 (Negative Pledge)) unsecured
obligations of the Issuer and shal at al times
(subject as aforesaid) rank pari passu, without any
preference among themselves, with al other present
and future unsecured and unsubordinated
obligations of the Issuer.
Negative Pledge:
The terms of the Notes wil contain a negative pledge
provision as further described in Condition 3
(Negative Pledge).
Interest on the Notes:
The Notes wil bear interest from (and including) the
Issue Date up to (but excluding) the Maturity Date at
a rate of 3.750 per cent. per annum payable semi-
annual y in arrear on 5 June and 5 December in each
year. The first payment of interest (representing a ful
six months' interest) wil be made on 5 December
2020.
Interest Payment Dates:
5 June and 5 December in each year, up to (and
including) the Maturity Date.
Redemption at the Maturity Date:
Unless previously redeemed or purchased and
cancel ed, the Notes wil be redeemed at their
principal amount, together with accrued and unpaid
interest, on the Maturity Date.
10