THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Tesco Corporate Treasury Services PLC announces indicative results of its Tender Offer for its €1,250,000,000 1.375 per cent. Notes due 2019 and guaranteed by Tesco PLC

and

Tesco PLC announces indicative results of its Tender Offers for its £350,000,000 5.50 per cent. Notes due 2019, £515,000,000 5 per cent. Notes due 2023, £200,000,000 6 per cent. Notes due 2029, £200,000,000 5.50 per cent. Notes due 2033, £300,000,000 4.875 per cent. Notes due 2042 and £500,000,000 5.20 per cent. Notes due 2057

25 October 2017. On 16 October 2017, Tesco Corporate Treasury Services PLC (TCTS) announced an invitation to holders of its outstanding €1,250,000,000 1.375 per cent. Notes due 2019 and guaranteed by Tesco (as defined below) (ISIN: XS1082970853) (the July 2019 Notes) and Tesco PLC (Tesco and, together with TCTS, the Offerors) announced separate invitations to holders of its outstanding (a) £350,000,000 5.50 per cent. Notes due 2019 (ISIN: XS0159013068) (the December 2019 Notes), (b) £515,000,000 5 per cent. Notes due 2023 (ISIN: XS0248392812) (the 2023 Notes), (c) £200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (d) £200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (e) £300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (f) £500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the July 2019 Notes, the December 2019 Notes, the 2023 Notes, the 2029 Notes, the 2033 Notes and the 2042 Notes, the Notes and each a Series) to tender their Notes for purchase by TCTS or Tesco, as applicable, for cash (each such invitation an Offer and, together, the Offers).

The Offers expired at 5.00 p.m. (London time) on 24 October 2017 (the Expiration Deadline) and TCTS and Tesco now announce the indicative results of the Offers.

The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 16 October 2017 (the Tender Offer Memorandum) prepared by the Offerors. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Applicable Exchange Rate

As at the Expiration Deadline, the Applicable Exchange Rate was €1 = £0.89667.

Indicative 2042 Notes and 2057 Notes Acceptance Amount

Tesco announces that, in the event that Tesco decides to accept valid tenders of 2042 Notes and 2057 Notes pursuant to the relevant Offers, it will accept for purchase all of the 2042 Notes and 2057 Notes validly tendered (with no pro rata scaling) and the 2042 Notes and 2057 Notes Acceptance Amount would therefore be approximately £128,171,000.

Noteholders should note that this is a non-binding indication of the level at which Tesco expects to set the 2042 Notes and 2057 Notes Acceptance Amount.

Indicative Capped Offers Aggregate Acceptance Amount and Capped Offer Series Acceptance Amounts

TCTS (in the case of the July 2019 Notes) and Tesco (in the case of each Series other than the July 2019 Notes) further announce that, in the event that TCTS and/or Tesco decides to accept valid tenders of July 2019 Notes, December 2019 Notes, 2023 Notes, 2029 Notes and/or 2033 Notes pursuant to the relevant Offer(s):

(a)           they expect to set the Capped Offers Aggregate Acceptance Amount at approximately £671,830,393; and

(b)           they expect that each Capped Offer Series Acceptance Amount, and any Scaling Factor that will apply as a consequence, will be set as follows:

Noteholders should note that this is a non-binding indication of the levels at which TCTS and/or Tesco, as applicable, expect to set the Capped Offers Aggregate Acceptance Amount, each Capped Offer Series Acceptance Amount and any Scaling Factor that would be applied as a consequence.

The Offerors therefore expect to increase the aggregate nominal amount of Notes accepted for purchase pursuant to the Offers from £700,000,000 to approximately £800,001,393.

Pricing and Settlement

Pricing for the Offers will take place at or around 1.00 p.m. (London time) today (the Pricing Time).  As soon as reasonably practicable after the Pricing Time, TCTS and Tesco will announce whether either or both of the Offerors will accept valid tenders of Notes pursuant to all or any of the applicable Offers and, if so accepted, the aggregate nominal amount of each Series so accepted for purchase, each Purchase Yield, each Benchmark Security Rate, each Purchase Price, the Applicable Exchange Rate and any Scaling Factors that will be applied to Notes of any Series.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 30 October 2017. 

BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability Management Group; Email: liability.management@bnpparibas.com), Commerzbank Aktiengesellschaft (Telephone: +49 69 136 59920; Attention: Liability Management; Email: liability.management@commerzbank.com) and Lloyds Bank plc (Telephone: +44 20 7158 1721; Attention: Liability Management; Email: liability.management@lloydsbanking.com) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: David Shilson; Email: tesco@lucid-is.com) is acting as Information and Information and Tender Agent for the Offers.

This announcement is released by Tesco PLC and Tesco Corporate Treasury Services PLC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Robert Welch, Group Company Secretary at Tesco PLC.

LEI Number: 2138002P5RNKC5W2JZ46

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offerors, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.