Booker Group Share News (BOK)

* 85 pct of Tesco investors back 3.95 bln stg deal

* 83 pct of Booker shareholders support deal

* Deal set to complete on March 5

* Shares in both companies rise(Adds details of Booker meetings, shares)

By James Davey and Alistair Smout

LONDON, Feb 28 (Reuters) - Tesco's 3.95 billionpound ($5.5 billion) takeover of Booker wasoverwhelmingly backed by shareholders of both companies onWednesday, provisional voting figures showed, clearing its finalhurdles.

Combining Tesco, Britain's biggest retailer, with Booker,its largest wholesaler, will create a new powerhouse in thecountry's 200 billion pounds grocery market.

The cash and shares deal, valued at 3.7 billion pounds whenit was agreed in January last year, is now scheduled to completeon March 5.

Buying Booker marks the boldest move yet by Tesco ChiefExecutive Dave Lewis, who took over in 2014 shortly before anaccounting scandal plunged the group into the worst crisis inits near 100-year history.

At a general meeting of Tesco investors 85 percent of votescast approved the deal.

At two Booker shareholder meetings - a scheme court meetingand a general meeting - 83 percent of votes cast backed thetakeover.

Final voting numbers, which could differ only marginally,will be announced through statements to the stock exchange lateron Wednesday.

Tesco's general meeting required the support of 50 percentof shareholders for the deal to proceed. The threshold washigher at Booker at 75 percent.

For each Booker share, Tesco is offering 0.861 new Tescoshares and 42.6 pence in cash.

Tesco shares were up 2.6 percent at 212.5 pence at 1333 GMT,while Booker's were up 2.4 percent at 228.8 pence.

"It's been carried fairly comfortably," Tesco Chairman JohnAllan said at the retailer's meeting in central London, attendedby just 65 Tesco shareholders.

Already the dominant player with a 28 percent share ofBritain's retail grocery market, the takeover provides thesupermarket group with access to the faster growing "food awayfrom home" segment of the market.

Last year some prominent Tesco investors criticised thedeal, saying Lewis was overpaying and that it would distractfrom the company's turnaround plan. The late Richard Cousinsresigned in protest as Tesco's senior independent director inJanuary last year.

Conversely, earlier this month Booker shareholders, hedgefund Sandell Asset Management and merger-arbitrage fund AlpineAssociates, along with two shareholder advisory groups saidTesco should pay more.($1 = 0.7240 pounds)(Editing by Kate Holton and Keith Weir)