Booker Group Regulatory News (BOK)

REPLACEMENT RNS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

28 February 2018

Booker Group plc("Booker" or the "Company")

Results of Court Meeting and Booker General Meeting

Booker is pleased to announce that at the Court Meeting and Booker General Meeting held today to consider the share and cash merger of Booker and Tesco PLC ("Tesco") (the "Merger") by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all resolutions were duly passed.

At the Court Meeting, the requisite majority of the Booker Scheme Shareholders, who together represented over 75% by value of votes cast, voted to approve the Scheme.

At the Booker General Meeting, the requisite majority of the Booker Shareholders, who together represented over 75% by value of votes cast, voted to pass the Special Resolution to approve the implementation of the Scheme and to amend the Booker Articles.

Details of the resolutions passed are set out in the notices of the Court Meeting and Booker General Meeting contained in Parts X and XI (respectively) of the scheme document published on 5 February 2018 (the "Scheme Document").

The total number of Booker Shares in issue as at the Scheme Voting Record Time was 1,793,599,262 carrying one vote each. As at the Scheme Voting Record Time, Booker held no ordinary shares as treasury shares. Therefore, the total voting rights in Booker as at the Scheme Voting Record Time were 1,793,599,262. The detailed voting results in relation to the Court Meeting and the Booker General Meeting are summarised below.

Voting results of the Court Meeting

The results of the poll conducted at the Court Meeting held on 28 February 2018 are set out in the table below. Each Booker Scheme Shareholder, present in person or by proxy, was entitled to one vote per Booker Scheme Share held at the Scheme Voting Record Time:

Voting results of the Booker General Meeting

The results of the poll conducted at the Booker General Meeting held on 28 February 2018 are set out in the table below. Each Booker Scheme Shareholder, present in person or by proxy, was entitled to one vote per Booker Scheme Share held at the Scheme Voting Record Time:

*Includes discretionary votes

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' and 'Against' the Special Resolution.

Timetable and Effective Date

Completion of the Merger remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court hearing which is expected to take place on 2 March 2018. Subject to the satisfaction or waiver of the remaining Conditions, the Scheme is expected to become effective on 5 March 2018.

A copy of the resolutions passed at the Court Meeting and Booker General Meeting has been submitted to the FCA and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the website of Booker at www.bookergroup.com/investor-centre by no later than 12 noon (London time) on the Business Day following this announcement.

Terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

ENDS

Enquiries:

J.P. Morgan Cazenove (financial adviser and corporate broker to Booker)+44 (0) 207 742 6000Toby Radford / Behzad ArbabzadahDwayne Lysaght / Adam Laursen

Investec (corporate broker to Booker)+44 (0) 207 597 4000Keith Anderson/Henry Reast

Tulchan Communications (public relations adviser to Booker Group plc)+44 (0) 207 353 4200Susanna Voyle / Jess Reid

Clifford Chance LLP are retained as legal advisers for Booker.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in any jurisdiction pursuant to the Merger.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such requirements by any person.

Unless otherwise determined by Tesco or required by the Takeover Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Merger by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Merger are not being, and must not be, directly or indirectly, posted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Merger (including custodians, nominees and trustees) must not post or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the New Tesco Shares under the Merger to Booker Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such Booker Shareholders to vote their Booker Shares with respect to the Scheme and the Merger at the Booker Shareholder Meetings, or to execute and deliver Forms of Proxy appointing another to vote at the Booker Shareholder Meetings on their behalf). Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to United States Booker Shareholders

The Merger relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Tesco were to elect to implement the Merger by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Tesco and no one else. In addition to any such Takeover Offer, Tesco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Booker outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website: http://www.londonstockexchange.com.

The financial information included in this announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The New Tesco Shares have not been, and nor will they be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Tesco Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Tesco Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Booker Shareholders who will be affiliates of Tesco after the Effective Date will be subject to certain US transfer restrictions relating to the New Tesco Shares received pursuant to the Scheme. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. Booker Shareholders who believe that they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New Tesco Shares received under the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Booker will advise the Court that its sanctioning of the Scheme will be relied upon by Tesco as an approval of the Scheme following a hearing on its fairness to Booker Shareholders.

It may be difficult for US Booker Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Tesco and Booker are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Booker Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

None of the securities referred to in this announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

Rounding

Certain figures included in this announcement may have been subjected to rounding adjustments.

Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Booker's website at www.bookergroup.com/investor-centre by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.