Tesco Regulatory News (TSCO)

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 €500,000,000 2.125 per cent. Notes due 2020 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, £900,000,000 6.125 per cent. Notes due 2022, £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

1 May 2019.

On 23 April 2019, Tesco Corporate Treasury Services PLC (TCTS) announced an invitation to holders of its outstanding €500,000,000 2.125 per cent. Notes due 2020 and guaranteed by Tesco (as defined below) (ISIN: XS0992638220) (the 2020 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 2019 Notes), (b) £900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022 Notes), (c) £515,000,000 5 per cent. Notes due 2023 (ISIN: XS0248392812) (the 2023 Notes), (d) £200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (e) £200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (f) £300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes) and (g) £500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2019 Notes, the 2020 Notes, the 2022 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 30 April 2019 (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 23 April 2019 (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.

Indicative Series Acceptance Amounts and Scaling Factors

TCTS (in the case of the 2020 Notes) and Tesco (in the case of each Series other than the 2020 Notes) announce that, in the event that TCTS and/or Tesco decides to accept valid tenders of 2019 Notes, 2020 Notes, 2022 Notes, 2023 Notes, 2029 Notes, 2033 Notes, 2042 Notes and/or 2057 Notes pursuant to the relevant Offer(s) and the New Financing Condition is satisfied (or waived) on or prior to the Settlement Date, they expect that each 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 each Series Acceptance Amount and any Scaling Factor that would be applied as a consequence.

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, subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date, valid tenders of Notes pursuant to all or any of the applicable Offers and, if so accepted, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, each Purchase Price, the Applicable Euro/Sterling Exchange Rate and any Scaling Factors that will be applied to Notes of any Series.

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 2 May 2019.

HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management Group; Email: LM_EMEA@hsbc.com); J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: Liability Management; Email: emea_lm@jpmorgan.com); NatWest Markets plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: liabilitymanagement@natwestmarkets.com); and RBC Europe Limited (Telephone: +44 20 7029 7063; Attention: Liability Management Group; Email: liability.management@rbccm.com) are acting as Dealer Managers in respect of the Offers made to Relevant Noteholders.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Arlind Bytyqi; Email: tesco@lucid-is.com) is acting as 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.