Tender Offer - Final Results

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 final 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 final 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, £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

29 October 2018.

On 15 October 2018, 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) £900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022 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 2022 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 4.00 p.m. (London time) on 26 October 2018 (the Expiration Deadline) and TCTS and Tesco now announce the final results of the Offers.

The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 October 2018 (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.

Satisfaction of New Financing Condition

TCTS and Tesco announced earlier today that, following the successful completion of the issue by TCTS of its €750,000,000 1.375 per cent. Notes due 2023 guaranteed by Tesco (the New Notes) on 24 October 2018, the New Financing Condition has been satisfied.

Applicable Sterling/Euro Exchange Rate and Applicable USD/Euro Exchange Rate

As at the Expiration Deadline, the Applicable Sterling/Euro Exchange Rate was £1 = €1.1271 and the Applicable USD/Euro Exchange Rate was US$1 = €0.8793.

Series Acceptance Amounts and Scaling Factors

TCTS (in the case of the July 2019 Notes) and Tesco (in the case of each Series other than the July 2019 Notes) announce that they have decided to accept valid tenders of July 2019 Notes, December 2019 Notes, 2022 Notes, 2029 Notes, 2033 Notes, 2042 Notes and 2057 Notes pursuant to the relevant Offers on the basis set out in the table below, and each Series Acceptance Amount, and the applicable Scaling Factors that will apply as a consequence, will be as set out in the table below.

Pricing and Settlement

Pricing for the Offers took place at or around 2.00 p.m. (London time) today.

A summary of the final pricing for, and results of, the Offers appears below:

TCTS or Tesco, as applicable, will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 5 November 2018. Following settlement of the Offers, €725,750,000 in aggregate nominal amount of the July 2019 Notes, £96,904,000 in aggregate nominal amount of the December 2019 Notes, £530,554,000 in aggregate nominal amount of the 2022 Notes, £97,657,000 in aggregate nominal amount of the 2029 Notes, £149,855,000 in aggregate nominal amount of the 2033 Notes, £31,574,000 in aggregate nominal amount of the 2042 Notes and £72,750,000 in aggregate nominal amount of the 2057 Notes will remain outstanding.

BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability Management Group; Email:  [email protected]), Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: [email protected]), Goldman Sachs International (Telephone: +44 20 7774 9862; Attention: Liability Management Group; Email: [email protected]) and MUFG Securities EMEA plc (Tel: +44 207 577 4048/+44 207 577 4218; Attention: Liability Management Group; Email: [email protected]) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Arlind Bytyqi; Email: [email protected]) 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S of the United States Securities Act of 1933, as amended (the Securities Act)). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.  The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.