Non-US tender indicative 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 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

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 €750,000,000 2.500 per cent. Notes due 2024 and guaranteed by Tesco PLC

and

Tesco PLC announces indicative results of its Tender Offers for its £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, €600,000,000 5.125 per cent. Notes due 2047 and £500,000,000 5.20 per cent. Notes due 2057

28 January 2021.

On 19 January 2021, Tesco Corporate Treasury Services PLC (TCTS) announced an invitation to holders of its outstanding €750,000,000 2.500 per cent. Notes due 2024 and guaranteed by Tesco (as defined below) (ISIN: XS1082971588) (the 2024 Notes) and Tesco PLC (Tesco and, together with TCTS, the Offerors) announced separate invitations to holders of its outstanding (a) £900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022 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), (f) €600,000,000 5.125 per cent. Notes due 2047 (ISIN: XS0295018070) (the 2047 Notes) and (g) £500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2022 Notes, the 2023 Notes, the 2024 Notes, the 2029 Notes, the 2033 Notes, the 2042 Notes and the 2047 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 27 January 2021 (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 19 January 2021 (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 announce that, following the successful completion of the issue by TCTS of its €750,000,000 0.375 per cent. Sustainability-Linked Notes due 2029 guaranteed by Tesco (the New Notes) on 27 January 2021, the New Financing Condition has been satisfied.

Indicative Series Acceptance Amounts

TCTS (in the case of the 2024 Notes) and Tesco (in the case of each Series other than the 2024 Notes) announce that, in the event that TCTS and/or Tesco decides to accept valid tenders of 2022 Notes, 2023 Notes, 2024 Notes, 2029 Notes, 2033 Notes, 2042 Notes, 2047 Notes and/or 2057 Notes pursuant to the relevant Offer(s), they expect that each Series Acceptance Amount will be set as follows:

The Offerors expect to increase the Aggregate Consideration Amount such that it will be higher than the New Notes Proceeds Amount less the US Tender Offer Amount.  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.

Pricing and Settlement

Pricing for the Offers will take place at or around 2.00 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, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, each Interpolated Mid-Swap Rate, each Purchase Price, the Applicable USD/Euro Exchange Rate, the Applicable Sterling/Euro 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 29 January 2021.

BNP Paribas (Telephone: +33 1 55 77 78 9; Attention: Liability Management Group; Email:  [email protected]), Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: [email protected]), MUFG Securities EMEA plc (Tel: +44 207 577 4218; Attention: Liability Management Group; Email: [email protected]) and RBC Europe Limited (Telephone: +44 20 7029 7063; Attention: Liability Management; 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 as it forms part of domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and the Implementing Technical Standards, 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 and the guarantee thereof 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.