Tesco : Corporate Treasury Services PLC notification

Tesco PLC
27 January 2017

TESCO PLC
For and on behalf of Tesco Corporate Treasury Services PLC

PROPOSED MERGER OF TESCO PLC WITH BOOKER GROUP PLC

Tesco Corporate Treasury Services PLC (TCTS) hereby notes the announcement made this morning by its parent company, Tesco PLC, in respect of the proposed merger with Booker Group plc pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the Merger Announcement).

TCTS has made this announcement to ensure that holders of its listed securities are fully appraised of Tesco PLC's intention to effect, on the basis set out in the Merger Announcement, the proposed merger with Booker Group plc.

A copy of the Merger Announcement is available at: http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/TSCO/13108615.html

To view the Merger Announcement in full, please paste the above URL into the address of your browser.

It should be noted that the Merger Announcement contains inside information.

Enquiries:

Group Company Secretary:	Robert Welch	07793 222569
Media:	Ed Young	01707 918701
Investors:	Chris Griffith	01707 912900

Tesco PLC

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

Hertfordshire

AL7 1GA

DISCLAIMER - INTENDED ADDRESSEES

Please note that the Merger Announcement is subject to the specific disclaimers set out therein and is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or solicitation of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger (as defined in the Merger Announcement) or otherwise, nor shall there be any sale, issuance or transfer of securities of Booker Group plc in any jurisdiction in contravention of applicable law. Additionally, information contained in the Merger Announcement may be addressed to and/or targeted at persons who are residents of particular countries (as specified in the Merger Announcement) only and is not intended to be relied upon by any person outside of those countries and/or to whom the information contained in the Merger Announcement is not addressed. Prior to relying on the information contained in the Merger Announcement, you must ascertain from the Merger Announcement whether or not you are part of the intended addresses of the information contained therein.

The Merger Announcement is not an offer of, or a solicitation of an offer to buy, securities to any person in the United States or in any jurisdiction in which such offer or solicitation is unlawful. The New Tesco Shares (as defined in the Merger Announcement), which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act) or under the securities law of any state, district or other jurisdiction of the United States. The New Tesco Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It is expected that the New Tesco Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.