Tesco : Form 8.5 (EPT/RI) - Tesco Plc

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:	J.P. Morgan Securities Plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Tesco PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Booker Group Plc
(d) Date dealing undertaken:	23 January 2018
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state 'N/A'	Yes Booker Group Plc

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received (GBP)	Lowest price per unit paid/received (GBP)
Ordinary Shares	Purchases Sales	7,171,337 5,908,490	2.1071 2.1070	2.0707 2.0698

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit (GBP)
Ordinary Shares	Equity Swaps	Long Short	3,246 3,302 2,871 818,186 135,800 532,205 243,735 188,370 51,100 5,370 35,911 21,663 4,557 30,680 63,495 20,507 51,663 397,978 1,600,000 38,334 6,494 1,663 960 3,622 12,541 1,892 96,929 77 2,841 6,385 486 920 5,706 382 4,966 44,800 11,592 186,217 7,745 101 3,769 164,854 143,125 58,916 82,478 47,156 65,042 1,435 6,144 46,282 31,700 234,633 43,348 95,669 308,602 118,947 392 41,018 7,895 448 7,300 5,934 8,933 12,524 1,528	2.0714 2.0719 2.0739 2.0750 2.0898 2.0905 2.0907 2.0909 2.0915 2.0957 2.0958 2.0959 2.0964 2.0966 2.0968 2.0973 2.0975 2.0978 2.0990 2.0994 2.1039 2.0700 2.0707 2.0723 2.0731 2.0734 2.0746 2.0752 2.0753 2.0755 2.0756 2.0771 2.0772 2.0774 2.0775 2.0781 2.0787 2.0792 2.0796 2.0797 2.0802 2.0818 2.0822 2.0831 2.0839 2.0863 2.0882 2.0886 2.0897 2.0905 2.0907 2.0908 2.0915 2.0923 2.0925 2.0932 2.0952 2.0960 2.0962 2.0970 2.0975 2.0977 2.0992 2.1007 2.1071

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit (GBP)	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit (GBP)

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit (GBP)

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable) (GBP)

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state 'none'

None

Date of disclosure:	24 January 2018
Contact name:	Alwyn Basch
Telephone number:	020 7742 7407

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.