Offer Update

Offer Update LONDON--(BUSINESS WIRE)--Jan. 6, 2003-- Not for release, publication or distribution in or into the United States, Canada, Australia or Japan Recommended Offer for T&S Stores Plc ('T&S') Level of acceptances and unconditional in all respects On 23 December 2002 the board of Tesco announced that the Offer had become unconditional as to acceptances following receipt by it of valid acceptances in respect of 68,632,252 T&S Shares (representing approximately 85.0 per cent. of the issued share capital of T&S). All conditions to the Offer have now either been satisfied or waived. Accordingly the Offer is declared unconditional in all respects and will remain open until further notice. T&S Shareholders who wish to accept the Offer, and who have not done so, should complete the Form of Acceptance enclosed with the Offer document and return it as soon as possible. The consideration due under the Offer and the share certificates will be dispatched to accepting T&S Shareholders no later than 20 January 2003, or within 14 days of receipt of acceptances of the Offer, which are complete in all respects, if received after 6 January 2003. As at 3:00 p.m. 3 January 2003, Tesco had received valid acceptances under the Offer in respect of 68,934,942 T&S Shares representing 85.4 per cent. of the issued ordinary share capital of T&S. These acceptances include acceptances from T&S Directors and from David Lockett-Smith (co-founder of T&S) and his wife pursuant to irrevocable undertakings amounting in aggregate to 3,534,470 T&S Shares, representing approximately 4.4 per cent. of T&S' existing issued share capital. Application has been made to the UK Listing Authority and the London Stock Exchange for up to 190,000,000 new Tesco Shares, to trade on the London Stock Exchange and to be admitted to the Official List. The Shares rank pari passu with the existing issued shares of Tesco. Application has also been made for a block listing of 5,500,000 new Tesco Shares to cover outstanding options granted under T&S Share Option Schemes. Dealings in the new Tesco Shares are expected to commence at 8.00 a.m. on 6 January 2003. Tesco intends to seek the cancellation of the listing of the ordinary share capital of T&S from the Official List of the UK Listing Authority, such cancellation to take effect at 8:00 a.m. on 4 February 2003. Immediately prior to the commencement of the Offer Period on 30 October 2002, neither Tesco nor any persons deemed to be acting in concert with Tesco owned or had rights over T&S Shares. Neither Tesco nor any person deemed to be acting in concert with Tesco has acquired or agreed to acquire any T&S Shares or rights over such shares during the Offer Period. Terms defined in the Offer document dated 15 November 2002 have the same meaning in this announcement. Enquiries: Tesco Lucy Neville-Rolfe +44 (0)1992 646 606 Steven N. Butler +44 (0)1992 644 800 Greenhill (Financial adviser to Tesco) Simon A. Borrows +44 (0) 20 7440 0400 David Wyles +44 (0) 20 7440 0400 Greenhill & Co. International LLP ('Greenhill'), which is regulated in the United Kingdom by the Financial Services Authority, is acting for Tesco and no one else in connection with the Offer and will not be responsible to anyone other than Tesco for providing the protections afforded to customers of Greenhill or for giving advice in relation to the Offer. The availability of the Offer to persons outside the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions. The Offer is not being and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within these jurisdictions. Accordingly, copies of this announcement, the Offer document and any related document are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from, the United States, Canada, Australia or Japan. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The new shares to be issued in connection with the Offer have not been, nor will they be, registered under the Securities Act, or under the securities laws of any state of the United States and, accordingly, may not be offered or sold within the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or solicitation would be unlawful. Short Name: Tesco PLC Category Code: OUP Sequence Number: 00001527 Time of Receipt (offset from UTC): 20030103T165847+0000

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