Invitation for Offers to Sell

RNS Number : 5968N

Tesco PLC

14 June 2010

 



THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES OR THE REPUBLIC OF ITALY.  SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW.

The Invitation for Offers does not constitute an invitation to participate in the Invitation in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this notice and documents relating to the Invitation in certain jurisdictions (in particular, the United States, the United Kingdom, Italy, Belgium and France) may be restricted by law. Persons into whose possession this document comes are required by the Dealer Managers (as defined below) and the Company (as defined below)  to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or the Company.

TESCO PLC

(incorporated with limited liability in England registered number 00445790)

Invitation for Offers to Sell Notes for Cash in a Modified Dutch Auction

in relation to the following series of notes:

€500,000,000 3.875 per cent. Notes due 2011 (XS0248395674)
€1,500,000,000 5.625 per cent. Notes due 2012 (XS0386772924)
€1,500,000,000 5.875 per cent. Notes due 2016 (XS0386772684)
€600,000,000 5.125 per cent. Notes due 2047 (XS0295018070)
£600,000,000 5.000 per cent. Notes due 2014 (XS0414350974)
£900,000,000 6.125 per cent. Notes due 2022 (XS0414345974)
£515,000,000 5.000 per cent. Notes due 2023 (XS0248392812)
£300,000,000 4.875 per cent. Notes due 2042 (XS0248395245)
£500,000,000 5.200 per cent. Notes due 2057 (XS0289810318)
each series issued pursuant to

Tesco PLC's £15,000,000,000 Euro Note Programme

On 11 June 2010 Tesco PLC (the "Company") invited holders of the above Notes to offer to sell the above Notes for cash in a Modified Dutch Auction. The Invitation has been made upon the terms and subject to the conditions contained in a tender offer memorandum dated 11 June 2010 (the "Invitation for Offers").

As stated in the Invitation for Offers the Company hereby announces the Total Purchase Funds Available (as defined in the Invitation for Offers) as £750,000,000. In accordance with the terms of the Invitation for Offers, the Company reserves the right, in its sole and absolute discretion, to increase or decrease the amount of Total Purchase Funds Available, subject to applicable law.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL NOTES, AND TENDERS OF NOTES IN THE INVITATION WILL NOT BE ACCEPTED FROM NOTEHOLDERS IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

This announcement must be read in conjunction with the Invitation for Offers and is subject to all terms and restrictions contained in the Invitation for Offers.  The distribution of this announcement and/or the Invitation for Offers is restricted by law in certain jurisdictions.

FOR FURTHER INFORMATION, PLEASE CONTACT:

	The Dealer Managers
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Attention: Liability Management Group Email: [e-mail] Telephone: [phone]	Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB Attention: Liability Management Group Telephone: [phone]	The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR Attention: Liability Management Group Email: [e-mail]  Telephone: [phone]

The Tender Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

For information by telephone: [phone]

Attention: Lee Pellicci/Thomas Choquet

Email: [e-mail]

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL NOTES, AND TENDERS OF NOTES IN THE INVITATION WILL NOT BE ACCEPTED FROM NOTEHOLDERS IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

This announcement must be read in conjunction with the Invitation for Offers.  This announcement and the Invitation for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation.  If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Invitation. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether holders should tender Notes pursuant to the Invitation.

The distribution of this announcement and/or the Invitation for Offers is restricted by law in certain jurisdictions. Persons into whose possession this announcement and/or the Invitation for Offers comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves of and to observe any of these restrictions.

Neither this announcement nor the Invitation for Offers constitutes, and may not be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. None of the Company, the Dealer Managers or the Tender Agent accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

United States

The Invitation is not being made 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, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no Offer of Notes may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States. Accordingly, copies of this announcement or the Invitation for Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States, or to U.S. persons or to persons located or resident in the United States. Any purported Offer of Notes resulting directly or indirectly from a violation of these restrictions will be invalid and Offers of Notes made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and the Invitation for Offers and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or to other persons to whom they may lawfully be communicated in accordance with the Order.

Insofar as the communication of this announcement, the Invitation for Offers and any other documents or materials relating to the Invitation is made to or directed at investment professionals (as defined in Article 19(5) of the Financial Promotion Order), it is made to or directed at persons having professional experience in matters relating to investments, and any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons, and persons who do not have professional experience in matters relating to investments should not rely upon it.

Italy

The Invitation is not being made in Italy. None of the Invitation, this announcement or the Invitation for Offers have been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Notes are notified that, to the extent holders of Notes are resident and/or located in Italy, the Invitation is not available to them and they may not make Offers of Notes and, as such, any Offer received from such persons shall be ineffective and void, and neither this announcement, the Invitation for Offers nor any other documents or materials relating to the Invitation or the Notes may be distributed or made available in Italy.

Belgium

This announcement and the Invitation for Offers is not addressed to, and may not be accepted by, any holder who is resident in Belgium and is not a qualified investor (investisseur qualifié/gekwalificeerde belegger) as defined pursuant to Article 10 of the Belgian law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets.

France

Neither this announcement nor the Invitation for Offers, nor any other offering material or information relating to the Invitation, has been submitted for clearance to the Autorité des Marchés Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in the French Republic, except to (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier.

General

Neither this announcement nor the Invitation for Offers constitutes an offer to buy any Notes. Nor does either of them constitute a solicitation of an offer to sell the Notes, and Offers will not be accepted from holders of Notes, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction in which the Invitation is required to be made by a licensed broker or dealer and in which any of the Dealer Managers or any of their affiliates is so licensed, the Invitation shall be deemed to be made by such Dealer Manager or such affiliates on behalf of the Company.

 

END

 

 

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