Rule 8.1-Dobbies Garden Centr

Tesco PLC
07 August 2007


                                    FORM 8.1

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
                 (Rules 8.1(a) and (b)(i) of the Takeover Code)



1. KEY INFORMATION

Name of person dealing (Note 1)               Tesco Holdings Limited

Company dealt in                              Dobbies Garden Centres plc

Class of relevant security to which the       Ordinary
dealings being disclosed relate (Note 2)

Date of dealing                               6 August 2007




2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE


(a) Interests and short positions (following dealing) in the class of relevant
    security dealt in (Note 3)

                                                          Long                        Short
                                             Number               (%)      Number           (%)
(1) Relevant securities                      2,828,140            28.1
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
    
                                     Total   2,828,140            28.1


(b) Interests and short positions in relevant securities of the company, other
    than the class dealt in (Note 3)

        Class of relevant security:                       Long                        Short
                                             Number               (%)      Number           (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell

                                     Total


(c) Rights to subscribe (Note 3)

        Class of relevant security:                   Details




3. DEALINGS (Note 4)


(a) Purchases and sales

Purchase/sale                         Number of securities                 Price per unit (Note 5)



(b) Derivatives transactions (other than options)

Product name,         Long/short (Note 6)       Number of securities (Note 7)      Price per unit (Note 5)
e.g. CFD




(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name,        Writing,         Number of securities  Exercise    Type, e.g.     Expiry      Option money
e.g. call option     selling,         to which the option   price       American,      date        paid/received
                     purchasing,      relates (Note 7)                  European etc.              per unit (Note 5)
                     varying etc.                                                                 
                                                                                                  



(ii) Exercising

Product name, e.g. call option        Number of securities      Exercise price per unit (Note 5)
Call Option                           670,000                   GBP 15.00
Call Option                           261,100                   GBP 15.00
Call Option                            25,935                   GBP 15.00
Call Option                             4,537                   GBP 15.00
Call Option                             4,000                   GBP 15.00
Call Option                             3,000                   GBP 15.00
Call Option                               350                   GBP 15.00
Call Option                            20,000                   GBP 15.00
Call Option                            10,000                   GBP 15.00
Call Option                           120,520                   GBP 15.00
Call Option                            20,000                   GBP 15.00
Call Option                           132,500                   GBP 15.00
Call Option                           107,750                   GBP 15.00
Call Option                            19,000                   GBP 15.00
Call Option                           108,500                   GBP 15.00
Call Option                           101,290                   GBP 15.00
Call Option                            40,484                   GBP 15.00


d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)        Details                   Price per unit (if applicable) (Note 5)
                                                                          


4. OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the person 
disclosing and any other person relating to the voting rights of any relevant 
securities under any option referred to on this form or relating to the voting 
rights or future acquisition or disposal of any relevant securities to which 
any derivative referred to on this form is referenced. If none, this should be 
stated.

None.



Is a Supplemental Form 8 attached? (Note 9) 

NO


Date of disclosure                                     7 August 2007

Contact name                                           Jonathan Lloyd

Telephone number                                       01992 632 222

Name of offeree/offeror with which                     Tesco Holdings Limited
associated 

Specify category and nature 
of associate status (Note 10)




Notes


The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk



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