Rule 8.1- Dobbies

Tesco PLC
08 June 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                                 7 June 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                617,626    6.16

(2) Derivatives (other than options)

(3) Options and agreements to        1,648,966   16.44
    purchase/sell

Total                                2,266,592   22.60


(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)

Purchase                         617,626   GBP 15.00



(b) Derivatives transactions (other than options)

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

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

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

Call      N/A          1,648,966 (see     N/A     N/A        N/A      N/A
options                further details
                       below)

Under the terms of the call options referred to in the table above, subject to 
the satisfaction of certain conditions (including competition clearance), Tesco 
Holdings has the right to require the holders of certain shares in Dobbies 
(which are the subject of irrevocable undertakings in favour of Tesco Holdings)
to sell to Tesco Holdings any or all of such shares at the price per share under
the Offer (or, if such price per share is increased, such revised price per 
share).  If the Offer lapses because of a referral to the UK Competition 
Commission and clearance is subsequently granted, the call options shall
continue to apply, provided Tesco Holdings makes a subsequent offer for the 
whole of the issued and to be issued share capital of Dobbins on terms which are
no less favourable than the Offer and such subsequent offer is made within 9 
months of the date of the Rule 2.5 announcement issued by Tesco Holdings on 8 
June 2007.

Capitalised terms used but not defined in the above paragraph shall have the 
meantings given in the Rule 2.5 announcement issued by Tesco Holdings on 8 June
2007

 
(ii) Exercising

Product name, e.g.  Number of securities     Exercise price per unit
call option                                  (Note 5)



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

Nature of transaction        Details         Price per unit
(Note 8)                                    (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                           8 June 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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