Tender Offer

Tesco PLC
08 August 2006



TESCO PLC announces acceptances in respect of its Tender Offer for its
£350,000,000 5.125 per cent. Notes due 2009, its £250,000,000 6.00 per cent.
Notes due 2008 and its £325,000,000 7.50 per cent. Notes due 2007


NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES
OR ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW)


London, UK, 8 August 2006, - TESCO PLC (the Company) today announced the
successful close of its offer (the Offer) to repurchase for cash any and all of
its outstanding £350,000,000 5.125 per cent. Notes due 2009 (the 2009 Notes),
and certain amounts of its £250,000,000 6.00 per cent. Notes due 2008 (the 2008
Notes) and £325,000,000 7.50 per cent. Notes due 2007 (the 2007 Notes and,
together with the 2009 Notes and the 2008 Notes, the Notes) that was launched on
27 July 2006.


As of the expiration of the Offer at 4pm (London time) on 7 August 2006, valid
tenders for £458,378,000 in aggregate nominal amount of Notes were received as
follows: £158,071,000 of 2009 Notes, £125,067,000 of 2008 Notes and £175,240,000
of 2007 Notes.  In response to the positive reaction to the Offer, the Company
has decided to increase the Target Acceptance Amount from £300,000,000 to
£350,000,000 and the Maximum Acceptance Amount of validly tendered Notes that
the Company proposes to repurchase is therefore also £350,000,000 (subject to
rounding for pro-ration).

All validly tendered 2009 and 2008 Notes will be accepted in full for repurchase
by the Company and validly tendered 2007 Notes will be accepted using a
pro-ration factor of 38.2%.  After rounding down the result of such pro-ration
for each valid tender of the 2007 Notes to the nearest £1,000, the Company will
accept £66,901,000 of 2007 Notes for repurchase.

The Company will announce the repurchase prices for the 2009, 2008 and 2007
Notes (including each relevant offer side benchmark security rate and repurchase
yield) later today at or around 2pm (London time).  Settlement is expected on
Friday 11 August 2006.

BNP Paribas and Citigroup Global Markets Limited are acting as Dealer Managers.
Citibank N.A. is acting as Tender Agent.
Requests for information in relation to the Offer should be directed to:
                                             Dealer Managers
                    BNP PARIBAS                                Citigroup Global Markets Limited
                 10 Harewood Avenue                                    Citigroup Centre
                   London NW1 6AA                                        Canada Square
         Attention: Debt Restructuring Group                             Canary Wharf
      Email: [e-mail]                          London E14 5LB
             Tel: [phone]                       Attention: Liability Management Group
                                                        Email: [e-mail]
                                                                   Tel: [phone]

A copy of the Tender Offer Memorandum is available for inspection at the
Document Viewing Facility of the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain important
information which should be read carefully None of the Company, BNP Paribas,
Citigroup Global Markets Limited or Citibank, N.A. made any recommendation
whether Noteholders should tender Notes in the Offer.



OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law.  Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by the
Company and the Dealer Managers to inform themselves about and to observe any
such restrictions. Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell the Notes, and
tenders of Notes in the Offer have not been accepted from Noteholders in any
jurisdiction in which such offer or solicitation is unlawful.  In those
jurisdictions where the securities, blue sky or other laws required the Offer to
be made by a licensed broker or dealer and any of the Dealer Managers was such a
licensed broker or dealer in such jurisdictions, the Offer shall be deemed to
have been made on behalf of the Company by that Dealer Manager.

United States

The Offer was not 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 the Notes have not been
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offer 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 persons located or
resident in the United States.  Any purported tender of Notes in the Offer
resulting directly or indirectly from a violation of these restrictions will be
invalid and tenders of Notes made by a person located in the United States or
any agent, fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States have not been
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.

Italy

The Offer was not made in the Republic of Italy (Italy).  The Offer, this
announcement and the Tender Offer Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations.  Accordingly, Noteholders are
notified that, to the extent Noteholders are resident and/or located in Italy,
the Offer was not available to them and they could not tender Notes in the Offer
and, as such, any Tender Instructions received from such persons are ineffective
and void, and none of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer or the Notes may be
distributed or made available in Italy.

The Offer was not made and this announcement and the Tender Offer Memorandum are
not being distributed to the public in the United Kingdom, France or Belgium. In
such jurisdictions, only the following persons could participate in the Offer
and receive this announcement and the Tender Offer Memorandum (as more fully set
out in the Tender Offer Memorandum):

United Kingdom (investment professionals and persons within Article 43(2) or
otherwise of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 / France (certain qualified investors and providers of portfolio
management investment services) / Belgium (institutional investors).

                      This information is provided by RNS
            The company news service from the London Stock Exchange