Offer Document Posted

Tesco PLC
20 June 2007



  Not for release, publication or distribution in or into Canada, Australia or
  Japan or any jurisdiction where to do so would constitute a violation of the
                       relevant laws of such jurisdiction

For immediate release                                               20 June 2007

                             Tesco Holdings Limited
                                        
              Recommended cash Offer for Dobbies Garden Centres plc
                                        
                            Posting of Offer Document


Following the announcement on 8 June 2007 by Tesco PLC regarding the recommended
cash offer for Dobbies by Tesco Holdings at a price of 1,500 pence per Dobbies 
Share, Tesco and Dobbies announce that the Offer Document is being posted to 
Dobbies Shareholders today together with the Form of Acceptance.
 
The Offer will initially remain open for acceptance until 1.00p.m. on 18 July 
2007.  The procedure for acceptance of the Offer is set out in paragraph 14 of 
Part II of the Offer Document and, in respect of certificated Dobbies Shares, 
is further described in the Form of Acceptance.
 
The Offer is subject to the terms and conditions set out in the Offer Document, 
including regulatory clearance and a 50 per cent. acceptance condition (rather 
than the 75 per cent. acceptance condition stated in the announcement by Tesco 
PLC on 8 June 2007).
 
The Offer Document and the Form of Acceptance will be available for inspection 
during normal business hours on any weekday (Saturdays, Sundays and public 
holidays excepted) at the offices of Freshfields Bruckhaus Deringer at 65 Fleet 
Street, London, EC4Y 1HS.


Enquiries

Tesco
Steve Webb, Investor Relations                         Tel: [phone]
Jonathan Church, Media                                 Tel: [phone]

Greenhill (financial adviser to Tesco)                 Tel: [phone]
Simon Borrows
David Wyles

JPMorgan Cazenove (broker to Tesco)                    Tel: [phone]
John Paynter
Luke Bordewich

Maitland (PR adviser to Tesco)                         Tel: [phone]
Angus Maitland

Dobbies                                                Tel: [phone]
James Barnes
Sharon Brown


Deloitte Corporate Finance                             Tel: [phone]
(financial adviser to Dobbies)
Cahal Dowds
Roger Esler

Bell Lawrie                                            Tel: [phone]
(nominated adviser and joint broker to Dobbies) 
Sandy Fraser

Shore Capital (joint broker to Dobbies)                Tel: [phone]
Alex Borrelli

Bell Pottinger (PR adviser to Dobbies)                 Tel: [phone]
Ben Woodford


Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the Offer Document.

This announcement does not constitute an offer or invitation to purchase any
securities. The Offer will be made solely by means of the Offer Document and the
accompanying Form of Acceptance, which will contain the full terms and
conditions of the Offer including details of how it may be accepted.

Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Tesco Holdings and Tesco and no??one else in connection with the Offer and will
not be responsible to anyone other than Tesco Holdings and Tesco for providing
the protections afforded to clients of Greenhill & Co. International LLP nor for
providing advice in relation to the Offer.

Deloitte Corporate Finance is acting exclusively for Dobbies and for no-one else
in connection with the Offer and will not regard any other person as its client
nor be responsible to anyone other than Dobbies for providing the protections
afforded to the clients of Deloitte Corporate Finance nor for providing advice
in relation to the Offer or any matter referred to herein. Deloitte Corporate
Finance is a division of Deloitte & Touche LLP, which is authorised and
regulated by the Financial Services Authority in respect of regulated
activities.

Bell Lawrie, a division of Brewin Dolphin Securities Limited, which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Dobbies and no-one else in connection with
the Offer and will not be responsible to anyone other than Dobbies for providing
the protections afforded to clients of Bell Lawrie nor for providing advice in
relation to the Offer.

The Offer (including the Loan Note Alternative) will not be made, directly or
indirectly, in or into and will not be capable of acceptance in or from Canada,
Australia or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in or into or
from Canada, Australia or Japan. Custodians, nominees and trustees should
observe these restrictions and should not send or distribute copies of this
announcement in or into Canada, Australia or Japan.

The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the US Securities Act nor under any laws of any
jurisdiction of the United States, the relevant clearances have not been, and
will not be, obtained from the securities commission of any province of Canada
and no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.

The Offer will be made in the United States pursuant to an exemption from the US
tender offer rules provided by Rule 14d??1(c) under the US Exchange Act.

Notice to US holders of Dobbies Shares:

The Offer is being made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States. The Offer will be made in
the United States pursuant to applicable US tender offer rules and otherwise in
accordance with the requirements of the City Code. Accordingly, the Offer will
be subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and timing
of payments that are different from those applicable under US domestic tender
offer procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Dobbies Shares may
be a taxable transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other tax laws. Each holder of
Dobbies Shares is urged to consult his independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for US holders of Dobbies Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Tesco and Dobbies
are located in a non-US country, and some or all of their officers and directors
may be residents of a non-US country. US holders of Dobbies Shares may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Tesco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Dobbies
Shares outside the United States, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Dobbies, all 'dealings' in any 'relevant securities' of Dobbies
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than
3.30 pm (London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'offer period' otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of
Dobbies, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Dobbies by Tesco Holdings or Dobbies, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.




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