Result of Tender Offer

Tesco PLC
10 July 2003


10 July 2003

                       TESCO SUCCESSFUL IN BID FOR C-TWO
                                NETWORK IN JAPAN

Following the announcement made by Tesco PLC (Tesco) on June 10, the company
today announced that it has received enough shares in its tender offer for all
shares in C Two-Network Co. Ltd. (C Two-Network) to meet its 66.7% acceptance
condition.

Commenting on the outcome, Tesco Chief Executive Sir Terry Leahy said: 'We are
delighted that the offer has been successful. We look forward to working
alongside a young and dynamic Japanese management team to further develop this
innovative and profitable business.'

Customers will benefit from a combination of Tesco's international retail
experience and C-Two Network's local operating skills and customer knowledge.

Staff will benefit from Tesco's commitment to continue growing the business
through a strong C-Two Network team.

Attached is the press release from the launch of the tender offer on June 10.


Contacts

Press:    Lucy Neville-Rolfe, Tesco PLC          [phone]
          Angus Maitland, Maitland Consultancy   [phone]
Analysts: Steve Butler, Tesco PLC                [phone]


10 June 2003

                                   TESCO PLC
                      ANNOUNCES RECOMMENDED CASH OFFER FOR
                             C TWO-NETWORK IN JAPAN

Tesco PLC today announces a recommended cash tender offer for C Two-Network Co.,
Ltd. (C Two-Network), a Japanese retailer.

Sir Terry Leahy, Chief Executive, welcoming the agreed deal said :

'The acquisition of C Two-Network is the next step in our international strategy
for long term growth. We first signalled that we would be researching Japan in
2000.

'C Two-Network is a profitable value retailer with good stores in good
locations, run by a young management team.

'C Two-Network is a great success in Japan and will provide Tesco with an
excellent opportunity to enter a large and unconsolidated market with potential
for growth.

'We are confident that by combining Tesco's retailing capability and the
strength and local knowledge of the C Two-Network team we can grow the business
further.'

Summary

   •The offer values C2 Network at £139 million net of cash balances of
    £34million.

   •The deal will be earnings enhancing in its first full year.

   •C Two-Network is valued at approximately 50% of its sales.

   •This cash offer has been recommended by the board of C Two-Network.

   •The offer represents a small and thoughtful entry into an exciting, but
    complex and challenging market.

   •C Two-Network is a convenience retailer with stores well adapted to the
    daily shopping pattern of Japanese consumers.

   •Japanese customers will benefit from a combination of Tesco's retail
    experience of all store types and C Two-Network's local knowledge of
    customers and sourcing.

   •The current management will remain and will work with Tesco's management
    to manage this profitable company going forward.

   •Shareholders will be offered JPY 3,400 per share in cash; this represents
    a 35% premium on the three-month average closing price up to, and including,
    June 9 2003 and a 27% premium on the closing price of the June 9, 2003.

   •C Two-Network's Board and key managers representing 41.01% of the company
    share capital have agreed to accept the offer.


Tender offer agent for the transaction is Daiwa Securities SMBC. Tesco is being
advised by Goldman Sachs (Japan) and KPMG Corporate Finance provided independent
financial advice to C Two-Network.

Goldman Sachs (Japan) is acting for Tesco and no-one else in connection with the
acquisition of C Two-Network and will not be responsible to any other person for
providing the protections afforded to clients of Goldman Sachs (Japan) or for
providing advice in relation to the acquisition of C Two-Network.

                                     -ends-


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