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Tesco PLC (TSCO)

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Monday 06 January, 2003

Tesco PLC

Offer Update

Offer Update 

    LONDON--(BUSINESS WIRE)--Jan. 6, 2003--

      Not for release, publication or distribution in or into the
               United States, Canada, Australia or Japan

             Recommended Offer for T&S Stores Plc ('T&S')

        Level of acceptances and unconditional in all respects

On 23 December 2002 the board of Tesco announced that the Offer had
become unconditional as to acceptances following receipt by it of
valid acceptances in respect of 68,632,252 T&S Shares (representing
approximately 85.0 per cent. of the issued share capital of T&S).

All conditions to the Offer have now either been satisfied or waived.
Accordingly the Offer is declared unconditional in all respects and
will remain open until further notice. T&S Shareholders who wish to
accept the Offer, and who have not done so, should complete the Form
of Acceptance enclosed with the Offer document and return it as soon
as possible. The consideration due under the Offer and the share
certificates will be dispatched to accepting T&S Shareholders no later
than 20 January 2003, or within 14 days of receipt of acceptances of
the Offer, which are complete in all respects, if received after 6
January 2003.

As at 3:00 p.m. 3 January 2003, Tesco had received valid acceptances
under the Offer in respect of 68,934,942 T&S Shares representing 85.4
per cent. of the issued ordinary share capital of T&S.

These acceptances include acceptances from T&S Directors and from
David Lockett-Smith (co-founder of T&S) and his wife pursuant to
irrevocable undertakings amounting in aggregate to 3,534,470 T&S
Shares, representing approximately 4.4 per cent. of T&S' existing
issued share capital.

Application has been made to the UK Listing Authority and the London
Stock Exchange for up to 190,000,000 new Tesco Shares, to trade on the
London Stock Exchange and to be admitted to the Official List. The
Shares rank pari passu with the existing issued shares of Tesco.
Application has also been made for a block listing of 5,500,000 new
Tesco Shares to cover outstanding options granted under T&S Share
Option Schemes. Dealings in the new Tesco Shares are expected to
commence at 8.00 a.m. on 6 January 2003.

Tesco intends to seek the cancellation of the listing of the ordinary
share capital of T&S from the Official List of the UK Listing
Authority, such cancellation to take effect at 8:00 a.m. on 4 February

Immediately prior to the commencement of the Offer Period on 30
October 2002, neither Tesco nor any persons deemed to be acting in
concert with Tesco owned or had rights over T&S Shares. Neither Tesco
nor any person deemed to be acting in concert with Tesco has acquired
or agreed to acquire any T&S Shares or rights over such shares during
the Offer Period.

Terms defined in the Offer document dated 15 November 2002 have the
same meaning in this announcement.


Tesco                                             Lucy Neville-Rolfe          +44 (0)1992 646 606
                                                  Steven N. Butler            +44 (0)1992 644 800

Greenhill (Financial adviser to Tesco)            Simon A. Borrows           +44 (0) 20 7440 0400
                                                  David Wyles                +44 (0) 20 7440 0400

Greenhill & Co. International LLP ('Greenhill'), which is regulated in
the United Kingdom by the Financial Services Authority, is acting for
Tesco and no one else in connection with the Offer and will not be
responsible to anyone other than Tesco for providing the protections
afforded to customers of Greenhill or for giving advice in relation to
the Offer.

The availability of the Offer to persons outside the United Kingdom
may be affected by the laws of other jurisdictions. Such persons
should inform themselves about and observe any applicable requirements
of those jurisdictions.

The Offer is not being and will not be made, directly or indirectly,
in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States, Canada, Australia or Japan
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within these jurisdictions.
Accordingly, copies of this announcement, the Offer document and any
related document are not being, and must not be, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in,
into or from, the United States, Canada, Australia or Japan.

Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'). The new
shares to be issued in connection with the Offer have not been, nor
will they be, registered under the Securities Act, or under the
securities laws of any state of the United States and, accordingly,
may not be offered or sold within the United States.

This announcement does not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
Canada, Australia or Japan or in any other jurisdiction in which such
an offer or solicitation would be unlawful.

   Short Name: Tesco PLC
   Category Code: OUP
   Sequence Number: 00001527
   Time of Receipt (offset from UTC): 20030103T165847+0000


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