LONDON--(BUSINESS WIRE)--

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ('RI') STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader: BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose TESCO PLC
relevant securities this form relates:
(c) Name of the party to the offer with which exempt TESCO PLC
principal trader is connected
(d) Date position held/dealing undertaken: 28 March 2017
(e) In addition to the company in 1(b) above, is the exempt principal YES:
trader making disclosures in respect of any other party to the offer? BOOKER GROUP PLC

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: ORD
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 48,707,581 0.60% 39,990,157 0.49%
(2) Cash-settled derivatives:
24,515,353 0.30% 28,957,767 0.35%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
TOTAL: 73,222,934 0.90% 68,947,924 0.84%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant Purchase/sale Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
5p ORD Purchase 2,026,390 1.9117 GBP 1.8915 GBP
5p ORD Sale 3,742,001 1.9120 GBP 1.8915 GBP
ADR Purchase 2,966 7.1252 USD 7.1252 USD
ADR Sale 2,966 7.1252 USD 7.1252 USD

(b) Cash-settled derivative transactions

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
5p ORD CFD Long 423 1.9088 GBP
5p ORD SWAP Long 5,400 1.8974 GBP
5p ORD CFD Long 16,137 1.8890 GBP
5p ORD CFD Long 26,297 1.8961 GBP
5p ORD CFD Long 48,386 1.9118 GBP
5p ORD SWAP Long 61,053 1.9051 GBP
5p ORD CFD Long 93,453 1.9116 GBP
5p ORD CFD Long 150,000 1.8954 GBP
5p ORD SWAP Long 292,830 1.8959 GBP
5p ORD CFD Long 430,595 1.9020 GBP
5p ORD CFD Long 459,115 1.9006 GBP
5p ORD SWAP Long 459,115 1.9006 GBP
5p ORD CFD Long 500,000 1.9035 GBP
5p ORD CFD Long 606,802 1.9036 GBP
5p ORD SWAP Long 606,802 1.9036 GBP
5p ORD SWAP Short 3,700 1.8985 GBP
5p ORD CFD Short 10,042 1.9031 GBP
5p ORD SWAP Short 13,277 1.9038 GBP
5p ORD SWAP Short 14,918 1.9119 GBP
5p ORD SWAP Short 27,036 1.8955 GBP
5p ORD CFD Short 28,792 1.9012 GBP
5p ORD SWAP Short 29,759 1.8922 GBP
5p ORD SWAP Short 34,627 1.8966 GBP
5p ORD SWAP Short 39,530 1.9034 GBP
5p ORD SWAP Short 127,972 1.9120 GBP
5p ORD CFD Short 235,174 1.9028 GBP
5p ORD CFD Short 251,867 1.9072 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type

e.g. American, European etc.

 Expiry date Option money paid/ received per unit

(ii) Exercise

Class of relevant security Product description

e.g. call option

 Exercising/ exercised against Number of securities Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealing

e.g. subscription, conversion

 Details Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state 'none'

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure: 29 Mar 2017
Contact name: Jay Supaya
Telephone number: 0207 773 0635

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the 'Code')

1. KEY INFORMATION

Identity of the person whose positions/dealings BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:
Name of offeror/offeree in relation to whose TESCO PLC
relevant securities this from relates:

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
relates
5p ORD Call Options Purchased 1,943,618 2.4248 European 7 Apr 2017
5p ORD Call Options Purchased 1,766,926 2.0452 European 6 Apr 2017

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

View source version on businesswire.com:http://www.businesswire.com/news/home/20170329005528/en/

BARCLAYS PLC

Source: BARCLAYS PLC

Barclays plc published this content on 29 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 March 2017 09:49:03 UTC.

Original documenthttp://otp.investis.com/clients/uk/barclays1/rns/regulatory-story.aspx?cid=68&newsid=859077

Public permalinkhttp://www.publicnow.com/view/287D009080EB0974D7CA2DFD0EABE0A721747186