LONDON--(BUSINESS WIRE)--

FORM 8.5 (EPT/NON-RI)

AMENDMENT TO SECTION 2(a) & 3(a)

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: 15 March 2017
(e) In addition to the company in 1(b) above, is the exempt principal NO:
trader making disclosures in respect of any other party to the offer?

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: 32,566,787 0.50% 35,318,997 0.43%
(2) Cash-settled derivatives:
19,154,965 0.23% 21,723,674 0.27%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 51,721,752 0.73% 57,042,671 0.70%

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 4,277,786 1.8985 GBP 1.8777 GBP
5p ORD Sale 18,242,308 1.8985 GBP 1.8777 GBP
ADR Purchase 30,481 6.9051 USD 6.9051 USD
ADR Sale 30,481 6.9051 USD 6.9051 USD

(b) Cash-settled derivative transactions

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
5p ORD SWAP Long 1,201 1.8951 GBP
5p ORD SWAP Long 1,793 1.8925 GBP
5p ORD SWAP Long 3,000 1.8968 GBP
5p ORD SWAP Long 3,478 1.8918 GBP
5p ORD SWAP Long 5,541 1.8928 GBP
5p ORD CFD Long 8,485 1.8938 GBP
5p ORD SWAP Long 10,023 1.8942 GBP
5p ORD SWAP Long 10,788 1.8910 GBP
5p ORD SWAP Long 10,870 1.8952 GBP
5p ORD SWAP Long 16,170 1.8929 GBP
5p ORD SWAP Long 23,948 1.8949 GBP
5p ORD SWAP Long 29,939 1.8930 GBP
5p ORD CFD Long 31,263 1.8939 GBP
5p ORD SWAP Long 32,053 1.8920 GBP
5p ORD SWAP Long 35,618 1.8946 GBP
5p ORD CFD Long 68,020 1.8944 GBP
5p ORD SWAP Long 68,565 1.8913 GBP
5p ORD SWAP Long 83,606 1.8869 GBP
5p ORD SWAP Long 254,299 1.8917 GBP
5p ORD SWAP Long

8,232,455

1.8905 GBP
5p ORD CFD Short 10,133 1.8921 GBP
5p ORD SWAP Short 10,582 1.8950 GBP
5p ORD SWAP Short 20,145 1.8905 GBP
5p ORD SWAP Short 24,580 1.8904 GBP
5p ORD CFD Short 27,066 1.8901 GBP
5p ORD SWAP Short 35,786 1.8916 GBP
5p ORD CFD Short 65,000 1.8965 GBP
5p ORD CFD Short 72,523 1.8956 GBP
5p ORD SWAP Short 200,688 1.8940 GBP
5p ORD SWAP Short 270,827 1.8924 GBP
5p ORD SWAP Short 463,005 1.8944 GBP
5p ORD CFD Short

1,957,916

1.8793 GBP
NB: The below transactions which were previously disclosed have been cancelled
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD SWAP Long 8,232,455 1.8905 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: 20 Mar 2017
Contact name: Hemika Mistry
Telephone number: 020 7116 3891

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.

143221.01

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
ORD Call Options Purchased 1,943,618 2.4248 European 7 Apr 2017
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/20170320005500/en/

BARCLAYS PLC

Source: BARCLAYS PLC

Barclays plc published this content on 20 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 March 2017 10:27:06 UTC.

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