FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser: Investec Asset Management Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
     Use a separate form for each offeror/offeree

Tesco Plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
Yes – Booker Group Plc
(e) Date position held/dealing undertaken:
     For an opening position disclosure, state the latest practicable date prior to the disclosure
* In addition Investec Asset Management dealt on previous dates during the offer period as attached at the end of this form

18 January 2018
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
     If it is a cash offer or possible cash offer, state “N/A”

Yes – Booker Group Plc

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

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(c), 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:Common Stock 0.01 GBP
InterestsShort positions
Number%Number%
(1) Relevant securities owned and/or controlled:47,608,9740.58
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

     TOTAL:
47,608,9740.58

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 PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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 securityPurchase/saleNumber of securitiesPrice per unit
Common Stock GBP 0.01Purchase101,4022.281

(b)        Cash-settled derivative transactions

Class of relevant securityProduct description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securitiesPrice per unit

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

(i)         Writing, selling, purchasing or varying

Class of relevant securityProduct description e.g. call optionWriting, purchasing, selling, varying etc.Number of securities to which option relatesExercise price per unitType
e.g. American, European etc.
Expiry dateOption money paid/ received per unit

(ii)        Exercise

Class of relevant securityProduct description
e.g. call option
Exercising/ exercised againstNumber of securitiesExercise price per unit

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

Class of relevant securityNature of dealing
e.g. subscription, conversion
DetailsPrice 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 person 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 person 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? No

   

Date of disclosure:19 January 2018
Contact name:Ian Gartshore
Telephone number:02075971825

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  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 at www.thetakeoverpanel.org.uk.

Additional Dealings

Deal DateClass of Relevant SecurityPurchase/SaleNumber of SecuritiesPrice per unit
17/01/2018 Common Stock GBP 0.01 Purchase 21,538 2.1207
16/01/2018 Common Stock GBP 0.01 Purchase 5,046 2.10699
12/12/2017 Common Stock GBP 0.01 Purchase 5,261 2.0565
07/12/2017 Common Stock GBP 0.01 Sale 4,839,072 2.0314
05/12/2017 Common Stock GBP 0.01 Sale 58,679 2.0365
30/11/2017 Common Stock GBP 0.01 Sale 13,079 1.9405
29/11/2017 Common Stock GBP 0.01 Purchase 8,160 1.98
28/11/2017 Common Stock GBP 0.01 Purchase 2,312 1.9505
15/11/2017 Common Stock GBP 0.01 Sale 26,560 1.845839
14/11/2017 Common Stock GBP 0.01 Sale 185,922 1.8683
13/11/2017 Common Stock GBP 0.01 Sale 132,800 1.764605
10/11/2017 Common Stock GBP 0.01 Purchase 11,040 1.7555
09/11/2017 Common Stock GBP 0.01 Purchase 21,389 1.768
08/11/2017 Common Stock GBP 0.01 Purchase 11,084 1.756418
31/10/2017 Common Stock GBP 0.01 Sale 192,892 1.8203
19/10/2017 Common Stock GBP 0.01 Purchase 5,343 1.8675
18/10/2017 Common Stock GBP 0.01 Purchase 158,777 1.8655
06/10/2017 Common Stock GBP 0.01 Sale 259,983 1.884
02/10/2017 Common Stock GBP 0.01 Purchase 13,174 1.876347
28/09/2017 Common Stock GBP 0.01 Sale 1,523,956 1.853666
27/09/2017 Common Stock GBP 0.01 Purchase 14,300 1.8746
13/09/2017 Common Stock GBP 0.01 Sale 26,281 1.822
08/09/2017 Common Stock GBP 0.01 Purchase 3,483 1.87925
29/08/2017 Common Stock GBP 0.01 Purchase 3,325 1.807
25/08/2017 Common Stock GBP 0.01 Sale 99,691 1.842
18/08/2017 Common Stock GBP 0.01 Sale 17,302 1.7655
17/08/2017 Common Stock GBP 0.01 Sale 12,107 1.804
17/08/2017 Common Stock GBP 0.01 Sale 28,415 1.779543
15/08/2017 Common Stock GBP 0.01 Sale 19,209 1.772
10/08/2017 Common Stock GBP 0.01 Purchase 15,887 1.7644
01/08/2017 Common Stock GBP 0.01 Purchase 42,167 1.7482
31/07/2017 Common Stock GBP 0.01 Purchase 7,693 1.740091
31/07/2017 Common Stock GBP 0.01 Purchase 7,680 1.737179
26/07/2017 Common Stock GBP 0.01 Purchase 145,737 1.738
20/07/2017 Common Stock GBP 0.01 Sale 6,254 1.76885
14/07/2017 Common Stock GBP 0.01 Purchase 7,651 1.7505
13/07/2017 Common Stock GBP 0.01 Purchase 128,972 1.727
12/07/2017 Common Stock GBP 0.01 Sale 130,091 1.707
12/07/2017 Common Stock GBP 0.01 Sale 13,092 1.705756
11/07/2017 Common Stock GBP 0.01 Purchase 15,928 1.73
07/07/2017 Common Stock GBP 0.01 Purchase 6,841 1.7
06/07/2017 Common Stock GBP 0.01 Purchase 10,484 1.7216
06/07/2017 Common Stock GBP 0.01 Purchase 3,232 1.7216
06/07/2017 Common Stock GBP 0.01 Purchase 150,991 1.7216
04/07/2017 Common Stock GBP 0.01 Sale 26,758 1.670052
04/07/2017 Common Stock GBP 0.01 Sale 96,954 1.674361
23/06/2017 Common Stock GBP 0.01 Purchase 33,595 1.658711
21/06/2017 Common Stock GBP 0.01 Sale 222,919 1.679
21/06/2017 Common Stock GBP 0.01 Purchase 8,971 1.6755
16/06/2017 Common Stock GBP 0.01 Purchase 1,410,401 1.702579
31/05/2017 Common Stock GBP 0.01 Sale 528,371 1.8339
30/05/2017 Common Stock GBP 0.01 Sale 201,218 1.847748
26/05/2017 Common Stock GBP 0.01 Purchase 3,104 1.871
25/05/2017 Common Stock GBP 0.01 Sale 24,188 1.8536
24/05/2017 Common Stock GBP 0.01 Purchase 69,566 1.836807
24/05/2017 Common Stock GBP 0.01 Purchase 7,763 1.83625
23/05/2017 Common Stock GBP 0.01 Sale 39,166 1.844009
23/05/2017 Common Stock GBP 0.01 Purchase 10,158 1.831928
19/05/2017 Common Stock GBP 0.01 Sale 13,839 1.8241
18/05/2017 Common Stock GBP 0.01 Sale 59,199 1.8239
11/05/2017 Common Stock GBP 0.01 Purchase 2,510 1.799
28/04/2017 Common Stock GBP 0.01 Purchase 2,509 1.825157
20/04/2017 Common Stock GBP 0.01 Sale 15,101 1.741
19/04/2017 Common Stock GBP 0.01 Purchase 130,658 1.756
18/04/2017 Common Stock GBP 0.01 Sale 566,815 1.762
18/04/2017 Common Stock GBP 0.01 Sale 14,796 1.762
13/04/2017 Common Stock GBP 0.01 Sale 2,009,614 1.833722
13/04/2017 Common Stock GBP 0.01 Purchase 7,104 1.821595
07/04/2017 Common Stock GBP 0.01 Purchase 186,843 1.880386
06/04/2017 Common Stock GBP 0.01 Sale 20,808 1.852
06/04/2017 Common Stock GBP 0.01 Sale 9,491 1.852
05/04/2017 Common Stock GBP 0.01 Purchase 15,101 1.848878
03/04/2017 Common Stock GBP 0.01 Sale 202,890 1.850832
22/03/2017 Common Stock GBP 0.01 Sale 263,605 1.869547
21/03/2017 Common Stock GBP 0.01 Sale 263,604 1.889673
17/03/2017 Common Stock GBP 0.01 Sale 10,958 1.8735
16/03/2017 Common Stock GBP 0.01 Purchase 5,599 1.865
14/03/2017 Common Stock GBP 0.01 Purchase 184,955 1.906225
06/03/2017 Common Stock GBP 0.01 Sale 10,493 1.903
27/02/2017 Common Stock GBP 0.01 Sale 73,344 1.8843
22/02/2017 Common Stock GBP 0.01 Purchase 9,132 1.9267
20/02/2017 Common Stock GBP 0.01 Sale 40,290 1.946
16/02/2017 Common Stock GBP 0.01 Sale 182,010 1.968
15/02/2017 Common Stock GBP 0.01 Purchase 71,338 1.968201
15/02/2017 Common Stock GBP 0.01 Sale 191,101 1.9652
13/02/2017 Common Stock GBP 0.01 Sale 168,588 1.9675
07/02/2017 Common Stock GBP 0.01 Sale 2,344,279 1.938436
06/02/2017 Common Stock GBP 0.01 Purchase 5,037 1.932009
03/02/2017 Common Stock GBP 0.01 Purchase 5,230 1.97225
02/02/2017 Common Stock GBP 0.01 Sale 38,168 1.9685
02/02/2017 Common Stock GBP 0.01 Purchase 10,178 1.9685
02/02/2017 Common Stock GBP 0.01 Purchase 14,571 1.9697