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:

BNP PARIBAS GROUP SA

(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.

(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:

(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

15 September 2017

(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

If YES, specify which:

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:

ORDINARY SHARES (ISIN: GB0008847096)

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

3,691,086

0.05

(2) Cash-settled derivatives:

18,682,635

0.23

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

7,700,000

0.09

6,890,000

0.08

TOTAL:

11,391,086

0.14

25,572,635

0.31

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 security

Purchase/sale

Number of securities

Price per unit

GB0008847096

Purchase

250,000

GBP 1.8151

GB0008847096

Purchase

3,051

GBP 1.8190

GB0008847096

Purchase

999

GBP 1.8195

GB0008847096

Purchase

470

GBP 1.8200

GB0008847096

Purchase

5,001

GBP 1.8275

GB0008847096

Purchase

31,667

GBP 1.8310

GB0008847096

Purchase

910

GBP 1.8325

GB0008847096

Purchase

345

GBP 1.8340

GB0008847096

Purchase

2,000

GBP 1.8345

GB0008847096

Purchase

1,863

GBP 1.8355

GB0008847096

Purchase

886,684

GBP 1.8365

GB0008847096

Purchase

1,470

GBP 1.8425

GB0008847096

Sale

20,943

GBP 1.8120

GB0008847096

Sale

26,312

GBP 1.8125

GB0008847096

Sale

4,426

GBP 1.8130

GB0008847096

Sale

3,907

GBP 1.8135

GB0008847096

Sale

1,855

GBP 1.8140

GB0008847096

Sale

2,088

GBP 1.8145

GB0008847096

Sale

1,274,629

GBP 1.8150

GB0008847096

Sale

2,161

GBP 1.8165

GB0008847096

Sale

265

GBP 1.8175

GB0008847096

Sale

345

GBP 1.8185

GB0008847096

Sale

1,847

GBP 1.8190

GB0008847096

Sale

2,762

GBP 1.8195

GB0008847096

Sale

2,994

GBP 1.8200

GB0008847096

Sale

1,234

GBP 1.8205

GB0008847096

Sale

856

GBP 1.8210

GB0008847096

Sale

1,789

GBP 1.8235

GB0008847096

Sale

1,195

GBP 1.8240

GB0008847096

Sale

7,804

GBP 1.8250

GB0008847096

Sale

15,879

GBP 1.8325

GB0008847096

Sale

1,651

GBP 1.8328

GB0008847096

Sale

5,116

GBP 1.8330

GB0008847096

Sale

15,514

GBP 1.8335

GB0008847096

Sale

283

GBP 1.8338

GB0008847096

Sale

16,283

GBP 1.8340

GB0008847096

Sale

3,474

GBP 1.8345

GB0008847096

Sale

1,165

GBP 1.8350

GB0008847096

Sale

1,261

GBP 1.8355

GB0008847096

Sale

2,228

GBP 1.8360

GB0008847096

Sale

5,542

GBP 1.8370

GB0008847096

Sale

3,272

GBP 1.8375

GB0008847096

Sale

2,899

GBP 1.8380

GB0008847096

Sale

3,167

GBP 1.8385

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(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 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?

YES

Date of disclosure:

18 September 2017

Contact name:

David Burfoot

Telephone number:

0207 595 9695

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

Full name of person making disclosure:

BNP PARIBAS GROUP SA

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

TESCO PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Ordinary shares

Put Option

Purchased

1,000,000

GBp100

American

18/09/2020

Ordinary shares

Put Option

Purchased

4,340,000

GBp180

American

15/12/2017

Ordinary shares

Put Option

Purchased

1,500,000

GBp160

American

21/12/2018

Ordinary shares

Put Option

Written

1,000,000

GBp190

American

17/12/2017

Ordinary shares

Put Option

Written

2,000,000

GBp100

American

18/12/2020

Ordinary shares

Put Option

Written

3,000,000

GBp100

American

16/10/2020

Ordinary shares

Put Option

Written

1,700,000

GBp100

American

18/12/2020

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.

Tesco plc published this content on 18 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 September 2017 14:13:08 UTC.

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