FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH

RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

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

Amendment to Section 2(a)

1. KEY INFORMATION

(a) Name of exempt principal trader:

Citigroup Global Markets Limited

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

Tesco Plc

(c) Name of the party to the offer with which exempt
principal trader is connected:

Tesco Plc

(d) Date dealing undertaken:

26 June 2017

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?
If it is a cash offer or possible cash offer, state 'N/A'

YES
BOOKER GROUP PLC

2. DEALINGS 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 2(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

Purchases/ sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

5p ordinary

Purchase

1,250

USD 2.1262

USD 2.1262

5p ordinary

Purchase

3,329,182

GBP 1.6751

GBP 1.6575

5p ordinary

Sale

3,190,422

GBP 1.6701

GBP 1.6560

(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

5p ordinary

TRS

Increasing Short Position

1,250

USD 2.1264

5p ordinary

TRS

Reducing Long Position

893

GBP 1.6751

5p ordinary

TRS

Reducing Long Position

1,712

GBP 1.6638

5p ordinary

TRS

Reducing Long Position

3,507

GBP 1.6637

5p ordinary

TRS

Reducing Long Position

86,100

GBP 1.6730

5p ordinary

TRS

Reducing Short Position

322

GBP 1.6670

5p ordinary

TRS

Closing Long Position

10,723

GBP 1.6620

5p ordinary

TRS

Reducing Long Position

802

GBP 1.6607

5p ordinary

TRS

Reducing Long Position

12,781

GBP 1.6677

5p ordinary

TRS

Reducing Long Position

1,261

GBP 1.6711

5p ordinary

TRS

Reducing Short Position

192,588

GBP 1.6680

5p ordinary

TRS

Reducing Long Position

35

GBP 1.6600

5p ordinary

TRS

Reducing Long Position

886

GBP 1.6681

5p ordinary

TRS

Increasing Short Position

230,562

GBP 1.6649

5p ordinary

TRS

Reducing Long Position

5,152

GBP 1.6662

5p ordinary

TRS

Reducing Long Position

138

GBP 1.6700

(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)

3. 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

Date of disclosure:

27 June 2017

Contact name:

Damian Flanagan

Telephone number:

+44 (28) 9040-9676

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 dealing disclosure requirements on +44 (0)20 7638 0129.

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

Tesco plc published this content on 27 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 June 2017 14:14:13 UTC.

Original documenthttps://otp.tools.investis.com/clients/uk/tesco/rns/regulatory-story.aspx?cid=55&newsid=886550

Public permalinkhttp://www.publicnow.com/view/347E0972A50D3C8E6831487030E20BBDBBF59024