Offer Update

Offer Update 

    LONDON--(BUSINESS WIRE)--Dec. 17, 2002--

      Not for release, publication or distribution in or into the
               United States, Canada, Australia or Japan

                               Tesco PLC

                 Recommended offer for T&S Stores Plc

                         Offer cleared by OFT

The board of Tesco PLC ('Tesco') welcomes the announcement this
afternoon by the Office of Fair Trading (the 'OFT') that it is not the
intention of the Secretary of State for Trade and Industry to refer
the offer by Tesco for T&S Stores Plc (the 'Offer'), or any other
matters arising from the Offer, to the Competition Commission. In view
of the announcement by the OFT, Tesco declares that the competition
condition set out in paragraph 1(c) of Part A of Appendix 1 of the
Offer document is satisfied.

The combination of Tesco and T&S will deliver significant benefits to
T&S customers and will bring the Tesco shopping experience to a larger
number of neighbourhoods. These consumers will benefit from lower
prices overall, improved service and store environment and better
product availability, quality and choice.

Enquiries:


Tesco                         Lucy Neville-Rolfe   [phone]
                              Steven N. Butler     [phone]

Greenhill 
(Financial adviser to Tesco)  Simon A. Borrows     [phone]
                              David Wyles



Greenhill & Co. International LLP ('Greenhill'), which is regulated in
the United Kingdom by the Financial Services Authority, is acting for
Tesco and no one else in connection with the Offer and will not be
responsible to anyone other than Tesco for providing the protections
afforded to customers of Greenhill or for giving advice in relation to
the Offer.

The availability of the Offer to persons outside the United Kingdom
may be affected by the laws of other jurisdictions. Such persons
should inform themselves about and observe any applicable requirements
of those jurisdictions.

The Offer is not being and will not be made, directly or indirectly,
in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States, Canada, Australia or Japan
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within these jurisdictions.
Accordingly, copies of this announcement, the Offer document and any
related document are not being, and must not be, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in,
into or from, the United States, Canada, Australia or Japan.

Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'). The new
shares to be issued in connection with the Offer have not been, nor
will they be, registered under the Securities Act, or under the
securities laws of any state of the United States and, accordingly,
may not be offered or sold within the United States.

This announcement does not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
Canada, Australia or Japan or in any other jurisdiction in which such
an offer or solicitation would be unlawful.

   Short Name: Tesco PLC
   Category Code: OUP
   Sequence Number: 00001440
   Time of Receipt (offset from UTC): 20021217T151909+0000