Offer Update

Offer Update LONDON--(BUSINESS WIRE)--Dec. 23, 2002-- Tesco PLC ('Tesco') Recommended Offer for T&S Stores Plc ('T&S') Offer unconditional as to acceptances On 6 December 2002, the board of Tesco announced that the Offer would remain open until 3.00 p.m. on 20 December 2002. Tesco announces that as at 3:00 p.m. on 20 December 2002, the second closing date of the Offer, valid acceptances of the Offer, which are complete in all respects, had been received in respect of 68,632,252 T&S Shares (representing approximately 85.0 per cent. of the issued share capital of T&S). The Offer has now been declared unconditional as to acceptances and will remain open for acceptance until further notice. A further announcement will be made in due course regarding fulfilment or waiver of the remaining conditions of the Offer. These acceptances include acceptances from T&S Directors and from David Lockett-Smith (co-founder of T&S) and his wife pursuant to irrevocable undertakings amounting in aggregate to 3,534,470 T&S Shares, representing approximately 4.4 per cent. of T&S' existing issued share capital. Immediately prior to the commencement of the Offer Period on 30 October 2002, neither Tesco nor any persons deemed to be acting in concert with Tesco owned or had rights over T&S Shares. Neither Tesco nor any person deemed to be acting in concert with Tesco has acquired or agreed to acquire any T&S Shares or rights over such shares during the Offer Period. T&S Shareholders who wish to accept the Offer, and who have not done so, should complete the Form of Acceptance enclosed with the Offer document and return it as soon as possible. Terms defined in the Offer document dated 15 November 2002 have the same meaning in this announcement. Enquiries: Tesco Lucy Neville-Rolfe +44 (0)1992 646 606 Steven N. Butler +44 (0)1992 644 800 Greenhill (Financial adviser to Tesco) Simon A. Borrows +44 (0) 20 7440 0400 David Wyles +44 (0) 20 7440 0400 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: 00001478 Time of Receipt (offset from UTC): 20021220T191409+0000

Companies

Tesco (TSCO)
UK 100

Latest directors dealings