Tender Offer

Tesco PLC
27 July 2006



TESCO PLC announces Tender Offer in respect of its £350,000,000 5.125 per cent.
Notes due 2009, its £250,000,000 6.00 per cent. Notes due 2008 and its
£325,000,000 7.50 per cent. Notes due 2007


NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES
OR ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW)


London, UK, July 27 2006, - TESCO PLC (the Company) today announced an offer
(the Offer) to repurchase for cash any and all of its outstanding £350,000,000
5.125 per cent. Notes due 2009 (the 2009 Notes), and to the extent that the
aggregate nominal amount of the 2009 Notes accepted for repurchase (the Accepted
2009 Notes Amount) is less than £300,000,000 in aggregate nominal amount
(subject to the right of the Company to amend such amount at any time), certain
amounts of its £250,000,000 6.00 per cent. Notes due 2008 (the 2008 Notes) and
£325,000,000 7.50 per cent. Notes due 2007 (the 2007 Notes and, together with
the 2009 Notes and the 2008 Notes, the Notes), as further set out below and
described in full in the Tender Offer Memorandum dated 27 July 2006.


The Offer is being made as part of the Company's commitment to active management
of its balance sheet and debt maturity profile.  In March 2006 the Company
issued approximately £1.2bn of new notes to cover refinancing risk in the coming
year and to extend the Company's debt maturity profile, taking advantage of the
then highly attractive interest rate and credit spread environment.   Market
movements since that time now give the Company a favourable opportunity to
redeem early a proportion of the Notes by way of the Offer.

Offer Details

The Company has announced a Target Acceptance Amount of £300,000,000 in
aggregate nominal amount of all the Notes validly tendered in the Offer (the
Tendered Notes), subject to the right of the Company to amend such amount at any
time, and a Maximum Acceptance Amount equal to the higher of (a) the Accepted
2009 Notes Amount and (b) the Target Acceptance Amount.  The Company does not
propose to accept for repurchase any greater amount of Tendered Notes than the
Maximum Acceptance Amount.

The Company has invited all eligible holders of the Notes to tender such Notes
for repurchase by the Company for cash upon the terms and subject to the
conditions contained in the Tender Offer Memorandum.   The Company is proposing
to repurchase any and all of its outstanding 2009 Notes and, to the extent the
Accepted 2009 Notes Amount is less than the Target Acceptance Amount, an
aggregate nominal amount of its outstanding 2008 Notes up to an amount equal to
the Maximum Acceptance Amount less the Accepted 2009 Notes Amount (the Maximum
2008 Note Acceptance Amount) and, to the extent the aggregate nominal amount of
the 2009 Notes and the 2008 Notes accepted for repurchase (the Accepted 2009 and
2008 Notes Amount) is less than the Target Acceptance Amount, an aggregate
nominal amount of its outstanding 2007 Notes up to an amount equal to the
Maximum Acceptance Amount less the Accepted 2009 and 2008 Notes Amount (the
Maximum 2007 Note Acceptance Amount).

If the aggregate nominal amount of the 2008 Notes validly tendered or the 2007
Notes validly tendered, as the case may be, is greater than the Maximum 2008
Note Acceptance Amount or the Maximum 2007 Note Acceptance Amount, respectively,
2008 Notes or 2007 Notes, respectively, will be accepted on a pro rata basis as
described in the Tender Offer Memorandum.

The price payable for the Notes accepted for repurchase will be determined at or
around the pricing time on the pricing date in accordance with market convention
by reference to the sum of the relevant Repurchase Spread and the relevant offer
side benchmark security rate.  The Company will also pay accrued interest on
those Notes accepted for repurchase pursuant to the Offer, all as further
detailed in the Tender Offer Memorandum.

Subject to applicable law and as provided in the Tender Offer Memorandum, the
Company may, in its sole discretion, extend, re-open, amend, waive any condition
of or terminate the Offer at any time


Description of   Common code/    Outstanding      Amount subject to the     Benchmark Security    Repurchase
the Notes        ISIN            nominal amount   Offer                                           Spread

£350,000,000     009393463       £350,000,000     Any and all               4.00 per cent. UK     25 bps
5.125 per cent.                                                             Treasury Gilt due
Notes due 2009   XS0093934635                                               2009

£250,000,000     0013077924      £250,000,000     Up to an amount equal to  5.00 per cent. UK     25 bps
6.00 per cent.                                    the Maximum Acceptance    Treasury Gilt due
Notes due 2008   XS0130779241                     Amount less the Accepted  2008
                                                  2009 Notes Amount

£325,000,000     007878869       £325,000,000     Up to an amount equal to  4.50 per cent. UK     22 bps
7.50 per cent.                                    the Maximum Acceptance    Treasury Gilt due
Notes due 2007   XS0078788691                     Amount less the Accepted  2007
                                                  2009 and 2008 Notes
                                                  Amount


Indicative Offer Timetable

Date and time (All times         Event
are London time)

Thursday, 27 July 2006       Launch Date

                             Offer announced and Tender Offer Memorandum available from the Dealer Managers and the
                             Tender Agent.

Monday, 7 August 2006 at     Expiration Deadline
4.00 p.m.
                             Deadline for receipt by the Tender Agent of all Tender Instructions.

Tuesday, 8 August 2006, at
or around 12 noon            Announcement of Acceptance

                             Announcement by the Company of which Tendered Notes (if any) it accepts for repurchase and
                             of the aggregate nominal amount of the Notes of each series accepted for repurchase and the
                             details of any pro rata allocations.

Tuesday, 8 August 2006 at or
around 2.00 p.m.             Pricing Date and Time
                             
                             Determination and announcement of each repurchase price (including each offer side
                             benchmark security rate and repurchase yield).

Friday, 11 August 2006       Settlement Date

                             Payment of the repurchase price and accrued interest in respect of the Notes accepted for
                             repurchase.

The above dates and times are subject, where applicable, to the right of the
Company to extend, re-open, amend and/or terminate the Offer.

Eligible holders of the Notes are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures for
participating in the Offer.  BNP Paribas and Citigroup Global Markets Limited
are acting as Dealer Managers.  Citibank N.A. is acting as Tender Agent.


Requests for information in relation to the Offer should be directed to :

                                            Dealer Managers

                     BNP PARIBAS                                Citigroup Global Markets Limited
                 10 Harewood Avenue                                     Citigroup Centre
                   London NW1 6AA                                         Canada Square
         Attention: Debt Restructuring Group                              Canary Wharf
      Email: [e-mail]                           London E14 5LB
              Tel: [phone]                       Attention: Liability Management Group
                                                         Email: [e-mail]
                                                                    Tel: [phone]

Requests for information in relation to the procedures for tendering Notes in the Offer and the submission
of Tender Instructions should be directed to:

                                             The Tender Agent
                                              Citibank, N.A.
                                             Citigroup Centre
                                               Canada Square
                                               Canary Wharf
                                              London E14 5LB

                                    Email: [e-mail]

                                         Tel: [phone]

                                         Fax: [phone]


A copy of the Tender Offer Memorandum is available for inspection at the
Document Viewing Facility of the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is made with
respect to the Offer.  If you are in any doubt as to the action you should take,
you are recommended to seek your own financial advice, including as to any tax
consequences, from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser.  Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender Notes in the Offer. None
of the Company, BNP Paribas, Citigroup Global Markets Limited or Citibank, N.A.
makes any recommendation whether Noteholders should tender Notes in the Offer.



OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law.  Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by the
Company and the Dealer Managers to inform themselves about and to observe any
such restrictions. Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell the Notes, and
tenders of Notes in the Offer will not be accepted from Noteholders in any
jurisdiction in which such offer or solicitation is unlawful.  In those
jurisdictions where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer and any of the Dealer Managers is such a
licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be
made on behalf of the Company by that Dealer Manager.

United States

The Offer is not being made 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, facsimile transmission, telex, telephone, email and other
forms of electronic transmission) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, and the Notes
may not be tendered in the Offer by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded in or into the United States or to persons located or
resident in the United States.  Any purported tender of Notes in the Offer
resulting directly or indirectly from a violation of these restrictions will be
invalid and tenders of Notes made by a person located in the United States or
any agent, fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States will not be
accepted.  For the purposes of this paragraph, United States means the United
States of America, its territories and possessions, any state of the United
States of America and the District of Columbia.

Italy

The Offer is not being made in the Republic of Italy (Italy).  The Offer, this
announcement and the Tender Offer Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations.  Accordingly, Noteholders are
notified that, to the extent Noteholders are resident and/or located in Italy,
the Offer is not available to them and they may not tender Notes in the Offer
and, as such, any Tender Instructions received from such persons shall be
ineffective and void, and none of this announcement, the Tender Offer Memorandum
or any other documents or materials relating to the Offer or the Notes may be
distributed or made available in Italy.

The Offer is not being made and this announcement and the Tender Offer
Memorandum are not being distributed to the public in the United Kingdom, France
or Belgium. In such jurisdictions, only the following persons may participate in
the Offer and receive this announcement and the Tender Offer Memorandum (as more
fully set out in the Tender Offer Memorandum):

United Kingdom (investment professionals and persons within Article 43(2) or
otherwise of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 / France (certain qualified investors and providers of portfolio
management investment services) / Belgium (institutional investors).


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            The company news service from the London Stock Exchange