Tesco PLC — Capital/Financing Update 2013

Nov 12, 2013

RNS Number : 7532S Tesco PLC 12 November 2013

Tesco PLC 12 November 2013

TESCO CORPORATE TREASURY SERVICES PLC ISSUE OF €500,000,000 1.250 PER CENT. NOTES DUE 13 NOVEMBER 2017 AND €500,000,000 2.125 PER CENT. NOTES DUE 12 NOVEMBER 2020 GUARANTEED BY TESCO PLC

PUBLICATION OF FINAL TERMS

Tesco Corporate Treasury Services PLC (TCTS) has published the following final terms (the Final Terms):

Final Terms dated 11 November 2013 in respect of an issue of €500,000,000 1.250 per cent. Notes due 13 November 2017 (the 2017 Notes); and

Final Terms dated 11 November 2013 in respect of an issue of €500,000,000 2.125 per cent. Notes due 12 November 2020 (the 2020 Notes).

The Final Terms should be read in conjunction with the Offering Circular dated 23 August 2013 and the Supplement to the Offering Circular dated 4 October 2013 in respect of the TCTS £15,000,000,000 Euro Note Programme.

To view the Final Terms in respect of the 2017 Notes, please paste the URL below into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/7532S_- 2013-11-11.pdf

To view the Final Terms in respect of the 2020 Notes, please paste the URL below into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/7532S_1- 2013-11-11.pdf

Copies of the Final Terms have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.

For further information:

Investors: Chris Griffith 01992 644 800

Media: Tom Hoskin 01992 644 645

Tesco PLC Tesco House Delamare Road Cheshunt Hertfordshire EN8 9SL

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Offering Circular dated 23 August 2013) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering Circular is not addressed. Prior to relying on the information contained in the Final Terms you must ascertain from the Offering Circular whether or not you are part of the intended addressees of the information contained in the Final Terms.

Your right to access this service is conditional upon complying with the above requirement.

This information is provided by RNS The company news service from the London Stock Exchange

END

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FINAL TERMS

11 November 2013

Tesco Corporate Treasury Services PLC Issue of €500,000,000 1.250 per cent. Notes due 13 November 2017 Guaranteed by Tesco PLC under the £15,000,000,000 Euro Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular dated 23 August, 2013 which, as modified by the supplement to the Offering Circular dated 4 October 2013 together, constitute a base prospectus for the purposes of the Prospectus Directive (the "Offering Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantor (in the case of Guaranteed Notes) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1.	(i)	Issuer:	Tesco Corporate Treasury Services PLC
	(ii)	Guarantor:	Tesco PLC
2.	$\left( i\right)$	Series Number:	1
	(ii)	Tranche Number:	ĺ
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.		Specified Currency or Currencies:	Euro $(\epsilon)$
4.	Aggregate Nominal Amount:
	(i)	Tranche:	€500,000,000
	(ii)	Series:	€500,000,000
5.	Issue Price:		99.605 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including $E199,000$ . No Notes in definitive form will be issued with a denomination above £199,000.
	(ii)	Calculation Amount:	€1,000
7.	(i)	Issue Date:	12 November 2013
	(ii)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	13 November 2017
9.		Interest Basis:	Fixed Rate
			(see paragraph 13 below)
10.		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount

11.	Change of Interest Basis:	Not Applicable
12.	Put/Call Options:	Restructuring Event Put (see paragraph 19 below)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.		Fixed Rate Note Provisions	Applicable
	Rate of Interest: $\left($		1.250 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	13 November in each year commencing on 13 November 2014 up to and including the Maturity Date
			There will be a long first interest period from and including the Interest Commencement Date to, but excluding, 13 November 2014
	(iii)	Fixed Coupon Amount(s): (Applicable to Notes in definitive form.)	$E12.50$ per Calculation Amount, other than in respect of the long first interest period
	(iv)	Broken Amount(s): (Applicable to Notes in definitive form.)	In respect of the long first interest period, $\epsilon$ 12.53 per Calculation Amount payable on the Interest Payment Date falling on 13 November 2014
	(v)	Fixed Day Count Fraction:	Actual/Actual (ICMA)
	(v i )	Determination Date(s):	13 November in each year
14.		Floating Rate Note Provisions	Not Applicable
15.	Zero Coupon Note Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
16.	Notice periods for Condition 6(b)		Minimum period: 30 days
			Maximum period: 60 days
17.	Issuer Call		Not Applicable
18.	Investor Put		Not Applicable
19.		Restructuring Event Put	Applicable
20.		Final Redemption Amount	$€1,000$ per Calculation Amount
21.	Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default		$€1,000$ per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22.		Form of Notes:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.
	(ii)	New Global Note:	Y es

1. Additional Financial Centre(s): Not Applicable

$No$

and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contra

à,

1. Talons for future Coupons to be attached to Definitive Notes:

Signed on behalf of Tesco Corporate Treasury Services PLC

By: ....................................

Duly authorised

DAVID NIGTAKIS ATTORATEY

The Contract of the Contract of the Contract of the Contract of the Contract of The Contract of The Contract o

Signed on behalf of Tesco PLC By: ....................................

Duly authorised

Com

DAVID NITAKIS ATTORNEY

PART B-OTHER INFORMATION

$\mathbf{1}$ LISTING AND ADMISSION TO TRADING

$(i)$ Listing and Admission to trading:

		behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 12 November 2013.
(ii)	Estimate of total expenses related to admission to trading:	63,750
	RATINGS
Ratings:		The Notes to be issued have been rated:
		BBB+ by Fitch Ratings Limited;
		Baa1 by Moody's Investors Service Limited; and
		BBB+ by Standard & Poor's Credit Market Services Europe Limited.

$\mathbf{3}$ . INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business

$\ddot{4}$ YIELD (Fixed Rate Notes only)

Indication of yield:

$\overline{2}$ .

1.352 per cent.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

Application has been made by the Issuer (or on its

5. OPERATIONAL INFORMATION

(i)	ISIN Code:	XS0992632702
(ii)	Common Code:	099263270
(iii)	Any clearing system(s) other than Euroclear and Clearstream. Luxembourg and the relevant identification number(s):	Not Applicable
(iv)	Delivery:	Delivery against payment
(v)	Names and addresses of additional Paying $Agent(s)$ (if any):	Not Applicable

U.S. selling restrictions:

6.

Reg. S Compliance Category 2; TEFRA D

FINAL TERMS

11 November 2013

Tesco Corporate Treasury Services PLC Issue of €500,000,000 2.125 per cent. Notes due 12 November 2020 Guaranteed by Tesco PLC under the £15,000,000,000 Euro Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular dated 23 August, 2013 which, as modified by the supplement to the Offering Circular dated 4 October 2013 together, constitute a base prospectus for the purposes of the Prospectus Directive (the "Offering Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantor (in the case of Guaranteed Notes) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1.	(i)	Issuer:	Tesco Corporate Treasury Services PLC
	(i)	Guarantor:	Tesco PLC
$\mathbf{2}$	(i)	Series Number:	2
	(ii)	Tranche Number:	ĺ
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.		Specified Currency or Currencies:	Euro $(\epsilon)$
4.	Aggregate Nominal Amount:
	(i)	Tranche:	€500,000,000
	(ii)	Series:	€500,000,000
5.	Issue Price:		99.429 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including $E199,000$ . No Notes in definitive form will be issued with a denomination above €199,000.
	(ii)	Calculation Amount:	€1,000
7.	(i)	Issue Date:	12 November 2013
	(i)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		12 November 2020
9.		Interest Basis:	Fixed Rate
			(see paragraph 13 below)
10.		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent, of their nominal amount

11.	Change of Interest Basis:			Not Applicable
12.	Put/Call Options:			Issuer Call Restructuring Event Put (see paragraph 17 and 19 below)
			PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.	Fixed Rate Note Provisions			Applicable
	(i)		Rate of Interest:	2.125 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)		Interest Payment Date(s):	12 November in each year commencing on 12 November 2014 up to and including the Maturity Date
	(iii)		Fixed Coupon Amount(s): (Applicable to Notes in definitive form.)	€21.25 per Calculation Amount
	(iv)		Broken Amount(s): (Applicable to Notes in definitive form.)	Not Applicable
	(v)		Fixed Day Count Fraction:	Actual/Actual (ICMA)
	$(v_i)$		Determination Date(s):	12 November in each year
14,			Floating Rate Note Provisions	Not Applicable
15.			Zero Coupon Note Provisions	Not Applicable
			PROVISIONS RELATING TO REDEMPTION
16.			Notice periods for Condition 6(b)	Minimum period: 30 days
				Maximum period: 60 days
17.	Issuer Call			Applicable
	(i)		Optional Redemption Date(s):	12 August 2020 and each day thereafter up to, but excluding, the Maturity Date
	(ii) Optional Redemption Amount(s) and method, if any, of calculation of such $amount(s)$ :			€1,000 per Calculation Amount
	(iii)	If redeemable in part:
		(a)	Minimum Redemption Amount:	Not Applicable
		(b)	Higher Redemption Amount:	Not Applicable
	(iv)		Notice periods:	Minimum period: 30 days
				Maximum period: 60 days
18.	Investor Put			Not Applicable
19.	Restructuring Event Put			Applicable
20.			Final Redemption Amount	$€1,000$ per Calculation Amount
21.	Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default			$E1,000$ per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22.	(i)	Form of Notes:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.
	(ii)	New Global Note:	Yes
23.		Additional Financial Centre(s):	Not Applicable
24.	Talons for future Coupons to be attached to Definitive Notes:		No.

Signed on behalf of Tesco Corporate Treasury Services PLC

By: .................................... Duly authorised an Santan Sarah Kabupatén Kabu فتسبب DAVID NIOTAKU Signed on behalf of Tesco PLC ATTORNEY

By: ....................................

Duly authorised

DAVID NIOTAKIS ATTORNEY

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\mathbf{I}$

(i)	Listing and Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 12 November 2013.
(ii)	Estimate of total expenses related to admission to trading:	€3,750
	RATINGS
Ratings:		The Notes to be issued have been rated:
		BBB+ by Fitch Ratings Limited:
		Baal by Moody's Investors Service Limited; and
		BBB+ by Standard & Poor's Credit Market Services Europe Limited.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{3}$ .

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business

$\overline{4}$ . YIELD (Fixed Rate Notes only)

Indication of yield:

$2.$

6.

2.214 per cent.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

OPERATIONAL INFORMATION 5.

(i)	ISIN Code:	XS0992638220
(ii)	Common Code:	099263822
(iii)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable
(iv)	Delivery:	Delivery against payment
(v)	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
	U.S. SELLING RESTRICTIONS
	U.S. selling restrictions:	Reg. S Compliance Category 2; T

EFRAD