Tesco PLC — Capital/Financing Update 2014

Jun 30, 2014

FINAL TERMS

27 June 2014

Tesco Corporate Treasury Services PLC Issue of €750,000,000 2.500 per cent. Notes due 1 July 2024 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 supplements to the Offering Circular dated 4 October, 2013, 27 May, 2014 and 23 June, 2014 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.	(i)	Series Number:	4
	(ii)	Tranche Number:	1
	(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:	€750,000,000
	(ii)	Series:	€750,000,000
5.		Issue Price:	99.077 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:	1 July 2014
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		1 July 2024
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: (i)	2.500 per cent. per annum payable in arrear on each Interest Payment Date

• 1 July in each year commencing on 1 July 2015 up to and including the Maturity Date
• $€25.00$ per Calculation Amount

Minimum period: 30 days

• Not Applicable
• Actual/Actual (ICMA)
• 1 July in each year
• Not Applicable
• Not Applicable

PROVISIONS RELATING TO REDEMPTION

Interest Payment Date(s):

Fixed Coupon Amount(s):

Fixed Day Count Fraction:

Broken Amount(s):

Determination Date(s):

Floating Rate Note Provisions

Zero Coupon Note Provisions

1. Notice periods for Condition 6(b)

$(ii)$

$(iii)$

$(iv)$

$(v)$

$(vi)$

default:

14.

15.

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 Early Redemption Amount(s) payable on 21. $€1,000$ per Calculation Amount redemption for taxation reasons or on event of

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:	Yes
23.	Additional Financial Centre(s):		London
24.	Talons for future Coupons to be attached to Definitive Notes:		No.

Signed on behalf of Tesco Corporate Treasury Services PLC
$By: $
Duly authorised
D. N15T4125
Signed on behalf of Tesco PLC
By:
Duly authorised
D. N.

PART B - OTHER INFORMATION

$1.$ LISTING AND ADMISSION TO TRADING

(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 1 July 2014.
(ii)	Estimate of total expenses related to admission to trading:	€3,650
RATINGS
Ratings:		The Notes to be issued are expected to be rated:
		Baa2 by Moody's Investors Service Limited;
		BBB+ by Standard & Poor's Credit Market Services Europe Limited; and
		BBB by Fitch Ratings Limited

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to Barclays Bank PLC, BNP Paribas, Goldman Sachs International, Merrill Lynch International, ING Bank N.V. Belgian Branch, Lloyds Bank plc and Standard Chartered Bank (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

$\boldsymbol{4}$ YIELD

6.

2.

Indication of yield:

ODED LEIONLE INFODM LOYOM

2.606 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.

5.	OPERATIONAL INFORMATION
	(i)	ISIN Code:	XS1082971588
	(ii)	Common Code:	108297158
	(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
6.	U.S. SELLING RESTRICTIONS
	U.S. selling restrictions:		Reg. S Compliance Category 2; TEFRA D