Tesco PLC — Capital/Financing Update 2020

Apr 27, 2020

europrospectus com

FOREST ROW RH18 5AT UK

X50159013142000

PRICING SUPPLEMENT

11th December, 2002

TESCO PLC

Issue of £200,000,000

5.50 per cent. Notes due 2033 under the

£5,000,000,000

Euro Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 10th July, 2002. This Pricing Supplement is supplemental to and must be read in conjunction with such Offering Circular.

1. (i) Series Number: 35
   (ii) Tranche Number: 1
2. Specified Currency or Currencies: GBP ("£")
3. Aggregate Nominal Amount:
   (i) Tranche: £200,000,000
   (ii) Series: £200,000,000
4. (i) Issue Price: 98.529 per cent. of the Aggregate Nominal Amount
   (ii) Net Proceeds: £195,808,000
5. Specified Denominations: £1,000, £10,000 and £100,000
6. Issue Date and Interest Commencement Date: 13th December, 2002
7. Maturity Date: 13th January, 2033
8. Interest Basis: Fixed Rate
9. Redemption/Payment Basis: Redemption at par
10. Change of Interest Basis or Redemption/Payment Basis: Not Applicable
11. Put/Call Options: Investor Put. See Schedule.
12. Listing: London
13. Method of distribution: Syndicated

PROCESSED

DEC 24 2002

THOMSON

FINANCIAL

15437.02649 KCM+41474.2

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
   Applicable

(i) Rate of Interest:
$5.50 per cent. per annum payable annually in arrear

(ii) Interest Payment Date(s):
13th January in each year from and including 13th January, 2004 up to and including the Maturity Date

(iii) Fixed Coupon Amount(s):
£55 per £1,000 in nominal amount
£550 per £10,000 in nominal amount
£5,500 per £100,000 in nominal amount

(iv) Broken Amount(s):
Interest payable on the first Interest Payment Date shall be in respect of the period from and including the Issue Date up to but excluding the first Interest Payment Date and shall be £59.67 per £1,000 in nominal amount, £596.71 per £10,000 in nominal amount and £5,967.12 per £100,000 in nominal amount

(v) Fixed Day Count Fraction:
Actual/Actual (ISMA)

(vi) Determination Dates(s):
13th January in each year

(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:
None

1. Floating Rate Note Provisions
   Not Applicable

2. Zero Coupon Note Provisions
   Not Applicable

3. Index Linked Interest Note Provisions
   Not Applicable

4. Dual Currency Note Provisions
   Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call:
   Not Applicable

2. Investor Put:
   Applicable

(i) Optional Redemption Date(s):
See Schedule attached

(ii) Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):
See Schedule attached

15437-26491C31:6414742

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(iii) Notice Period (If other than as set out in the Conditions): See Schedule attached

1. Final Redemption Amount of each Note: Par

2. Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(e)): Condition 6(e) shall apply

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.

2. Additional Financial Centre(s) of each Note or other special provisions relating to Payment Dates: Not Applicable

3. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

4. Details relating to Partly Paid Notes: Not Applicable

5. Details relating to Installment Notes:
   (i) Installment Amount(s): Not Applicable
   (ii) Installment Date(s): Not Applicable

6. Redenomination applicable: Redenomination not applicable

7. Other terms or special conditions: Condition 6(d) shall be deleted and replaced with the Schedule attached to this Pricing Supplement.

DISTRIBUTION

1. (i) If syndicated, names of Managers:
2. Deutsche Bank AG London
3. HSBC Bank plc
4. Salomon Brothers International Limited
5. The Royal Bank of Scotland plc
6. Tokyo-Mitsubishi International plc

(ii) other managers:
- BNP Paribas
- Royal Bank of Canada Europe Limited

(iii) Stabilizing Manager (if any):
- Deutsche Bank AG London

17437-10549 (CS) 641474.2

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1. If non-syndicated, name of relevant Dealer: Not Applicable
2. Additional selling restrictions: Not Applicable

OPERATIONAL INFORMATION

1. Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Clearstream, AG
2. Delivery: Delivery against payment
3. Additional Paying Agent(s) (if any): Not Applicable

ISIN:	XS0159013142
Common Code:	015901314
WKN:	348686

LISTING APPLICATION

This Pricing Supplement comprises the details required to list the issue of Notes described herein pursuant to the listing of the £5,000,000,000 Euro Note Programme of Tesco PLC.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the Issuer:

By:
Duly authorised

15437-02649 K20541474.2

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SCHEDULE

In relation to the Pricing Supplement dated 11th December, 2002 of which this forms the attached Schedule, Condition 6(d) shall be deleted and replaced with the following:

If during the period from 14th December, 2002 to 5th December, 2033 there occurs a Restructuring Event and within the Restructuring Period (i) (if at the time that Restructuring Event occurs there are Rated Securities) a Rating Downgrade in respect of that Restructuring Event occurs or (ii) (if at such time there are no Rated Securities), a Negative Rating Event in respect of that Restructuring Event occurs (that Restructuring Event and, where applicable, Rating Downgrade or Negative Rating Event, as the case may be, occurring within the Restructuring Period together called a "Put Event"), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice referred to below, the Issuer gives notice under Condition 6(b) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) that Note on the Optional Redemption Date (as defined below) at its principal amount (the "Optional Redemption Amount") together with (or, where purchased, together with an amount equal to) interest accrued to (but excluding) the Optional Redemption Date.

Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, the Trustee shall, give notice (a "Put Event Notice") to the Noteholders in accordance with Condition 13 specifying the nature of the Put Event and the procedure for exercising the option contained in this Condition 6(d).

To exercise the option to require redemption of a Note under this Condition 6(d), the holder of the Note, if it is in definitive form, must deliver such Note, on any Business Day (as defined below) falling within the period (the "Put Period") of 45 days after a Put Event Notice is given, at the specified office of any Paying Agent, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a "Put Notice") and in which the holder may specify a bank account to which payment is to be made under this Condition 6(d).

If the Notes are represented by a Global Note, such option may be exercised by the holder of the Global Note by giving notice to the Agent of the principal amount of Notes in respect of which the option is exercised and presenting such Global Note for endorsement of exercise within the time limits specified in this Condition 6(d).

"Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the place of the specified office of the Paying Agent at which the Note is delivered.

The Definitive Notes should be delivered together with all Coupons appertaining thereto maturing after the date (the "Optional Redemption Date") seven days after the expiry of the Put Period, falling which the Paying Agent will require payment of an amount equal to the face value of any such missing Coupon. Any amount so paid will be reimbursed in the manner provided in Condition 5 against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 10) any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. The Paying Agent to which such Note and Put Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specifies a bank account in the Put Notice to which payment is to be made, on the Optional Redemption Date by transfer to that bank account and, in every other case, on

15437-026491C34:641494.2

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or after the Optional Redemption Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Put Notice, once given, shall be irrevocable. For the purposes of Condition 5 and certain other purposes specified in the Trust Deed, receipts issued pursuant to this Condition 6(d) shall be treated as if they were Notes. The Issuer shall redeem or, at the option of the Issuer, purchase (or procure the purchase of) the relevant Notes on the Optional Redemption Date unless previously redeemed or purchased.

For the purpose of these Conditions:

A "Negative Rating Event" shall be deemed to have occurred if (i) the Issuer does not, either prior to or not later than 21 days after the relevant Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Notes or any other unsecured and unsubordinated debt of the Issuer (or any Subsidiary of the Issuer which is guaranteed on an unsecured and unsubordinated basis by the Issuer) having an initial maturity of five years or more ("Rateable Debt") from a Rating Agency or (ii) if it does so seek and use such endeavours, it is unable, as a result of such Restructuring Event to obtain such a rating of at least investment grade BBB-(in the case of Standard & Poor's), Baa3 (in the case of Moody's) or BBB - (in the case of Fitch Ratings Ltd.), or their respective equivalents for the time being), provided that a Negative Rating Event shall not be deemed to have occurred in respect of a particular Restructuring Event if the Rating Agency declining to assign a rating of at least investment grade (as defined above) does not announce or publicly confirm or inform the Trustee in writing at its request that its declining to assign a rating of at least investment grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Restructuring Event (whether or not the Restructuring Event shall have occurred at the time such investment grade rating is declined);

"Rated Securities" means the Notes so long as they shall have an effective rating from any Rating Agency and otherwise any unsecured and unsubordinated debt of the Issuer having an initial maturity of five years or more which is rated by one of the Rating Agencies; provided that if there shall be no such unsecured and unsubordinated debt of the Issuer prior to the maturity of the Notes, the holder of not less than one-quarter of the principal amount of outstanding Notes may require the Issuer to obtain and thereafter update on an annual basis a rating of the Notes from one Rating Agency. In addition, the Issuer may at any time obtain and thereafter update on an annual basis a rating of the Notes from any Rating Agency, provided that, except as provided above, the Issuer shall not have any obligation to obtain such a rating of the Notes;

"Rating Agency" means Standard & Poor's Rating Services, a division of The McGraw Hill Companies, Inc. and its successors or Moody's Investors Service, Inc. and its successors or Fitch Ratings Ltd. and its successor or any other rating agency of equivalent standing specified by the Issuer from time to time in writing to the Trustee;

A "Rating Downgrade" shall be deemed to have occurred in respect of a Restructuring Event if the current rating whether provided by a Rating Agency at the invitation of the Issuer or by its own volition assigned to the Rated Securities by any Rating Agency is withdrawn and is not within the Restructuring Period replaced by a rating of another Rating Agency at least equivalent to that which was current immediately before the occurrence of the Restructuring Event or is reduced from an investment grade rating BBB-/Baa3/BBB- (or their respective equivalents for the time being) or better to a non-investment grade rating BB+/Ba1/BB+ (or their respective equivalents for the time being) or worse; provided that a Rating Downgrade otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Restructuring Event if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Restructuring Event (whether or not the applicable Restructuring Event shall have occurred at the time of the Rating Downgrade);

154.17-02649 [Cbh:641.474.2

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A "Restructuring Event" shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of the Issuer) that any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), or any persons acting on behalf of any such person(s), at any time is/are or become(s) interested (within the meaning of Part VI of the Companies Act 1985) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) such number of shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer; and

"Restructuring Period", means the period ending 90 days after the public announcement of the Restructuring Event having occurred (or such longer period in which the Rated Securities or Rateable Debt, as the case may be, is or are under consideration (announced publicly within the first mentioned period) for rating review or, as the case may be, rating by a Rating Agency).

13437-02640 1CM:641474.2