Sandell Asset Management Europe Limited Sandell Asset Management Europe Limited : Form 8.3 - Tesco Plc - Amendment

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TIDMTSCO

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FORM 8.3

AMENDMENT TO SECTION 1(e)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

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1. KEY INFORMATION

(a) Full name of discloser: Sandell

Asset

Management

Corp.

(b) Owner or controller of interests and short positions

disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient.

For a trust, the trustee(s), settlor and beneficiaries

must be named.

(c) Name of offeror/offeree in relation to whose relevant Tesco PLC

securities this form relates:

Use a separate form for each offeror/offeree

(d) If an exempt fund manager connected with an offeror/offeree,

state this and specify identity of offeror/offeree:

(e) Date position held/dealing undertaken: 20/9/2017

For an opening position disclosure, state the latest

practicable date prior to the disclosure

(f) In addition to the company in 1(c) above, is the Yes, for

discloser making disclosures in respect of any other Booker Group

party to the offer? PLC

If it is a cash offer or possible cash offer, state

"N/A"

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than

one class of relevant securities of the offeror or offeree named in 1(c),

copy table 2(a) or (b) (as appropriate) for each additional class of

relevant security.

(a) Interests and short positions in the relevant securities of

the offeror or offeree to which the disclosure relates following the

dealing (if any)

Class of relevant security: 1p ordinary

Interests Short positions

Number % Number %

(1) Relevant securities owned and/or controlled:

(2) Cash-settled derivatives: 15,802,883 .19

(3) Stock-settled derivatives (including options)

and agreements to purchase/sell:

TOTAL: 15,802,883 .19

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded

options), or agreements to purchase or sell relevant securities, should

be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors'

and other employee options)

Class of relevant security in relation to which subscription

right exists:

Details, including nature of the rights concerned

and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant

securities of the offeror or offeree named in 1(c), copy table 3(a), (b),

(c) or (d) (as appropriate) for each additional class of relevant

security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant Purchase/sale Number of securities Price per unit

security

(b) Cash-settled derivative transactions

Class of Nature of dealing Number of Price

relevant Product description e.g. opening/closing a long/short position, increasing/reducing reference per

security e.g. CFD a long/short position securities unit

5p

ordinary Swap Increasing a long position 1,549,800 1.8616

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of Product Writing, Number of Exercise Type Expiry Option

relevant description purchasing, securities price e.g. American, European etc. date money

security e.g. call selling, to which per paid/

option varying option unit received

etc. relates per

unit

(ii) Exercise

Class of Product description Exercising/ Number of Exercise

relevant e.g. call option exercised securities price per

security against unit

(d) Other dealings (including subscribing for new securities)

Class of relevant Nature of dealing Details Price per unit

security e.g. subscription, conversion (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or

any agreement or understanding, formal or informal,

relating to relevant securities which may be an inducement

to deal or refrain from dealing entered into by the

person making the disclosure and any party to the

offer or any person acting in concert with a party

to the offer:

Irrevocable commitments and letters of intent should

not be included. If there are no such agreements,

arrangements or understandings, state "none"

None

(b) Agreements, arrangements or understandings relating to

options or derivatives

Details of any agreement, arrangement or understanding,

formal or informal, between the person making the

disclosure and any other person relating to:

(i) the voting rights of any relevant securities under

any option; or

(ii) the voting rights or future acquisition or disposal

of any relevant securities to which any derivative

is referenced:

If there are no such agreements, arrangements or understandings,

state "none"

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? No

Date of disclosure: 9/21/2017

Contact name: Triet Leminh

Telephone number: 1-212-603-5816

Public disclosures under Rule 8 of the Code must be made to a Regulatory

Information Service.

The Panel's Market Surveillance Unit is available for consultation in

relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at

www.thetakeoverpanel.org.uk.

This announcement is distributed by Nasdaq Corporate Solutions on behalf

of Nasdaq Corporate Solutions clients.

The issuer of this announcement warrants that they are solely

responsible for the content, accuracy and originality of the information

contained therein.

Source: Sandell Asset Management Europe Limited via Globenewswire

http://www.sandellmgmt.com/

(END) Dow Jones Newswires

September 22, 2017 12:39 ET (16:39 GMT)