Tesco and Booker Group Merger Archive

Completion Related Announcements

Application For Admission of New Tesco Shares

Block Listing Application – Booker Share Plans

Court sanction of Scheme of Arrangement

Tesco PLC Scheme Effective dated 5 March 2018

Tesco PLC Main Listing Application (updated) dated 5 March 2018

Booker Group Scheme Effective dated 5 March 2018

Booker Group Closing Dividend and Cancellation of Listing dated 5 March 2018

Shareholder Vote

Tesco PLC General Meeting results announcement dated 28 February 2018

Tesco and Booker merger approved by shareholders announcement dated 28 February 2018

Documents Relating to Proposed Merger

Publication of Prospectus and Circular Announcement dated 05 February 2018

Tesco Appoints Charles Wilson as CEO of UK & ROI Announcement dated 05 February 2018

Posting Announcement dated 05 February 2018

Prospectus to Tesco Shareholders dated 5 February 2018

Circular to Tesco Shareholders and Notice of the Tesco General Meeting dated 5 February 2018

Booker Scheme Document

Transaction Announcement and Stakeholder Presentation

2.7 announcement dated 27 January 2017

Stakeholder presentation dated 27 January 2017

Transcript of newswire call dated 27 January 2017

Transcript of investor and analyst presentation dated 27 January 2017

Irrevocable Undertakings

Booker Group director irrevocable undertaking – Andrew Cripps dated 27 January 2017

Booker Group director irrevocable undertaking – Charles Wilson dated 27 January 2017

Booker Group director irrevocable undertaking – Gary Hughes dated 27 January 2017

Booker Group director irrevocable undertaking – Guy Farrant dated 27 January 2017

Booker Group director irrevocable undertaking – Helena Andreas dated 27 January 2017

Booker Group director irrevocable undertaking – Jonathan Prentis dated 27 January 2017

Booker Group director irrevocable undertaking – Karen Jones dated 27 January 2017

Booker Group director irrevocable undertaking – Stewart Gilliland dated 27 January 2017

Tesco director irrevocable undertaking – Alan Stewart dated 27 January 2017

Tesco director irrevocable undertaking – Byron Grote dated 27 January 2017

Tesco director irrevocable undertaking – Dave Lewis dated 27 January 2017

Tesco director irrevocable undertaking – Deanna Oppenheimer dated 27 January 2017

Tesco director irrevocable undertaking – John Allan dated 27 January 2017

Tesco director irrevocable undertaking – Mark Henry Armour dated 27 January 2017

Tesco director irrevocable undertaking – Mikael Olsson dated 27 January 2017

Tesco Director Irrevocable Undertaking Lindsey Pownall dated December 2017

Tesco Director Irrevocable Undertaking Alison Platt dated 02 January 2018

Tesco Director Irrevocable Undertaking Steve Golsby dated 04 January 2018

Tesco Director Irrevocable Undertaking Simon Patterson dated 22 January 2018

 

Transaction Documents

Additional confidentiality agreement – Lee Coney dated 15 December 2016

Additional confidentiality agreement – Luke Tolaini dated 15 December 2016

Additional confidentiality agreement – Mark Chilton dated 19 December 2016

Clean team confidentiality agreement dated 12 December 2016

Confidentiality agreement dated 20 June 2016

Confidentiality and joint defense agreement dated 28 June 2016

Co-operation agreement dated 27 January 2017

Deed of amendment to service agreement dated 27 January 2017

Lock-up agreement dated 27 January 2017

Other

Tesco media statement dated 27 March 2017

CMA Announcement dated 30 May 2017

CMA Fast-track Announcement dated 29 June 2017

CMA Provisional Findings Announcement dated 14 November 2017

CMA Final Clearance Announcement dated 20 December 2017

Additional Materials

Audited consolidated accounts of Tesco for the 52 weeks ended 25 February 2017

Audited consolidated accounts of Tesco for the 52 weeks ended 25 February 2016

Unaudited consolidated accounts of Tesco for the 26 weeks ending 26 August 2017

Unaudited consolidated accounts of Tesco for the 26 weeks ending 27 August 2016

Audited consolidated accounts of Tesco for the 53 weeks ended 25 February 2015

Tesco 3Q and Christmas Statement for the 19 weeks ended 6 January 2018

Barclays and Citi Report - QFBS

Deloitte Report - Tesco Profit Forecast

Greenhill Report - Tescp Profit Forecast

Barclays Report - Tesco Profit Forecast

Citi Report - Tesco Profit Forecast

Deloitte Report - Unaudited Pro Forma Financial Information

Tesco Annual Report 2015

Tesco Annual Report 2016

Tesco Annual Report 2017

Davy Historical Tesco Dealing (Unaggregated)

Barclays Historical Tesco Dealing (Unaggregated)

Citi Historical Tesco Dealing (Unaggregated)

Articles of Association of Tesco PLC

Deloitte consent letter to Tesco relating to profit forecast

Deloitte consent letter to Tesco relating to pro forma

Deloitte consent letter to Tesco relating to QFBS reconfirmation statement

Deloitte re-confirmation letter to Tesco relating to QFBS

Greenhill consent letter addressed to Tesco relating to Profit Forecast

Greenhill reconfirmation letter to Tesco relating to QFBS

Greenhill consent letter addressed to Booker relating to profit forecast

Greenhill reconfirmation letter to Booker relating to QFBS

Barclays consent letter to Tesco relating to QFBS and profit forecast

Barclays consent letter to Booker relating to QFBS and profit forecast

Citi consent letter to Tesco relating to QFBS and profit forecast

Citi consent letter to Booker relating to QFBS and profit forecast

Robey Warshaw consent letter to Tesco relating to class 1 circular

Audited consolidated accounts of Booker for the 52 weeks ended 24 March 2017

Audited consolidated accounts of Booker for the 52 weeks ended 25 March 2016

Booker Unaudited Interim Accounts 8 September 2017

Booker Q3 Trading Update for the 16 weeks ended 29 December 2017

Forms of Proxy for Booker Court Meeting and Booker General Meeting

Form of Election

Booker Current Memorandum and Articles of Association

Proposed Amended Booker Articles of Assocation

Consent letter from JP Morgan Cazenove in respect of the scheme document

Consent letter from Investec in respect of the scheme document

Davy Consent Letter