REG - Tesco PLC Booker Group PLC - Tesco & Booker announce merger <Origin Href="QuoteRef">BOK.L</Origin> <Origin Href="QuoteRef">TSCO.L</Origin> - Part 2

TescoAnnouncement

27/01/2017 07:05

- Part 2: For the preceding part double click  ID:nRSa2907Va 

with quantified synergies of at
least £200 million per annum. by the end of the third year following
completion of the Merger (as described in further detail in paragraph 4
below). 
 
As a result, the Tesco Board expects the Merger to: 
 
•           generate a Return on Invested Capital in excess of Tesco's cost of
capital in the second full financial year following the Effective Date, and
significantly in excess of Tesco's cost of capital in the third full financial
year as the synergy benefits are delivered; 
 
•           be accretive to Tesco's earnings per share (excluding the effects
of implementation costs) in the second full financial year following the
Effective Date; and 
 
•           be beneficial to Tesco's leverage metrics. 
 
Summary 
 
The Tesco Board believes that the Merger represents a compelling opportunity
for shareholders of both Tesco and Booker to benefit from the growth
opportunities arising from the merger of the two highly complementary
businesses. 
 
4.         Financial benefits and effects of the Merger 
 
The Tesco Board believes that the Combined Group will bring together the
capacity and capability to accelerate revenue growth, from opportunities
which: 
 
•           help independent retailers grow their business by enabling them to
offer an enhanced customer proposition, better value and quality, with strong
fresh and own brand ranges; 
 
•           help independent caterers by improving the value equation through
better sourcing and enhancing the range of food available, including fresh
food and own brand ranges; 
 
•           better utilise the combined asset base, leading to enhanced
delivery service propositions and digital offerings for all customers and
improving accessibility to the full offering of the Combined Group; 
 
•           accelerate growth in the food service sector, by utilising the
Combined Group's combined skills and network; 
 
•           attract more catering and symbol group customers due to the
enhanced product range and service proposition; and 
 
•           bring together complementary capabilities and a new source of
consumer and customer insight to drive new innovative offerings. 
 
Tesco Quantified Financial Benefits Statement 
 
As such, the Merger is expected to enable significant opportunity for revenue
synergies. The Merger is also expected to enable significant opportunity for
cost synergies across areas including procurement, distribution, central
functions and other costs. 
 
The Tesco Directors expect pre-tax synergies for the Combined Group to reach a
run-rate of at least £200 million per annum by the end of the third year
following completion of the Merger. These anticipated synergies will accrue as
a direct result of the Merger and would not be achieved on a standalone
basis. 
 
Significant revenue growth potential 
 
The Tesco Board anticipates significant revenue growth opportunities, many of
which have not been fully quantified for reporting under the Code at this
stage. 
 
The Tesco Board is able to anticipate incremental operating profit of at least
£25 million per annum by the end of the third year following completion of the
Merger, primarily through additional revenue generated from an extended
catering offering within Tesco's stores, as well as Booker's symbol stores
being able to offer an enhanced product range and customer proposition. 
 
Significant cost synergy potential 
 
One of the key drivers of the identified synergies is the efficiencies that
the Merger enables given the complementary nature of the businesses. The Tesco
Directors expect pre-tax cost synergies for the Combined Group to reach a
run-rate of at least £175 million per annum by the end of the third year
following completion of the Merger. 
 
The constituent elements of quantified cost synergies are in addition to
savings initiatives already underway at Tesco and comprise: 
 
•           Procurement: approximately 55 per cent. of the identified cost
synergies are expected to be generated from improved purchasing cost
efficiencies and sharing best practice across each of the three main types of
supplier: fresh, own label and branded. These opportunities comprise
end-to-end cost reduction, lower waste, new opportunities for shared
innovation and better optimisation of supply terms for the Combined Group. 
 
•           Distribution and fulfilment: approximately 35 per cent. of the
identified cost synergies are expected to be generated from opportunities in
logistics and delivery, and improved efficiency and service standards.
Optimising a joint national distribution system of Tesco and Booker is
expected to lead to material benefits, including sharing parts of the fleet
and expanding click and collect services. Tesco also anticipates savings in
relation to final mile delivery to customers. 
 
•           Central functions and other: less than 10 per cent. of the
identified cost synergies are expected to be generated from the reduction of
duplicate costs and improved purchase of goods not for resale. 
 
Realisation costs and dis-synergies 
 
The Tesco Directors expect the realisation of the quantified synergies will
require estimated one-off cash costs of approximately £145 million incurred in
the first three years after the Effective Date. 
 
Aside from the one-off costs referred to above, the Tesco Directors do not
expect any material dis-synergies to arise in connection with the Merger. 
 
These statements of identified synergies and estimated savings relate to
future actions and circumstances which by their nature involve risks,
uncertainties and contingencies. As a consequence, the identified synergies
and estimated savings referred to may not be achieved, may be achieved later
or sooner than estimated, or those achieved could be materially different from
those estimated. 
 
Please refer to Appendix 5 for further details on these anticipated synergies.
The Quantified Financial Benefits Statement set out above has been reported on
under the Code by Deloitte, and by Tesco's lead financial adviser, Greenhill.
References to those anticipated synergies should be read in conjunction with
Appendix 5. 
 
5.         Recommendations 
 
The Merger constitutes a Class 1 transaction for Tesco for the purposes of the
Listing Rules. Accordingly, the Merger will be conditional on the approval of
the Tesco Shareholders at the Tesco General Meeting. 
 
The Tesco Directors consider the Merger to be in the best interests of Tesco
and the Tesco Shareholders as a whole and unanimously intend to recommend that
Tesco Shareholders vote in favour of the Tesco Resolutions to be proposed at
the Tesco General Meeting which will be convened in connection with the
Merger, as all Tesco Directors who hold Tesco Shares have irrevocably
undertaken to do in respect of their own holdings of, in aggregate, 400,970
Tesco Shares representing approximately 0.0049 per cent. of the existing
issued ordinary share capital of Tesco on 26 January 2017, being the last
Business Day before the date of this Announcement. In addition, all Tesco
Directors who hold their Tesco Shares in the form of ADRs have irrevocably
undertaken to vote in favour of the Tesco Resolutions to be proposed at the
Tesco General Meeting in the event that their current holdings convert from
the form of ADRs to Tesco Shares (and therefore become entitled to vote at the
Tesco General Meeting), with such undertakings relating to, in aggregate,
277,200 Tesco Shares representing approximately 0.0034 per cent. of the
existing issued ordinary share capital of Tesco on 26 January 2017, being the
last Business Day before the date of this Announcement. 
 
The Tesco Directors have received financial advice from Greenhill, Barclays
and Citi in relation to the Merger. In providing their advice to the Tesco
Directors, Greenhill, Barclays and Citi have relied upon the Tesco Directors'
commercial assessments of the Merger. 
 
Each of Greenhill, Barclays and Citi has given and not withdrawn its consent
to the inclusion in this Announcement of reference to its advice to the Tesco
Directors in the form and context in which it appears. 
 
The Booker Directors, who have been so advised by J.P. Morgan Cazenove as to
the financial terms of the Merger, consider the terms of the Merger to be fair
and reasonable. Accordingly, the Booker Directors intend unanimously to
recommend that Booker Shareholders vote in favour of the Scheme at the Scheme
Court Meeting and the resolutions relating to the Merger at the Booker General
Meeting as they have irrevocably undertaken to do in respect of their own
holdings of, in aggregate, 120,555,793 Booker Shares (representing
approximately 6.8 per cent. of the issued ordinary share capital of Booker on
26 January 2017, being the last Business Day before the date of this
Announcement). In providing its advice, J.P. Morgan Cazenove has taken into
account the commercial assessments of the Booker Directors. 
 
J.P. Morgan Cazenove has given and not withdrawn its consent to the inclusion
in this Announcement of reference to its advice to the Booker Directors in the
form and context in which it appears. 
 
6.         Background to and reasons for the Booker Board's recommendation 
 
Booker is proud to serve its retail, catering and small business customers. In
the past decade, Booker has improved the choice, prices and service it
provides to its customers, thereby earning more of its customer's business and
growing with its customers. The Booker Board believes that becoming a part of
the Tesco Group will help it further improve choice, prices and service. The
Booker Board believes this will help its retail, catering and small business
customers prosper in a challenging market. With the support of the UK's
leading multi-channel food group, it is anticipated that Booker customers will
be able to improve their offer to consumers and help them grow. Furthermore,
the Booker Board expects that suppliers will see volume growth. Booker
colleagues will have opportunities in the Combined Group and Booker
Shareholders should benefit from the significant opportunities that will be
delivered. 
 
7.         Mix and Match Facility 
 
Booker Shareholders (other than certain Overseas Shareholders) will be
entitled to elect to vary the proportions in which they receive New Tesco
Shares and cash in respect of their holdings of Booker Shares. However, the
total number of New Tesco Shares that will be issued and the maximum amount of
cash that will be paid under the terms of the Merger will not be varied as a
result of elections made under the Mix and Match Facility. In connection with
the Mix and Match Facility, Charles Wilson, the Chief Executive Officer of
Booker has irrevocably undertaken to elect to receive 100 per cent. New Tesco
Shares in respect of his entire holding of Booker Shares, subject to the
elections of other Booker Shareholders. 
 
Elections made by Booker Shareholders under the Mix and Match Facility will be
satisfied only to the extent that other Booker Shareholders make off-setting
elections. To the extent that elections cannot be satisfied in full, they will
be scaled down on a pro rata basis. As a result, Booker Shareholders who make
an election under the Mix and Match Facility will not know the exact number of
New Tesco Shares or the amount of cash they will receive until settlement of
the Merger Consideration due to them, although an announcement will be made of
the approximate extent to which elections under the Mix and Match Facility
will be satisfied. 
 
The Mix and Match Facility will not affect the entitlement of any Booker
Shareholder who does not make an election under the Mix and Match Facility.
Any such Booker Shareholder will receive 0.861 New Tesco Shares and 42.6 pence
in cash for each Booker Share it holds. 
 
Further details of the Mix and Match Facility (including the action to take in
order to make a valid election, the deadline for making elections, and the
basis on which entitlement to receive cash may be exchanged for an entitlement
to additional New Tesco Shares (or vice versa)) for Booker Shareholders will
be included in the Scheme Document. 
 
The Mix and Match Facility is conditional upon the Merger becoming effective. 
 
8.         Financing 
 
The aggregate value of the cash component of the Consideration of
approximately £760 million payable by Tesco under the terms of the Merger will
be funded from existing cash resources. 
 
In accordance with Rule 2.7(d) of the Code, Greenhill, as lead financial
adviser to Tesco, is satisfied that sufficient resources are available to
Tesco to satisfy in full the cash consideration payable pursuant to the terms
of the Merger. 
 
9.         CMA Pre-Condition and Conditions 
 
The Merger is subject to the CMA Pre-Condition set out in Appendix 1. 
 
It is expected that the Scheme Document will be despatched to Booker
Shareholders no later than 28 days after the date on which the CMA
Pre-Condition is satisfied and/or waived, as applicable, save as the Panel may
otherwise permit. 
 
In addition to the CMA Pre-Condition, the Merger will be subject to the
Conditions as set out in Appendix 2 to this Announcement and to the full terms
and conditions which will be set out in the Scheme Document, including,
amongst other things: (i) approval by a majority in number representing not
less than 75 per cent. in value of Booker Shareholders who are on the register
of members of Booker at the Scheme Voting Record Time, present and voting,
whether in person or by proxy, at the Scheme Court Meeting; (ii) the passing
of all resolutions required to approve and implement the Scheme and to approve
certain related matters by the requisite majority of Booker Shareholders at
the Booker General Meeting; (iii) the Scheme becoming effective no later than
the Longstop Date; (iv) the passing of all resolutions required to approve and
implement the Scheme and acquisition of the Booker Shares and to approve
certain related matters by the requisite majority of Tesco Shareholders at the
Tesco General Meeting; and (v) Admission. 
 
10.       Information relating to the Tesco Group 
 
Tesco operates as a leading food retailer via its own distribution channels
and with an efficiently managed network of 3,500 directly owned and operated
stores within reach of 95 per cent. of the population. 330,000 skilled
colleagues help make 50 million customer transactions a week. It has 16
million active Clubcard customers. Based on strong supplier partnerships Tesco
offers leading fresh, own-brand and branded ranges of products. It already has
proven leadership in grocery home shopping with a 98 per cent. reach of the
population through this on-line service. The Tesco Group has operations in the
United Kingdom and the Republic of Ireland, and also in Central Europe and
Asia. 
 
The progress Tesco has made against the three priorities first set out in
October 2014 has stabilised the Tesco Group. Tesco is more competitive, its
balance sheet is more secure and Tesco is rebuilding trust and transparency in
the Tesco brand. 
 
The entire Tesco team is focused on serving shoppers a little better every
day. The price of a typical basket remains nearly 7 per cent. cheaper than in
September 2014, availability and service have never been better and the Tesco
range is more compelling. Tesco's new fresh food brands are performing ahead
of expectations, and have improved Tesco's value proposition and further
removed reasons for customers to shop elsewhere. 
 
Whilst Tesco expects the market to remain challenging and uncertain, Tesco has
clear plans which will enable it to deliver more value for all of its
stakeholders: customers, colleagues, suppliers and shareholders. Tesco's
ambition is to deliver a Tesco Group operating margin of between 3.5 per cent.
and 4.0 per cent. by its 2019/20 financial year. This ambition is underpinned
by six strategic drivers including the identification of £1.5 billion further
operating cost reductions which Tesco expects to secure over the next three
years. This will enable Tesco to further invest in its offer for customers,
offset expected inflationary pressures on costs and continue to rebuild
profitability. Alongside these cost reductions, Tesco is looking to further
differentiate its brand, continue its focus on strong cash generation,
maximise the margin mix from its sales, maximise the value of its property
portfolio and continue to innovate both in how it operates the business and in
its offer for customers. 
 
For the 26 weeks ended 27 August 2016, Tesco Group revenue (excluding fuel)
was £24,402 million, an increase of 3.3 per cent. over the corresponding
period in the previous year, Tesco Group operating profit before exceptional
items was £596 million, an increase of 60.2 per cent. over the corresponding
period in the previous year and Tesco Group profit before tax before
exceptional items and net pension costs was £410 million, an increase of 124
per cent. over the corresponding period in the previous year. In accordance
with accounting practices, these figures cover continuing operations only and
exclude the Tesco Group's Turkish and Korean businesses. For the 52 weeks
ended 27 February 2016, Group revenue (excluding fuel) was £48,352 million, a
decrease of 1.6 per cent. over the corresponding period in the previous year,
Tesco Group operating profit before exceptional items was £44 million, an
increase of 0.4 per cent. over the corresponding period in the previous year
and Tesco Group profit before tax before exceptional items and net pension
finance costs was £435 million, a decrease of 11.9 per cent. over the
corresponding period in the previous year. In accordance with accounting
practices, these figures cover continuing operations only and exclude the
Tesco Group's Turkish and Korean businesses. 
 
Included in Tesco's Christmas trading update announcement released on 12
January 2017, was a statement by Tesco that: "We are well-placed against the
medium-term aspirations we outlined in October 2016 and we are on track to
deliver at least £1.2 bn Group operating profit before exceptional items for
the full year." Tesco has elected to repeat this statement in this
Announcement, which, for the purposes of Rule 28 of the Code, constitutes a
profit forecast (the "Tesco Outlook Statement"). 
 
The Tesco Outlook Statement, the assumptions on which it is based, and the
reports from Deloitte (acting as reporting accountants for Tesco) and
Greenhill (acting as lead financial adviser for Tesco) as required by Rule
28.1 of the Code are set out in Appendix 6 to this Announcement. Each of
Deloitte and Greenhill has given and not withdrawn its consent to the
publication of its report in this Announcement in the form and context in
which it is included. 
 
11.       Information relating to the Booker Group 
 
The Booker Group is the UK's leading food wholesaler, offering branded and own
label goods which are sold to approximately 120,000 retail customers, 450,000
catering customers and 700,000 small business customers including independent
convenience stores, grocers, leisure outlets, pubs and restaurants. The Booker
Group currently lists approximately 18,000 product lines, comprising an
extensive range of branded and own label grocery, fresh and frozen food,
beers, wines, spirits, tobacco and non-food items. The Booker Group now
comprises Booker Wholesale, Makro, Booker Direct, Classic Drinks, Ritter
Courivaud, Chef Direct, Premier, Family Shopper, Budgens, Londis and Booker
India. 
 
In the 52 weeks ended 27 March 2016, sales totalling £3.2 billion were
collected by customers from the Booker Group's branches and sales totalling
£1.8 billion were delivered to the premises of Booker's customers. The Booker
Group currently trades from 200 branches in the UK. The average size of the
sales area of these branches is approximately 44,000 sq. ft., although Booker
has two branches with sales areas over 100,000 sq. ft. and 20 branches with
sales areas under 20,000 sq. ft. 
 
For the 52 weeks ended 27 March 2016, the Booker Group generated profits of
£127.8 million and as at 27 March 2016 the Booker Group had gross assets of
£1,385.7 million. 
 
For the 24 weeks ended 9 September 2016, the Booker Group generated profits of
£67.8 million and as at 9 September 2016 had gross assets of £1,351.5
million. 
 
12.       Irrevocable Undertakings 
 
Tesco has received irrevocable undertakings from the Booker Directors to vote
in favour of the Scheme at the Scheme Court Meeting and the resolutions to be
proposed at the Booker General Meeting (and if the Merger is subsequently
structured as a Takeover Offer, to accept any Offer made by Tesco) in respect
of their entire holdings, amounting to 120,555,793 Booker Shares in aggregate,
representing approximately 6.8 per cent. of Booker's existing issued ordinary
share capital on 26 January 2017, being the last Business Day before the date
of this Announcement. The undertakings from the Booker Directors will cease to
be binding only if (i) Tesco announces that it does not intend to proceed with
the Merger; (ii) the Merger lapses or is withdrawn; (iii) the Circular does
not contain a unanimous recommendation from the Tesco Board to Tesco
Shareholders to approve the resolutions to be proposed at the Tesco General
Meeting; (iv) the Tesco Board withdraws, adversely modifies or adversely
qualifies its recommendation; or (v) the Merger has not become effective by
the Longstop Date. 
 
Booker has received irrevocable undertakings from the Tesco Directors to vote
in favour of the resolutions to be proposed at the Tesco General Meeting in
respect of their entire holdings, amounting to 400,970 Tesco Shares in
aggregate, representing approximately 0.0049 per cent. of Tesco's existing
issued ordinary share capital on 26 January 2017, being the last Business Day
before the date of this Announcement. In addition, all Tesco Directors who
hold their Tesco Shares in the form of ADRs have irrevocably undertaken to
vote in favour of the Tesco Resolutions to be proposed at the Tesco General
Meeting in the event that their holdings convert from the form of ADRs to
Tesco Shares (and they therefore become entitled to vote at the Tesco General
Meeting), with such undertakings relating to, in aggregate, 277,200 Tesco
Shares representing approximately 0.0034 per cent. of the existing issued
ordinary share capital of Tesco on 26 January 2017, being the last Business
Day before the date of this Announcement. The undertakings from the Tesco
Directors will cease to be binding only if: (i) Booker announces that it does
not intend to proceed with the Merger; (ii) the Merger lapses or is withdrawn:
(iii) the Scheme Document does not contain a unanimous recommendation from the
Booker Board to Booker Shareholders to approve the resolutions to be proposed
at the Scheme Court Meeting and the Booker General Meeting; (iv) the Booker
Board withdraws, adversely modifies or adversely qualifies its recommendation;
or (v) the Merger has not become effective by the Longstop Date. 
 
Further details of these irrevocable undertakings are set out in Appendix 4 to
this Announcement. 
 
13.       Management, employees and locations 
 
Tesco attaches great importance to the skills and experience of the existing
management and employees of the Booker Group and believes that they will be a
key factor in maximising the opportunities that the Merger will present for
the Combined Group. Management and employees of the Booker Group will have the
possibility of benefitting from potential new opportunities within the
Combined Group following the Merger. 
 
On completion of the Merger, Charles Wilson, Booker's Chief Executive Officer
and Stewart Gilliland, Booker's Chairman, will join the Combined Group's
Board. Charles Wilson will also join the Combined Group's Executive
Committee. 
 
Tesco will aim to retain the best talent across the Combined Group. The Tesco
Board recognises that, in order to achieve the expected benefits of the
Merger, some operational and administrative restructuring will be required
following completion of the Merger.  Initial work on integration has begun,
but more detailed analysis will need to be undertaken. Finalisation of the
integration plan will be subject to engagement with appropriate stakeholders,
including employee representatives. 
 
Following completion of the Merger, the existing contractual and statutory
employment rights of the Booker employees shall be observed and pension
obligations complied with, in accordance with applicable law. 
 
14.       Booker Share Schemes 
 
Participants in the Booker Share Schemes will be contacted regarding the
effect of the Merger on their rights under the Booker Share Schemes and
appropriate proposals will be made to such participants in due course. Details
of these proposals will be set out in the Scheme Document and in separate
letters to be sent to participants in the Booker Share Schemes. 
 
The Merger will extend to any Booker Shares which are unconditionally
allotted, issued or transferred to satisfy the exercise of existing options or
vesting of awards under the Booker Share Schemes prior to the Scheme Record
Time. 
 
15.       Offer-related Arrangements 
 
Confidentiality Agreement and Confidentiality and Joint Defense Agreement 
 
Tesco and Booker have entered into the Confidentiality Agreement, pursuant to
which each of Tesco and Booker has undertaken, amongst other things, to: (a)
keep confidential information relating to the Merger and the other party and
not to disclose it to third parties (other than certain permitted parties)
unless required by law or regulation; and (b) use the confidential information
for the sole purpose of evaluating, negotiating, advising on or implementing
the potential Merger. These confidentiality obligations remain in force for a
period of 24 months after the date of the Confidentiality Agreement. 
 
Tesco and Booker have also entered into the Confidentiality and Joint Defense
Agreement to ensure that any exchange and/or disclosure of confidential
information for the purpose of applying for CMA approval to satisfy the CMA
Pre-Condition does not diminish in any way the confidentiality of such
information and does not constitute a waiver of any privilege, right or
immunity otherwise available. Either party may terminate the Confidentiality
and Joint Defense Agreement by serving notice on the other party.  The
confidentiality obligations of each party will remain in place for a period of
two years following such termination. 
 
Clean Team Confidentiality Agreement 
 
Tesco and Booker have also entered into the Clean Team Confidentiality
Agreement, which sets out how any confidential information that is
competitively sensitive can be disclosed, used or shared for the purposes of
due diligence, synergies evaluation, planning transition and integration and
regulatory clearance. 
 
Additional Confidentiality Agreements 
 
The General Counsel of Booker has entered into a confidentiality agreement
with Tesco dated 19 December 2016 and two legal advisers to Booker have each
entered into a confidentiality agreement with Tesco dated 15 December 2016
(together, the "Additional Confidentiality Agreements") pursuant to which they
have agreed, in relation to information provided to them around certain legal
and regulatory issues relating to Tesco (the "Information"), that: (i) they
will keep confidential any Information provided to them, whether verbally or
in written form, during or shortly after a meeting at Freshfields Bruckhaus
Deringer LLP on 15 December 2016; and (ii) the provision of any Information to
them shall not waive any privilege in relation to such Information. 
 
Lock-up Agreement 
 
On 27 January 2017, Charles Wilson, Booker's Chief Executive Officer, and
Tesco entered into the Lock-up Agreement, pursuant to which Charles Wilson
agreed that he will not, without Tesco's consent, dispose of any Tesco Shares
at any time during the lock-up period of five years commencing on the
Effective Date (subject to certain customary carve-outs). The Lock-up
Agreement is conditional upon and shall come into force upon the Effective
Date, and the lock-up period continues until the date falling five years
following the Effective Date. 
 
Service Agreement Amendment Deed 
 
On 27 January 2017, Charles Wilson, Booker's Chief Executive Officer, Tesco
and Booker entered into an agreement to amend Charles Wilson's service
agreement with Booker in which Charles Wilson waived his right to rely on: (i)
in connection with the Merger; or (ii) in the event of an intra-group transfer
of Booker following the Effective Date, the change of control provision
contained in his existing service contract with Booker. 
 
Co-operation Agreement 
 
Tesco and Booker have entered into the Co-operation Agreement, pursuant to
which Tesco and Booker have agreed to use their reasonable endeavours to
secure the regulatory clearances and authorisations necessary to satisfy the
CMA Pre-Condition and the Regulatory Conditions. 
 
Tesco and Booker have agreed to certain undertakings to co-operate and provide
each other with reasonable information, assistance and access in relation to
the filings, submissions and notifications to be made in relation to such
regulatory clearances and authorisations. Tesco and Booker have also agreed to
provide each other with reasonable information, assistance and access for the
preparation of the key shareholder documentation. 
 
The Co-operation Agreement shall be terminated with immediate effect if: (i)
Tesco and Booker so agree in writing; (ii) if the Merger is, with the
permission of the Panel, withdrawn or lapses in accordance with its terms
prior to the Longstop Date; (iii) if the Scheme has not become effective by
the Longstop Date; or (iv) on the Effective Date. 
 
Tesco has the right to terminate the Co-operation Agreement if: (i) the Booker
Board withdraws, intends to modify or modifies its recommendation of the
Scheme (or it fails to publicly reaffirm or re-issue its recommendation when
requested by Tesco); (ii) Booker announces that it will not convene the Booker
Meetings or that it does not intend to post the Scheme Document; (iii) where a
competing proposal is recommended by the Booker Directors or effected; or (iv)
the CMA Pre-condition or any Condition is not satisfied or waived or becomes
incapable of satisfaction or waiver (where such invocation has been permitted
by the Panel) by the Longstop Date. 
 
Booker has the right to terminate the Co-operation Agreement if: (i) the Tesco
Board withdraws, intends to modify or modifies its recommendation (or it fails
to publicly reaffirm or re-issue its recommendation when requested by Booker);
(ii) Tesco announces that it will not convene the Tesco General Meeting or
that it does not intend to post the Circular; or (iii) where the Merger is
implemented by way of the Scheme, the Tesco General Meeting is not held within
five Business Days of the Booker Meetings. 
 
In addition, either party has the right to terminate the Co-operation
Agreement if the requisite resolutions are not passed at the Booker Meetings
or the Tesco General Meeting. 
 
The Co-operation Agreement records Tesco's and Booker's intention to implement
the Merger by way of the Scheme, subject to the ability of Tesco to proceed by
way of a Takeover Offer in the circumstances described in paragraph 22 below. 
 
The Co-operation Agreement also contains provisions that will apply in respect
of the Booker Share Schemes and certain other employee incentive
arrangements. 
 
16.       Structure of the Merger 
 
It is intended that the Merger will be implemented by way of a
Court-sanctioned scheme of arrangement between Booker and the Booker Scheme
Shareholders, made under Part 26 of the Act. The procedure involves, among
other things, an application by Booker to the Court to sanction the Scheme, in
consideration for which the Booker Scheme Shareholders will receive the
Consideration. The purpose of the Scheme is to provide for Tesco to become the
owner of the entire issued and to be issued share capital of Booker. 
 
The Scheme will only become effective if, among other things, the following
events occur on or before the Longstop Date: 
 
·     a resolution to approve the Scheme is passed by a majority in number
representing not less than 75 per cent. in value of Booker Shareholders who
are on the register of members of Booker at the Scheme Voting Record Time,
present and voting, whether in person or by proxy, at the Scheme Court
Meeting; 
 
·     all resolutions required to approve and implement the Scheme and to
approve certain related matters are passed by the requisite majority of Booker
Shareholders at the Booker General Meeting; 
 
·     the Scheme is sanctioned (with or without modification, on terms agreed
by Tesco and Booker) by the Court; and 
 
·     an office copy of the Scheme Court Order is delivered to the Registrar
of Companies. 
 
Upon the Scheme becoming effective: (i) it will be binding on all Booker
Scheme Shareholders, irrespective of whether or not they attended or voted at
the Scheme Court Meeting or the Booker General Meeting (and if they attended
and voted, whether or not they voted in favour); and (ii) share certificates
in respect of Booker Shares will cease to be valid and entitlements to Booker
Shares held within the CREST system will be cancelled. The Consideration will
be despatched by Tesco to Booker Scheme Shareholders no later than 14 days
after the Effective Date. 
 
If the Scheme does not become effective on or before the Longstop Date, it
will lapse and the Merger will not proceed (unless the Panel otherwise
consents). 
 
The Scheme Document will include full details of the Scheme, together with
notices of the Scheme Court Meeting and the Booker General Meeting. The Scheme
Document will also contain the expected timetable for the Merger, and will
specify the necessary actions to be taken by Booker Shareholders. The Scheme
Document will be posted to Booker Shareholders and, for information only, to
persons with information rights and to holders of options granted under the
Booker Share Schemes, as soon as practicable, and no later than 28 days after
the date on which the CMA Pre-Condition is satisfied or waived, as applicable,
save as the Panel may otherwise permit. Subject, amongst other things, to the
satisfaction or waiver of the CMA Pre-Condition and the Conditions, it is
currently expected that the Scheme will become effective in late 2017/ early
2018. 
 
Fractions of New Tesco Shares will not be allotted to Booker Shareholders but
will be aggregated and sold as soon as practicable after the Scheme becomes
effective. The net proceeds of such sale will then be paid in cash to the
relevant Booker Shareholders in accordance with their fractional entitlements
(rounded down to the nearest penny). 
 
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange
and the FCA. 
 
17.       Tesco Shareholder approval and Prospectus 
 
The Merger constitutes a Class 1 transaction for Tesco for the purposes of the
Listing Rules. Accordingly, Tesco will be required to seek the approval of
Tesco Shareholders for the Merger at the Tesco General Meeting. The Tesco
Directors intend unanimously to recommend Tesco Shareholders to vote in favour
of the Tesco Resolutions to be proposed at the Tesco General Meeting as all
Tesco Directors who hold Tesco Shares have irrevocably undertaken to do in
respect of their own holdings of, in aggregated, 400,970 Tesco Shares
(representing approximately 0.0049 per cent. of the issued share capital of
Tesco on 26 January 2017, being the last Business Day before the date of this
Announcement), or to the extent the Tesco Directors hold their Tesco Shares in
the form of ADRs as they have irrevocably undertaken to do in the event that
their holdings convert from the form of ADRs to Tesco Shares (and therefore
become entitled to vote at the Tesco General Meeting) (with such undertakings
relating to, in aggregate, 277,200 Tesco Shares representing approximately
0.0034 per cent. of the existing issued ordinary share capital of Tesco on 26
January 2017, being the last Business Day before the date of this
Announcement). 
 
Tesco will send Tesco Shareholders the Circular summarising the background to
and reasons for the Merger which will include a notice convening the Tesco
General Meeting. The Merger is conditional on, among other things, the Tesco
Resolutions being passed by the requisite majority of Tesco Shareholders at
the Tesco General Meeting. 
 
It is expected that the Circular will be posted to Tesco Shareholders at or
around the same time as the Scheme Document is posted to Booker Shareholders
and that the Tesco General Meeting will be held at or around the same time as
the Booker Meetings. 
 
Tesco will also be required to produce the Prospectus in connection with the
issue of the New Tesco Shares. The Prospectus will contain information
relating to the Merger, the Combined Group and the New Tesco Shares. It is
expected that the Prospectus will be published at or around the same time as
the Scheme Document is posted to Booker Shareholders. 
 
18.       Delisting and re-registration 
 
It is intended that dealings in Booker Shares will be suspended at 5.00 p.m.
London time on the Business Day prior to the Effective Date. It is further
intended that an application will be made to the UK Listing Authority for the
cancellation of the listing of the Booker Shares on the Official List and to
the London Stock Exchange for the cancellation of trading of the Booker Shares
on the Main Market, with effect as of or shortly following the Effective
Date. 
 
It is also intended that, as soon as reasonably practicable following the
Scheme becoming effective, Booker will be re-registered as a private company
under the relevant provisions of the Act. 
 
19.       Disclosure of interests in Booker relevant securities 
 
As at close of business on 26 January 2017 (being the latest practicable date
prior to the date of this Announcement), neither Tesco, nor any of the Tesco
Directors or any member of the Tesco Group, nor, so far as the Tesco Directors
are aware, any person acting in concert with Tesco for the purposes of the
Merger had any interest in, right to subscribe for, or had borrowed or lent
any Booker Shares or securities convertible or exchangeable into Booker
Shares, nor did any such person have any short position (whether conditional
or absolute and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to take delivery, or any dealing
arrangement of the kind referred to in Note 11 of the definition of acting in
concert in the Code, in relation to Booker Shares or in relation to any
securities convertible or exchangeable into Booker Shares. 
 
In the interests of secrecy prior to this Announcement, Tesco has not made any
enquiries in respect of the matters referred to in this paragraph of certain
parties who may be deemed by the Panel to be acting in concert with Tesco for
the purposes of the Scheme. Enquiries of such parties will be made as soon as
practicable following the date of this Announcement and any disclosure in
respect of such parties will be disclosed as soon as possible via a Regulatory
Information Service. 
 
20.       Overseas Shareholders 
 
The availability of the Merger and the distribution of this Announcement to
Booker Shareholders who are not resident in the United Kingdom or the United
States may be affected by the laws of the relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Booker Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay. 
 
This Announcement does not constitute an offer for sale for any securities or
an offer or an invitation to purchase any securities. Booker Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
these have been despatched, as well as the Prospectus once it has been made
available. 
 
21.       Documents published on a website 
 
Copies of the following documents will, by no later than 12 noon (London time)
on 30 January 2017, be published on Booker's website at
www.bookergroup.com/investor-centre and Tesco's website at www.tescoplc.com
until the end of the Merger: 
 
·     this Announcement; 
 
·     the irrevocable undertakings listed in Appendix 4; 
 
·     the Confidentiality Agreement referred to in paragraph 15; 
 
·     the Confidentiality and Joint Defense Agreement referred to in paragraph
15; 
 
·     the Clean Team Confidentiality Agreement referred to in paragraph 15; 
 
·     the Additional Confidentiality Agreements referred to in paragraph 15; 
 
·     the Lock-up Agreement referred to in paragraph 15; 
 
·     the Service Agreement Amendment Deed referred to in paragraph 15; and 
 
·     the Co-operation Agreement referred to in paragraph 15. 
 
22.       General 
 
The Merger is subject to the satisfaction or waiver of the CMA Pre-Condition
set out in Appendix 1 to this Announcement and the Conditions set out in
Appendix 2 to this Announcement. The Merger is also subject to the further
terms set out in Appendix 2 to this Announcement and to the full terms and
conditions which will be set out in the Scheme Document when issued. 
 
Tesco reserves the right to elect to implement the Merger by way of a Takeover
Offer, subject to the Panel's consent and the terms of the Co-operation
Agreement, for the entire issued and to be issued share capital of Booker not
already held by Tesco as an alternative to the Scheme. In such an event, the
Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme. 
 
If the Merger is effected by way of a Takeover Offer and such Offer becomes or
is declared unconditional in all respects and sufficient acceptances are
received, Tesco intends to: (i) make a request to the UK Listing Authority to
cancel the listing of the Booker Shares from the Official List; (ii) make a
request to the London Stock Exchange to cancel trading in Booker Shares on
Main Market; and (iii) exercise its rights to apply the provisions of Chapter
3 of Part 28 of the Act to acquire compulsorily the remaining Booker Shares in
respect of which the Offer has not been accepted. 
 
The New Tesco Shares to be issued pursuant to the Merger have not been, and
will not be, listed on any stock exchange other than London Stock Exchange and
have not been, and will not be, registered under the US Securities Act or
under any laws of any state, district or other jurisdiction, of the United
States, nor have clearances been, nor will they be, obtained from the
securities commission or similar authority of any province or territory of
Canada and no prospectus has been, or will be, filed, or registration made,
under any securities law of any province or territory of Canada, nor has a
prospectus in relation to the New Tesco Shares been, nor will one be, lodged
with, or registered by, the Australian Securities and Investments Commission,
nor have any steps been taken, nor will any steps be taken, to enable the New
Tesco Shares to be offered in compliance with applicable securities laws of
Japan and no regulatory clearances in respect of the New Tesco Shares have
been, or will be, applied for in any other jurisdiction. Accordingly, unless
an exemption under relevant securities laws is available, the New Tesco Shares
are not being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly, in, into or from the United States or any
other Restricted Jurisdiction or to, or for the account or benefit of, any US
Person or resident of any other Restricted Jurisdiction. The Merger does not
constitute an offer of New Tesco Shares in the United States. Neither the SEC
nor any US state securities commission has approved or disapproved of the New
Tesco Shares, or determined if this Announcement is accurate or complete. Any
representation to the contrary is a criminal offence. 
 
Greenhill, Barclays, Citi and J.P. Morgan Cazenove have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear. 
 
Greenhill is acting as lead financial adviser to Tesco, Barclays is acting as
financial adviser, sponsor and corporate broker to Tesco and Citi is acting as
financial adviser and corporate broker to Tesco. Deloitte is acting as
reporting accountants for Tesco. Freshfields Bruckhaus Deringer LLP is acting
as legal adviser to Tesco. 
 
J.P. Morgan Cazenove is acting as is financial adviser and corporate broker to
Booker. Clifford Chance LLP is acting as legal adviser to Booker. 
 
The sources of certain financial information and bases of calculation
contained in this Announcement are set out in Appendix 3 to this Announcement.
Certain terms used in this Announcement are defined in Appendix 8 to this
Announcement. 
 
Enquiries 
 
Tesco 
 
Investor Relations:         Chris Griffith                 +44 (0) 1707 912
900 
 
Media:                          Jane Lawrie                  +44 (0) 1707 918
701 
 
Greenhill (lead financial adviser to Tesco) 
 
David Wyles                                                     +44 (0) 207
198 7400 
 
Charles Gournay 
 
Barclays (financial adviser, corporate broker and sponsor to Tesco) 
 
Alisdair Gayne                                                  +44(0) 207 623
2323
Mark Todd 
 
Citi (financial adviser and corporate broker to Tesco) 
 
Andrew Seaton                                                 +44(0) 207 500
5000
Ed McBride 
 
Teneo Blue Rubicon (public relations adviser to Tesco) 
 
Philip Gawith                                                     +44(0) 207
260 2700 
 
Booker 
 
Charles Wilson                                                  +44(0) 193 337
1148
Jonathan Prentis 
 
J.P. Morgan Cazenove (financial adviser and corporate broker to Booker) 
 
Toby Radford / Behzad Arbabzadah                   +44(0) 207 742 6000 
 
Dwayne Lysaght / Adam Laursen 
 
Tulchan (public relations adviser to Booker) 
 
Susanna Voyle                                                  +44(0) 207 353
4200 
 
Further information 
 
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall
there be any sale, issuance or transfer of securities of Booker in any
jurisdiction in contravention of applicable law. The Merger will be
implemented solely by means of the Scheme Document (or in the event that the
Merger is to be implemented by means of a Takeover Offer, the offer document),
which will contain the full terms and conditions of the Merger including
details of how to vote in respect of the Merger. Any vote in respect of the
Scheme or other response in relation to the Merger should be made only on the
basis of the information contained in the Scheme Document. 
 
Tesco will prepare the Circular to be distributed to Tesco Shareholders and
will also publish the Prospectus containing information on the New Tesco
Shares and the Combined Group. Tesco urges Booker Shareholders to read the
Scheme Document and the Prospectus carefully when they become available
because they will contain important information in relation to the Merger, the
New Tesco Shares and the Combined Group. Tesco urges Tesco Shareholders to
read the Prospectus and the Circular carefully when they become available. Any
vote in respect of resolutions to be proposed at the Booker Meetings or the
Tesco General Meeting to approve the Merger, the Scheme or related matters,
should be made only on the basis of the information contained in the Scheme
Document, the Prospectus and, in the case of Tesco Shareholders, the
Circular. 
 
This Announcement does not constitute a prospectus or prospectus equivalent
document. 
 
Please be aware that addresses, electronic addresses and certain other
information provided by Booker Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Booker may
be provided to Tesco during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c). 
 
Greenhill, which is authorised and regulated in the UK by the FCA, is acting
exclusively for Tesco and no one else in connection with the Merger and will
not be responsible to anyone other than Tesco for providing the protections
afforded to clients of Greenhill nor for providing advice in relation to the
Merger or any other matters referred to in this Announcement. Neither
Greenhill nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract,
tort or, under statute or otherwise) to any person who is not a client of
Greenhill in connection with this Announcement, any statement contained
herein, the Merger or otherwise. 
 
Barclays, which is authorised by the PRA and regulated by the FCA and the PRA
in the UK, is acting exclusively for Tesco and no one else in connection with
the Merger and will not be responsible to anyone other than Tesco for
providing the protections afforded to clients of Barclays nor for providing
advice in relation to the Merger or any other matters referred to in this
Announcement. 
 
Citi, which is authorised by the PRA and regulated by the PRA and the FCA, is
acting exclusively for Tesco and no one else in connection with the Merger and
will not be responsible to anyone other than Tesco for providing the
protections afforded to its clients for providing advice in relation to the
Merger or in relation to the contents of this announcement or any transaction
or any other matters referred to herein. 
 
J.P. Morgan Cazenove, which is authorised and regulated in the UK by the FCA,
is acting exclusively for Booker and no one else in connection with the Merger
and will not be responsible to anyone other than Booker for providing the
protections afforded to clients of J.P. Morgan Cazenove nor for providing
advice in relation to the Merger or any other matters referred to in this
Announcement. 
 
Overseas jurisdictions 
 
The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular the ability of persons who are not
resident in the United Kingdom, to vote their Booker Shares with respect to
the Scheme at the Scheme Court Meeting, or to appoint another person as proxy
to vote at the Scheme Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions by any
person. This Announcement has been prepared for the purpose of complying with
English law and the Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside of England and Wales. Unless
otherwise determined by Tesco or required by the Code, and permitted by
applicable law and regulation, the Merger will not be made available directly
or indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in favour of the
Merger by any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction 
 
Copies of this Announcement and any formal documentation relating to the
Merger will not be and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Merger. If the Merger is
implemented by way of Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction. 
 
The availability of New Tesco Shares under the Merger to Booker Shareholders
who are not resident in the United Kingdom or the ability of those persons to
hold such shares may be affected by the laws or regulatory requirements of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements. 
 
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document. 
 
Additional information for US investors 
 
The Merger is being made to acquire the securities of an English company by
means of a scheme of arrangement provided for under English law. A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer rules under the US Exchange Act and is exempt from the registration
requirements under the US Securities Act. Accordingly, the Scheme will be
subject to disclosure requirements and practices applicable in the UK to
schemes of arrangement, which are different from the disclosure and other
requirements of the US tender offer and securities laws. The financial
information included in this Announcement and the Scheme documentation has
been or will have been prepared in accordance with International Financial
Reporting Standards and thus may not be comparable to financial information of
US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US. 
 
The receipt of consideration pursuant to the Merger by a US holder for the
transfer of its Booker Scheme Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax laws. Each
Booker Shareholder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Merger applicable to him. 
 
It may be difficult for US holders of shares to enforce their rights and any
claims they may have arising under US federal securities laws in connection
with the Merger, since Tesco and Booker are each organised under the laws of a
country other than the US, some or all of their officers and directors may be
residents of countries other than the US and most of the assets of Tesco and
Booker are located outside of the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's jurisdiction or
judgement. 
 
The Merger is intended to be carried out under a scheme of arrangement
provided for under English company law (which requires the approval of the
Booker Scheme Shareholders). If so, it is expected that any Tesco Shares to be
issued pursuant to the Scheme to Booker Shareholders would be issued in
reliance upon the exemption from the registration requirements of the US
Securities Act, provided by Section 3(a)(10) thereof. 
 
Securities issued pursuant to the Scheme will not be registered under any US
state securities laws and may only be issued to persons resident in a state
pursuant to an exemption from the registration requirements of the securities
laws of such state. 
 
For the purpose of qualifying for the exemption provided by Section 3(a)(10)
of the US Securities Act, Booker will advise the Court that its sanctioning of
the Scheme will be relied on by Tesco as an approval of the Scheme following a
hearing on its fairness to Booker Shareholders, at which Court hearing all
Booker Shareholders are entitled to attend in person or though counsel to
support or oppose the sanctioning of the Scheme and with respect to which
notification has been given to all such holders. 
 
The Merger may in the circumstances provided for in this Announcement, instead
be carried out by way of a Takeover Offer under English law. If Tesco
exercises its right to implement the Merger by way of a Takeover Offer, such
Offer will be made in compliance with applicable US tender offer and
securities laws and regulations, including the exemptions therefrom. 
 
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Tesco or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase,
Booker Shares outside of the US, other than pursuant to the Merger, until the
date on which the Merger and/or Scheme becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com. 
 
Investors are urged to read any documents related to the Merger filed,
furnished or to be filed or furnished with the SEC because they will contain
important information regarding the Merger and any related offer of securities
Such documents will be available free of charge at the SEC's web site at www
sec.gov, Tesco's website at www.tescoplc.com and Booker's website at
www.bookergroup.com/investor-centre. 
 
Forward-looking statements 
 
This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Merger, and other
information published by Tesco and Booker contain statements which are, or may
be deemed to be, "forward-looking statements" 

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