RNS Number : 0310W
  Tesco PLC
  05 June 2008
   

    Not for release, publication or distribution in or into the United States of America, Canada, Australia or Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

    For immediate release
    5 June 2008

    Tesco Holdings Limited

    Recommended Cash Offer for Dobbies Garden Centres plc

    Offer declared unconditional in all respects

    On 21 May 2008 Tesco Holdings Limited ("Tesco Holdings") announced the terms of a cash Offer by Tesco Holdings to acquire the whole of
the issued share capital of Dobbies Garden Centres plc ("Dobbies") not already held by Tesco Holdings or any of its Associates at a price of
1200 pence per Dobbies Share. The document setting out the full terms of the Offer (the "Offer Document") was posted to Dobbies Shareholders
on 3 June 2008.

    The board of directors of Tesco Holdings is pleased to announce that, having received a valid acceptance of the Offer in respect of
3,024,255 Dobbies Shares held by West Coast Capital (Lios) Limited ("WCC"), the condition of the Offer, as set out in the Offer Document,
has now been satisfied and Tesco Holdings declares that the Offer is unconditional in all respects. 

    As at 3 p.m. (London time) on 4 June 2008, Tesco Holdings had received valid acceptances of the Offer in respect of 3,024,255 Dobbies
Shares, representing approximately 85 per cent. of the Dobbies Shares to which the Offer relates.

    The Offer, which remains subject to the terms set out in the Offer Document, will remain open until 1 p.m. (London time) on 24 June
2008.

    Dobbies Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

    The procedure for acceptance of the Offer is set out in paragraph 12 of Part II of the Offer Document and, in respect of certificated
Dobbies Shares, is further described in the Form of Acceptance.

    Settlement of the consideration due under the Offer will be dispatched (or, in respect of Dobbies Shares held in uncertificated form,
credited through CREST) on or before 11 June 2008 in respect of Dobbies Shares for which acceptances of the Offer, valid in all respects,
have already been received or, in respect of shares held in uncertificated form, for which Electronic Acceptances have already been validly
made. Settlement of consideration in respect of valid acceptances received or made after 4 June will be dispatched (or, in respect of
Dobbies Shares held in uncertificated form, credited through CREST) within 7 days of such acceptances being received.

    As Tesco Holdings has attained the required 75% of the voting rights attaching to the Dobbies Shares, Tesco Holdings is taking steps to
procure the application by Dobbies for cancellation of the admission to trading of Dobbies Shares on AIM. It is anticipated that such
cancellation will take effect no earlier than 7.00 a.m. on 3 July 2008, being the day after the twentieth business day following the date of
this announcement.

    As anticipated in the Offer Document, as and when Tesco Holdings has received valid acceptances of the Offer in respect of or otherwise
acquired 90 per cent. or more of the Dobbies Shares to which the Offer relates, Tesco Holdings will seek to acquire compulsorily the Dobbies
Shares for which it has not received valid acceptances of the Offer or otherwise acquired, pursuant to the provisions of sections 974 to 991
of the Companies Act 2006.

    Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.

    Enquiries


 Tesco Holdings
 Steve Webb, Investor Relations  Tel: +44 1992 644 800
 Jonathan Church, Media          Tel: +44 1992 644 645


 Greenhill (financial adviser to Tesco Holdings)  Tel: +44 20 7198 7400
 Simon Borrows
 David Wyles


 JPMorgan Cazenove (broker to Tesco Holdings)  Tel: +44 20 7588 2828
 Luke Bordewich


 Maitland (PR adviser to Tesco Holdings)  Tel: +44 20 7379 5151
 Angus Maitland


    This announcement does not constitute an offer or an invitation to purchase any securities. The Offer is being made solely by means of
the Offer Document and the accompanying Form of Acceptance, which contain the full terms and conditions of the Offer including details of
how it may be accepted.

    Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Tesco
and Tesco Holdings and no-one else in connection with the Offer and will not be responsible to anyone other than Tesco and Tesco Holdings
for providing the protections offered to clients of Greenhill nor for providing advice in relation to the Offer.

    The Offer is not being made, directly or indirectly, in or into and will not be capable of acceptance in or from Canada, Australia or
Japan. In addition, the Offer is not being made, directly or indirectly, in or into, or by use of mails or any means or instrumentality
(including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan. Custodians,
nominees and trustees should observe these restrictions and should not send or distribute the announcement in or into the United States,
Canada, Australia or Japan.
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