Tesco PLC - Notice of General Meeting

Tesco PLC

25 January 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 25 January 2021

Tesco PLC

Publication of circular relating to a special dividend and share consolidation

Further to the announcement on 18 December 2020 that Tesco PLC ("Tesco" or the "Company") has completed the disposal of the entirety of its shareholding in Tesco Stores (Thailand) Limited and Tesco Stores (Malaysia) Sdn Bhd, to a combination of CP Group entities (the "Disposal"), Tesco is pleased to announce that a circular setting out full details of the proposed Special Dividend and associated Share Consolidation (the "Circular") has been published today. 

The Circular confirms that following receipt of net funds of £7.8 billion in connection with the Disposal (after settlement of debt, tax and other transaction costs) and in line with its previous announcement on 9 March 2020, the Company has made a significant pension contribution of £2.5 billion to the Tesco PLC Pension Scheme and intends to return £4,987,827,804 to Shareholders by way of a proposed Special Dividend of 50.93 pence per Existing Ordinary Share in the capital of the Company.

The Circular sets out full details of the proposed Special Dividend and associated Share Consolidation and also contains a notice convening a general meeting of the Company to be held at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, Herts, AL7 1TW at 10.30 a.m. on 11 February 2021 (the "General Meeting").

Given prevailing Government guidance in relation to COVID-19, it is proposed that the General Meeting be convened with the minimum quorum of Shareholders present (which will be facilitated by Tesco) in order to conduct the business of the meeting. 

The well-being of our Shareholders, colleagues and other stakeholders is vitally important to us and we ask Shareholders to adhere to the current instructions to stay at home and to instead vote by proxy on the resolutions set out in the Circular as early as possible. Further details as to how to vote by proxy are contained in the Notice of General Meeting.

Special Dividend

The Company can confirm that it intends to return £4,987,827,804 to Shareholders by way of a proposed Special Dividend of 50.93 pence per Existing Ordinary Share in the capital of the Company. The Board is proposing to pay the Special Dividend to Shareholders on the Register as at 6.00 p.m. (GMT) on 12 February 2021 in Pounds Sterling and to ADR holders on the ADR register as at 5.00 p.m. (New York time) on 12 February 2021 (being the close of business on the day before the ADR effective date for the Share Consolidation) in US dollars.

Subject to (i) Shareholder approval of the Special Dividend and the Share Consolidation and (ii) Admission in respect of the New Ordinary Shares, the Special Dividend is expected to be paid to Shareholders on 26 February 2021 and to holders of ADRs 5 business days after payment to Shareholders.

In connection with the Special Dividend, the Company has today sent interim parent company accounts (as required pursuant to section 836 of the Companies Act 2006) to the registrar of companies.

Share Consolidation

It is proposed that, subject to (i) Shareholder approval of the Special Dividend and the Share Consolidation and (ii) Admission in respect of the New Ordinary Shares, the payment of the Special Dividend be accompanied by a consolidation of the Company's ordinary share capital on the basis of 15 New Ordinary Shares with nominal value of 6 ¹/₃ pence for every 19 Existing Ordinary Shares.

The effect of the Share Consolidation will be to reduce the number of Existing Ordinary Shares in issue by approximately the same proportion of market capitalisation returned via the special dividend (for these purposes, the market capitalisation used is that as at market close on 22 January 2021). It is anticipated, therefore, that the market price of each Ordinary Share in the Company should remain at a broadly similar level following the Special Dividend and the Share Consolidation.

As all ordinary shareholdings in the Company will be consolidated, the number of Ordinary Shares held by each Shareholder will reduce, but the proportion of the total issued ordinary share capital of the Company held by each Shareholder immediately before and following the Share Consolidation will, save for fractional entitlements and participation in the DRIP, remain unchanged. Apart from having a different nominal value, each New Ordinary Share will carry the same rights as set out in the Company's Articles that currently attach to the Existing Ordinary Shares.

As further explained in the Circular, other than in respect of certain limited exceptions, fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market. The proceeds of such sale of fractional entitlements will be donated to support the food bank activities of the charity The Trussell Trust. The value of any one Shareholder's fractional entitlement will not exceed the value of one New Ordinary Share.

Additional resolutions

Shareholder approval will also be sought to renew the annual authorities to enable the Company to make market purchases of its own shares, as well as to allot New Ordinary Shares and to disapply pre-emption rights, to cover the period between the date of the General Meeting and the 2021 AGM. Further details of these additional resolutions is set out in the Circular.

Expected timetable

The expected timetable for the General Meeting, the Special Dividend and Share Consolidation are set out below:

References to times in the above timetable are to UK time unless stated otherwise. If any of the above times and/or dates change, Tesco will give adequate notice by issuing an announcement through an RIS.

Availability of the Circular

A copy of the Circular will be posted to Shareholders shortly. A copy of the circular has been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of the Circular has also been submitted to Euronext Dublin and therefore will shortly be available for inspection at Euronext Dublin (Exchange Buildings, Foster Place, Dublin 2).

In addition, a copy of the Circular will be available for inspection at the Company's website at www.tescoplc.com/GM2021.

Capitalised terms not otherwise defined in this Announcement have the same meaning given to them in the Circular.

Enquiries:

Forward looking statements

This document contains statements which are, or may be deemed to be, "forward looking statements" which are prospective in nature. All statements other than statements of historical fact are forward‐looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward‐looking statements. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, are forward‐looking statements, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward‐looking statements include statements relating to (a) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, (b) business and management strategies and the expansion and growth of Tesco's operations, and (c) the effects of global economic conditions on Tesco's business.

Such forward‐looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause actual results, performance or achievements of Tesco to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Important factors that could cause actual results, performance or achievements of Tesco to differ materially from the expectations of Tesco, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulation and policy, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, political and economic uncertainty, including as a result of global pandemics and other factors. Such forward‐looking statements should therefore be construed in light of such factors. Neither Tesco nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward‐looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward‐looking statements, which speak only as of the date hereof. Other than in accordance with its legal or regulatory obligations, Tesco is not under any obligation and Tesco expressly disclaims any intention or obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with laws and regulations of any jurisdiction outside of England.

Tesco PLC's LEI number is: 2138002P5RNKC5W2JZ46