IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (as it may be supplemented or amended from time to time, the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing, reading or making any other use of the Tender Offer Memorandum, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Tesco PLC (the “Offeror”) and BNP Paribas, Goldman, Sachs & Co. LLC and RBC Capital Markets, LLC ( the “Dealer Managers”) and/or D.F. King & Co. Inc. (the “Information & Tender Agent”), as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.
Confirmation of your representation: In order to be eligible to view the attached Tender Offer Memorandum or make an investment decision with respect to the Offer, you must be able to participate lawfully in the invitations by Tesco PLC to Holders of the Securities (as defined below) to tender their Securities for purchase for cash (the “Offer”) on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the offer and distribution restrictions set out therein (the “Offer and Distribution Restrictions”). The Tender Offer Memorandum was made available to you at your request and by accessing the Tender Offer Memorandum you shall be deemed to have represented to the Offeror, the Dealer Managers and the Information & Tender Agent that:
(i) you are a Holder or a beneficial owner of the 6.150% Senior Notes due 2037 (CUSIP (Rule 144A): 881575AC8; ISIN (Rule 144A): US881575AC87; CUSIP (Regulation S): G87621AL5; ISIN (Regulation S): USG87621AL52) (the “Securities”);
(ii) you are a person to whom it is lawful to send (or make available) the attached Tender Offer Memorandum or to make an invitation pursuant to the Offer under all applicable laws, including the Offer and Distribution Restrictions; and
(iii) you consent to delivery of the Tender Offer Memorandum to you by electronic transmission.
The attached Tender Offer Memorandum has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Offeror, the Dealer Managers, the Information & Tender Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Dealer Managers or the Information & Tender Agent. The electronic version of the Tender Offer Memorandum is also accessible, upon registration and subject to the offer and distribution restrictions described herein, on the Offer Website https://sites.dfkingltd.com/tescousoffer.
The Tender Offer Memorandum has been made available to you on the basis that you may not, nor are you authorized to, deliver or made available the Tender Offer Memorandum to any other person or to reproduce the Tender Offer Memorandum in any manner whatsoever.
Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. In those jurisdictions where securities or other laws require any Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information & Tender Agent to inform themselves about, and to observe, any such restrictions.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.