Co-operative Group Limited announces indicative results of tender offer to purchase notes for cash and amendment to new issue pricing time

16 November 2018

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

On 9 November 2018, Co-operative Group Limited (the Offeror) launched an invitation to holders of its outstanding £450,000,000 5.625 per cent. Notes (currently paying interest at the step-up amount of 6.875 per cent.) due 2020 (ISIN: XS0629969352) (the Notes), which are guaranteed by Funeral Services Limited, Co-operative Group Holdings (2011) Limited, Co-operative Group Food Limited, Co-operative Foodstores Limited and Rochpion Properties (4) LLP (each a Guarantor and together, the Guarantors) to tender their Notes for purchase by the Offeror for cash (the Offer), subject to applicable offer and distribution restrictions.

The Expiration Deadline for the Offer was 5:00 p.m. (London time) on 15 November 2018.

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum dated 9 November 2018 (the Tender Offer Memorandum).

The Offeror today announces that the indicative results of the Offer are as follows:

In addition, the Offeror hereby announces that it has decided to amend the New Issue Pricing Time until next week and consequently (i) the timing of the announcement of whether it will accept valid tenders of Notes pursuant to the Offer, and if so the aggregate principal amount of Notes accepted for purchase, (ii) the timing of the announcement of the Accrued Interest and any applicable scaling factor and the (iii) Tender Offer Settlement Date, will also be amended. The Offeror will make a further announcement confirming the amended New Issue Pricing Time and the amended Tender Offer Settlement Date in due course.

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. In addition, the Offeror may, in its sole and absolute discretion, extend, re-open, amend and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

Whether the Offeror will purchase any Notes validly tendered in the Offer is subject, without limitation, to (i) the pricing of the issue of the New Notes and (ii) the signing by the Offeror and the respective Joint Lead Managers in respect of the New Issue of a subscription agreement for the purchase of, and subscription for, the New Notes (the New Issue Condition). The New Issue Condition may be waived by the Offeror.

Full details concerning the Offer are set out in the Tender Offer Memorandum

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers and the Tender Agent:

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com)

ING Bank N.V., London Branch (Telephone: +31 (0) 20 563 8017; Attention: Liability Management Group; Email: liability.management@ing.com)

Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 20 7158 1721 / 1726; Attention: Liability Management Group; liability.management@lloydsbanking.com)

Lucid Issuer Services Limited (Telephone: +44 (0) 20 7704 0880; Attention: David Shilson; Email: co-op@lucid-is.com)

This announcement is released by Co-operative Group Limited and contains information that qualified or may have qualified as insider information for the purposes of Article 7 of Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purpose of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Ian Ellis, Chief Financial Officer of Co-operative Group Limited.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Offeror, the Guarantors, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offer. None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates takes any responsibility for the contents of this announcement or the Tender Offer Memorandum, or for any failure by the Offeror to disclose events that may have occurred which may affect the significance or accuracy of the information set out in it since the date of this announcement or the Tender Offer Memorandum.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.