Co-operative Group Limited announces termination of its tender offer to purchase notes for cash

21 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.__

Further to its announcement on 16 November 2018, Co-operative Group Limited (the Offeror) announces the termination of its 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).

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 hereby announces that it has exercised its discretion to terminate the Offer in accordance with the terms and conditions set out in the Tender Offer Memorandum. Due to the market volatility driven by unforeseen events post the announcement of the Offer and potential issue of New Notes, the Offeror has concluded that the potential new issue terms available at this time are not economically attractive. Accordingly, the Offeror has decided not to proceed at this time with its previously announced issue of New Notes. As at the time of this announcement, the New Issue Condition has not been satisfied. The termination of the Offer is unconditional and takes immediate effect.

The Co-operative Group Limited thanks investors for their engagement in the process to-date and will review its options once market conditions stabilise.

Any Notes tendered pursuant to the Offer will not be purchased and will be unblocked in the applicable Clearing System. Notwithstanding the irrevocability of the Tender Instructions, all Tender Instructions in respect of Notes will be deemed to be revoked automatically and all Notes previously tendered and not withdrawn will be returned to their respective Noteholders as soon as possible.

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.