Tesco Property Finance 5 Plc (incorporated in England and Wales with limited liability under registration number 07848593) £450,500,000 Secured 5.6611 per cent. Bonds due 13 October 2041 (Issue Price: 100 per cent.) ________________________ This document constitutes a prospectus (the "Prospectus") for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to Irish Stock Exchange Limited (the "Irish Stock Exchange") for the £450,500,000 secured 5.6611 per cent. bonds due 13 October 2041 (the "Bonds") of Tesco Property Finance 5 Plc (the "Issuer") to be admitted to the Official List and trading on its regulated market. The Bonds will be issued on 31 January 2012 or such later date as may be agreed by HSBC Bank plc, Goldman Sachs International, Lloyds TSB Bank plc and The Royal Bank of Scotland plc (together, the "Joint Lead Arrangers"), the Issuer and HSBC Corporate Trustee Company (UK) Limited (the "Bond Trustee", which expression shall include its successors and assignees) (the "Closing Date"). The primary source of funds for the payment of principal and interest on the Bonds will be the right of the Issuer to receive interest and principal repayments and (in respect of the first Loan Interest Payment Date) a one-off fee payable under the intercompany loan (the "Partnership Loan") made by the Issuer to The Tesco Sarum Limited Partnership (the "Partnership"), payments from the Partnership under the swap agreement between the Issuer and the Partnership (the "Partnership Swap Agreement") and payments from Tesco Plc (the "Issuer Swap Provider") under the swap agreement between the Issuer and the Issuer Swap Provider (the "Issuer Swap Agreement"). The Partnership's primary source of funds will be its right to receive payments from the Issuer under the Partnership Swap Agreement and to receive rental payments, in respect of a portfolio of retail stores from Tesco Stores Limited or Tesco Property Nominees (No.5) Limited and Tesco Property Nominees (No.6) Limited as tenants (the "Occupational Tenants"), which rental payments are guaranteed by Tesco Plc (the "Occupational Tenant Guarantor") and to borrow funds on a subordinated basis from Tesco Stores Limited (in this capacity, the "Subordinated Loan Facility Provider"). The Subordinated Loan Facility Provider's obligation to advance such money will be indemnified by Tesco Plc. The Bonds will be represented by a global bond in registered form (the "Global Bond"), which will be deposited with a common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), on the Closing Date. Save in certain limited circumstances, bonds in definitive form will not be issued in exchange for the Global Bond. Interest on the Bonds is payable by reference to successive interest periods (each a "Bond Interest Period"). Interest will be payable quarterly in arrear on 13 January, 13 April, 13 July and 13 October in each year commencing on the Bond Interest Payment Date occurring on 13 April 2012 provided that (i) the first Bond Interest Period will commence on (and include) the Closing Date and end on (but exclude) the Bond Interest Payment Date occurring on 13 April 2012; (ii) the final Bond Interest Payment Date will occur on 13 October 2041 (the "Final Maturity Date"); and (iii) the final Bond Interest Period will commence on (and include) the Bond Interest Payment Date falling on 13 July 2041 and end on (but exclude) the Final Maturity Date. Interest on the Bonds will accrue at an annual rate of 5.6611 per cent. Payments of interest in respect of the Bonds are further described herein and, in particular, in Condition 4 (Interest) of the terms and conditions of the Bonds reproduced herein in the section entitled "Terms and Conditions of the Bonds" (the "Conditions"). The Bonds will mature on the Final Maturity Date unless previously redeemed in accordance with the Conditions. Prior to the service of a Bond Acceleration Notice, the Bonds will be repaid in instalments on each Bond Interest Payment Date in accordance with the amortisation schedule in Condition 5.2 (Redemption, Purchase and Cancellation – Scheduled mandatory redemption in part). In addition to repayment of the Bonds on the Final Maturity Date, the Bonds will be subject to mandatory redemption and/or optional redemption in whole or in part before the Final Maturity Date in certain circumstances, and subject to the conditions, described in the Conditions. If any withholding or deduction for or on account of tax is applicable to the Bonds, payments of interest on, and principal and premium (if any) of, the Bonds will be made subject to any such withholding or deduction, without the Issuer, the Partnership, the Occupational Tenants, the Occupational Tenant Guarantor or the Subordinated Loan Facility Provider being obliged to pay any additional or further amounts as a consequence thereof. The Bonds will be limited recourse obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person or entity. It should be noted, in particular, that the Bonds will not be obligations of, and will not be guaranteed by, Issuer Holdco, the Partnership, the General Partner, the Limited Partners, the Nominees, Nominees Holdco, the Bond Trustee, the Issuer Security Trustee, the Partnership Security Trustee, HSBC Bank plc (the "Lead Structuring Agent"), the Joint Lead Arrangers, the Partnership Operator, the Property Pool Manager, the Property Advisor, the Issuer Swap Provider, the Cash Manager, the Woolwich Cash Manager, the Paying Agents, the Registrar, the Account Bank, the Nominees Holdco Corporate Services Provider, the Issuer/Issuer Holdco Corporate Services Provider, Tesco or any other member of the Tesco Group (each as defined under the section entitled "The Parties"). The proceeds of the issue of the Bonds will be, inter alia, on-lent to the Partnership. The resulting indebtedness of the Partnership will be secured over all of the assets and undertaking of each of the Partnership, the General Partner, the Nominees and Nominees Holdco, all as more particularly described below. The Bonds will be secured over all of the assets and undertaking of the Issuer. The Bonds are expected on issue to be assigned an "A3, on review for possible downgrade" rating by Moody's Investors Service Ltd ("Moody's") and an "A-" rating by Standard & Poor's Credit Market Services Europe Limited ("S&P" and, together with Moody's, the "Rating Agencies"). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. As of the date of this Prospectus, each of the Rating Agencies is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). As such each Rating Agency is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation. Particular attention is drawn to the section herein entitled "Risk Factors". HSBC LEAD STRUCTURING AGENT GOLDMAN SACHS HSBC LLOYDS BANK THE ROYAL BANK OF INTERNATIONAL SCOTLAND JOINT LEAD ARRANGER JOINT LEAD ARRANGER JOINT LEAD ARRANGER JOINT LEAD ARRANGER Prospectus dated 30 January 2012 The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the accuracy of such information. Each of the Partnership, the General Partner, the Tesco Limited Partner, Nominees Holdco, Nominee No. 1, Nominee No. 2 and Tesco accepts responsibility for the information concerning itself contained in the sections entitled, "The Tesco Sarum Limited Partnership (The Partnership)", "Tesco Sarum (GP) Limited (The General Partner)", "Tesco Sarum (1LP) Limited (The Tesco Limited Partner)", "Tesco Sarum (Nominee Holdco) Limited (Nominees Holdco)", "Tesco Sarum (Nominee 1) Limited (Nominee No. 1)", "Tesco Sarum (Nominee 2) Limited (Nominee No. 2)" and "Tesco Plc (Tesco)", respectively. To the best of each such party's knowledge and belief (having taken all reasonable care to ensure that such is the case) the information concerning itself in the relevant section is in accordance with the facts and does not omit anything likely to affect the accuracy of such information. The auditor's report and audited annual financial statements for the financial years ended 27 February 2010 and 26 February 2011 and the interim financial statements for the 26 weeks ended 27 August 2011 in respect of Tesco Plc (which have been filed with the UK Financial Services Authority under the Listing, Prospectus, Disclosure and Transparency Rules) shall be incorporated in, and form part of, this Prospectus. This Prospectus is to be read in conjunction with such auditor's report and audited annual financial statements and construed on the basis that they are incorporated in, and form part of, this Prospectus. Cushman & Wakefield LLP accepts