Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. Announce Launch of Consent Solicitation for their €650,000,000 5.375% Senior Secured Notes due 2032 and £375,000,000 7.375% Senior Secured Notes due 2032

LONDON, Oct. 19, 2026 /PRNewswire/ -- Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. (together, the "Co-Issuers") today announced that they have commenced a consent solicitation (the "Consent Solicitation") from holders (the "Holders") of their outstanding €650,000,000  aggregate principal amount of 5.375% Senior Secured Notes due 2032 (the "EUR Notes") and £375,000,000  aggregate principal amount of 7.375% Senior Secured Notes due 2032 (the "GBP Notes" and, together with the EUR Notes, the "Notes"), as set forth in the table below, for the adoption of certain proposed amendments to the indenture dated as of August 1, 2025 governing the Notes, as supplemented from time to time (the "Indenture"). The terms and conditions of the Consent Solicitation are set forth in a consent solicitation statement dated as of October 19, 2026 (the "Consent Solicitation Statement").

The Acquisition and the Proposed Acquisition Amendments

On October 7, 2026, Oak UK Bidco Limited (the "Buyer"), which is directly or indirectly owned by funds managed, formed, controlled or advised by Wittington Investments, Limited ("Wittington"), together with funds managed, formed, controlled or advised by Fairfax Financial Holdings Limited ("Fairfax"), entered into a share purchase agreement (the "Share Purchase Agreement") by and among, inter alios, The Boots Group Limited (the "Seller"), and Blazing Star Boots Superco (Jersey) Limited (the "Company") and the Buyer. Pursuant to the Share Purchase Agreement, the Buyer will, subject to the terms and conditions thereof acquire all of the issued and outstanding ordinary shares of the Company (the "Acquisition" and the time at which the Acquisition is completed, the "Effective Time").

Under the Indenture as of the date of this press release, the completion of the Acquisition would constitute a Specified Change of Control Event (as such term is defined in the Indenture) and therefore would not require the Co-Issuers to make a Change of Control Offer (as such term is defined in the Indenture) even if the Proposed Acquisition Amendments are not made. The effectiveness of the Proposed Acquisition Amendments is not a condition to the completion of the Acquisition.

Subject to the conditions described in the Consent Solicitation Statement, the Co-Issuers are seeking consents from Holders to: (i) amend the defined terms "Sponsor" and "Investors" in the Indenture in order to refer to Wittington, Fairfax and their respective related persons to reflect the Acquisition, and (ii) add to, amend, supplement or change certain other defined terms and provisions contained in the Indenture and to make any other changes to the Indenture of a technical or conforming nature, in each case related to the foregoing (collectively, the "Proposed Acquisition Amendments").

The Consent Solicitation will expire at 4:00 p.m., London time, on October 23, 2026, unless extended or earlier terminated by the Co-Issuers (subject to the prior consent of the Buyer) in their sole discretion (such date and time, as the same may be extended, the "Expiration Date").

Subject to the terms and conditions of the Consent Solicitation, the Co-Issuers will pay, or cause to be paid, to each Holder who validly delivers (and does not validly revoke) a consent to the Proposed Acquisition Amendments on or prior to the Expiration Date a cash payment equal to €2.50 per €1,000 principal amount of the EUR Notes and £2.50 per £1,000 principal amount of the GBP Notes, in each case for which such consents are validly delivered and not validly revoked (the "Consent Fee").

The payment of the Consent Fee is conditioned upon the satisfaction or waiver (subject to the prior consent of the Buyer) of the conditions set forth in the Consent Solicitation Statement, including the receipt of the Requisite Consents (as defined below) on or prior to the Expiration Date and the closing of the Acquisition (which condition may not be waived).

As described in the Consent Solicitation Statement, the Consent Fee will be paid on the date on which the Effective Time occurs or promptly thereafter. The Acquisition is currently expected to be consummated in the first half of 2027, but this date may be extended pursuant to the terms of the Share Purchase Agreement.

If the Holders of at least a majority in aggregate principal amount of the outstanding Notes validly deliver consents to the Proposed Acquisition Amendments (the "Requisite Consents") on or prior to the Expiration Date and do not validly revoke the Requisite Consents prior to the earlier of the Consent Time (as defined below) and the Expiration Date, the Co-Issuers expect to promptly execute a supplemental indenture (the "Supplemental Indenture") effecting the Proposed Acquisition Amendments  (such time of execution, the "Consent Time"). The Consent Time may occur prior to the Expiration Date.

In accordance with the terms of the Indenture, the EUR Notes and the GBP Notes will be treated as a single class in determining whether the Requisite Consents have been received. For the purposes of determining whether the Requisite Consents have been received, the principal amount of the Notes will be determined as the U.S. dollar equivalent thereof, converted at the spot rate at 11:00 a.m. (New York City time) on the Business Day immediately preceding the date on which the Supplemental Indenture is executed.

The Supplemental Indenture will be effective immediately upon execution thereof as to all Holders and their transferees, whether or not a Holder has delivered a consent. However, the Proposed Acquisition Amendments will not become operative until immediately prior to the Effective Time and will cease to be operative if the Acquisition is not consummated or the Co-Issuers do not pay, or cause to be paid, the Consent Fee for the benefit of the relevant Holders. Consents may be validly revoked at any time prior to the earlier of the Consent Time and the Expiration Date, but not thereafter. Holders who validly deliver consents after the Consent Time but on or prior to the Expiration Date will remain eligible to receive the Consent Fee.

In the event that the Requisite Consents are not obtained on or prior to the Expiration Date or the Consent Solicitation is terminated, all consents will automatically terminate and be of no further effect, the Supplemental Indenture will not be executed, the Proposed Acquisition Amendments will not become operative and no Consent Fee will be paid. In such event, the Indenture and the Notes will remain in full force and effect in accordance with their existing terms.

All of the Notes are held in book-entry form through Euroclear Bank SA/NV and Clearstream Banking S.A. Consents may only be delivered by a valid electronic consent instruction submitted through the relevant clearing system in accordance with its procedures,  in a minimum principal amount of €100,000 and integral multiples of €1,000 in excess thereof in respect of the EUR Notes and a minimum principal amount of £100,000 and integral multiples of £1,000 in excess thereof in respect of the GBP Notes.

Notes in respect of which consents are delivered will be blocked in the relevant clearing system until the earliest of (i) the later of the Consent Time and the Expiration Date, (ii) the valid revocation of the relevant consent and (iii) the termination or expiration of the Consent Solicitation without the Requisite Consents having been received. Holders should note that the deadlines set by the clearing systems and any intermediary may be earlier than those set out in the Consent Solicitation Statement. Consents submitted by or on behalf of Sanctions Restricted Persons (as defined in the Consent Solicitation Statement) will not be accepted.

The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement, copies of which will be made available upon request from the Information and Tabulation Agent (as defined below). As described in the Consent Solicitation Statement, the Co-Issuers reserve the right (subject to the prior consent of the Buyer), in their sole discretion and for any reason, to amend, terminate or extend the Consent Solicitation at any time and from time to time, whether or not the Requisite Consents have been received.

Morgan Stanley & Co. LLC and CIBC World Markets Corp. are serving as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. D.F. King Ltd. is serving as information and tabulation agent (the "Information and Tabulation Agent") in connection with the Consent Solicitation.

Questions concerning the terms of the Consent Solicitation and requests for additional copies of the Consent Solicitation Statement may be directed to the Information and Tabulation Agent, D.F. King Ltd., 51 Lime Street, London EC3M 7DQ, Tel: +44 20 7920 9700 or by email to boots@dfkingltd.com. The Solicitation Agents may be contacted at: Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor, New York, New York 10036, Attn: Liability Management Group, Collect: (212) 761-1057, Toll-Free: (800) 624-1808, Email: OakBondConsent@morganstanley.com; and CIBC World Markets Corp. at 300 Madison Avenue, 8th Floor, New York, New York 10017, Attn: Execution Management Group, Toll-Free: (800) 282-0822, Email: DLCIBCUSEMG@cibc.com. The results of the Consent Solicitation will be published at https://clients.dfkingltd.com/boots/.

This press release is for informational purposes only and does not constitute an offer to sell, or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. The Consent Solicitation is being made solely pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the Proposed Acquisition Amendments. Each Holder must make its own decision as to whether to deliver a consent. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Co-Issuers are aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction.

Neither the Consent Solicitation Statement nor any other documents related to the Consent Solicitation have been filed with, or approved or reviewed by, any federal, state or foreign securities commission or other regulatory authority of any jurisdiction. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

About the Co-Issuers

Boots operates as a leading health and beauty retailer with a strong pharmacy focus across the UK and Ireland, while retaining separated ownership for other global interests.

Important Information

Nothing in this press release constitutes an offer to sell, an offer to buy, a solicitation of an offer to sell or buy, or a tender or exchange offer for, any securities, including the Notes, in the United States or any other jurisdiction. The communication of the Consent Solicitation Statement and any other documents or materials relating to the consents is not being made by, and such documents and/or materials have not been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, the Consent Solicitation Statement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Consent Solicitation Statement as a financial promotion is being made to, and is directed only at: (a) persons in the United Kingdom falling within the definition of Investment Professionals (in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (b) persons outside the United Kingdom (all such persons together being "relevant persons"). The Consent Solicitation Statement is available only to relevant persons, the transactions it describes will be available only to or engaged in only with relevant persons, and it must not be relied or acted on by anyone who is not a relevant person.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical fact, included in this press release are forward-looking statements, including statements regarding the Consent Solicitation, the Proposed Acquisition Amendments, the payment of the Consent Fee and the expected completion and timing of the Acquisition. The words "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "future," "help," "intend," "may," "plan," "shall," "should," "target," "will" or the negative and similar expressions are based on current expectations and assumptions and are subject to risks, uncertainties and contingencies, many of which are beyond the Co-Issuers' control and difficult to predict or quantify, and which could cause actual results to differ materially from those that are anticipated. Factors that could cause actual results to differ include, but are not limited to: the ability of the parties to consummate the Acquisition on the anticipated terms and timeline, or at all; the receipt of required regulatory approvals and the satisfaction of the other conditions to completion of the Acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the Share Purchase Agreement; whether the Requisite Consents are received and the other conditions to the Consent Solicitation are satisfied; and the other factors described under "Solicitation Considerations" in the Consent Solicitation Statement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in the Co-Issuers' forward-looking statements and from past results, performance or achievements.

The Co-Issuers have no intention to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. All forward-looking statements contained in this press release and all subsequent written or oral forward-looking statements attributable to the Co-Issuers, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Because actual results could differ materially from intentions, plans, expectations, assumptions and beliefs about the future, you are urged not to rely on forward-looking statements included in this press release and to view all forward-looking statements made in this press release with caution.