Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. Announce Expiration and Results of the 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. 23, 2026 /PRNewswire/ -- Boots Group Finco L.P. and The Boots Group Luxco S.à r.l. (together, the "Co-Issuers") today announced the expiration and results of the previously announced 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").

The Consent Solicitation expired at 4:00 p.m., London time, on October 23, 2026 (the "Expiration Date"). The table below sets forth the aggregate principal amount of Notes outstanding and the aggregate principal amount of Notes for which consents were validly delivered on or prior to the Expiration Date and not validly revoked prior to the earlier of the Consent Time (as defined below) and the Expiration Date.

(1) Based on information provided by D.F. King Ltd. as of the Expiration Date. In accordance with the terms of the Indenture, for purposes of determining whether the Requisite Consents were received, (i) the EUR Notes and the GBP Notes were treated as a single class, (ii) the principal amount of the EUR Notes and the GBP Notes was determined as the U.S. dollar equivalent thereof, converted at the spot rate at 11:00 a.m. (New York City time) on October 21, 2026, being the Business Day immediately preceding the date on which the Supplemental Indenture was executed, and (iii) Notes required to be disregarded under the Indenture were disregarded.

On or prior to the Expiration Date, the Co-Issuers received valid Consents, which were not validly revoked prior to the earlier of the Consent Time and the Expiration Date, from Holders of at least a majority in aggregate principal amount of the outstanding Notes (with the EUR Notes and the GBP Notes treated as a single class) (the "Requisite Consents") to approve the Proposed Acquisition Amendments (as defined below) to the indenture dated as of August 1, 2025 governing the Notes (as amended or supplemented from time to time, the "Indenture"), as described in the consent solicitation statement dated as of October 19, 2026 (the "Consent Solicitation Statement"). All capitalized terms not defined herein are defined in the Consent Solicitation Statement.

On October 22, 2026, the Co-Issuers and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), executed a supplemental indenture (the "Supplemental Indenture") to effect the Proposed Acquisition Amendments in accordance with the Consent Solicitation Statement (such time of execution, the "Consent Time"). The Supplemental Indenture became effective and binding upon the Co-Issuers, the Trustee and every Holder (including each Holder that did not deliver a consent) and their transferees immediately upon execution. Consents may no longer be revoked.

The Proposed Acquisition Amendments will not become operative until immediately prior to the time at which the Acquisition (as defined below) is completed 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 (as defined below) for the benefit of the relevant Holders, in each case as described in the Consent Solicitation Statement. 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 (as defined below).

Subject to the terms and conditions of the Consent Solicitation Statement, the Co-Issuers will pay, or cause to be paid, for the benefit of each Holder of the Notes who validly delivered its consent to the Proposed Acquisition Amendments on or prior to the Expiration Date, and did not validly revoke such consent prior to the earlier of the Consent Time and the Expiration Date, a cash payment equal to €2.50 per €1,000 principal amount of EUR Notes and £2.50 per £1,000 principal amount of GBP Notes, in each case for which such consents were validly delivered and not validly revoked (the "Consent Fee"). The Consent Fee will be paid on the date on which the Effective Time (as defined below) occurs or promptly thereafter. No accrued interest will be paid as part of the Consent Fee, and the right to receive the Consent Fee is not transferable with the Notes.

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

As the Consent Time and the Expiration Date have both occurred, Notes in respect of which consents were delivered will be, or have been, unblocked in the relevant Clearing System in accordance with its procedures. A Holder that validly delivered a consent on or prior to the Expiration Date and did not validly revoke such consent prior to the earlier of the Consent Time and the Expiration Date will remain entitled to receive the Consent Fee, subject to the satisfaction of the Payment Conditions, notwithstanding any sale or other transfer of such Notes after they cease to be blocked. Such Holders should maintain the necessary arrangements with the relevant Clearing Participant and any custodian or other intermediary in order to receive the Consent Fee when paid.

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"), 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").

Subject to the conditions described in the Consent Solicitation Statement, the Co-Issuers sought  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 complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement.

Solicitation Agents and Tabulation Agent Information

Morgan Stanley & Co. LLC and CIBC World Markets Corp. served as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. D.F. King Ltd. served 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 [email protected]. 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: [email protected]; 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: [email protected]. The results of the Consent Solicitation are 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 was made solely pursuant to the terms of the Consent Solicitation Statement. No recommendation was made as to whether Holders should consent to the Proposed Acquisition Amendments. Each Holder has made its own decision as to whether to deliver a consent. The Consent Solicitation was not made to Holders of Notes in any jurisdiction in which the Co-Issuers were 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 has not been, and 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 has not been, and 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 were received and the other conditions to the Consent Solicitation were 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.

SOURCE Boots Group Finco L.P. and The Boots Group Luxco S.à r.l.