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 [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 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.