Scheme of arrangement

RNS Number:0099Z
Alliance Boots plc
26 June 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


Alliance Boots plc

26 June 2007

Scheme of Arrangement Becomes Effective

Alliance Boots is pleased to announce that the Scheme of Arrangement to effect
the acquisition of Alliance Boots by AB Acquisitions Limited has now become
effective in accordance with its terms.

It is intended that the listing of Alliance Boots Shares on the Official List
will be cancelled, and  that Alliance Boots Shares will cease to be admitted to
trading on the London Stock Exchange, with effect from 8.00 a.m. on 28 June
2007.  Alliance Boots Shares were suspended from listing and dealings on the
London Stock Exchange at 5.30 p.m. on 25 June 2007.

Under the terms of the Scheme, holders of Scheme Shares (other than ASP in
respect of the SP Rollover Shares) are entitled to receive 1,139 pence for each
Alliance Boots Share held at the Scheme Record Time (6.00 p.m. on 25 June 2007)
and, to the extent that they are entitled to receive Loan Notes under the Loan
Note Alternative, #1.00 of Loan Notes for each #1.00 of cash consideration to
which they would otherwise be entitled under the Scheme.

Settlement of the cash consideration, and the issue of certificates in respect
of the Loan Notes under the Loan Note Alternative, are expected to be effected
on or prior to 10 July 2007.

Capitalised terms in this announcement have the same meaning as in the Scheme
Document dated 8 May 2007. All references in this announcement to times are to
London time.

For further enquiries, contact:

Alliance Boots plc
Gerald Gradwell (Investor Relations)              Tel: 0207 138 1118
Donal McCabe (Media)                              Tel: 0207 138 1164

Goldman Sachs International
Simon Dingemans                                   Tel: 0207 774 1000

Greenhill & Co. International LLP
James Lupton                                      Tel: 0207 198 7400

Finsbury
James Murgatroyd                                  Tel: 0207 251 3801

Goldman Sachs International, which is authorised and regulated in the United
Kingdom by The Financial Services Authority, is acting for Alliance Boots in
relation to the matters described in this announcement and is not advising any
other person and accordingly will not be responsible to any person other than
Alliance Boots for providing the protections afforded to the customers of
Goldman Sachs International or for providing advice in relation to the matters
described in this announcement.

Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by The Financial Services Authority, is acting for Alliance Boots
in relation to the matters described in this announcement and is not advising
any other person and accordingly will not be responsible to any person other
than Alliance Boots for providing the protections afforded to the customers of
Greenhill & Co. International LLP or for providing advice in relation to the
matters described in this announcement.

This announcement is not intended to and does not constitute an offer to sell or
invitation to purchase or subscribe for any securities in any jurisdiction
pursuant to the Transaction or otherwise. The Transaction will be made solely
through the Scheme Document, which was posted to shareholders on 8 May 2007 and
contains the full terms and conditions of the Transaction.

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements.  Any failure to
comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction.  This announcement has been prepared
for the purpose of complying with English law and the City Code and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
that jurisdiction.

The Loan Notes that may be issued pursuant to the Transaction have not been nor
will be registered under the Securities Act of 1933, as amended (the "Securities
Act") or under the relevant securities laws of any state or territory or other
jurisdiction of the United States.  Accordingly, Loan Notes may not be offered
or sold, resold, transferred, delivered or distributed, directly or indirectly
in or into the United States or to, or for the account or benefit of, any US
person.

Loan Notes that may be issued pursuant to the Transaction have not been and will
not be registered under the relevant securities laws of Japan or Switzerland.
No securities registration statement in respect of the Loan Notes has been, or
will be, filed with the Director of the Kanto Local Finance Bureau in Japan.  No
prospectus in respect of the Loan Notes has been, or will be, lodged with, or
registered with, the Australian Securities and Investments Commission ("ASIC"),
the Japanese Ministry of Finance, or the Companies Office in New Zealand.  The
Scheme Document has not been lodged with ASIC and does not contain the
information required of a prospectus.  No prospectus has been prepared under
Swiss law in relation to the Loan Notes.  Accordingly, unless otherwise
determined by AB Acquisitions and permitted by applicable law and regulation,
the provision of the Scheme Document to any person in Australia, Japan,
Switzerland or New Zealand does not constitute an offer of Loan Notes to that
person and the Loan Notes are not being offered, sold, resold, transferred,
delivered or distributed, directly or indirectly in or into or to persons in
Australia, Japan, Switzerland or New Zealand or any other jurisdiction where to
do so would violate the laws of that jurisdiction or would require registration
thereof in that jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Person.




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            The company news service from the London Stock Exchange
END

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