Scheme Document Posted

RNS Number:2451W
Alliance Boots plc
08 May 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

8 May 2007

Alliance Boots plc ("Alliance Boots") announces that, following the
announcements on 20 and 24 April 2007 of the recommended acquisition by means of
a scheme of arrangement under section 425 of the Act (the "Scheme") of the
entire issued and to be issued share capital of Alliance Boots by AB
Acquisitions Limited ("AB Acquisitions"), it has today posted a circular (the "
Scheme Document") to Alliance Boots Shareholders containing, inter alia, (i) a
letter from the Chairman of Alliance Boots, and (ii) an explanatory statement
(pursuant to section 426 of the Act).

As described in the Scheme Document, the Scheme will be conditional, inter alia,
upon the approval of the Scheme by Scheme Shareholders (other than the holders
of Excluded Voting Shares) at the Court Meeting, the passing of the special
resolution necessary to implement the Scheme at the Alliance Boots EGM, and the
sanction of the Scheme and confirmation of the associated reduction of capital
by the Court.  A full description of the terms and conditions of the Scheme,
together with the action to be taken by Alliance Boots Shareholders, is set out
in the Scheme Document.

The anticipated timeline of principal events is as follows:

31 May 2007           Court Meeting and Alliance Boots EGM
21 June 2007          Scheme Hearing (to sanction the Scheme)
25 June 2007          Reduction Hearing (to confirm the Reduction of Capital)
25 June 2007          Suspension of listing and dealings in Alliance Boots 
                      Shares, last time for registration of transfers of shares 
                      and disablement of shares in CREST
26 June 2007          Effective Date of the Scheme
10 July 2007          Latest date for despatch of Loan Notes and Cash 
                      Consideration

The Court Meeting and Alliance Boots EGM will start at 10.00am and 10.15am (or
as soon thereafter as the Court Meeting has concluded or adjourned) respectively
on 31 May 2007.  Both meetings will be held at Goldman Sachs International,
River Court, 120 Fleet Street, London, EC4A 2QQ.

Copies of the Scheme Document have been submitted to the UK Listing Authority
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS

Capitalised terms used, but not defined, in this announcement have the same
meanings as given to them in the Scheme Document.

The Scheme Document will also be available on Alliance Boots' website
(www.allianceboots.com) from Wednesday 9 May 2007.

For further enquiries, contact:

Alliance Boots plc
Gerald Gradwell/Chris Laud (Investor Relations)        Tel: [phone]
Donal McCabe (Media)                                   Tel: [phone]

Goldman Sachs International                            Tel: [phone]
Simon Dingemans

Greenhill & Co. International LLP                      Tel: [phone]
James Lupton

Finsbury                                               Tel: [phone]
James Murgatroyd


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 an offer of securities for sale in the United States or
in any other jurisdiction in which such an offer is unlawful. The Loan Notes
that may be issued pursuant to the Transaction have not been and will not be
registered under the US Securities Act of 1933 or under the securities laws of
any state, district or territory of other jurisdiction of the United States.
Accordingly, Loan Notes may not be offered, 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.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of the Company, all "dealings" in any "
relevant securities" of that company (including by means of an option in respect
of, or a derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 pm (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an "
interest" in "relevant securities" of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of the Company by the offeror, or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.



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