Securities Law & Instruments


Mutual Reliance Review System for ExemptiveRelief Applications - permission granted by the regulator orsecurities regulatory authority, as appropriate, to make representationsregarding the listing of the applicant securities on a stockexchange.

Ontario Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 38(3).














WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the Provinces of Ontario, Alberta, Manitoba, Newfoundlandand Labrador, Nova Scotia and Quebec (the "Jurisdictions")have received an application from Boots Company PLC ("BootsPLC") and Boots Group PLC ("Boots Group") (collectivelyBoots Group and Boots PLC, the "Applicants") for adecision, pursuant to the securities legislation of the Jurisdictions(the "Legislation") that the Applicants be permittedto mail materials to shareholders of Boots PLC containing representationsthat the shares of Boots Group ("Boots Group Shares")will be listed on the London Sock Exchange (the "LSE")with the intention of effecting a trade in the Boots Group Shares;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Applicants have representedto the Decision Makers as follows:

1. Boots PLC is a public limited company incorporatedin England and Wales with registered number 00027657.

2. Boots PLC currently comprises of threemain businesses: Boots Retail, Boots Retail Internationaland Boots Healthcare International. Boots Retail was formedto bring together all of Boots retail and service businessesin the United Kingdom with associated manufacturing and supportservices.

3. Currently the outstanding fully-paid sharesof Boots PLC are listed and posted on the LSE under the symbol"BOOT".

4. Holders of shares of Boots PLC ("BootsPLC Shares") in Canada are at de minimis levels.As of October 23 2002, Boots PLC had approximately 119,887shareholders worldwide, of which approximately 144 (or approximately0.12%) were resident in Canada.

5. Canadian residents hold approximately 191,509Boots PLC Shares out of an approximate global aggregate of851,209,824 (or approximately 0.0225%) Boots PLC Shares.

6. Boots Group is a company incorporated andregistered in England and Wales as a public limited companyunder the Companies Act 1985 with registered number04452715.

7. On incorporation, the authorized sharecapital of Boots Group was £100,000 divided into (i)50,000 ordinary shares of £1 each, of which two wereissued as fully paid to subscribers of the Boots Group Memorandumof Association, and (ii) 50,000 redeemable preference sharesof £1 each, of which 49,998 have been issued and redeemedby Boots Group.

8. Boots Group has not traded since incorporationand Boots Group Shares are not listed and posted for tradingon any stock exchange.

9. Boots Group will be the holding companyfor Boots PLC once the proposed restructuring of Boots PLC(the "Restructuring") becomes effective.

10. Boots Group's registered head office is1 Thane Road West, Nottingham, U.K. NG2 3AA.

11. Neither Boots Group nor Boots PLC is areporting issuer, or the equivalent, in any of the provincesor territories of Canada and neither Boots Group nor BootsPLC has any current intention of becoming a reporting issuerin any province or territory of Canada.

12. The proposed Restructuring involves theinterposition of Boots Group between Boots PLC and its shareholdersby way of a court approved scheme of arrangement under s.425 of the Companies Act 1985 (the "Scheme").

13. The Scheme must be approved by shareholdersof Boots PLC and by the High Court in the U.K. (the "Court").

14. A meeting of shareholders of Boots PLCwill be convened by the Court for the purpose of obtainingshareholder approval. Section 425 of the Companies Act1985 requires that approval must be given by a majorityof shareholders attending such meeting (whether in personor by proxy) who represent at least 75 per cent in value ofthe shares represented at such meeting.

15. U.K. law requires that the Boots InformationCircular (containing notice of meeting, a comprehensive explanatorymemorandum containing details of the Restructuring, the proposedresolutions and proxy forms) be sent to all Boots PLC shareholders(including overseas shareholders) to effect the Scheme. Accordingly,this document will be sent to Canadian shareholders of BootsPLC.

16. The Court will give its approval if itis satisfied that the Scheme is fair and that the procedureset out in the Companies Act 1985 has been followed.

17. If the requisite majority of shareholdersand the Court approve the Scheme, the Scheme will become bindingon all shareholders.

18. The Scheme will involve the followingsteps:

(a) all of the existing Boots PLC Shareswill be transferred to Boots Group;

(b) all Boots PLC shareholders will be allottedone Boots Group Share, credited as fully paid, for everyone Boots PLC Share then held;

(c) Boots PLC will therefore become a whollyowned subsidiary of Boots Group, and the entire share capitalof Boots Group will be owned by Boots PLC's shareholdersin the same proportions as Boots PLC Shares were held bythem prior to the implementation of the Scheme;

(d) after implementation of the Scheme,the Boots Group Shares will be equivalent to the Boots PLCShares in all material respects including their dividend,voting and other rights;

(e) Boots PLC will be de-listed from theLSE. Boots Group will become listed on the LSE. Full listingparticulars will be prepared in connection with the listingof Boots Group (the "Boots Listing Particulars")but these will not be sent to shareholders as of right.If a Boots PLC shareholder requests the document, U.K. lawrequires that it be sent to that Boots PLC shareholder.

19. The current drafts of the Boots InformationCircular and Boots Listing Particulars (collectively the "BootsMaterials") contain representations that the Boots GroupShares will be listed on the LSE (the "Listing Representations")

20. Boots Group is not currently listed onany stock exchange or quoted on any quotation and trade reportingsystem.

21. The LSE has not granted approval to thelisting of Boots Group Shares, conditional or otherwise, norhas the LSE indicated that it does not object to the ListingRepresentations.

AND WHEREAS under the System, this DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that that the Applicants are permittedto mail the Boots Materials containing the Listing Representationsto the Canadian holders of Boots PLC Shares.

November 12, 2002.

"Margo Paul"