Circ re. Return of Cash

Whitbread PLC
24 May 2006

Whitbread PLC

24 May 2006

                Return of cash - posting of shareholder circular

Whitbread PLC ('Whitbread') announces that it will shortly be posting a circular
seeking shareholder approval for the proposed return of £400 million of cash to
shareholders.  Whitbread has now received total proceeds of close to £1.3
billion from its programme of asset disposals of which £400 million has already
been returned to shareholders by way of special dividend in May 2005.

This further return of cash is being effected by using a B share issue which
(subject to certain exceptions) gives shareholders a choice as to when and in
what form they receive their proceeds.

Highlights of the return of cash:

•        Shareholders to receive 155 pence per existing ordinary share.

•        Return to be implemented by way of a B share issue to provide UK tax
resident shareholders with flexibility to elect to receive cash in the form of
income or capital or a combination of the two.

•        17 for 20 share consolidation to seek to maintain comparability of
share price, earnings per share and dividends per share.

•        Extraordinary General Meeting to approve the return following the
Annual General Meeting on 20 June 2006.

•        Cheques expected to be despatched to shareholders and CREST accounts
credited on 6 July 2006.

Details of the return of cash

Subject to shareholder approval and listing of the new ordinary shares arising
on the share consolidation, shareholders will receive a bonus issue of one B
share for each ordinary share that they hold on 23 June 2006.  Shareholders
(other than those in certain overseas territories) will be able to elect between
the following alternatives in respect of those B shares:

•        To receive a single dividend of 155 pence per B share for some or all
of their B shares.  B shares in respect of which a shareholder has chosen to
receive this single dividend payment will automatically be converted into
deferred shares, which will have negligible value.

•        To accept an offer to be made by Deutsche Bank to sell some or all of
their B Shares to Deutsche Bank (acting as principal) for 155 pence per B share,
free of all dealing expenses and commissions.

•        To retain some or all of their B shares and have the opportunity to
accept a future offer to sell them to Deutsche Bank (acting as principal) for
155 pence per B share, free of all dealing expenses and commissions.  It is
currently expected that there will be a further offer by Deutsche Bank to
purchase B shares around the time of Whitbread's AGM in 2007, but there can be
no guarantee that such an offer will be made.

The B shares will not be listed and will pay a dividend fixed at 75 per cent. of
six month LIBOR.  Shareholders who do not elect for any of the alternatives will
receive the single dividend on all of their B shares.

A share consolidation will be undertaken in conjunction with the return of cash.
Existing ordinary shares will be subdivided and consolidated so that
shareholders will receive 17 new ordinary shares for every 20 existing ordinary
shares held on 23 June 2006.  The intention is that, subject to market
movements, the share price of one new ordinary share immediately after listing
should be approximately equal to the share price of one existing ordinary share
immediately beforehand.  The ratio used for the share consolidation has been set
by reference to Whitbread's market capitalisation at close of business on 23 May
2006.

New ordinary shares will be traded on the London Stock Exchange in the same way
as existing ordinary shares and will be equivalent to the existing ordinary
shares in all material respects, including their dividend, voting and other
rights.  The effect of the share consolidation will be to reduce the number of
issued ordinary shares to reflect the return of 155 pence per ordinary share,
but shareholders will own the same proportion of Whitbread's issued share
capital as they did previously (subject to fractional entitlements).

Full details of the return of cash and share consolidation are contained in the
circular.

Expected timetable of principal events
                                                                                                               2006
Latest time and date for receipt of form of proxy for the EGM                                    2.15 pm on 18 June
EGM                                                                                              2.15 pm on 20 June
Record date for the issue of B shares and share consolidation                                    6.00 pm on 23 June
Commencement of dealings in new ordinary shares                                                  8.00 am on 26 June
Latest time for receipt of election forms for the B share alternatives                           3.00 pm on 29 June
Single B share dividend declared and B shares accepted for purchase                                          3 July
Cheques despatched and CREST accounts credited                                                               6 July




For further information:

Anna Glover                Tel:   [phone]

Christopher Rogers Tel:   [phone]


Deutsche Bank, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the UK, is acting for Whitbread and
no-one else in connection with the return of cash and will not be responsible
for anyone other than Whitbread for providing the protections afforded to
clients of Deutsche Bank or for providing advice in relation to the return of
cash.

None of the existing ordinary shares, new ordinary shares or the B shares have
been or will be registered under the U.S. Securities Act of 1933, as amended
(the 'Securities Act') or the securities laws of any other U.S. jurisdiction,
and none of them may be offered or sold in the United States unless pursuant to
an exemption from, or in a transaction not subject to the registration
requirements of the Securities Act.

Shareholders in the United States, Australia, Canada, Japan and the Republic of
South Africa will only be eligible for the single B share dividend and will not
be offered the other alternatives.


                      This information is provided by RNS
            The company news service from the London Stock Exchange