Disposal

Whitbread PLC
11 September 2000

         Whitbread PLC and Nomura International plc
                              
8 September 2000

Sale of off-licence joint venture

The  Boards of Whitbread PLC ('Whitbread') and Punch  Retail
Limited,  a  subsidiary  of Punch Group  Limited  ('Punch'),
announce  that  they have today entered into  a  conditional
agreement  for the sale of their off-licence joint  venture,
First   Quench   Retailing  Limited  ('First  Quench'),   to
Carmelite   Acquisitions  Limited,  a  company  formed   and
financed   by   the  Principal  Finance  Group   of   Nomura
International  plc  ('Nomura').  The consideration  for  the
disposal, before payment of fees and expenses, will be  £225
million  (subject to an adjustment relating to net  assets).
The  sale  is  conditional  on the  receipt  of  appropriate
approvals  from  the  competition  authorities  in  the  UK.
Subject  to  the  receipt of such approvals,  completion  is
expected by the end of October 2000.

First Quench is the UK's leading off-licence chain with some
2,500  stores.   Its  brands include  Wine  Rack,  Thresher,
Victoria Wine and Bottoms Up. For the year to 4 March  2000,
First Quench had a turnover of £1,311 million. As at 4 March
2000, it had net assets of approximately £200 million.

First  Quench was formed in August 1998 as a result  of  the
50:50  merger of the off-licence interests of Allied  Domecq
Retailing Limited ('Allied Domecq Retailing') and Whitbread.
Following Punch's acquisition of Allied Domecq Retailing  in
September  1999, First Quench is jointly owned by Punch  and
Whitbread.    From  Whitbread's  perspective  the   disposal
represents  a  further  step in its  transformation  into  a
focused  leisure  business and follows the disposal  of  the
Whitbread Beer Company in May 2000.

Commenting on the transaction:

Graham  Frost, First Quench's Executive Chairman,  said:  'I
would  like to thank the company's management and staff  for
their  continuing commitment and enthusiasm during what  has
been  a very challenging and uncertain time for the company.
First  Quench  looks forward to working with Nomura  and  to
developing the business with them in the future.'

Hugh   Osmond,  Chairman  of  Punch,  said:  'This  disposal
continues the rationalisation programme that we put in place
at  the  time of our acquisition of Allied Domecq Retailing.
Whilst  some of the proceeds of the sale will be applied  to
reduce  the outstanding debt of Punch, a substantial  amount
will  be  invested in the continued development of our  core
pub  estate  where  the  benefits of  such  investment  have
already been shown.'

Guy  Hands,  Managing Director of Principal  Finance  Group,
commented: 'The acquisition of First Quench is a  good  deal
for  all concerned.  First Quench is not a core business  of
either  Whitbread or Punch.  Based on our track record  with
similar  consumer-facing businesses, we believe  that  First
Quench's  full  potential can be realised by empowering  the
management and investing in staff and technology.'

Enquiries:

Whitbread                     
David Reed                    020 7615 1324
                              
Punch                         
Hugh Osmond                   020 7935 3536
                              
First Quench                  
Graham Frost                  01707 385 000
                              
Close Brothers Corporate      
Finance
Tom Quigley                   020 7655 3100
                              
Financial Dynamics (for       
Nomura)
Andrew Dowler                 020 7831 3113 (mobile 07887
                              607 744)
                              
Citigate (for Punch)          
Anthony Carlisle              020 7638 9571 (mobile 0973
                              611 888)