Disposal

Compass Group PLC
09 April 2006



9 April 2006 

   Compass Group plc announces sale of travel concession catering operations

Following the decision to focus on its core contract catering business, Compass 
Group PLC ('Compass') is today pleased to announce that it has agreed to sell 
its travel concession catering business, Select Service Partner, including 
Creative Host Services in the US (together, 'SSP'). The transaction has been 
structured as a combined sale of the UK motorway services business ('Moto') to a
consortium led by Macquarie Bank and the remainder of the SSP business to 
companies controlled by EQT for an aggregate consideration of £1,822 million on 
a debt and cash free basis, subject to certain closing adjustments 
(the 'Disposal').

•     The sale price for SSP represents an exit price multiple of 16.0 times 
      SSP's 2005 operating profit before goodwill amortisation (EBITA) and 10.9 
      times SSP's 2005 EBITDA.

•     Compass intends to return £500 million of the proceeds to its shareholders
      by way of a share buy-back programme over the next 12-18 months.

•     £275 million will be contributed to Compass's UK pension plans.

•     As previously announced in January 2006, $250 million (£143 million) will 
      be used to buy out the remaining 51% of the Levy Restaurants business in 
      the US.

•     The balance of proceeds will be used to reduce net debt.

•     The Disposal is conditional upon, amongst other things, obtaining 
      clearances from European Union and United States anti-trust authorities 
      and obtaining the approval of Compass shareholders at an extraordinary 
      general meeting ('EGM').

•     Completion of the Disposal is expected around June 2006.

In addition to the sale of SSP, Compass has also completed the sale of 90% of 
its European Inflight catering business ('Inflight'), a further part of its 
travel concession catering business.

Michael J. Bailey, Chief Executive of Compass, commented:

'We announced our intention to sell SSP in September 2005, and following a 
successful auction process, we are delighted to announce the sale of SSP for a 
total of £1,822 million. Together with the Inflight business, this takes the 
total proceeds to £1,879 million. This is a great outcome for Compass and we 
wish the new owners and all the staff well for the future'.
 
Andrew Martin, Finance Director of Compass, commented:

'With regard to the proceeds from the sale, we have sought to balance a return 
of capital to our shareholders, a reduction in our pension deficit, investment 
in the business and repayment of debt to maintain the strength of our balance 
sheet'.

'Completion of the sale enables us to focus on the core contract catering and 
support services business, and to exploit the significant organic growth 
opportunity from a strong financial base'.

This summary should be read in conjunction with the full text of the following 
announcement.


Enquiries

Compass Group PLC                                         
Investors/analysts:      Andrew Martin/Jason Leek         01932 573 000
Media:                   Paul Kelly                        07876 444450

Citigroup                                                 020 7986 4000
David Wormsley 
Simon Lindsay

Website: www.compass-group.com

Citigroup Global Markets Limited is acting for Compass and no one else in 
connection with the matters described in this announcement, and will not be 
responsible to anyone other than the Compass for providing the protections 
afforded to clients of Citigroup Global Markets Limited or for providing advice 
in relation to the matters described in this announcement.
 


   Compass Group plc announces sale of travel concession catering operations

1.     Introduction

Compass Group PLC ('Compass') is today pleased to announce that it has agreed to
sell its specialist travel concession catering business, Select Service Partner,
including Creative Host Services in the US (together, 'SSP'). The transaction 
has been structured as a combined sale of the UK motorways business ('Moto') to 
a consortium led by Macquarie Bank and the remainder of the SSP business to 
companies controlled by EQT for an aggregate consideration of £1,822 million on 
a debt and cash free basis, subject to certain closing adjustments (the 
'Disposal').

The Disposal is conditional upon, amongst other things, obtaining clearances 
from European Union and United States anti-trust authorities and on obtaining 
the approval of Compass shareholders at an extraordinary general meeting 
('EGM').

2.     Background to and reasons for the Disposal

Compass is executing a strategy announced in September 2005 to focus on its core
contract catering business and to continue to build on the growth in support 
services. The Board believes that in the longer term this focus will improve the
Group's financial performance and drive greater value for shareholders.

3.     Information on SSP

SSP represents one of the market leaders in travel concession catering. It has 
market leading positions in many of the 26 countries in which it operates and 
provides catering for roadside, railway and airport concessions, principally in 
the UK, Continental Europe and the US. SSP operates catering and retail 
concessions at over 600 sites and manages over 2,000 catering and retail units 
worldwide. After the Disposal, Compass will retain a small part of the travel 
concession catering business, mainly in Japan and Portugal where the operations 
are very closely integrated with the rest of the Compass business.

In the year ended 30 September 2005, SSP's recorded operating profit before 
goodwill amortisation of £114 million on turnover of £1,804 million. Gross and 
net assets of SSP at 30 September 2005 were £1,663 million and £1,388 million 
respectively.

The sale price for SSP represents an exit multiple of 16.0 times SSP's 2005 
operating profit before goodwill amortisation (EBITA) and 10.9 times SSP's 2005 
EBITDA.

4.     Information on Inflight

In addition to the sale of SSP, Compass has also completed the sale of 90% of 
its European Inflight catering business ('Inflight'), a further part of its 
travel concession catering business.
 
The sale of Inflight, which operates in 9 European countries providing ready 
made meals, snacks and beverages to several airlines, generated sale proceeds of
£57 million.

In the year ended 30 September 2005, the recorded operating profit before 
goodwill amortisation of Inflight was £8 million on turnover of £139 million.

5.     Use of Proceeds

The total proceeds from the sale of SSP and Inflight is £1,879 million. Tax and 
other transaction costs are anticipated to be £180 million, resulting in net 
proceeds of approximately £1,700 million.

The net proceeds will be used as follows:-

•     £500 million will be returned to shareholders by way of a share buy-back
      programme over the next 12-18 months.

.     £275 million will be contributed to Compass's UK pension plans (Compass 
      Pension Scheme and the Compass Group Final Salary Pension Plan). The 
      amounts to be contributed have been agreed with the Trustees of Compass's 
      UK pension plans and the UK Pensions Regulator.

•     As previously announced in January 2006, $250 million (£143 million) will 
      be used to buy-out the remaining 51% of the Levy Restaurants business in 
      the USA.

•     The remainder of the proceeds will be used to repay net debt.

6.     SSP Transaction Process and Timetable

The transaction requires approval from Compass's shareholders. A circular 
containing further details of the transaction will be sent to Compass's 
shareholders shortly.

Completion of the transaction is subject to a number of conditions, including 
obtaining consents from the European Union and United States anti trust 
authorities.

Completion is expected to take place during June 2006.

7.     Other Matters

The senior management team of SSP, including Andrew Lynch (CEO), Jonathan Davies
(CFO) and Tim Moss (CEO Moto), will transfer with the respective businesses.

Compass will benefit from the long-term exclusive use of the key SSP brands in 
its core contract catering markets and economies of scale in purchasing through 
a purchasing services agreement with SSP. The Group will also provide certain 
services to each of the SSP and Moto purchasers on an ongoing basis under 
transitional services agreements for around 18-24 months.
 
The Disposal Agreement contains warranties and indemnities which are usual for a
transaction of this nature.



Enquiries

Compass Group PLC                                         
Investors/analysts:      Andrew Martin/Jason Leek         01932 573 000
Media:                   Paul Kelly                        07876 444450

Citigroup                                                 020 7986 4000
David Wormsley 
Simon Lindsay

Website: www.compass-group.com

Citigroup Global Markets Limited is acting for Compass and no one else in 
connection with the matters described in this announcement, and will not be 
responsible to anyone other than the Compass for providing the protections 
afforded to clients of Citigroup Global Markets Limited or for providing advice 
in relation to the matters described in this announcement.

Notes to Editors:

Compass Group PLC is the world's leading foodservice company providing food, 
vending and related services to clients and customers in the workplace, at 
schools and colleges, hospitals, on the move, at leisure and in defence, 
offshore and remote locations. Compass Group has annual revenues of over 
£12 billion and employs 410,000 people in over 90 countries.

EOT is a group of private equity funds that manages approximately €6 billion in 
equity in 8 funds. EQT Partners, acting as investment advisor to all EQT funds, 
has offices in Stockholm, Copenhagen, Helsinki, Frankfurt, and Munich. EQT 
focuses on acquiring and developing high quality European companies that have 
growth potential. EQT is an active owner of its investments and works in close 
cooperation with the management of the companies it acquires, to develop and 
implement value-enhancing strategies. In total, EQT has invested in 41 
companies, that generate approximately €18 billion of sales.

Contacts:
Jan Stahlberg, Senior Partner, [phone]
[e-mail]

Johan Hahnel, Director Communications & PR, [phone]
[e-mail]

The Macquarie Bank Group is a diversified, international provider of specialist 
investment banking and financial services, with more than 7,600 people in 24 
countries. Members of the Macquarie Bank Group manage over €19bn of equity in 
infrastructure and essential-service assets around the world, via a range of 
listed and unlisted funds. Investments managed by Macquarie include assets in
the transportation, water, telecommunications, media and energy sectors in
countries including the UK, Germany, Portugal, Italy, Sweden, Belgium,
Netherlands, Canada, USA, Australia, New Zealand, Korea, Japan, and South
Africa. Macquarie has built a strong track record in adding value to the
businesses it owns and operates and brings the benefits of global resources,
relationships and expertise to its investments and the communities they serve.

Contact:
Alison Jefferis
Public Relations, Macquarie Bank Group
[phone]
[phone]



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