Offer Rejection

Mitchells & Butlers PLC
04 May 2006


4 May 2006

                            Mitchells & Butlers plc

             Response to 550p proposal for Mitchells & Butlers plc

Mitchells & Butlers plc ('the Company') received a pre-conditional proposal last
night from a consortium led by the Tchenguiz Family Trust ('the Consortium'). In
line with the Board's commitment to make public the terms of any proposal to
ensure transparency to all shareholders, the letter containing the proposal has
been posted together with this announcement on the Company's website,
www.mbplc.com.

The Board has reviewed with its advisers the proposal of 550p per share in cash.
The Board believes that this proposal undervalues the business and its
prospects. Therefore, the Board does not believe that the proposal, which is
subject to conditions, is in the best interests of the Company and its
shareholders.

The proposal fundamentally fails to recognise the value and prospects of the
Company, which:

- has built the leading position in the rapidly growing pub food market with
  powerful brands and formats, serving some 80 million meals in the last year;

- has delivered the fastest like for like sales growth in the pub sector over
  the past two years, with a further 4.1% increase in the first 29 weeks of this
  financial year;

- has increased net retail operating margin* since 2003 despite significant
  external cost pressures through its focus on staff productivity, purchasing
  and efficiency gains;

- has delivered over 20% p.a. EPS** growth in the past two years and will
  deliver not less than 17% EPS** growth in the first half of this financial
  year;

- owns a unique estate of freehold assets in high quality locations; and

- has returned £642m to shareholders since demerger in 2003, in addition to
  ordinary dividends and has committed to return at least a further £500m in
  this calendar year (subject to market conditions) less any funds invested if a
  value creative acquisition opportunity is secured.

The Company's recent trading statement demonstrates the continued strong
operating and financial performance of the business and its prospects.

The Board believes that the Company has a proven, sales focused growth strategy,
in a rapidly expanding eating out market, which is driving strong earnings
growth, dividends and asset appreciation. This combines strong cash returns to
shareholders with long term value creation. The Board believes that the Company
has excellent prospects for organic growth and is well placed to take advantage
of further consolidation opportunities. The priority remains to maximise value
for shareholders.

This announcement has been made without the consent of the Consortium. There can
be no certainty that an offer will be made by the Consortium nor as to the terms
on which any offer might be made.

In accordance with Rule 28.5 of the City Code on Takeovers and Mergers, the
directors of the Company confirm that the profit estimate set out in Appendix 2
of the trading update published by the Company on 28 April 2006 (the 'Profit
Estimate') remains valid and that they have also received confirmation from
Ernst & Young LLP and Citigroup Global Markets Limited that they have no
objection to their respective reports published in respect of the Profit
Estimate continuing to apply.

*  Net retail operating margin is calculated as net retail operating profit
   before exceptional items divided by retail sales.

** EPS for the first half of this financial year is stated before exceptional
   items and refers to basic earnings per share. EPS for the past two years is
   also before exceptional items and uses a pro-forma figure in respect of 2003
   EPS in order to take account of the demerger in April 2003.

For further information please contact:

Investor Relations:                                  0121 498 5092
Kate Holligon                                        [e-mail]
                                                     -------------------------

Media:
James Murgatroyd / James Leviton (Finsbury Group)    0207 251 3801

Ernst & Young LLP has given and has not withdrawn its written consent to the
issue of this announcement with the inclusion of the reference to its name in
the form and context in which it is included.

Citigroup Global Markets Limited ('Citigroup') has given and has not withdrawn
its written consent to the issue of this announcement with the inclusion of the
reference to its name in the form and context in which it is included.

Citigroup which is authorised and regulated in the United Kingdom by The
Financial Services Authority, is acting as financial adviser to Mitchells &
Butlers plc ('Mitchells & Butlers') and no one else in connection with the
proposal made to Mitchells & Butlers and will not be responsible to anyone other
than Mitchells & Butlers for providing the protections afforded to customers of
Citigroup nor for providing advice in relation to the proposal.

The directors of Mitchells & Butlers accept the responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Mitchells & Butlers (who have taken all reasonable
care to ensure that such is the case) the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.

The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer or
solicitation is unlawful.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Mitchells & Butlers, 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 Mitchells & Butlers, 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
Mitchells & Butlers by the Consortium or Mitchells & Butlers, 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.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements as defined under
US legislation (Section 21E of the Securities Exchange Act of 1934) with respect
to the financial condition, results of operations and business of Mitchells &
Butlers and certain of the plans and objectives of the board of directors with
respect thereto. These forward-looking statements can be identified by the fact
that they do not relate to historical or current facts. Forward-looking
statements often use such words as 'will', 'should', 'continue', 'anticipate',
'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe' or other
words of similar meaning. The forward-looking statements contained herein are
based on assumptions and assessments made by Mitchells & Butlers' management in
light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe to be
appropriate. By their nature, forward-looking statements are inherently
speculative and involve risk and uncertainty, and there are a number of factors
that could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. These factors
include, but are not limited to: the future balance between supply and demand
for Mitchells & Butlers' sites; the effect of economic conditions and unforeseen
external events on Mitchells & Butlers' business; the availability of suitable
properties and necessary licenses; consumer and business spending, changes in
consumer tastes and preference; levels of marketing and promotional expenditure
by Mitchells & Butlers and its competitors; changes in the cost and availability
of supplies; key personnel and changes in supplier dynamics; significant
fluctuations in exchange rates; interest rates and tax rates; the availability
and effects of any future business combinations, acquisitions or dispositions;
the impact of legal and regulatory actions or developments; the impact of the
European Economic and Monetary Union; the ability of Mitchells & Butlers to
maintain appropriate levels of insurance; the maintenance of Mitchells &
Butlers' IT structure; competition in markets in which Mitchells & Butlers
operates; political and economic developments and currency exchange
fluctuations; economic recession; management of Mitchells & Butlers'
indebtedness and capital resource requirements; material litigation against
Mitchells & Butlers; substantial trading activity in Mitchells & Butlers'
shares; the reputation of Mitchells & Butlers' brands; the level of costs
associated with leased properties; competition for high quality managers;
declining sales of beer in pubs in the UK; food safety scares; funding
liabilities in respect of the Group's pension schemes and the weather.





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