Initial Purchase Offer C shs

Whitbread PLC
15 January 2007


Whitbread PLC

15 January 2007

Not for release, publication or distribution in whole or in part into the United
States, Australia, Canada, Japan or the Republic of South Africa

Deutsche Bank AG, London Branch

Whitbread PLC

Initial Purchase Offer for C Shares

Deutsche Bank has agreed to make the Initial Purchase Offer referred to in the
Circular from Whitbread to its Shareholders dated 24 November 2006 (the
'Circular'). Deutsche Bank hereby makes the Initial Purchase Offer, acting as
principal, to purchase each of the 92,531,681 C Shares in respect of which valid
acceptances of the Initial Purchase Offer have been received and not withdrawn
for 159 pence, free of all dealing expenses and commissions, in an off-market
transaction on the terms set out in the Circular.

Settlement for the C Shares acquired under the Initial Purchase Offer will be
made on 18 January 2007 when cheques will be dispatched to Shareholders whose C
Shares are held in certificated form (that is, not in CREST). The CREST accounts
of Shareholders whose C Shares are held in uncertificated form (that is, in
CREST) will be credited with the proceeds of sale on the same day.

Terms defined in the Circular have the same meaning when used this announcement.

For further information:

Anna Glover - Corporate Communications Director - Tel: [phone]

Christopher Rogers - Group Finance Director - Tel: [phone]

Whitbread PLC is one of the UK's leading hospitality companies, managing
businesses in the budget hotels, restaurant and health & fitness sectors,
including Premier Travel Inn, Brewers Fayre, Beefeater, Costa and David Lloyd
Leisure.

Whitbread's strategy is to create value for our shareholders by focusing
investment and growing in expanding sectors of the hospitality industry,
primarily in the UK but also in selected overseas markets.

In the financial year to March 2, 2006, Whitbread generated pre-tax,
pre-exceptional profit of £181.1m. Founded in 1742, the company is listed on the
London Stock Exchange (as WTB.L) and is a member of the FTSE4Good indices.

Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and with respect to UK
commodity derivatives business by the Financial Services Authority; regulated by
the Financial Services Authority for the conduct of UK business. Deutsche Bank
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 C Shares have
been or will be registered under 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.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR ANY SECURITIES, NOR THE SOLICITATION
OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE
OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY
JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.




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