Offer Document Posted

Whitbread Holdings PLC
10 May 2001


    10 May 2001



                                Whitbread PLC

Not for release, publication or distribution in or into the United States of
America, Canada, Japan, Australia or the Netherlands

                            Offer document posted

Whitbread PLC ('Whitbread') has been informed by the Board of Shopgood Limited
that the document containing the recommended cash offer (the 'Offer') for the
entire issued ordinary share capital of Fairbar Limited (the 'Offer Document')
has been posted.  Shopgood Limited is a newly formed company acquired by
Morgan Grenfell Private Equity Limited ('MGPE') for the purposes of making the
Offer.

The Offer will become wholly unconditional upon receipt of valid acceptances
in respect of not less than 30 per cent. of the issued share capital of
Fairbar (the 'Unconditional Date').  The first despatch of consideration will
be made within five business days thereafter to those shareholders from whom
valid acceptances are received by or on the Unconditional Date.  The next
despatch of consideration will be made within five business days of the Offer
closing.  The first closing date is 3.00 p.m. on 24 May 2001 and the loan note
alternative will only remain open for acceptance until 3.00 p.m. on 24 May
2001.  Fairbar shareholders are therefore encouraged to return their forms of
acceptance as quickly as possible if they wish to accept the Offer.



Enquiries:

Whitbread
David Reed  [phone]
Jeremy Probert  [phone]

Dresdner Kleinwort Wasserstein [phone]
David Barclay
Nigel Binks

MGPE
Jon Macintosh  [phone]
Chris Hanna [phone]

Lehman Brothers     [phone]
Adrian Fisk
Michael Mackinnon


Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein'),
which is regulated in the United Kingdom by the Securities and Futures
Authority Limited, is acting for Whitbread and Fairbar and for no one else in
relation to the matters discussed herein and will not be responsible to anyone
other than Whitbread and Fairbar for providing the protections afforded to its
customers nor for providing advice in relation to the matters discussed
herein.

Lehman Brothers Europe Limited ('Lehman Brothers'), which is regulated in the
United Kingdom by the Securities and Futures Authority Limited, is acting for
MGPE and Shopgood and for no one else in relation to the matters discussed
herein and will not be responsible to anyone other than MGPE and Shopgood for
providing the protections afforded to its customers nor for providing advice
in relation to the matters discussed herein.


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