Acquisition

WHITBREAD PLC
27 September 1999


WHITBREAD AGREES TO BUY RACQUETS & HEALTHTRACK GROUP FOR £78.3m


Whitbread PLC today announced that it has agreed to buy the Racquets &
Healthtrack Group for £78.3m on a debt-free basis, an acquisition anticipated
to be earnings enhancing in its first twelve months. Established in 1995, the
Racquets & Healthtrack Group has built a network of six premium quality health
and fitness clubs with more than 35,000 members, four of which have full
facilities for racquets sports.

The clubs will be rebranded under the David Lloyd Leisure name and extend
Whitbread's leadership of the UK active leisure market.  Following completion
of the deal David Lloyd Leisure will have 47 clubs (including ten Curzons The
Gym) with a further seven David Lloyd clubs due to open by summer 2000. 
Membership will grow to nearly 170,000, 35% more than that of the nearest
competitor. Completion is expected to take place on September 30 1999.

Steve Philpott, Managing Director of David Lloyd Leisure, said:  'These are
first rate clubs, with first rate staff, whose annual sales currently exceed
£19m, and which fit well at the top end of our existing business. David Lloyd
Leisure is the largest operator and the clear brand leader in the UK active
leisure market, which is currently worth £1bn annually and is growing at
around 8% a year. 

'This exciting acquisition will enable us to develop our leading position,
leverage synergies, capitalise on our economies of scale and take advantage of
the opportunities presented by the continual growth potential of the market.'

For further information, contact Jeremy Probert, Whitbread Corporate
Communications, 0171-615-1445, eMail [e-mail]