Circ re. return of cash

Whitbread PLC
24 November 2006


Whitbread PLC
24 November 2006


                Return of cash - posting of shareholder circular

Whitbread PLC ('Whitbread') announces that it has today posted a circular
seeking shareholder approval for the proposed return of £350 million of cash to
shareholders.

It was announced in Whitbread's interim results on 24 October 2006 that it would
return a further £350 million to shareholders, making a total since May 2005 of
£1.16 billion. The return will be structured as a bonus issue of C shares with a
view to giving shareholders a choice between receiving the cash in the form of
income or capital and, so far as possible, giving those who choose capital some
choice as to when the return is made. The return will be accompanied by a share
consolidation to maintain comparability of earnings per share and other company
data. Further details are set out below.

Whitbread will also be paying a further £50m into its pension fund.  This is in
addition to the £50m announced in October 2005 and paid into the pension fund in
August 2006.

Highlights of the return of cash:
     
•    Shareholders to receive 159 pence per existing ordinary share.

•    Return to be implemented by way of a C share issue with a view to providing 
     UK tax resident shareholders with flexibility to elect to receive cash in 
     the form of income or capital or a combination of the two.

•    42 for 47 share consolidation to seek to maintain comparability of
     share price, earnings per share and dividends per share.

•    Extraordinary General Meeting to approve the return on 18 December 2006.

•    Cheques expected to be despatched to shareholders and CREST accounts 
     credited on 18 January 2007.

Details of the return of cash:

Subject to shareholder approval and listing of the new ordinary shares arising
on the share consolidation, shareholders will receive a bonus issue of one C
share for each ordinary share that they hold on 5 January 2007.  Shareholders
(other than those in certain overseas territories) will be able to elect between
the following choices in respect of those C shares:

•    To receive a single dividend of 159 pence per C share for some or all of 
     their C shares.  C shares in respect of which a shareholder has chosen to 
     receive this single dividend payment will automatically be converted into 
     deferred C shares, which will have negligible value.

•    To accept an offer to be made by Deutsche Bank AG, London Branch ('Deutsche 
     Bank') to sell some or all of their C Shares to Deutsche Bank (acting as 
     principal) for 159 pence per C share, free of all dealing expenses and 
     commissions.  Further details of this offer are contained within the 
     circular.

•    To retain some or all of their C shares and have the opportunity to accept 
     a future offer to sell them to Deutsche Bank (acting as principal) for 159 
     pence per C share, free of all dealing expenses and commissions.  It is 
     currently expected that there will be a further offer by Deutsche Bank to 
     purchase C shares around the time of Whitbread's AGM in 2008, but there can 
     be no guarantee that such an offer will be made.

The C shares will not be listed and those which are retained will pay a dividend
fixed at 75 per cent. of six month LIBOR.  Shareholders who do not elect for any
of the alternatives will receive the single dividend on all of their C shares.

A share consolidation will be undertaken in conjunction with the return of cash.
 Existing ordinary shares will be subdivided and consolidated so that
shareholders will receive 42 new ordinary shares for every 47 existing ordinary
shares held on 5 January 2007.  The intention is that, subject to market
movements, the share price of one new ordinary share immediately after listing
should be approximately equal to the share price of one existing ordinary share
immediately beforehand.  The ratio used for the share consolidation has been set
by reference to Whitbread's market capitalisation at close of business on 20
November 2006.

New ordinary shares will be traded on the London Stock Exchange in the same way
as existing ordinary shares and will be equivalent to the existing ordinary
shares in all material respects, including their dividend, voting and other
rights.  The effect of the share consolidation will be to reduce the number of
issued ordinary shares to reflect the return of 159 pence per ordinary share,
but shareholders immediately following the consolidation will own the same
proportion of Whitbread's issued share capital as they did previously (subject
to fractional entitlements).

Full details of the return of cash and share consolidation are contained in the 
circular.

Expected timetable of principal events
2006

Latest time and date for receipt of EGM form of proxy     2.00 pm on 16 December
EGM                                                       2.00 pm on 18 December

2007
Record date for the issue of C shares and
share consolidation                                         6.00 pm on 5 January
Commencement of dealings in new ordinary shares             8.00 am on 8 January
Latest time for receipt of election forms for the
C share choices                                            3.00 pm on 11 January
Single C share dividend declared and C shares
accepted for purchase                                                 15 January
Cheques despatched and CREST accounts credited                        18 January



For further information:

Anna Glover - Corporate Communications Director - Tel:   [phone]
Christopher Rogers - Group Finance Director - Tel:   [phone]


Two copies of each of the documents listed below have been submitted to The
Financial Services Authority and will be available for inspection at the
Document Viewing Facility which is situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS

Documents submitted:

Circular relating to the Proposed Return of Cash to Shareholders

Form of Proxy

Election Form for use by Shareholders in respect of the Initial Purchase Offer
and/or Retention of C Shares in relation to proposed Return of Cash to
Shareholders

Amendments to Whitbread's articles of association





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 the 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.

Shareholders in the United States, Australia, Canada, Japan and the Republic of
South Africa will only be eligible for the single C share dividend and will not
be offered the other alternatives.





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