Offer Update

Whitbread PLC
16 May 2001



                                                         16 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 for Fairbar Unconditional in all Respects


Whitbread PLC ('Whitbread') has been informed by the Board of Shopgood Limited
('Shopgood') that as at 5.30 p.m. on 15 May 2001 (the 'Unconditional Date'),
valid acceptances in respect of the Offer had been received in respect of
160,064,708 Fairbar Shares, representing approximately 32.6 per cent. of the
existing issued ordinary share capital of Fairbar and that Shopgood has
declared its offer for Fairbar unconditional in all respects.  Under the
provisions of the Articles of Association of Fairbar, Shopgood will now
compulsorily acquire any Fairbar shares for which valid acceptances have not
been received.

Shareholders who have not yet sent in Forms of Acceptance and who wish to
elect for the Loan Note Alternative may still do so by sending in the Form of
Acceptance to be received by no later than 3.00 p.m. on Thursday, 24 May 2001.

Consideration due under the Offer will be settled in accordance with the offer
document sent to Fairbar Shareholders on behalf of Shopgood on 10 May 2001
(the 'Offer Document'). Terms in this announcement shall have the same meaning
as defined in the Offer Document, unless otherwise stated.

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.

The contents of this announcement, which have been prepared by and are the
joint responsibility of Shopgood and Whitbread, have been approved jointly by
Lehman Brothers (which is regulated by the Securities and Futures Authority
Limited) and by Dresdner Kleinwort Wasserstein (which is regulated by the
Securities and Futures Authority Limited) solely for the purposes of section
57 of the Financial Services Act 1986.