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Whitbread Group (BB47)

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Friday 03 August, 2007

Whitbread Group

Debentures Early Redemption

Whitbread Group PLC
03 August 2007



Whitbread Group PLC
3 August 2007

                          STOCK EXCHANGE ANNOUNCEMENT


                              WHITBREAD GROUP PLC
                                 (the 'Issuer')

 Proposals for the early redemption of the £200,484,515 11.625 per cent. 
   debenture stock due 2011 (ISIN: GB0009605915) issued by the Issuer 
     and presently outstanding (the 'Series 1 Stock', as held by the 
      'Series 1 Stockholders') and the £100,000,000 8.125 per cent. 
      debenture stock due 2021 (ISIN: GB0009603423) issued by the 
      Issuer and presently outstanding (the 'Series 2 Stock', as 
        held by 'Series 2 Stockholders') (each of the Series 1 
        Stock and the Series 2 Stock, a 'Series', and together, 
             the 'Stock', as held by the 'Stockholders')

            Notices of a meeting of the Series 1 Stockholders
              and a meeting of the Series 2 Stockholders



Meetings of the Series 1 Stockholders (the 'Series 1 Meeting') and the Series 2
Stockholders (the 'Series 2 Meeting') (each a 'Meeting' and together the 
'Meetings') are today being convened for the purpose of considering and, if
thought fit, passing at each Meeting an extraordinary resolution (each an 
'Extraordinary Resolution' and together the 'Extraordinary Resolutions') 
relating to the early redemption, and the price payable on such early 
redemption, of the Series 1 Stock and the Series 2 Stock.

The Series 1 Meeting has been convened to take place on 30 August, 2007 at the
offices of Slaughter and May at One Bunhill Row, London, EC1Y 8YY commencing at
10.00 a.m. (London time).  The Series 2 Meeting has been convened to take place
at 10.15 a.m. (London time) on the same date and at the same place, or such time
that is as soon as practicably possible following the conclusion or adjournment
of the Series 1 Meeting.

Each of the Extraordinary Resolutions will, if passed, instruct the trustee of
the Stock to amend the terms and conditions of the relevant Series to provide
for an early redemption at a date (the 'Settlement Date') on or around 6
September 2007 and the price payable to Stockholders will be, in respect of the
Series 1 Stock or the Series 2 Stock, the Early Response Redemption Price or the
Redemption Price in respect of that Series (as described below).

The determination of the Early Response Redemption Price and the Redemption
Price for each Series will be based on the sum of the relevant Mid-Market
Reference Gilt Rate and the relevant agreed spread.  After consultation with a
Special Committee of the Association of British Insurers (the 'ABI')
representing 42% and 56% of the nominal amount of the Series 1 Stock and Series
2 Stock respectively, agreement has been reached for each Series as to the
Reference Gilt for determining the Mid-Market Reference Gilt Rate and the agreed
spread for determining the Early Response Redemption Price and the Redemption
Price as follows:


Series of Stock          ISIN            Early Response Redemption  Redemption Price  Reference Gilt
                                         Price agreed spread        agreed spread
£200,484,515 11.625 per  GB0009605915    0.10%                      0.20%             4.25% UK Treasury
cent. Debenture Stock                                                                 Stock due March 2011
2011

£100,000,000 8.125 per   GB0009603423    0.30%                      0.40%             4.75% UK Treasury
cent. Debenture Stock                                                                 Stock due March 2020
2021

For these purposes:

•   the 'Mid-Market Reference Gilt Rate' means the mid-market yield of the
    relevant Reference Gilt, as determined by the Solicitation Agent at or 
    around 11.00 a.m. on the Pricing Date based on the arithmetic mean of 
    the bid and offered rates for the relevant Reference Gilt quoted by the 
    Solicitation Agent at such time;

•   the 'Solicitation Agent' is The Royal Bank of Scotland plc acting
    through its office at 135 Bishopsgate, London, EC2M 3UR; and

•   the 'Pricing Date' means, in respect of each Series, the date following the
    passing of the relevant Extraordinary Resolution on which the Early 
    Response Redemption Price and the Redemption Price are determined by the
    Solicitation Agent, which is expected to be 31 August 2007.  On that date 
    the determination of the Early Response Redemption Price and the Redemption
    Price for each Series is expected to occur at or around 11.00 a.m. following
    which the Issuer will issue an RIS announcement of the result of pricing.

If the Extraordinary Resolution relevant to a Series is duly passed, the Company
shall pay the Early Response Redemption Price to those Stockholders who have
submitted or delivered voting instructions so that they are received by the
registrar of the Stock, Capita Registrars (the 'Registrar'), prior to the Early
Response Deadline of 4.00 p.m. (London time) on 20 August 2007 (as may be
extended by the Issuer in its absolute discretion) provided such voting
instructions remain unrevoked on conclusion of the relevant Meeting at which the
Extraordinary Resolution was passed.

If the Extraordinary Resolution relevant to a Series is duly passed, the Company
shall pay the Redemption Price to those Stockholders who have not submitted or
delivered voting instructions so that they are received by the Registrar prior
to the Early Response Deadline.

Each of the Early Response Redemption Price and the Redemption Price will be an
amount (rounded to the nearest £0.01 with £0.005 rounded upwards) for each
£1,000 in principal amount of the Stock calculated in accordance with the
formula set out in the annex to the circular being sent by the Issuer to
Stockholders dated 3 August 2007 (the 'Circular'), which is intended to reflect
the yield to maturity of the relevant Stock.

Further information concerning the Extraordinary Resolutions is contained in the
Circular, copies of which are available from the offices of The Royal Bank of
Scotland plc at 135 Bishopsgate, London EC2M 3UR and from the offices of
Slaughter and May, One Bunhill Row, London EC1Y 8YY, in each case between 9.00
a.m. and 5.00 p.m. on any weekday (public holidays excepted).

If the Meetings are quorate and the Extraordinary Resolutions are passed, it is
intended that the Series 1 Stock and the Series 2 Stock will be redeemed in
their entirety on 6 September 2007.

Issuer:                                               Trustee:
Whitbread Group PLC                                   The Law Debenture Trust Corporation Plc
Whitbread Court                                       Fifth Floor
Houghton Hall Business Park                           100 Wood Street
Dunstable LU5 5XE                                     London EC2V 7EX
Tel: +44 (0) 152 889346
Attn: Daren Lowry

Solicitation Agent:                                   Registrar:
The Royal Bank of Scotland                            Capita Registrars
135 Bishopsgate                                       Northern House
London EC2M 3UR                                       Woodsome Park
Tel: +44 (0) 20 7085 8056/3781                        Fenay Bridge
Attn: Andrew Burton or Gianmarco Deiana               Huddersfield
                                                      HD8 0LA
                                                      Tel: +44 (0) 870 162 3121
                                                      Attn: Corporate Actions

CE072120020




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