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Whitbread Plc

Whitbread plc £2.5 billion return of capital programme complete, with results of Tender Offer

· £2 billion to be returned to shareholders via the purchase of 40,225,261 Ordinary Shares at a strike price of 4,972 pence per share

· Successful completion of Whitbread’s capital return programme with a total of £2.5 billion returned, including the Tender Offer and previous share buyback programme

Results of the Tender Offer

Whitbread PLC (LON: WTB) has today announced the results of the Tender Offer, which was set out in a circular published by the Company on 31 May 2019 and closed at 1:00 p.m. on Friday 19 July 2019.

The details of the Tender Offer are as follows:

· 40,225,261 Ordinary Shares were successfully tendered by Qualifying Shareholders and, subject to the remaining Conditions described in paragraphs 2.1(D) and 2.1(E) of Part III of the Circular being satisfied, will be purchased by Morgan Stanley on Tuesday 23 July 2019 at a price per share of 4,972 pence per Ordinary Share, for a total cost of £2 billion;

· the number of Ordinary Shares successfully tendered represents approximately 21 per cent. of the Issued Ordinary Share Capital of the Company; and

· the Strike Price represents the Average VWAP plus an amount equal to 2 per cent. of Average VWAP (rounded down to the nearest whole penny).

As set out in the Circular, it is expected that the Tender Offer will become unconditional at 7:00 a.m. on 23 July 2019 and following the Tender Offer becoming unconditional the Company will make an announcement to that effect through a Regulatory Information Service.

The Tender Offer was oversubscribed and the aggregate value of the Ordinary Shares validly tendered by Shareholders at a price below or at the Strike Price (or as Strike Price Tenders) exceeded £2 billion. In line with the procedures set out in the Circular, as the aggregate number of all Ordinary Shares validly tendered by Shareholders at or below the Strike Price exceeds £2 billion, tenders will be accepted as follows:

· all Ordinary Shares validly tendered at a price below the Strike Price or tendered as a Strike Price Tender will be accepted and purchased in full;

· Ordinary Shares validly tendered at the Strike Price of Average VWAP plus 2 percent will be scaled down such that the total cost of Ordinary Shares purchases pursuant to the Tender Offer does not exceed £2 billion. This will mean that approximately 66.8% of Ordinary Shares validly tendered at the Average VWAP plus 2 per cent will be accepted and purchased; and

· all Ordinary Shares tendered at a price higher than the Strike Price, being the Average VWAP plus 3 per cent and Average VWAP plus 4 per cent, will be rejected and will not be purchased in the Tender Offer.

Further information on the scaling down arrangement that apply is contained at paragraphs 2.16 and 2.19 of Part III of the Circular. Shareholders will be notified in due course about the level of their shareholdings in the Company, following the Tender Offer.

It is anticipated that the proceeds payable to Qualifying Shareholders for certificated Ordinary Shares purchased under the Tender Offer will be despatched as a cheque or, where applicable, made as a Bacs payment on 30 July 2019. It is anticipated that the proceeds payable to Qualifying Shareholders who hold uncertificated Ordinary Shares will be credited to their CREST accounts on 30 July 2019.

Capital return programme completed

Whitbread has previously announced its plans to return £2.5 billion surplus capital to shareholders, unless more value creating alternatives arose. The first phase was a share buyback programme conducted from 17 January 2019 to 10 May 2019. This first phase completed with a total of £482 million of Ordinary Shares repurchased.

The second phase is the Tender Offer, which will result in £2 billion of Ordinary Shares being repurchased. This means the total returned to date is £2.5 billion and, therefore, the Company is not planning any further returns of capital.

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