Convertible Bond Notice

RNS Number:9290B
Ladbrokes Group Finance PLC
25 April 2006


   LGF (JERSEY) LIMITED (FORMERLY HILTON GROUP FINANCE (JERSEY) LIMITED, THE
     "ISSUER") #300,000,000 3.375 PER CENT. CONVERTIBLE BONDS DUE 2010 (THE
"CONVERTIBLE BONDS") GUARANTEED BY LADBROKES PLC (FORMERLY HILTON GROUP PLC, THE
                                   "COMPANY")
                               ISIN XS0176102951
   NOTICE TO HOLDERS OF THE CONVERTIBLE BONDS (THE "BONDHOLDERS") OF OPTIONAL
       REDEMPTION DATE AND CONFIRMATION OF ADJUSTMENTS TO EXCHANGE PRICE

The Issuer hereby gives notice:

  * that pursuant to Condition 9(b)(i) of the terms and conditions of the
    Convertible Bonds, the Issuer will on 25 May, 2006 (the "Optional Redemption
    Date") redeem all of the Convertible Bonds outstanding on such date at their
    principal amount together with accrued interest up to but excluding the
    Optional Redemption Date. For further detail see paragraph A below; and
   
  * of the adjustments that have been made to the Exchange Price. For
    further detail see paragraph B below.

A. Redemption of the Convertible Bonds

Pursuant to Condition 9(b)(i) of the terms and conditions of the Convertible
Bonds, the Issuer hereby gives irrevocable notice (an "Optional Redemption
Notice") that, as conversion rights have been exercised in respect of more than
85 per cent. in principal amount of the Bonds originally issued, the Issuer will
on the Optional Redemption Date redeem all of the Convertible Bonds outstanding
on such date at their principal amount together with accrued interest up to but
excluding the Optional Redemption Date.

Bondholders are reminded that the conversion rights in respect of the
Convertible Bonds may be exercised at the option of the Bondholder at any time
up to the close of business in the place where the relevant Bond is delivered
for conversion on 19 May, 2006.

The current Exchange Price of the Convertible Bonds is 293 pence per ordinary
share of the Company (see further paragraph B below), the principal amount of
Convertible Bonds outstanding as on 24 April, 2006 was #24,712,000 and the
closing price of the ordinary shares of the Company on 24 April, 2006 was 427.5
pence per ordinary share.

Bondholders are reminded that (i) pursuant to Condition 6(c) of the terms and
conditions of the Convertible Bonds, neither the Issuer nor the Registrar will
be required to register the transfer of any Convertible Bond during the period
of 15 calendar days immediately prior to the Optional Redemption Date referred
to above; (ii) payment on redemption of the Convertible Bonds will be made to
the person(s) shown in the register of holders of the Convertible Bonds at close
of business on 16 May, 2006; and (iii) Bondholders should look to the relevant
clearing system through which their Convertible Bonds are held for repayment in
respect of the Convertible Bonds.

Bondholders are referred to the terms and conditions of the Convertible Bonds
for further details of the rights attaching to the Convertible Bonds.

B. Confirmation of Adjustments to the Exchange Price

Further to the notice given by the Issuer on 2 March, 2006 and following the
approval at the extraordinary general meeting held on Wednesday 29 March, 2006
(the "Extraordinary General Meeting") of resolutions, inter alia:

(i)  to consolidate the ordinary shares of the Company
replacing every 17 existing ordinary shares of 10 pence nominal value each with
6 new ordinary shares of 281/3 pence nominal value each; and

(ii)  to carry out a return of value to shareholders
(comprising a special dividend of 233.4 pence per ordinary share and a final
dividend for the year ended 31 December, 2005 of 6.6 pence per ordinary share),

the Issuer hereby gives notice that the Exchange Price of the Convertible Bonds
has been adjusted as follows:

(i)  as regards the consolidation of the ordinary shares,
with effect from 6.30 p.m. (London time) on 13 April, 2006 the Exchange Price
was adjusted from its previous price of 260 pence per ordinary share to 736
pence per ordinary share; and

(ii)  as regards the special dividend and the final
dividend, with effect from the date of the payment of those dividends (25 April,
2006), the Exchange Price was further adjusted to 293 pence per ordinary share
but with retrospective effect to 6.00 p.m. (London time) on the record date for
the dividends (13 April, 2006).

The Issuer confirms, therefore, that as at the date of this notice the Exchange
Price of the Convertible Bonds is 293 pence per ordinary share.

As referred to in the notice given by the Issuer on 2 March, 2006, for the
purposes of calculating the above adjustments to the Exchange Price, the Company
has received an opinion of JPMorgan Cazenove Limited acting as an independent
investment bank appointed by the Company and whose appointment was approved by
The Law Debenture Trust Corporation p.l.c. (acting as Trustee for the
Bondholders) in accordance with the terms and conditions of the Convertible
Bonds and the articles of association of the Issuer.

Bondholders are referred to the terms and conditions of the Convertible Bonds
for further details in relation to the rights attaching to the Convertible
Bonds.
                                                            LGF (Jersey) Limited
                                                       (registered number 85924)
                                (formerly Hilton Group Finance (Jersey) Limited)

                                                              Registered office:
                                                            22 Grenville Street,
                                                     St Helier, Jersey. JE4 8PX.
Dated 25 April, 2006




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