##### 



Exhibit
4(b)(vii)
 Britvic plc
 
   
 
  IHG Pernod Whitbread Selling Shareholders Selling Shareholder Company Firm Shares Underwriters Offer
 1
       Stabilisation Manager Over-allotment Shares Sale Shares Over-allotment Shareholders Shares
 CGML CGMUKE Citigroup Deutsche Bank
 Prospectus Purchase
Memorandum Pricing
Supplement Offering Memoranda
 Agreement among
Underwriters
 Representations and Warranties
 Executive
Directors
 2




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##### 



FSMA Listing Rules FSA Prospectus Rules Group member of the Group Directors
 Roadshow Slides
  Admission 3
        Reduction of Share Capital
 Restructuring Agreements Restructuring
Arrangements
 4
            5




---



##### 



Material Adverse Effect
 Company IFRS financial statements IFRS Group
IFRS financial statements Group UK GAAP financial statements UK GAAP
  6




---



##### 



US GAAP IFRS
  Reporting Accountants Reporting Accountants Reports
 7
              8




---



##### 



Facilities
  verified documents
 9
            10




---



##### 



Certificates of Title
    11




---



##### 



12
        Hazardous
Materials Environmental Laws
  Intellectual Property Rights 13
             IT Systems
  14




---



##### 



SDRT
    15




---



##### 



16




---



##### 



OFAC
 17
       FCPA OECD Convention
      Power of Attorney Attorney 18
           19




---



##### 



20




---



##### 



Non-Executive Directors
    21
               22
        Agreement to Sell
 Offer Price First Closing Date First Closing Time
   23




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##### 



Stabilisation End Date ) Stabilisation Transactions
 Over-allotment Contract
  andA =
    
    the number of Shares over-allocated by the Stabilisation Manager (as notified
by the Stabilisation Manager to the Over-allotment Shareholders on or before the First
Closing Date) which will not in any event exceed 22,954,872 Shares in aggregate
(unless otherwise so agreed in the Purchase Memorandum);P =
    
    the cumulative aggregate number of Shares (Stabilisation Shares) which the
Stabilisation Manager or its agents have, on or before the Stabilisation End Date,
acquired or agreed to acquire in Stabilisation Transactions;S1 =
    
    the cumulative aggregate number of Stabilisation Shares in which the
Stabilisation Manager has ceased to have an interest within the meaning of Section 208
of the Companies Act (but subject to Section 209 of that Act) on the assumption that
the Stabilisation Shares constitute relevant share capital of the Company;S2 =
    
    the number of Stabilisation Shares (if any) which, immediately prior to 12
noon on the Stabilisation End Date (but not earlier), does not fall to be included in
S1, despite the Stabilisation Manager or its agents having entered into agreements to
sell them, solely as a result of those agreements not having been completed at that
time; andR =
    
    such number of Shares as may be specified by written notice from the
Stabilisation Manager to the Over-allotment Shareholders not later than 12 noon on the
Stabilisation End Date,
 and provided that
  24




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Agreed Over-allotment Share Proportion
  Over-allotment Closing Date Closing Date Over-allotment Closing Time Closing Time
   VAT
 25
         Settlement
     26
             27




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##### 



28
         Closing Location
  Representations and Warranties by the Underwriters
   29




---



##### 



QIBs
   Relevant Member State
 Covenants.
     30
        Initial Period ,
   31




---



##### 



Initial Lock-up Period provided however 32
       provided however
       33
                 34




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35




---



##### 



36
               37
            38
          payee
 39




---



##### 



40
             Conditions to the Obligations of the Underwriters
 41




---



##### 



42




---



##### 



,
          43




---



##### 



Reimbursement of Expenses
 44




---



##### 



Indemnification and Contribution
 Indemnified Party provided however Underwriter Information
  45




---



##### 



46




---



##### 



provided however
 provided however
 47




---



##### 



Limitation
  finally judicially determined
  48




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##### 



Default by an Underwriter provided however
 Termination
 49




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##### 



Representations, Warranties and Indemnities to Survive
   Notices
 50




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##### 



.
 Miscellaneous
     51




---



##### 



Transfer Taxes
 52




---



##### 



53




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(A)
    
    the sale or transfer of the Shares not being
effected on an EEA exchange or a recognised foreign exchange for the
purposes of sections 80C and 89AA Finance Act 1986 as a result of the
stock lending arrangements not being subject to the rules of the
exchange or reported to the exchange on which the Shares are to be
traded in accordance with its rules;(B)
    
    the failure of the Stabilisation Manager to
redeliver Equivalent Securities to the relevant Lender (as both defined
in the Stock Lending Agreement) other than as a result of breach of
this Agreement by the Over-allotment Shareholders (or their Connected
Shareholder Persons) or any other act or omission of the Over-allotment
Shareholders (or their Connected Shareholder Persons) or as a result of
breach of the Stock Lending Agreement by a Lender under that agreement;
  (A)
    
    the Stabilisation Manager not being a member of the EEA
exchange or a recognised foreign exchange (as those terms are defined in
sections 80B and 88B Finance Act 1986) (each an Exchange) on which the Shares
are to be traded;(B)
    
    the Stabilisation Manager not being an intermediary or
recognised as such for the purposes of sections 80A(1)(b) and 88A(1)(b)
Finance Act 1986; or
 54




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(C)
    
    the sale or transfer of the Shares not being effected on the
Exchange of which the Stabilisation Manager is a member and on which the Shares
are to be traded for the purposes of sections 80A(1)(c) and 88A(1)(c) Finance
Act 1986 as a result of the sale or transfer not being subject to the rules of
the exchange or reported to the relevant Exchange in accordance with its rules,
     
   55




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provided that
  56




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provided however ,
      57




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Appointment of Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners
 Jurisdiction
 58




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##### 



Applicable Law
 Waiver of Immunity
 Entire Agreement.
 Counterparts
 Headings
 Time of the Essence
 Definitions
 Admission
 59




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##### 



Admission and Disclosure Standards
 Affiliate
 Agreement among Underwriters
 Business Day
 Buy-Back and Stabilisation Regulation
 CGML
 CGMUKE
 Citigroup
 Class 1 Resolution
 Closing Date
 Combined Code
 Commission
 Companies Act
 Connected Shareholder Person
 60




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CREST
 CRESTCo
 CREST Member
 Deutsche Bank
 Director
 Directors Questionnaire
 Disclosure Rules
 Document Request List
 Exchange Act
 Executive Director
 Firm Shares
 FSA
 FSMA
 Group
 IHG
 61




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Indemnifying Party
 Investment Company Act
 Joint Venture Deed of Accession
 Listing Rules
 London Stock Exchange
 Loss or Losses
   Material Adverse Effect
 New IPO Agreement
 Non-executive Director
 Offer
 Offer Documents
 62




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Offer Price
 Offering Memoranda
 Over-allotment Conditions
 (i)
    
    Admission having occurred and not having been terminated or suspended;(ii)
    
    the conditions set out in Section 6 having been satisfied (or waived by the Stabilisation
Manager in its absolute and sole discretion);(iii)
    
    the documents referred to in Sections 5 and 6 of this Agreement having been delivered in
accordance with those Sections;(iv)
    
    each of the Company, the Directors, the Selling Shareholders (including the Over-allotment
Shareholders) having complied with all other agreements and obligations and satisfied all
other conditions on its or his part under this Agreement to be performed or satisfied on or
prior to the Over-allotment Closing Date (save for any breaches which have been remedied or
waived to the reasonable satisfaction of the Stabilising Manager (following agreement with
Deutsche Bank) prior to the Over allotment Closing Date); and(v)
    
    prior to the Over-allotment Closing Date, the provisions of sub-sections 3(b) and (d)(i)
having been complied with.
 Over-allotment Contract
 Pernod Ricard
 PepsiCo Letter
 Prospectus Rules
 Purchase Memorandum
 Registrar
 63




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Regulations
 Regulation D
 Regulation S
 Restructuring Agreements
 Restructuring Arrangements
 Sale Shares
 Scheme
 Securities Act
 Seven-Up Letter
 Share Exchange Agreement
 Stabilisation Manager
 Stocklending Agreement
 Supplementary Prospectus Supplementary Prospectuses
 tax authority
 Taxes
 64




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Termination Deed
 Whitbread
 Working Capital Report
 Interpretation
           65




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66




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SCHEDULE I
 SELLING SHAREHOLDERS
 Column 1
    
    Column 2
    
    Column 3
    
    
    Column 4
    
    Column 5
    
    Column 6AgreedConnected
    
    Proposed
    
    
    Over-allotmentShareholder
    
    number of
    
    
    Share
    
    Address of Selling
    
    FaxSelling Shareholders
    
    Person
    
    Firm Shares
    
    
    Proportion (%)
    
    Shareholders
    
    numberInterContinental Hotels Group PLC*
    
    Six Continents Investment Limited
    

    76,516,256
    
    
    50
    
    67 Alma WayWindsorBerkshire SL4 3HD
    
    0175 - 3410101Whitbread Group PLC*
    
    Whitbread Group PLC
    

    38,258,115
    
    
    25
    
    Whitbread House
    
    01582 -396697Park StreetWest Luton LU1 3BGPernod Ricard S.A.*
    
    Allied DomecqOverseas (Canada)Limited
    

    38,258,115
    
    
    25
    
    12 Places des Etats Unis75783 ParisCedex 16, France
    
    00 331 - 41 00 42 42
 
 (*)
    
    Over-allotment Shareholder. 67




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SCHEDULE II
 UNDERWRITERS
 Underwriter
    
    Address, telephone and facsimile numberCitigroup Global Markets U.K. Equity Limited
    
    Citigroup CentreCanada SquareCanary WharfLondon E14 5LBFor the attention of Equity Syndicate DeskTelephone:           020-7986-0740Facsimile:              020-7986-1103Deutsche Bank AG London
    
    Winchester House1 Great Winchester StreetLondon EC2N 2DBFor the attention of Equity Capital MarketsTelephone:           020 7545 6304Facsimile:              020 7545 6301Lehman Brothers International (Europe)
    
    25 Bank StreetCanary WharfLondon E14 5LGFor the attention of Head of European Capital
MarketsTelephone:           020 7102 7684Facsimile:              020 7067 8283Merrill Lynch International
    
    Merrill Lynch Financial Centre2 King Edward StreetLondon EC1A 1HQFor the attention of Equity Capital MarketsTelephone:           020 7628 1000Facsimile:              020 7995 2516
 68




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SCHEDULE III
 Part A
 Executive Directors
    
    Limit on LiabilityPaul Moody
    
    £
    750,000John Gibney
    
    £
    500,000
 Part B
 Non-Executive Directors
    
    Limit on LiabilityJoanne Averiss
    
    £
    10,000Chris Bulmer
    
    £
    35,000Gerald Corbett
    
    £
    180,000Bob Ivell
    
    £
    35,000Michael Shallow
    
    £
    35,000
 69




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SCHEDULE IV
 PURCHASE MEMORANDUM
 
 
 inter alia Agreement
    Table 1
 Underwriting Commitments
 Column (1)
    
    Column (2)Number of Firm Shares underwritten pursuantUnderwriter
    
    to the AgreementCitigroup Global Markets U.K. Equity Limited
    
    [     ]Deutsche Bank AG London
    
    [     ]Lehman Brothers International (Europe)
    
    [     ]Merrill Lynch International
    
    [     ]Total
    
    [     ]
 70




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Table 2
 Selling Shareholders
 Column (1)
    
    Column (2)Number of Firm Shares to be sold pursuant toSelling Shareholders
    
    this AgreementInterContinental Hotels Group PLCWhitbread Group PLCPernod Ricard S.A.Total
 Table 3
 Over-allotment Shareholders
 Column (1)
    
    Column (2)
    
    Column (3)Maximum Number of Over-
    
    Agreed Over-allotment ShareOver-allotment Shareholders
    
    allotment Shares
    
    Proportion (%)InterContinental Hotels Group PLCWhitbread Group PLCPernod Ricard S.A.Total
  In witness whereof 
  71




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SCHEDULE V
 UNDERWRITER INFORMATION
 Underwriters names:Citigroup Global Markets U.K. Equity LimitedDeutsche Bank AG LondonLehman Brothers International (Europe)Merrill Lynch InternationalUnderwriters addresses:Citigroup Global Markets U.K. Equity LimitedCitigroup CentreCanada SquareCanary WharfLondon E14 5LBDeutsche Bank AG LondonWinchester House1 Great Winchester StreetLondon EC2N 2DBLehman Brothers International (Europe)25 Bank StreetCanary WharfLondon E14 5LEMerrill Lynch International2 King Edward StreetLondon EC1A 1HQ
 72




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73




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| |                   |                   |                  | 
| | ----------------- | ----------------- | ---------------- | 
| | Very truly yours, |                  
| | Britvic PLC       |                  
| | By:               | /s/  John Gibney  |                 
| |                   | Name: John Gibney |                 
| |                   | Title:            | Finance Director | 
|

| |  |  |  | 
| |  |  |  | 





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InterContinental Hotels Group PLCBy:
    /s/  Richard SolomonsName:
    Richard SolomonsTitle:
    Chief Financial Officer Whitebread Group PLCBy:

/s/  Christopher RogersName:
    Christopher RogersTitle:
    Finance Director Pernod Richard S.A.By:

/s/  R. BurrowsName:
    R. BurrowsTitle:
    Director General




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Signed and delivered as a Deed by/s/  Paul MoodyPaul Moodyin the presence of:/s/  Mark AustinName: Mark Austin
Address: 65 Fleet Street, London
Occupation: Solicitor Signed and delivered as a Deed by/s/  John GibneyJohn Gibneyin the presents of:/s/  Mark AustinName: Mark Austin
Address: 65 Fleet Street, London
Occupation: Solicitor




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Signed and delivered as a Deed byJoanne Averisin the presence of:/s/ Mark Austin      /s/ Joanne AverisName:  Mark Austin
Address:  65 Fleet Street, London
Occupation:  Solicitor Signed and delivered as a Deed byChris Bulmer through his attorney Paul Moody
in the presence of:/s/ Mark Austin
      /s/ Paul MoodyName:  Mark AustinAddress:  65 Fleet Street, London
Occupation:  SolicitorSigned and delivered as a Deed byGerald Corbetthrough his attorney Paul Moody
in the presence of:/s/ Mark Austin      /s/ Paul MoodyName:  Mark AustinAddress:  65 Fleet Street, London
Occupation:  Solicitor




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##### 



Signed and delivered as a Deed byBob Ivell through his attorney Paul Moody
in the presence of:/s/ Mark Austin      /s/ Paul MoodyName:
    Mark AustinAddress: 65 Fleet Street, LondonOccupation: SolicitorSigned and delivered as a Deed byMichael Shallowin the presence of:/s/ Mark Austin      /s/ Michael ShallowName:
    Mark AustinAddress: 65 Fleet Street, LondonOccupation: Solicitor




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By:
    /s/ David WormsleyName:
    David WormsleyTitle:
    Managing DirectorDeutsche Bank AG LondonBy:
    /s/ Charles Wilkinson
    
    /s/ Jeremy QuinName:
    Charles Wilkinson
    
    Jeremy QuinTitle:
    Managing Director
    
    Managing Director






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By:
    /s/ Stephen PullName:
    Stephen PullTitle:
    Managing DirectorMerrill Lynch InternationalBy:Name:Title:








vii



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##### 



By:Name:Title:Merrill Lynch InternationalBy:
    /s/ Simon MacKenzie-SmithName:
    Simon MacKenzie-SmithTitle:
    Managing Director, Head of UK Investment Banking








vii



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##### 



EXHIBIT A
 Documents to be delivered to Citigroup and Deutsche Bank
 Part A: Delivery on or prior to the date of the Agreement
 Documents from the Company and Directors:
     inter alia




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##### 



22.
    
    Two copies of the letter dated 3 November 2005 from Britannia Soft Drinks
Limited to the Chairman at the trustees of the Scheme, and two copies of the Chairmans
reply dated 5 November 2005 setting out, inter alia, the agreed details of the
additional contribution amounts to be paid into the Scheme.
  Documents from the Reporting Accountants:




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##### 



Other Documents:




---



##### 



Part B: Delivery on the date of the Pricing Supplement
 Documents from the Company, Directors and Selling Shareholders:




---



##### 



Documents from the Accountants:
   Other Documents:




---



##### 



Part C: Delivery of documents on the First Closing Date prior to Admission
 Documents from the Company, Selling Shareholders:
    Documents from the Reporting Accountants:
   Other Documents:




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##### 



Part D: Delivery of documents on an Over-allotment Closing Date
 Documents from the Company, Selling Shareholder:
    Document from the Reporting Accountant:
   Other Documents:




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##### 



ANNEX I
 FORM OF CERTIFICATE
 BRITVIC PLC
 [To be typed on the Companys Letterhead]
  
 
 
 
 
  Agreed form certificate in relation to a global offer of ordinary shares in Britvic Plc (the
Company)
 inter alios
 and any Supplementary Prospectus




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ANNEX II
 FORM OF CERTIFICATE
 BRITVIC PLC
 [To be typed on the Companys Letterhead]
  
 
 
 
 
  Agreed form certificate in relation to a global offer of ordinary shares in Britvic Plc (the
Company)
 inter alios
 and any Supplementary Prospectus




---



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ANNEX III
 FORM OF CERTIFICATE
 [to be typed on the relevant Selling Shareholders letterhead]
  
 
 
 
 
  Agreed form certificate in relation to a global offer of ordinary shares in Britvic Plc (the
Company)
 inter alios
 insert name of relevant Selling Shareholder and any Supplementary
Prospectus
 insert name of relevant Selling
Shareholder




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name  designation  insert name of relevant Selling Shareholder