Holding these for shareholder discount and the belief that someone will come along with a plan on what to do with them .....

Now could be the right time to get in for a ride northwards with little downside risk


ains


Thread started at 95p mid - currently at a high of 129p - up 35.79%








Investec Securities took the stock off its "sell" list citing among other factors the potential for "corporate action".


Banks call in Ernst & Young to check out Thistle Hotels
By Lauren Mills and Damian Reece (Filed: 02/02/2003)


Thistle Hotels' bankers, led by the Royal Bank of Scotland, have hired Ernst & Young to carry out a review of the business which could lead to sweeping management changes and disposals at the hotels group.

Although Thistle has around 320m in the bank, the banks are thought to be alarmed at the group's precarious trading position. They are also said to be questioning the ability of the management to steer the company through a period of uncertainty in the market.

In January, Thistle revealed a 10.5 per cent drop in average room rates in London last year. It also refused to give details of how it planned to spend the cash raised through the disposal of 31 regional hotels to Orb Estates last March for 600m. As part of the deal, Thistle retained management contracts to run the hotels.

The group also admitted it would be difficult to forecast turnover for 2003 because it remained "cautious as to when there will be a recovery in general hotel trading conditions".

Ernst & Young is expected to report back to the banks on the company's overall financial strength within the next two weeks. E&Y is likely to focus on current trading, as well as prospects for improving performance in a relentlessly difficult market.

The accountancy firm will also advise the banks on a range of strategic options including further disposals.

Thistle's shares rallied 9p to 98p at the end of last week after Investec Securities cited "corporate activity" as a reason for taking the stock off its "sell" list.

Ian Burke, the chief executive, is under mounting pressure to clarify whether he plans to return the cash to shareholders or spend it on acquisitions.

His indecision is causing friction among Thistle's leading institutional shareholders who hold differing views about what should be done with the cash.

The two biggest shareholders, each of which has a seat on the board, are BIL International, which owns 45.8 per cent, and the Government of Singapore which has a 13.1 per cent stake.

Other large investors include Havelock Investments and Tweedy Brown Company.

A spokesman for the company insisted it knew nothing of E&Y's review. He also confirmed that Burke would update the City with a strategic plan for the group when it announces its year-end results in early March.

Hmmmmmmmmmm .......


THISTLE HOTELS PLC ("THISTLE")

Thistle notes the press speculation on 2 February 2003 that its bankers led by
the Royal Bank of Scotland have appointed Ernst & Young to carry out a review of
Thistle's business. Thistle confirms that neither the Royal Bank of Scotland nor
Ernst & Young has had any discussions with Thistle in this connection. The Royal
Bank of Scotland has confirmed that it has not instigated any such business
review. Thistle currently has no outstanding loans or debts with any Bank
including the Royal Bank of Scotland.

Thistle released a trading update on 16 January 2003 and, as planned, will
announce preliminary results for the financial year ended 29 December 2002 on 3
March 2003.

02/03 07:27
Thistle Denies Hiring Ernst & Young to Conduct Business Review
By Mark Deen


Paris, Feb. 3 (Bloomberg) -- Thistle Hotels Plc, the hotel operator with 22 properties in the U.K., denied press speculation it hired directly or indirectly hired Ernst & Young to carry out a review of its business.

Neither the Royal Bank of Scotland, Thistle's banker, nor Ernst & Young has had any discussions with Thistle, the company said in a statement on the Regulatory News Service. The hotelier also said it currently has no outstanding loans or debts.

Shares of Thistle fell 9.7 percent last week as Schroder Salomon Smith Barney cut its forecast for the hotel company's 2003 pretax earnings by a third.

up just over 4% on nearly a million shares traded


ains

February 04, 2003

By Nic Hopkins

Thistle blossoms on predatory interest



THISTLE HOTELS, the biggest hotel operator in London, shrugged off its recent tribulations and returned to the spotlight yesterday amid reports that a predator might be running a sliderule over the company.
The shares were set running by a Sunday newspaper report that suggested the companys bankers, Royal Bank of Scotland, had appointed Ernst & Young to conduct a business review amid fears over its trading position.

Although Thistle issued a statement that strongly rejected the report, analysts suggested that it could be a case of crossed wires and that a firm of consultants, not necessarily Ernst & Young, might be reviewing Thistle for a third party, rather than on behalf of the company itself.

One mooted suggestion was that the putative predator could be Bank of Scotland, which already has a strong presence in the sector through the likes of Macdonald Hotels, unchanged at 209p, and the privately owned Rocco Forte Hotels.

Thistle shares, trading at about 150p as recently as July, rose 4p to 102p.

Broker Forecasts
Fiscal year end: 2002-12-31
Sales per share: 42.00p (42.00p)
EPS: 5.30p (5.31p)
EPS Growth: -29.24% (-29.09%)
Dividend: 5.14p (5.15p)

Fiscal year end: 2003-12-31
Sales per share: 39.00p (39.00p)
EPS: 5.80p (5.90p)
EPS Growth: 7.41% (12.06%)
Dividend: 5.30p (5.33p)

Fiscal year end: 2004-12-31
Sales per share: 43.00p (43.00p)
EPS: 6.61p (6.80p)
EPS Growth: 15.88% (16.14%)
Dividend: 5.37p (5.48p)


Broker Recommendations
Strong Buy: 0 (0)
Buy: 6 (5)
Neutral: 3 (1)
Sell: 2 (1)
Strong Sell: 0 (1)
Total: 11 (8)

Note: numbers in brackets denote last week's figure

Doesn't happen too often but a retraction from the Telegraph



Thistle Hotels correction
(Filed: 09/02/2003)


On February 2 we reported that Ernst & Young was carrying out a review of Thistle Hotels Plc's business at the request of Thistle's bankers, led by the Royal Bank of Scotland.

Thistle has asked us to point out that neither Ernst & Young nor any other firm has been retained by Thistle's bankers to carry out any such review.

Royal Bank of Scotland is not a lending bank to Thistle and Thistle has no outstanding loans or debts with any bank. We apologise to Thistle.

Times business travel section worth a read with regard to central London hotel rates etc



ains

M+A talk in sector is helping this morning ......

heavier than average volume and mostly buys inc mm helping to push them up the 250 risers board - now 2nd at plus 5%


ains

moving up very fast now and heading the risers @ plus 6.5%


ains

way out in front now at plus 9% ..... could see some short closing soon as they get margin calls


ains

L2 is weird ..... one mm way below the others and in backwardisation



ains

Righted it self now and we are 10p up or 10% on 276k traded :-))

Worth reminding myself that I own a few IZodia shares and would like ORB to find the missing money

ains :-((


Top Stories UK
02/20 00:00
Orb Estates Plans to Sell Thistle Hotels, Morgan Stanley Says
By Linda Sandler and Cecile Gutscher the London newsroom


London, Feb. 20 (Bloomberg) -- Orb Estates Plc, which borrowed money from Morgan Stanley to buy 32 Thistle hotels including the Thistle Kensington Palace in London, has defaulted on two loans and wants to sell its hotels, Morgan Stanley said.

``Orb recently decided to exit the hotel business and is currently in discussions with a number of potential purchasers,'' the second-largest securities firm told Orb bondholders this week, according to a letter dated Feb. 17 obtained by Bloomberg News.

Moody's Investors Service and Standard & Poor's said they may cut some of the ratings on a 531 million-pound ($848 million) Orb hotel bond. Morgan Stanley underwrote the bonds last year after lending Orb money to buy the hotels from Thistle Hotels Plc, a hotel operator. Orb used the bond issue to repay Morgan Stanley.

Gerald Smith, a spokesman for Orb, declined to comment.

``Morgan Stanley can confirm a letter went out to bondholders this week concerning a number of matters related to the Orb group,'' said Alexander Northcott, a Morgan Stanley spokesman.

Last year the bonds, issued by Orb affiliate HOTELoC, received the highest possible rating of AAA at both rating companies, the same grade as the U.K. government, because they were backed by Thistle hotel revenues. Many companies come to the asset-backed market because it's easier to borrow when promising lenders revenues as collateral.

Orb defaulted on two loans to Morgan Stanley and one of its affiliates, according to the bank's letter. If the hotels aren't sold ``in a timely manner,'' Morgan Stanley may appoint a receiver to protect its loans, the letter said.

Shortfall

``Moody's has learned that there may be a shortfall of as much as 11 million pounds in the funding of one or more accounts of the borrower,'' the company said in a statement.

The sale of hotels might also be bad news for bondholders, because Orb had planned to convert three hotels near Hyde Park into high-priced condominiums, according to Moody's. A new owner might not follow those plans, the rating company said.

``With a change in ownership, we need to figure out what's going to happen,'' said Moody's analyst Charles Gamm. The hotels slated for conversion were Lancaster Gate Thistle, Kensington Palace Thistle, and Kensington Park Thistle, he said.

In its letter, Morgan Stanley told investors it hired an outside auditor, Ernst & Young LLP, to review cash flows set aside for bondholders.

The letter mentioned ``adverse publicity'' about an investigation by the U.K.'s Serious Fraud Office into Orb affiliates, and lawsuits brought against members of the Orb Group.

The SFO is investigating allegations by a member of the Orb Group that funds were misappropriated, said Jina Roe, an SFO spokeswoman, in a telephone interview. The SFO and police searched addresses in London and Jersey, she said.

Morgan Stanley in its letter said a sale of the hotels ``should not adversely impact'' the bonds.

Caterer


Orb plans to sell Thistle hotels
20 Feb 2003 18:28

Related Articles


Orb drops Thistle takeover bid

Orb told to put up or shut up

Thistle and Orb in legal fight over hotels payment

Thistle plays down takeover talks

Thistle strikes 600m sale-and-leaseback deal


Jersey-based investment company Orb Estates has decided to sell the 37 hotels it bought from Thistle for 600m less than a year ago.

Under the deal struck last March, Orb bought the properties and then entered into 30-year management deal with Thistle to run them.

But a spokesman for Orb said today that the company had decided to exit the hotel business. "There are a number of interested parties looking at buying the hotels and they are in discussions," he said.

The spokesman was unable to comment on reports that Orb had defaulted on two loans from investment bank Morgan Stanley, prompting its decision to sell the hotels. No-one from Morgan Stanley was available to comment.

Thistle Hotels declined to comment at this stage but is not thought to be too worried about Orb's decision. A clause in the original deal means Thistle has the right of veto over who the hotels are sold to.

The Board of BIL notes the recent movement in the share price of Thistle Hotels
plc ("Thistle"). The Board of BIL confirms that it met on Wednesday 19 February
2003 to consider making an offer for the issued and to be issued share capital
of Thistle which it does not already own, at a modest premium to the then share
price of 98.5 pence*. However, there can be no assurance that any offer will be
forthcoming. A further statement will be made in due course.

off the highs now ..... cannot see too many peeps prepared to accept this kind of price level - bearing in mind the cash they are holding


ains

wide spread now - mostly retail trades - vol now average @ 348k - up 7.5% intraday and well off the highs.


ains


Thistle Hotels may get takeover bid
21/02/2003 12:43


LONDON (Reuters) - Singapore-based investment firm BIL International has said it is considering making an offer for the 54 percent of Thistle Hotels it does not already own.

BIL said it was considering making an offer at a modest premium to Thistles closing share price of 98.5 pence on Wednesday February 18.

At 1225 GMT shares in Thistle , which has been long-considered a takeover target, were six percent higher at 106 pence.


2003 Reuters

Thistle's top investor mulls takeover
21 February 2003, This Is Money

HE major shareholder in Thistle Hotels, Kiwi entrepreneur Sir Ron Brierley, is considering buying out minority investors. Brierley's Singapore-based investment vehicle BIL International said any bid would be at a 'modest premium' to Thistle's closing price of 98 1/2p a share on 18 February.

The shares were ahead 7 1/2p at 107 1/2p, valuing the chain - long considered a takeover target - at 518m. They traded at 151p early last year, and floated at 170p in 1996. BIL currently owns 46% of the stock.



2003 Associated Newspapers

21 Feb 2003 13:19 GMT

UPDATE 1-Thistle Hotels jumps as BIL grasps nettle

(Adds detail, background, updates shares)
LONDON, Feb 21 (Reuters) - Shares in Britain's Thistle Hotels Plc rallied on Friday after Singapore investment firm BIL International BRY.SI said it might make an offer for the 54 percent of London's largest hotelier it does not already own.

BIL, controlled by Malaysian tycoon Quek Leng Chan, said it was considering paying a "modest premium" to Thistle's closing share price of 98.5 pence on Wednesday February 18.

"However, there can be no assurances that any offer will be forthcoming," it said in a statement.

At 1250 GMT shares in Thistle, which has 22 of its 56 hotels in London, were 7.5 percent higher at 107-1/2 pence, valuing the operator of The Royal Horseguards and Thistle Tower hotels at around 518 million pounds ($825 million).

Thistle, which was floated by BIL at 170p per share in 1996, has long been considered a takeover target, with management coming under criticism for poor performance and reluctance to return cash to investors after raising 598.6 million pounds last April from a deal to sell, but retain management of, 37 hotels.

In January, Jersey-based investment group Orb Estates decided against a bid for Thistle after saying last November it was considering an offer at a modest share price premium.

Hotels across the world are suffering from the global economic downturn and a drop in tourism amid fears of war.

This has sparked much broader speculation about mergers and acquisitions.

On Wednesday, pubs and restaurants entrepreneur Hugh Osmond said he was considering an all-share bid for Six Continents Plc SXC.L , the world's biggest international hotel group with chains such as InterContinental, Crowne Plaza and Holiday Inn.

Thistle declined to comment on the statement from BIL.

2:06pm (UK)
Thistle Hotels Shares Rise on Bid Hopes

By Ben Griffiths, City Staff, PA News


The investment firm founded by entrepreneur Sir Ronald Brierley, chairman of Guinness Peat Group, today confirmed it was considering making an offer for the remaining stake in Thistle Hotels it does not already own.

Singapore-based BIL International said in a statement that its board had met on February 19 to consider making an offer at a modest premium to the hotel groups share price, then 98.5p.

BIL already owns 46% of Thistle, Londons biggest hotel operator with 24 of its 56 upmarket hotels in the capital including the famous Royal Horseguards and the Thistle Tower.

Shares in Thistle, which also operates hotels in major cities including Edinburgh, Newcastle and Birmingham, have risen in recent days as City traders looked to cash in on the bid rumours.

As news of the bid was confirmed today, the shares rose another 7.5p or 7% to 107.5p.

But in its the statement, which was issued in response to recent share price movements, BIL said it could offer no assurance that any offer would be forthcoming.

BIL, formerly known as Brierley Investments Limited, was established in New Zealand in 1961 by 65-year-old Sir Ronald. After retiring from the board on the 40th anniversary of the firms founding in March 2001, Sir Ronald became founder president, an appointment for life.

Along with its sector rivals, Thistle has struggled with a slower-than-expected recovery in the global economy which has hampered its efforts to win back customers after September 11.

In January Thistle said its results for 2002 would meet market expectations but added it was difficult to forecast the likely outcome for 2003.

Since the fall in tourists visiting the UK after the terrorist attacks, Thistle has been focused on keeping tight control of costs and on cash generation.

Thistle has previously been linked to bid offers, most recently at the end of last year when investment group Orb Estates expressed an interest in the group.

The offer evaporated in January when Orb said it had decided against pursuing a bid which it had considered at just over the then-share price.
s

Re post 19 and to show that your not just talking to yourself even if you are the only poster :O)

21/02/2003 13:36:06
(Correcting to clarify that Sir Ron Brierley is no longer associated with BIL International Ltd) LONDON (AFX) - BIL International Ltd said it is considering a bid for the shares it does not already own in Thistle Hotels PLC.

Any bid would be at a "modest premium" to Thistle Hotel's closing market price of 98.5 pence a share on Feb 18, BIL said.

BIL currently owns 46 pct of Thistle

:-))


Thistle never attracts much retail interest but money is money

volumes are surprisingly low - would expect any other interested parties to emerge in next few days - currently up 7.5% on the day


ains

I've held my thistle shares from the beginning and watched the advisers make loads of money on all the various schemes and changes since the initial issue. I've never used any of the shareholders benefits, as I've never really had the need/opportunity to do so. I'm making a pretty big loss, not sure how much - cause I've been ignoring them - just bank the divi & other payments they from time to time remember to send us stupid shareholders who got in ...............

They have not been a good buy and hold share although there have been various capital repayments and fairly high divs .... I do use the shareholder perks.

From memory they floated around 160p

I trade them from time to time although I have also held a modest number all the way through. would be interesting to see if you have made ome sort of gain if you take the repayments into account.

Poor management (caused by the biggest shareholder imho) overall is to blame although 11/09 and Foot and Mouth did not help in recent times.


ains

Thistle Hotels PLC
21 February 2003

21st February 2003



Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.



Thistle Hotels plc ("Thistle")



Response to share price movement and BIL International Limited announcement



Thistle notes the movement in its share price today and the announcement by BIL
International Limited ("BIL"), which owns approximately 46% of the shares of
Thistle, that the Board of BIL had met to consider making an offer for the
issued and to be issued share capital of Thistle that BIL does not already own.



The Board has not received any formal approach from BIL regarding a possible
offer.



A further announcement will be made in due course and in the meantime
shareholders are advised to take no action.

Could be of interest ..... THO may buy the hotels back at heavy discount ...





Orb poised to strike deal with Izodia over 33m
By Simon Goodley (Filed: 22/02/2003) Telegraph


Izodia and Orb Estates, the two companies at the centre of a Serious Fraud Office investigation into 33m of missing cash, are understood to be on the verge of agreeing a settlement.

The deal, which is thought to have been provisionally agreed by both parties, has been struck just as Orb was to be ordered by a Jersey court to reveal the whereabouts of the missing funds, which disappeared from Izodia's account last year. A hearing had been provisionally scheduled for yesterday.

Orb is thought to have agreed to repay the missing cash, plus costs and interest, although timescales are not clear. Sources speculated last night that the deal could lead Orb into a sale of the 37 hotels it bought from Thistle Hotels for 600m last March.

Despite the deal, the SFO's investigation - which is separate from the Jersey hearing - continues. Its officers raided Orb's premises in December after receiving "an allegation of unlawful appropriation of funds" belonging to Izodia.

Orb is the largest shareholder in Izodia, a former software company which has been reduced to a cash shell. Izodia's only two directors during the period being investigated were Jarlath Vahey and Peter Catto, both of whom have ties to Orb.

Orb denies any wrongdoing.

Izodia admitted last month that most of its remaining 33m cash pile is no longer under its control. The exact whereabouts of the funds is still unknown, although the majority of the money - thought to be around 27m - was transferred to associate companies of Orb.

Both companies declined to comment last night.

Any sale of the hotels acquired by Orb from Thistle would add to the activity in a sector which is already at the centre of consolidation and merger speculation.

Coincidentally Singapore investment group BIL International yesterday said it might make an offer for the 54pc of Thistle Hotels it does not already own.

BIL, controlled by Malaysian tycoon Quek Leng Chan, said it was considering paying a modest premium to Thistle's closing share price of 98.5p on Wednesday.

Thistle shares closed up 7.5 at 107.5p.

Brierley group considers offer for Thistle Hotels
By Susie Mesure INDY
22 February 2003


Thistle hotels yesterday joined the list of British hoteliers being stalked by would-be predators after BIL International, its majority shareholder, admitted it was considering making an offer.

BIL, a Singapore-based investment group, said its board was considering launching a bid "at a modest premium" to Thistle's share price as of Thursday's close of 100p. It is thought that BIL, whose president is the New Zealand entrepreneur Sir Ron Brierley, was forced by the Takeover Panel to issue a statement in response to a sharp rise in Thistle's share price. Thistle's stock climbed 7.5 per cent to 107.5p, valuing the group at just under 520m.

In response, Thistle said it had "not received any formal approach from BIL regarding a possible offer". Ian Burke, its chief executive, has come under fire for dithering about what to do with 600m he raised in April by selling 37 of its hotels but while retaining the management rights.

BIL, which floated Thistle in 1996 at 170p a share, said there could be "no assurance that any offer will be forthcoming". It has a 46 per cent stake in Thistle.

This is the second time in four months that Thistle has been the subject of takeover speculation. Last month, Orb Estates, a Jersey-based investment group that bought the 37 Thistle sites in March, decided against a bid for the London hotelier.

Peter Joseph, an analyst at KBC Peel Hunt, said: "The group has got itself in a pickle over its balance sheet but I can't understand why it's worth less than 150p to 175p per share."

MAIL


Thistle's top investor mulls takeover
James Rossiter, Evening Standard 21 February 2003

ECRETIVE Far Eastern investors are set to pay 260m to take over Thistle Hotels group, owner of hotels such as the Tower Thistle. BIL International, a Singapore-based investment company run by financier Arun Amarsi, has confirmed it is considering an offer at a 'modest premium' to the 98 1/2p at which Thistle shares closed on 18 February. It already holds 46% of the stock.



BIL has a significant Malaysian financial backer, Quek Leng Chan, who owns a 22% stake in BIL through his Camerlin investment company.


Thistle shares raced up 8% to 108p ahead of BIL's confirmation. An offer of around 110p would value Thistle at 530m. BIL, whose president is New Zealand entrepreneur Sir Ron Brierley, floated Thistle for 170p in 1996.

Guardian

Singaporeans mull Thistle bid

Advisers deny putting hotelier in play on back of Osmond campaign

Richard Wray
Saturday February 22, 2003
The Guardian

Thistle Hotels found itself thrust into the limelight yesterday as the Singaporean finance firm that controls almost half the hotel group said it is considering a full bid.
BIL International, which is better known in the City under its old name of Brierley Investments, said that its board met on Wednesday to consider making an offer at "a modest premium" to Thistle's current share price.

Shares in the hotel group gained 7.5p yesterday to end the day at 107.5p, valuing the company at 518m. BIL owns 46% of Thistle which it brought to the London market in 1996 at 170p a share.

The Singaporean investment firm, controlled by Malaysian billionaire Quek Leng Chan, is believed to have become increasingly disillusioned with Thistle's poor share price performance and the failure of the company's management team, led by chief executive Ian Burke, to return cash to shareholders.

Shares in Thistle, which reports annual results on March 3, are currently trading well below the 200p-plus estimates that analysts have placed on its net asset value.

BIL has so far only made a very tentative informal approach to the Thistle board and admitted yesterday that it might not make a bid.

But the company's advisers last night denied that they were merely putting the company 'in play' after noting the interest in rival hotel group Six Continents, owner of the Holiday Inn brand.

Thistle has been the subject of abortive approaches in the recent past. Both Millennium & Copthorne and Orb Estates have been involved in potential deals with the Leeds-based company.

Jersey-based Orb Estates bought 31 regional and six London hotels from Thistle for 600m in March 2002. Orb then opened up communications with BIL through Mr Chan, its chairman and controlling shareholder who is also a non-executive director of Thistle.

Orb finally pulled out of talks with Thistle last month amid rumours that it had been unable to secure financial backing for a deal.

Separately Orb's offices were raided just before Christmas by the serious fraud office following allegations that funds had been stolen from a shell company called Izodia in which Orb holds a major stake.

The Singaporean government's investment arm is also a major shareholder in Thistle, with about 19% of the company.

It has a representative - Lau Wing Tat - on the board as a non-executive but is not, however, understood to be involved in the BIL approach.

As well as Mr Chan, BIL's managing director Arun Amarsi is also a non-executive director of Thistle.

Scotsman

Thistle Hotels shares soar 7.5% on rumours of investment giant's bid

IAIN DEY


SHARES in Thistle Hotels surged 7.5 per cent yesterday after Singapore investment firm BIL International revealed it could make a bid.

BIL, controlled by Malaysian tycoon Quek Leng Chan, said it was considering a swoop for the 54 per cent stake in Thistle it does not already won.

Any bid would be at a "modest premium" to Thistles closing share price of 98.5p on 18 February.

"However, there can be no assurances that any offer will be forthcoming," it said in a statement.

Shares in the group, which has 56 hotels across the UK including operations in Edinburgh, Glasgow, Inverness and five sites in Aberdeen, closed 7.5p up at 107.5p on the back of the news - valuing the group at about 518 million.

Thistle confirmed it had met with BIL, but insisted that no formal offer has been tabled to date.

It added: "A further announcement will be made in due course and, in the meantime, shareholders are advised to take no action."

Thistle, which was floated by BIL at 170p per share in 1996, has long been considered a takeover target.

The management has come under fire for poor performance and reluctance to return cash to investors after raising 598.6 million last April from a deal to sell, but retain management of, 37 hotels.

In January, Jersey-based investment group Orb Estates decided against a bid for Thistle after saying last November it was considering an offer at a modest share price premium.

Along with its sector rivals, Thistle has struggled with a slower-than-expected recovery in the global economy, which has hampered its efforts to win back customers after 11 September.

In January, Thistle said its results for 2002 would meet market expectations but added it was difficult to forecast the likely outcome for 2003.

Thistle is Londons largest hotel operator with 22 sites, which has left it heavily exposed to the post-11 September tourist downturn.

The sectors woes have sparked much broader speculation about mergers and acquisitions.

Times

February 22, 2003

Thistle may face takeover bid by main investor
By Dominic Walsh



THISTLE Hotels, Londons biggest hotelier, was back in the takeover spotlight yesterday after its biggest shareholder said it was considering bidding for the rest of the company.
BIL, the Singaporean investment company that owns 46 per cent of Thistle, confirmed that its board had met on Thursday to consider making an offer for the rest of the shares at a modest premium to the then share price of 98p.

Thistle, which said that it had yet to receive a formal approach, is expected to reject any such offer, pointing to its net asset value of about 220p a share and the 360 million of cash on its balance sheet after last years sale and leaseback of 37 hotels.

Any attempt by BIL to buy the rest of the shares could hinge on the Singaporean Government, which owns a 13.1 per cent stake and is thought likely to align itself with BIL. However, the independent directors of Thistle will be keen to make sure that other investors are not disadvantaged.

BILs move is seen as a sign of frustration at its inability to find a credible buyer for Thistle.

In 1998 the shares soared to 250p after an abortive bid by Guy Hands, then of Nomura International. At the end of last year, Orb Estates, the discredited property firm, said it was considering a bid but withdrew under pressure from the Takeover Panel.

The involvement of BIL, formerly Brierley Investments, dates back to 1991 when it triggered an ultimately successful bid for the company by lifting its stake above 29.9 per cent. Five years later it floated the business on the London Stock Exchange at 170p, retaining a 46 per cent stake.

One analyst said: This is clearly an attempt to buy Thistle on the cheap after BILs failure to unlock a way of selling out at a decent price. It is clear that Ian Burke (Thistles chief executive) knew absolutely nothing about this.

Thistles London properties include the Royal Horse-guards, the Thistle Tower and Cannizaro House in Wimbledon. It sold 37 of its 55 hotels, most of them in the regions, to Orb Estates in a 600 million sale and leaseback in March and is under pressure to return the cash to shareholders.

The sharp rise in the shares yesterday morning that prompted the Takeover Panel to force BIL to make a statement is expected to come under the scrutiny of the Financial Services Authority, the City regulator. Having touched 110p, the share price closed up 7p at 107p.

wow ainsoph - you have been busy!

Well so have I. I managed to did up all my paperwork since acquiring the shares and ignoring inflation overall I'm currently 28% down on my orginal investment.

So much for the long term!

Hi ..... just been looking up the history - My charts go back 5 years and shown that the FTSE250 has fallen around 25% since this time 5 years ago but if you take the peak in september 2000 the index has fallen maybe 45% ....

If you look over the last year the shares have easily outperformed the sector over the year - the month and the week. I appreciate this doesn't get you your money back but maybe that is about to happen ...... very soon



ains

Closed on a high for the day and the month @ 108/112p on heavyish t/o with a late 500K spt now showing



ains

With the Americans staying away and people not booking as they are uncertain about what's happing about Iraq - I wonder if the rise is going to be shortlived.

Possibly worth a punt if drops back down, and will reduce my % losses to a level which will not take as long to recover?

News at this time is not good from the tourist front but they have been offering special deals foe UK based 'tourists' and we are talking M+A based on assets worth more than double current price.


ains

Up to 11m of ringfenced funds have gone missing from the Thistle hotels acquired by Jersey-based investment group Orb........

.....Thistle Hotels is also pursuing Orb for an alleged 15m it is owed by the investment group after the hotels transaction. Separately Orb has defaulted on two loans, thought to total 10m, from Morgan Stanley. Orb did not return phone calls last night.

Full story;

http://www.telegraph.co.uk/money/main.jhtml?xml=%2Fmoney%2F2003%2F02%2F26%2Fcnorb26.xml

Yes .... I posted it on the IZO thread .... ORB clearly have problems but trust this can only effect THO in a good way - they have clauses in the sale agreement re reselling



ains

fyi - sky news

Pubs and hotels group Six Continents says it remains sure a demerger will be the best deal for its shareholders.

Its views were aired after a meeting with potential bidder Hugh Osmond on Tuesday night.


Mr Osmond was not prepared to put a bid proposal on the table, the firm said.

All he had suggested was the offer would include shares in his firm Capital Management and Investment and might include cash - "possibly of a significant amount".

CSFB's Ian Marcus Comments on European Hotel Industry (Update1)
By Linda Sander

London, Feb. 26 (Bloomberg) -- Ian Marcus, Credit Suisse First Boston's head of European real-estate investment banking, comments on hotel operators spinning off assets and the possible takeovers of companies such as Six Continents Plc and Thistle Hotels Plc.

Six Continents, which plans to spin off its InterContinental and Holiday Inn hotels and bar businesses, is fighting a takeover bid by U.K. entrepreneur Hugh Osmond.

Osmond plans to pursue the purchase, a spokesman said today. Osmond, through Capital Management & Investments Plc, wants to buy Six Continents before the company spins off its hotels.

Singapore-based BIL International Ltd., which owns 46 percent of Thistle and its 20 hotels, said last week it may offer to buy the rest of the company.

On the revival of interest in hotel takeovers:

``Sept. 11 created a huge downturn in hospitality values. The readjustment in values is bringing out the buyers.

``Singapore's Raffles Holdings Ltd. is active in acquiring. Some of the opportunity funds like Blackstone Group LP, which owns the Savoy Group of hotels, have already committed funds to the sector. A number of other financial investors are thought to be examining the sector. They have funds to invest. They have to think about how to put their money to work.

``The main problem for the private equity funds is how they exit from their hotel holdings. The business is very cyclical. They may have missed the opportunity to exit at a favorable stage of the cycle this time round and may have to wait until the next upturn before they maximize value for their investors.''

On moves by European hotel operators to raise money by selling their hotels:

``In the U.S., hotels are considered as real estate and if you're an operator you don't need to own the real estate.

``In Europe, operators have historically been emotionally attached to their real estate, and institutional investors haven't recognized that hotels are a distinct real-estate asset class that could be acquired.

``Now that's changing. Operators are starting to use their hotels to raise capital. Thistle has sold hotels. Hilton Hotels Plc has done sales and leasebacks of hotels.

``We could see more of these deals. Companies should consider selling assets if they think it will lead to enhanced value for shareholders.''

On whether more hotel companies in Europe will attract acquirers:

``A number of hotel companies are strongly asset-backed. They have a parcel of real estate from which shareholders aren't getting the full value, and the value of the assets could be greater than the market cap of the company. This brings the sector to the attention of potential acquirers and creates an opportunity to release more value for shareholders.''

Stakeholder in Thistle Hotels bid talks
James Rossiter, Evening Standard 28 February 2003

THISTLE Hotels has been locked in takeover talks this week with its largest investor. Any deal would be likely to value Thistle at about 500m.



Sources close to the negotiations said the two sides were talking, led by Thistle chief executive Ian Burke and Arun Amarsi, the secretive Chinese-Malay group managing director of BIL International, a Singapore-listed investment company that already owns 45.8% of Thistle.



Last week BIL issued a statement merely confirming that its own board had met 'to consider making an offer' for the remainder of Thistle 'at a modest premium' to the 98 1/2p at which Thistle shares were trading on 19 February.



Thistle has not yet confirmed whether any discussions between the two sides are actually taking place but news on progress is expected when Thistle reports full-year results on Monday.



Thistle shares are currently trading at around 111p, up from a year's low last month of 89p but considerably lower than their high last March of 151p. BIL floated the

Hmmmmmmmm ...... it's a weird market ...... currently the cap is only 540 million and they currently have 340 million cash in the bank (70.5p per share)

Cannot see a bid of 110/125p succeeding


ains




March 02, 2003

600m offer for Thistle set to divide board
John Waples S Times



NON-EXECUTIVE directors at Thistle Hotels have been seeking legal advice ahead of a 600m offer from the groups majority investor Brierley Investment.
An offer could be made as early as tomorrow when Thistle reports results. But non-executive directors Baroness OCathain, Charles Mackay and Arthur Hayes are said to be concerned that the offer will undervalue the company.

Brierley, which owns 46% of the company, is ultimately owned by the Malaysian tycoon Quek Leng Chan who is also a board director. Brierleys hand has also been strengthened because it has the support of the government of Singapore, which has 13% of the company.

One analyst said the bid would become a test case for corporate governance. He added: The big question is whether David Newbigging, the groups chairman, will be railroaded into accepting an offer that clearly undervalues the company.

Brierley is being advised by HSBC and has indicated to the Thistle board that it will pitch an offer between 110p and 125p. This compares with analyst valuations that indicate the group could be worth between 180p and 220p. On Friday the shares closed at 112p. Thistle, which runs 55 hotels, is sitting on a 340m cash pile, and it is understood Brierley has made it difficult for Thistles chief executive, Ian Burke, to spend this capital or return it to shareholders.

The cash was raised through selling a portfolio of 36 provincial hotels to Orb Estates, a private property company. The hotels were then securitised for 600m. But this deal has run into problems and Orb is now being investigated by the Serious Fraud Office.

Morgan Stanley, the investment bank which arranged the securitisation, is now trying to find a new buyer to take over the portfolio and is in detailed talks with Leo Noe, a private property entrepreneur.

There is also tension between Burke and Arun Amarsi, an accountant put on to the board by Quek. Last month Amarsi put forward a plan called Project Oak, which proposed dencentralising the head office and cutting out excessive costs.

It is also understood Burke had proposed to replace Merrill Lynch with Cazenove but this idea was rejected by Quek. In its results tomorrow, Thistle will admit that because of Orbs financial position it can no longer treat a 45m loan as a credit in its accounts and instead the loan will be accounted for as a debt.

Analysts say a number of rival offers have been made to the company at prices above 160p per share but they have been rejected by Brierley.

They say Brierley is trying to buy Thistle on the cheap and will effectively gain control of a portfolio of 16 London hotels for only 140m.

Savoy Group, owner of the Savoy, Claridges and the Connaught, has put the for sale sign over The Lygon Arms, its up-market Worcestershire hotel.

The company has appointed Deutsche Bank and Jones Laing LaSalle to find a buyer for the 69-room property.

However, the sources denied industry rumours that the Savoy itself was being put up for sale.

PRELIMINARY ANNOUNCEMENT OF AUDITED RESULTS

FOR THE 52 WEEKS ENDED 29 DECEMBER 2002


HIGHLIGHTS

* Disposal of 37 hotel businesses for #598.6 including #45 million of
deferred consideration - at approximately book value.

* Second half turnover in owned or leased hotels ahead 1.9% against
second half 2001.

* Free cash flow #22.9 million comparable with prior year.

* Final dividend maintained at 3.4p per share.

* Cost reduction initiatives continuing in response to market
conditions.

* Cash balances at year end #367 million.





Commenting on the results, Chief Executive Officer, Ian Burke said:



"Revenue for the first eight weeks of the current year in our 18 owned or leased
hotels is 1% ahead of the comparable period in 2002. Our policy has been, and
will continue to be, to contain costs and to generate and conserve cash in what
we anticipate will be an uncertain economic climate in the months ahead."



David Newbigging, Chairman, said "Following discussion with the two largest
shareholders, who between them control approximately 66% of the Company, the
Board decided to retain the surplus cash in the Company for the time being.
However, depending on the outcome of the announcement made by BIL International
Limited on 21 February 2003 regarding a possible offer for Thistle, this policy
will be reviewed to seek to ensure that full value for this cash is obtained by
all shareholders."

03/03 07:13
Thistle Hotels Full-Year Profit Falls 42% on Slump in Travel
By Paul Jarvis


London, March 3 (Bloomberg) -- Thistle Hotels Plc, the U.K. hotels operator whose biggest investor is considering buying the rest of the London-based company, said full-year profit declined 42 percent following a slump in international business travel.

Net income for the year ended Dec. 29 fell to 21.8 million pounds ($34.3 million), or 4.5p a share, from 37.4 million pounds, or 7.7p, a year earlier, Thistle said in a Regulatory News Service statement. The annual dividend is unchanged at 5.1p a share.

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deterred corporate and long-haul travel. The company is 46 percent-owned by Singapore-based BIL International Ltd., which said last month it may make an offer for the rest of the shares.

``There has been no perceptible improvement in economic conditions worldwide during the early months of 2003,'' Thistle said in the statement. Revenue in Thistle's 18 owned or leased hotels rose 1 percent in the first eight weeks of the new year.

Heavy early morning volume and up 2.33%



Thistle on hold as it awaits Brierley
Jim Armitage, Evening Standard 3 March 2003

HISTLE Hotels was today stuck on full bid alert as it waited for a 600m offer from major shareholder Brierley Investment. Insiders had expected an offer could come as early as today, timed to correspond with Thistle's annual results statement, which revealed a sharp fall in profits and turnover.



Brierley, which owns 46% of the company, and the government of Singapore, owner of 13%, have stopped chief executive Ian Burke from returning its 367m cashpile to shareholders. The bidder is thought to be keen to keep hold of the cash as part of its deal, which is expected by some on the board to undervalue the shares if it comes in at the 110p level widely mooted. Burke today said he remained unable to offer any share buybacks or other ways of returning the cash to shareholders until the Brierley situation was resolved.


Pre-tax profits in the year to 29 December were 27.9m against 49.1m a year earlier on sales of 190m against 305.3m last time. The steep decline reflected the loss of income from 37 London and regional hotels sold last year to privately owned Orb Estates - a deal now the subject of litigation between the two sides. The downturn in tourism due to global terrorism and the threat of war in Iraq also had a heavy impact. The final dividend* is pegged at last year's level of 3.4p.




2003 Associated Newspapers Ltd.

LONDON (AFX) - Thistle Hotels PLC said there has been no perceptible improvement in economic conditions worldwide during the early months of 2003, as it announced a fall in profit before tax and exceptionals, reflecting the challenging trading environment and the loss of profits from the disposal of 37 hotel businesses during the year.
Pretax profit before exceptionals dropped back to 30.9 mln stg, from 45.5 mln stg and adjusted EPS, excluding the exceptional profit on sale of fixed assets and loss on disposal of businesses, was 5.2 pence, compared with 7.0 pence last year.

Analysts had been expecting the hotelier to report profits before tax and exceptionals of 27.5-34.9 mln stg.

Its final dividend has been maintained at 3.4 pence per share.

Thistle said it is continuing its cost reduction initiatives in response to the poor market conditions, having disposed of 37 hotel businesses for 598.6 mln stg during the year.

Second half turnover in owned or leased hotels was up 1.9 pct compared with the same period of the previous year.

"Revenue for the first eight weeks of the current year in our 18 owned or leased hotels is 1 pct ahead of the comparable period in 2002. Our policy has been, and will continue to be, to contain costs and to generate and conserve cash in what we anticipate will be an uncertain economic climate in the months ahead," chief executive Ian Burke said.

Thistle added that it has decided to retain its surplus cash for the time being and its net cash position on Dec 29 was 107.7 mln stg. But depending on the outcome of BIL's possible offer for the group, this policy will be reviewed to ensure full value for this cash is obtained by all shareholders.

etain.lavelle@afxnews.com

seems to me that some peeps are trying to talk this one down - ahead of a bid ....



03 Mar 2003 09:56 GMT

UPDATE 1-Thistle stabilises, but prospects bleak

(Adds CEO, analyst comments, detail, background, shares)
By Mark Potter

LONDON, March 3 (Reuters) - Thistle Hotels Plc, whose biggest shareholder is considering making a bid for the firm, said on Monday trading had stabilised but prospects remained bleak as fears of war and economic downturn deterred travellers.

London's largest hotelier said revenues at its 18 owned or leased hotels rose one percent in the first eight weeks of 2003 but were still well down on normal trading conditions.

Hotels across the world are suffering from a drop in tourism and business travel, sparking a flurry of speculation about potential mergers and acquisitions.

Analysts said there was some relief the news from Thistle was not worse following profit warnings from rivals Jarvis Hotels JVH.L and Macdonald Hotels MDH.L last week.

"But it's the prospect of a bid that's really supporting the shares," said Mark Reed, an industry analyst at stockbrokers Teather & Greenwood.

At 0930 GMT, Thistle shares were 3.6 percent higher at 116 pence, valuing the owner of The Royal Horseguards and Thistle Tower hotels at about 558 million pounds ($879 million).

Singapore investment firm BIL International BRY.SI said on February 21 it might make an offer of a little over 98.5 pence for the 54 percent of Thistle it does not already own.

Thistle Chief Executive Ian Burke declined to comment on the offer approach on Monday.


BID BATTLE?

The hotel chain also posted a declined in profit before tax and exceptional items to 30.9 million pounds in 2002 from 45.5 million in 2001, after it sold 37 hotels, although retaining management control of them, in a deal with Jersey-based investor Orb Estates last April.

Analyst forecasts had ranged between 27.5 million and 35.8 million.

Thistle also declared a full-year dividend of 5.1 pence, unchanged from 2001.

Speculation over mergers and acquisitions have rekindled interest in a sector that has been feeling the brunt of global security concerns and fears of a war in the Middle East.

Leisure entrepreneur Hugh Osmond on Monday launched a hostile 5.5 billion pound bid for Six Continents SXC.L , the owner of InterContinental, Holiday Inn and Crowne Plaza hotels.

Thistle has long been considered a takeover target, with management coming under pressure for poor performance and its reluctance to return cash to investors after raising 598.6 million pounds from the deal with Orb Estates.

Thistle, which used some of the money to pay down debts, said that after consulting with its two biggest shareholders -- BIL and the government of Singapore -- it had decided to retain the 367 million pounds of cash on its books for the time being.

CEO Burke said Thistle was coping with tough trading conditions by focusing on the more resilient short-breaks market and cutting costs and that it had outperformed its rivals in London since the middle of 2002.

Analysts said other hotel groups were unlikely to want to buy a London-based hotelier in the current environment but that property funds could be interested in Thistle because its shares are trading well below the value of its assets.

Teather & Greenwood's Reed said the firm's assets were worth at least 170 pence per share.

He trimmed his 2003 profit forecast to around 38.5 million pounds from 39.6 million but kept his "buy" investment rating on Thistle shares.

Thistle is stung by profit fall


THISTLE Hotels, owner of 56 hotels including one in Edinburgh, today reported a 22.4 per cent decline in full-year profits and said trading conditions remained difficult as it unveiled a one per cent rise in revenues for the first eight weeks of 2003.

For the 12 months to December 29, the group posted a pre-tax profit of 30.9 million, down from 45.5m for the previous year. Analysts had forecast profits of between 27.5m and 35.8m.

Thistle has suffered more than cheaper rivals as sluggish economic growth has deterred business travel. The company is 46 per cent owned by Singapore-based BIL International, which last month said it might make an offer for the rest of the shares.

Chief executive Ian Burke said: "Our policy has been, and will continue to be, to contain costs and to generate and conserve cash in what we anticipate will be an uncertain economic climate in the months ahead."

I must agree with you "that some peeps are trying to talk this one down". There has been so much bad press - quite a bit of it untrue, its does make me ask questions. Perhaps they are trying to make shareholders like myself (are there many of us left?) want to off load.

The "independant directors of Thistle" (all directors other than the ones who are also BIL directors) sent me a letter dated 25 Feb confirming that they had not received any formal approach and advising me not to take any action.

So what do you make of that?

I think that is the idea ....... to generate an impression that without their bid we will have a fall back to the lows with little short/medium term hope of seeing either a bid from elsewhere or a recovery. They clearly don't want to give the cash back as it will highlight the low bid value against assets.


I intend to stay with them at this time and expect the non exec directors to look after our interests. There are two other big investors who held around 13% between them at the beginning of the month.

We are up another 5% plus on heavy volume (4 times average) - we started the thread at 95p and now up to 118p mid giving plus 24% - some may well take profits.


ains

some cautious broker comment in the wake of the firm's wary comments on current trading, which accompanied in-line full year profits, traders said.

Earlier, Thistle said pretax profit before exceptionals dropped back to 30.9m, from 45.5m and adjusted EPS, excluding the exceptional profit on sale of fixed assets and loss on disposal of businesses, was 5.2 pence, compared with 7.0 pence last year. But it also warned there has been no perceptible improvement in economic conditions worldwide during the early months of 2003.

WestLB Panmure reiterated its 'underperform' rating and 115 pence target, saying that while its preliminary figures came in ahead of forecast, it sees further downside pressure on the shares in 2003. It added that the results lagged behind the consensus numbers due to a deferred 1.7m of interest income related to the disposal proceeds of the regional hotels. After a tough 2002 in which Thistle's RevPAR in London dropped 8.2 pct, the broker believes RevPAR in London is unlikely to advance significantly in 2003. Consequently, WestLB said it is unlikely to raise its forecasts for 2003. It expects no short-term upturn in the London market, and also attributes its cautious stance to the weak brand, difficulties with Orb Estates and limited further cost-cutting potential. Only consolidation news could lift the shares, and Singapore's BIL International Ltd's potential offer will only be at a "modest" premium to the price at the time of 98 pence.

Elsewhere, Credit Suisse First Boston also reiterated its 'underperform' rating saying the shares are still expensive relative to the sector. Though figures were broadly in-line with forecasts, the company's cost of debt remains a drag. And finally Cheuvreux also stuck with its 'underperform' rating, based on fundamentals alone, though it added that if the restructuring is successful, there is scope for a more positive rereading of the firm's position. The broker said pretax before exceptionals and goodwill was well below its own forecast, even though it had downgraded numbers four times in 2001.

March 04, 2003

Thistle defends 600m property deal
By Dominic Walsh TIMES



THISTLE HOTELS yesterday defended its signing last year of a 600 million sale-and-leaseback deal on 37 of its sites with Orb, a Jersey property firm, despite doubts that it will receive 60 million still owed.
Orb, which is at the centre of a Serious Fraud Office investigation into Izodia, the software firm, is being sued by Thistle for refusing to pay 15 million of the sale price and is looking to sell the hotels after defaulting on some of the loans taken to fund the deal.

Thistle confirmed that Orb was countersuing for 54 million, which is the amount it claims the net asset value of the hotels it acquired was overstated by Thistle.

Also in doubt is 45 million of deferred proceeds received in the form of a loan note. Thistle yesterday reversed a 41.3 million one-off profit taken against the sale after delaying recognition of the payment until it receives the money.

Ian Burke, Thistles chief executive, said that he was confident the company would still receive the 60 million, but that, even if it was never paid, the funds received for the 37 hotels represented 92 per cent of their book value. The litigation is taking up a considerable amount of my personal time, but I still think it was a good deal for Thistle, he said.

Thistle would not comment on a bid approach from BIL, its 46 per cent shareholder.

For its year to December 29, Thistle reported a 32 per cent fall, to 30.9 million, in profits, before tax and exceptionals, on turnover 38 per cent lower at 190 million. The dividend stays at 5.1p, after a final 3.4p.The shares rose 6p to 118p.

looks to me like hot news is on it's way ..... up another 4.6% on modest volume but higher than normal

122/125p


ains

There we go ..... a bid it is ..... just

They have to be joking 115p in cash ....... hmmmmmmmmmm



ains

If the directors support the bid I will refer the matter ......




LONDON, March 4 (Reuters) - Singapore investment firm BIL International said on Tuesday it had a made an offer for the 54 percent of Thistle Hotels Plc THO.L it does not already own, valuing the firm at 554.7 million pounds ($878.4 million).
BIL said it was hopeful of gaining Thistle's support for its 115 pence per share cash bid.

Tuesday March 4, 8:13 AM
BIL To Announce Thistle Bid Soon - HSBC

Contact Us: Singapore (65) 6415-4153

0813 [Dow Jones] BIL (B16) likely to draw more buying interest (stock up 3.3% at 47.5 Singapore cents yesterday), after adviser HSBC confirms that investment company to make bid for UK-based Thistle Hotels fairly soon. London Sunday Times recently reported BIL mulling GBP600 million bid for rest of 46%-owned Thistle Hotel, which owns 55 hotels and sits on cash-hoard of about GBP 340 million. Going by reported offer price, BIL will be getting Thistle at good price, if bid succeeds, and this should be positive to its share price. First psychological resistance for BIL at 50 Singapore cents. (EYG)

Figures see Thistle ripe for takeover Mar 4 2003




By The Journal


Thistle hotels was at the centre of takeover speculation yesterday as it reported "no perceptible improvement" in trading after seeing profits fall in 2002.

Underlying pre-tax profits dropped 32pc to 30.9m in the year to December 29, a fall of 14.6m including one-off items mainly concerning the 598.6m sale of 37 hotels last April.

The possibility of a 600m takeover for Thistle from 46pc shareholder Brierley Investment has caused concern among analysts who believe this would under-value the company.

Media reports said the deal would value the company at up to 125p a share, when analysts consider Thistle worth 180p to 220p a share.

Brierley's position is said to be strengthened by support from the Singapore government, a 10pc stakeholder. Thistle, which runs 56 UK hotels, was not commenting on the speculation but said directors would be "watching the situation closely".

On trading, the company said there had been no recent improvement and it could not predict when an upturn might come.

Revenue per available room fell 6.8pc in the year to 56.81. The average room rate was down by 10pc to 74.56 as fewer business travellers and more lower-spending leisure customers used Thistle hotels.

Thistle runs 38 hotels under management contracts where revpar fell 3.8pc year-on-year to 39.15. Revpar outside London was comparable with 2001, with a good performance from the Thistle Middlesbrough.

Final dividend was 3.4p, making 5.1p for the year.

Tuesday March 4, 2:45 PM
Thistle Hotels Profit Falls,Mum About BIL Buy
(This story was originally published Monday)

By Nina Stechler Hayes



Of DOW JONES NEWSWIRES

LONDON (Dow Jones)--Hotel operator Thistle Hotels (U.MTC) reported a 32% fall in full-year pretax profit Monday and didn't clarify if its biggest stake holder will buy the entire company.

Thistle is 46% owned by Singapore-listed BIL International (D.BIL), which recently said it is considering making an offer for the remainder of the company. As London's largest hotel owner, Thistle owns valuable properties but its growth opportunities are limited. It also continues to sit on a GBP350 million cash pile.

"Clearly management are expecting something to happen because they have delayed returning cash to shareholders," said Teather & Greenwood analyst Mark Reed, adding he expects a bid from BIL in the medium term.

BIL said on Feb. 21 it might make an offer at "modest premium" to Thistle's share price, which at the time was 98.5 pence. Analysts believe a bid could be the best option for Thistle. Reed said a realistic offer would be around 170 pence per share.

"Discussions are taking place and a bid may be forthcoming fairly soon. We are talking days rather than weeks," Neil Goldie Scot, an investment banker with HSBC, which is advising BIL, told Dow Jones Newswires.

In a statement Thistle said it is "watching the situation closely."

At 1605 GMT Thistle shares were up 5.8% or 6.5 pence at 118.5, buoyed by the bid potential and slightly better-than-expected start to the year.

Thistle reported pretax profit for the 52 weeks to Dec. 29 at GBP30.9 million from GBP45.5 million a year ago. The fall was further evidence that U.S travelers continue to stay away from the U.K.

But the results were in line with analysts forecasts of between GBP27 million to GBP35 million. Before exceptional items relating to the sale of 37 hotels to the Orb Group in April, pretax profit fell to GBP27.9 million from GBP49.1 million.

Along with the rest of the travel sector, Thistle has seen a big fall in business during the last two years. The company's London hotels have been the worst-hit as business travelers scale back travel plans and U.S. tourists stay at home.

As a result, sales for the year fell to GBP190 million from GBP305.3 million while revenue per available room or RevPAR - a key industry benchmark figure - across its portfolio fell 5.6%. RevPAR at Thistle's 18 owned or leased hotels fell 6.8% while RevPAR at its 38 managed hotels was down 3.8%.

But the company said although trading remains difficult, revenue for the first eight weeks of the year in its owned or leased hotel is 1% ahead of the same period last year.

Thistle Chief Executive Ian Burke told Dow Jones Newswires this increase has been driven by occupancy, with more visitors from the Continent.

"We do see that market as being robust, which reflects a confidence in short-haul travel," he said, adding that infrastructure improvement and the weakening pound against the euro helped.

Company web site: http://www.thistlehotels.com

By Nina Stechler Hayes, Dow Jones Newswires; +44-(0)- 20-7842-9275; nina.hayes@dowjones.com

(Abdul Hadhi in Singapore contributed to this report.)

dropped a little from the pre bid intraday high but no real selling and volumes a little above average at 600K - shares still up on the day

ains


04 Mar 2003 11:38 GMT

UPDATE 1-BIL makes 555 mln stg bid for Thistle

(Adds detail, background, shares)
LONDON, March 4 (Reuters) - Singapore investment firm BIL International made a cash bid on Tuesday for the 54 percent of Thistle Hotels THO.L it does not already own, valuing London's biggest hotelier at 554.7 million pounds ($878.4 million).

BIL, which is controlled by Malaysian tycoon Quek Leng Chan, said Thistle directors had not recommended its 115-pence per share bid, but that it was hopeful of winning the firm over.

A spokesman for Thistle, which owns The Royal Horseguards and Thistle Tower hotels, declined to comment.

BIL, which floated Thistle in 1996 at 170 pence per share, said its offer was a 15 percent premium to the closing price of Thistle shares on February 20, the day before BIL said it was considering making an offer.

"BIL now believes that the further development of the company would be best achieved in the private arena, away from the cyclicality of the public equity markets, which, given the current uncertain global economic and political climate, BIL believes are unlikely to benefit existing Thistle shareholders," the Singapore firm said in a statement.

At 1125 GMT, Thistle shares were 1.7 percent higher at 120p.

Hotels across the world are struggling with faltering consumer spending in the global economic downturn and a drop in international travel amid fears of war.

But Thistle has suffered more than most, as 16 of its 18 owned or leased hotels are in London, and so heavily reliant on international and business markets.

Thistle has long been considered a takeover target, with management coming under criticism for poor performance and reluctance to return cash to investors after raising 598.6 million pounds last April from a deal with Jersey-based investor Orb Estates to sell, but retain management of, 37 hotels.

In January, Orb Estates decided against a bid for Thistle after saying last November it was considering an offer at a modest share price premium.

Thistle's market capitalisation is currently trading well below the value of the firm's assets, which analysts estimate as worth at least 170p per share.

03/04 11:24
BIL, Thistle Hotels' Biggest Investor, Bids for Rest (Update1)
By Gabrielle Monaghan


London, March 4 (Bloomberg) -- BIL International Ltd., the biggest investor in Thistle Hotels Plc, offered to buy the rest of the U.K. hotels operator in a bid that values the company at 554.7 million pounds ($875 million).

Singapore-based BIL, which owns 46 percent of Thistle, offered 115 pence a share in cash, it said in a Regulatory News Service statement. That's 4.2 percent less than yesterday's closing share price.

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deters corporate and long-haul travel. The company, which runs 24 central-London hotels, including The Royal Horseguards, yesterday posted a 42 percent decline in full-year profit.

The offer gives shareholders ``an opportunity to realize in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the U.K. and global hospitality markets in general,'' BIL Chief Executive Officer Arun Amarsi said in the statement.

Thistle shares rose 2 pence, or 1.7 percent, to 120p in London at 11:13 a.m., bringing this year's gain to 9.5 percent.

BIL offers 115p a share for Thistle
4 March 2003, This Is Money

SINGAPORE investment firm BIL International has offered 115p a share to buy out minorities in Thistle Hotels, valuing the company at nearly 555m. The deal represents a 15% premium to Thistle's closing share price of 100p, the last trading day before 46%-shareholder BIL said it was considering an offer. The shares climbed 2p to 120p.




'Our offer represents an attractive price for Thistle shareholders and provides them with the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the UK and global hospitality markets in general,' said BIL chief executive Arun Amarsi. On completion, BIL said it intends to carry out a strategic, financial and operational review of Thistle.


The offer will be financed by a loan underwritten by HSBC and United Overseas Bank Ltd, BIL said. The firm has secondary listings on the London and the New Zealand Stock Exchanges.







2003 Associated Newspapers Ltd.

03/04 11:44
BIL, Thistle Hotels' Biggest Investor, Bids for Rest (Update2)
By Gabrielle Monaghan


London, March 4 (Bloomberg) -- BIL International Ltd., the biggest investor in Thistle Hotels Plc, offered to buy the rest of the U.K. hotels operator in a bid that values the company at 554.7 million pounds ($875 million).

Singapore-based BIL, owner of 46 percent of Thistle, offered 115 pence a share in cash, it said in a Regulatory News Service statement. That's 4.2 percent less than yesterday's closing price. The stock rose to 120 pence.

``The offer looks disappointing,'' said Mark Abramson, an analyst at Bear Sterns. ``This offer doesn't come near what we estimate the underlying net asset value to be.''

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deters corporate and long-haul travel. The company, which runs 24 central-London hotels, including The Royal Horseguards, yesterday posted a 42 percent decline in full-year profit.

Shares of Leeds, northern England-based Thistle added 1.7 percent at 11:35 a.m., bringing this year's gain to 9.5 percent.

The offer gives shareholders ``an opportunity to realize in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the U.K. and global hospitality markets in general,'' BIL Chief Executive Officer Arun Amarsi said in the statement.

Thistle said yesterday it will decide whether to return cash to shareholders once the bid approach from BIL was concluded.

It's been urged by analysts to buy back shares after raising 600 million pounds last year through the sale of 27 hotels, including the Thistle Kensington Palace, to Orb Estates Plc. The hotelier was the subject of a takeover pursuit in November by Orb, a U.K. real-estate company.

Interesting - question is what will they do with the cash in the end?

board rejects offer which included the final div as an extra


ains

RNS Number:2613I
Schroder Investment Management Ltd
04 March 2003



FORM 8.1/8.3
Date of Disclosure: 04/03/03

DISCLOSURE UNDER RULES 8.1 (a), 8.1 (b)(i), AND 8.3 OF THE CITY CODE

ON TAKEOVERS AND MERGERS


Date of Dealing: 03/03/03
Dealing in: Thistle Hotels PLC
(1) Class of securities (e.g. ordinary shares): ORDINARY 25 13/20p SHARES
(2) Amount bought Amount sold Price per unit (p)

63,100 117.5
(3) Resultant total of the same class owned or controlled: 5,318,511

Percentage of class: 1.103%
(4) Party making disclosure: SCHRODER INVESTMENT MANAGEMENT LIMITED
(5) EITHER (a) Name of purchaser/vendor (Note 1) :

OR (b) If dealing for discretionary client(s), name of fund management organisation:

SCHRODER INVESTMENT MANAGEMENT LIMITED
6. Reason for disclosure (Note 2)


(a) associate of (i) offeror (Note 3) NO
(ii) offeree company NO

Specify which category or categories of associate (1-8 overleaf):

If category (8), explain:

(b) Rule 8.3 (i.e. disclosure because of ownership or control of 1% or more of the class of
relevant securities dealt in). YES

Mm's have started ticking blue




4 March 2003


THISTLE HOTELS PLC ("THISTLE")
REJECTION OF BIL INTERNATIONAL LIMITED'S ("BIL") OFFER



The Board of Thistle* has consulted with its advisers to consider today's
announcement of an unsolicited offer for Thistle by BIL at 115 pence per share.
It notes that BIL intends to retain the proposed final dividend of 3.4 pence per
Thistle share announced yesterday. The Board strongly believes that this offer
is opportunistic and totally fails to recognise the underlying value of Thistle.



The Board of Thistle, along with its advisers, continues to focus on the best
strategic options to deliver value for all shareholders.



The Board of Thistle will provide detailed advice to its shareholders in due
course.



In the meantime Thistle shareholders should take no action in relation to their
Thistle shares.

Ticked up with one or two buyers coming in ....




Thorny reception for Thistle bid
Jim Armitage, Evening Standard 4 March 2003

SINGAPORE-based Brierley Investments has launched its long-awaited 555m takeover bid for Thistle Hotels - but failed to win the support of the company's directors.



The vehicle run by billionaire Singapore investor Quek Leng Chan is offering 115p in cash for Thistle's shares and would take on the group's 367m cash pile as part of the deal.


Speculation about a bid has been swirling for several weeks although Brierley's advisers did not start detailed talks with Thistle's non-executive directors until early last week. 'We are disappointed that, to date, they have not recommended this offer,' said Arun Amarsi, Brierley's secretive managing director. Brierley already owns nearly 46% of the shares.

In a statement released just after midday, Thistle rejected the offer as opportunistic and said it failed to recognise the 'underlying value of the business'. Thistle also said Brierley intended to retain the proposed final dividend* of 3.4p a share the hotelier announced on Monday.



The offer represents a premium of 15% to Thistle's shares before Brierley said last month that it was considering a bid. The company launched its offer after a rise in the share price today caught the attention of the Takeover Panel. The price, up 2p at 120p, reflected investors' hopes of a better offer.


Brierley claims Thistle has underperformed even in a depressed market. The group's cash pile was raised by selling 37 hotels to Jersey investor Orb Estates, a deal now the subject of legal action between the two sides.


Brierley is being advised by HSBC, which is also financing the offer alongside Singapore's United Overseas Bank.



2003 Associated Newspapers Ltd

03/04 12:29
BIL, Thistle Hotels' Biggest Investor, Bids for Rest (Update3)
By Gabrielle Monaghan


London, March 4 (Bloomberg) -- BIL International Ltd., the biggest Thistle Hotels Plc shareholder, offered to buy the rest of the U.K. hotels operator in a bid that values the company at 554.7 million pounds ($875 million). Thistle rejected the bid.

Singapore-based BIL, owner of 46 percent of Thistle, offered 115 pence a share in cash, it said in a Regulatory News Service statement, or 4.2 percent less than yesterday's closing price. The stock rose to 120 pence.

``This looks like a cheeky bid,'' said Colin Morton, who helps manage 300 million pounds at BWD Rensburg Ltd. and sold his Thistle shares after they rose to 130p. ``It's not particularly generous since the net asset value is close to 2 pounds.''

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deters corporate and long-haul travel. The company, which runs 24 central-London hotels, including The Royal Horseguards, yesterday posted a 42 percent decline in full-year profit.

Shares of Leeds, northern England-based Thistle added 1.7 percent at 12:15 p.m., bringing this year's gain to 9.5 percent.

`Disappointing' Offer

The offer gives shareholders ``an opportunity to realize in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the U.K. and global hospitality markets in general,'' BIL Chief Executive Officer Arun Amarsi said in the statement.

``The offer looks disappointing,'' said Mark Abramson, an analyst at Bear Stearns who has a ``peer perform'' rating on the stock. ``This offer doesn't come near what we estimate the underlying net asset value to be.''

Thistle said yesterday it will decide whether to return cash to shareholders once the bid approach from BIL was concluded.

It's been urged by analysts to buy back shares after raising 600 million pounds last year through the sale of 27 hotels, including the Thistle Kensington Palace, to Orb Estates Plc. The hotelier was the subject of a takeover pursuit in November by Orb, a U.K. real-estate company.

BIL's offer is ``opportunistic and totally fails to recognize the underlying value of Thistle,'' the hotelier said in a Regulatory News Service statement.

12:31pm (UK)
Thistle Rejects Bid from Shareholder

By Ben Griffiths, City Staff, PA News


The Singapore-based investment firm circling Thistle Hotels today tabled a cash bid valuing the upmarket hotel chain at 555 million.

BIL International, which already owns 46% of Thistle, is bidding 115p per share for the remaining stake it does not already own.

Thistle immediately rejected the approach, calling it opportunistic and claiming the offer failed to recognise the underlying value of the company.

Thistle is Londons biggest hotel operator with 24 of its 56 hotels in the capital, including the famous Royal Horseguards and the Thistle Tower.

Shares in Thistle, which also operates hotels in major cities including Edinburgh, Newcastle and Birmingham, have risen in recent days as City traders looked to cash in on the bid rumours.

The shares gained 2p to 120p by lunchtime today.

Reporting annual results yesterday, Thistle warned there had been no perceptible improvement in trading after seeing profits fall in 2002.

BIL International said the offer price represented a premium of around 15% to the closing middle market price of 100p per share on February 20, the last business day before the announcement that it was contemplating a bid.

Chief executive Arun Amarsi said: We believe that our offer represents an attractive price for Thistle shareholders and provides them with the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle.

LONDON (SHARECAST) - A bid for Thistle Hotels by its biggest shareholder Brierley Investments as has been dismissed as opportunistic by the board of the hotel group.

BIL's bid, which has been widely expected since its approached the Thistle board just over a week ago, is worth 115p per share and values the company as a whole at 555m. It said if possible it wants the agreement of the Thistle board. Singapore-based BIL already owns 46% of Thistle.

Urging shareholders to take no action, Thistle's board said "It notes that BIL intends to retain the proposed final dividend of 3.4p per Thistle share announced yesterday. The Board strongly believes that this offer is opportunistic and totally fails to recognise the underlying value of Thistle."

Yesterday, Thistle posted a pre-tax profit for the year of 27.9m, compared to 49.1m the previous year. However, the group said that revenue for the first eight weeks of the year in its 18 owned or leased hotels is 1% ahead of the same period in 2002.

04 Mar 2003 13:54 GMT

Thistle Hotels spurns bid from biggest investor

By Mark Potter
LONDON (Reuters) - Thistle Hotels has spurned a 554.7 million pound bid from its biggest shareholder, claiming Singapore investment firm BIL International is trying to buy it on the cheap.

BIL BRY.SI , which is controlled by Malaysian tycoon Quek Leng Chan and owns 45.8 percent of Thistle, said its 115-pence-per-share cash bid was the best way for investors to exit a company battered by struggling hotel markets and facing more turmoil from the global economic downturn and fears of war.

Analysts and investors said BIL's bid was pitched well below the value of Thistle's assets, which include London's The Royal Horseguards and Thistle Tower hotels. But with such a large stake in Thistle, BIL was in a strong position to push a deal through and there were few signs of rival bidders, they added.

"I can't see many hotel groups looking to increase their exposure in London right now," said David Liston, a fund manager at Gerrard Ltd.

At 1325 GMT, shares in Thistle THO.L , which is London's biggest hotelier, were 2.1 percent higher at 120-1/2p.

Hotels groups across the world are struggling with faltering consumer spending and a drop in international travel, triggering a flurry of speculation about mergers and acquisitions.

Pubs and restaurants entrepreneur Hugh Osmond tabled a 5.6 billion pound bid on Monday for Britain's Six Continents Plc SXC.L , the world's biggest international hotel group.

But Thistle has suffered more than most, as 16 of its 18 owned or leased hotels are in London, which is particularly vulnerable to the drop in international and business travel.

The firm reported a 6.8 percent drop in turnover for 2002 on Monday and said its shares were trading well below its net asset value of 211p per share.

"BIL's bid is a big discount to NAV (net asset value)," said Gerrard's Liston. He said he thought an offer of around 140p per share would be more acceptable to shareholders.

CASH PILE

"The board strongly believes that this offer is opportunistic and totally fails to recognise the underlying value of Thistle," the British firm said in a statement.

But BIL, which floated Thistle at 170p in 1996, said the offer was the best way for shareholders to avoid a further downturn in the hotel sector.

"Our offer represents an attractive price for Thistle shareholders and provides them with the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing... hospitality markets," BIL Chief Executive Arun Amarsi said in a statement.

BIL's offer is a 15 percent premium to the closing price of Thistle shares on February 20, the day before the Singapore firm said it was considering a bid.

BIL, which was founded in 1961 as Brierley Investments Ltd in New Zealand, needs over 50 percent of Thistle's share capital to gain control of the company, over 75 percent to de-list it and over 90 percent to force minority holders to sell.

The Singapore government owns about 20 percent of Thistle.

Jersey-based investor Orb Estates scrapped plans to bid for Thistle in January, and analysts thought it was unlikely to renew its suit as it battles with its own financial challenges.

Orb was not immediately available to comment.

Thistle agreed last April to sell, but retain management control of, 37 hotels to Orb for 598.6 million pounds.

Thistle has been under pressure to return some of the cash from this deal to shareholders, and analysts said the firm might do this in order to persuade investors to reject BIL's bid.

This is more like it in terms of a defence ...... could have written it myself. I think they will have to pay the money out.


ains


THISTLE HOTELS PLC ('THISTLE')
REJECTION OF BIL INTERNATIONAL LIMITED'S ('BIL') OFFER

Further to the announcement earlier today by BIL of an unsolicited cash offer to
be made by BIL (UK) Limited for the whole of the issued and to be issued
ordinary share capital of Thistle which it does not already own and Thistle's
subsequent rejection of that proposal, the Board of Thistle*, having consulted
with its advisers, wishes to set out in more detail the basis for its unanimous
rejection of BIL's offer.

Prior to its announcement today, BIL had conveyed its offer to the Board of
Thistle* and the Board informed BIL that it would reject an offer at this level
as being wholly inadequate.

The Board of Thistle* considers that:


BIL's offer is opportunistically timed to coincide with a cyclical
downturn in the hotel industry, as well as taking advantage of the current
uncertain geo-political environment;

As announced in Thistle's Preliminary Results yesterday, the Board
believes that Thistle shareholders are well placed to participate in any
upturn in the hotel cycle through Thistle's owned and leased London hotels,
particularly in light of Thistle's operational leverage;

BIL's offer of 115 pence per Thistle share is wholly inadequate,
representing:

only a 4 per cent. premium to Thistle's three month average share price of
approximately 110.5 pence, based on the period up to 20 February 2003, being
the last business day prior to BIL's announcement regarding a possible offer
for Thistle; and

an 8 per cent. discount to Thistle's 12 month average share price of
approximately 125.6 pence, based on the period up to 20 February 2003, being
the last business day prior to BIL's announcement regarding a possible offer
for Thistle.

BIL's offer shows that it intends to retain the final dividend proposed by
Thistle's Board of 3.4 pence per share. This dividend is in respect of
profits earned in the last financial year and shareholders are therefore
being offered only an additional 111.6 pence per Thistle share;

The cash on Thistle's balance sheet as at 29 December 2002 of 367 million
equates to approximately 76 pence per Thistle share. BIL is offering,
therefore, only 39 pence per share for Thistle's hotel businesses:

excluding this cash on Thistle's balance sheet as at 29 December 2002, the
net asset value of Thistle is equivalent to 135 pence per share. 39 pence
per share is a 71 per cent. discount to this; and

the views of BIL were highly influential in the decision to retain this
cash within the Company. This policy will be reviewed by the Board of
Thistle* in light of the offer received today.

The Board of Thistle* will provide detailed guidance following the posting
of the offer document by BIL. In the meantime, Thistle shareholders are
strongly urged to take no action in relation to their holdings of Thistle
shares.

David Newbigging, Chairman of Thistle, said:

'This offer is opportunistic and at a wholly inadequate premium. It totally
fails to recognise the underlying value of Thistle and the Board of Thistle* has
no hesitation in rejecting it. We are reviewing the options to maximise value
for all of Thistle shareholders.'



Enquiries:
Thistle Hotels Plc Telephone: 020 7895 2304
Ian Burke, Chief Executive Officer

Merrill Lynch International Telephone: 020 7995 2000
Simon Mackenzie-Smith, Managing Director
Richard Nourse, Managing Director

Deutsche Bank Telephone: 020 7545 8000
Charles Wilkinson, Managing Director, Corporate Broking

Hogarth Partnership Limited Telephone: 020 7357 9477
Nick Denton
Chelsea Hayes

Sources and Bases:

Average share price information has been sourced from Datastream.

Net asset value calculations per share are based on net assets of 1,016.1
million and cash of 367 million as at 29 December 2002 sourced from Thistle's
Preliminary Results announcement dated 3 March 2003 and 482.4 million shares in
issue.

* The Board of Thistle for these purposes comprises all of the directors of
Thistle, other than Tan Sri Quek Leng Chan and Mr Arun Amarsi, who in view of
their positions as Chairman and CEO, respectively, of BIL have not participated
in the deliberations of the Thistle board in relation to BIL's offer.

Merrill Lynch International and Deutsche Bank AG are acting for Thistle Hotels
plc and for no-one else in connection with BIL's offer for Thistle Hotels plc
and will not be responsible to anyone other than Thistle Hotels plc for
providing the protections afforded to clients of Merrill Lynch International or
Deutsche Bank AG or for providing advice in relation to such offer.

END

04 Mar 2003 18:42 GMT

UPDATE 3-Thistle spurns bid from biggest investor

(Adds Thistle chairman quote and details in paragraphs 5-9)
By Mark Potter

LONDON, March 4 (Reuters) - Britain's Thistle Hotels spurned a 554.7 million pound ($876 million) bid from its biggest shareholder on Tuesday, claiming Singapore investment firm BIL International BRY.SI was trying to buy it on the cheap.

BIL, which is controlled by Malaysian tycoon Quek Leng Chan and owns 45.8 percent of Thistle, said its 115-pence-per-share cash bid was the best way for investors to exit a company battered by struggling hotel markets and facing more turmoil from the global economic downturn and fears of war.

Analysts and investors said BIL's bid was pitched well below the value of Thistle's assets, which include London's The Royal Horseguards and Thistle Tower hotels. But with such a large stake in Thistle, BIL was in a strong position to push a deal through and there were few signs of rival bidders, they added.

"I can't see many hotel groups looking to increase their exposure in London right now," said David Liston, a fund manager at Gerrard Ltd.

Shares in Thistle closed up 3.4 percent at 122 pence after London's biggest hotelier rejected the offer.

"This offer is opportunistic and at a wholly inadequate premium," Chairman David Newbigging said in a statement.

"It totally fails to recognise the underlying value of Thistle and the board of Thistle has no hesitation in rejecting it. We are reviewing the options to maximise value for all Thistle shareholders," the Thistle chairman added.

One option under consideration by Thistle's banking adviser Merrill Lynch will be the return of the group's cash pile of 367 million pounds to shareholders, which BIL has opposed in the run up to the bid, industry sources said.

BIL is being advised by HSBC.

Hotels groups across the world are struggling with faltering consumer spending and a drop in international travel, triggering a flurry of speculation about mergers and acquisitions.

Pubs and restaurants entrepreneur Hugh Osmond tabled a 5.6 billion pound bid on Monday for Britain's Six Continents Plc SXC.L , the world's biggest international hotel group.


SUFFERING MORE THAN MOST

But Thistle has suffered more than most, as 16 of its 18 owned or leased hotels are in London, which is particularly vulnerable to the drop in international and business travel.

The firm reported a 6.8 percent drop in turnover for 2002 on Monday and said its shares were trading well below its net asset value of 211p per share.

"BIL's bid is a big discount to NAV (net asset value)," said Gerrard's Liston. He said he thought an offer of around 140p per share would be more acceptable to shareholders.

BIL said the offer was the best way for shareholders to avoid a further downturn in the hotel sector although it floated Thistle at the higher price of 170p in 1996.

"Our offer represents an attractive price for Thistle shareholders and provides them with the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing... hospitality markets," BIL Chief Executive Arun Amarsi said in a statement.

BIL's offer is a 15 percent premium to the closing price of Thistle shares on February 20, the day before the Singapore firm said it was considering a bid.

BIL, which was founded in 1961 as Brierley Investments Ltd in New Zealand, needs over 50 percent of Thistle's share capital to gain control of the company, over 75 percent to de-list it and over 90 percent to force minority holders to sell.

The Singapore government owns about 20 percent of Thistle.

Jersey-based investor Orb Estates scrapped plans to bid for Thistle in January, and analysts thought it was unlikely to renew its suit as it battles with its own financial challenges.

Orb was not immediately available to comment.

Thistle agreed last April to sell, but retain management control of, 37 hotels to Orb for 598.6 million pounds, and Thistle has been under pressure to return some of the cash from this deal to shareholders.

After Six Continents, now Thistle Hotels gets a hostile takeover bid too
By Susie Mesure Indy tomorrow
05 March 2003


Thistle Hotels has rejected a 555m takeover bid from its biggest shareholder, the Singaporean investment company BIL International, as "opportunistic". Shares in Thistle rose 3 per cent to 122p on speculation that BIL's move would flush out other bidders.

BIL, which has a 46 per cent stake in Thistle, admitted it had failed to convince the board to back its 115p-per-share offer, but said it was still hopeful of winning over the directors. BIL intends to retain Thistle's 367m net cash pile as well as the final dividend of 3.4p per share.

David Newbigging, Thistle's chairman, said the offer was at a "wholly inadequate premium." He added: "It totally fails to recognise the underlying value of Thistle."

It emerged yesterday that BIL, which has two representatives on Thistle's board, had been responsible for the hotel group's failure to return its net cash to shareholders. "The views of BIL were highly influential in the decision to retain this cash within the company," Thistle said, adding that it was looking at ways to maximise shareholder value.

Arun Amarsi, BIL's chief executive, said Thistle, which was floated by BIL in 1996, had "not performed to expectations ... In good times it lagged other hotels. As a listed vehicle it is not working." To avoid a conflict of interest, Mr Amarsi and Tan Sri Quek Leng Chan, BIL's chairman, who both sit on Thistle's board, have not been involved in any discussions about the offer.

Analysts said the bid was at a huge discount to the group's net asset value of 211p per share. "It's not a serious offer. It's an insult to Thistle shareholders," Mark Abramson, at Bear Stearns, said.

William Claxton-Smith, at Insight Investments, which has a 4 per cent stake, said he would back Thistle. Another top 10 investor called the move, which came one day after Hugh Osmond launched a 5.6bn hostile bid for Six Continents, a wake up call for hotel groups. "It is about getting the bidding going. [This] is a redrawing of the map in the hotel sector."

Thistle, which is being advised by Merrill Lynch, denied that Mr Newbigging's position on the bank's board heralded a possible conflict of interest. "Merrill, which handled Thistle's float, was appointed after a full beauty parade," a source said.

I am sure they wil be a lot less interested when the cash mountain has gone - if you think about it - they only have to buy the 52% not owned and that will cost them less than the money in the bank. Almost daylight robbery as they want the divi as well. Personally - I will stay with it for now ......


ains


(AFX-Focus) 2003-03-04 22:54 GMT: ROUNDUP Thistle Hotels rejects 115 pence per share bid from BIL
LONDON (AFX) - Thistle Hotels PLC has rejected an offer by its largest shareholder, Singapore-based BIL International Ltd, for the remaining 54 pct stake in the business which it doesn't already own.
Thistle said it believes BIL's cash offer of 115 pence per share, which values the group at 555 mln stg, is opportunistic and fails to recognise the underlying value of the business.

It also highlighted BIL's intention to retain Thistle's proposed final dividend of 3.4 pence per share.

BIL, which already has a 45.8 pct stake in the group, expressed disappointment at the rejection in an interview with AFX News.

"We're hugely disappointed they've taken that line because it palpably isn't an opportunistic offer. We're paying a multiple of 22.1 times historic earnings and, in anyone's book, that's a very high offer," BIL chief executive Arun Amarsi told AFX News.

"We hoped they would take a different view but ultimately it's the shareholders who will decide and we think shareholders will take a different view," he added.

Amarsi believes the offer provides Thistle shareholders with "the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the UK and global hospitality markets in general".

Schroder Salomon Smith Barney said the offer represents "a reasonably attractive price for shareholders, given tough trading ahead and Thistle's subscale hotel portfolio".

The broker added that BIL's existing stake reduced the likelihood of a higher, alternative bid emerging.

Amarsi insisted that comparisons between the offer price and Thistle's net asset value per share of 222 pence were "inappropriate" when assessing the bid.

"There are a lot of differences between a property company and a hotel company. Property companies have leases with their tenants that last between 15-25 years. By contrast, a hotel company has no security of income. Secondly, a hotel company has much bigger overheads," Amarsi said.

At 2.52 pm, Thistle shares were trading at 121-1/2 pence, up 3-1/2, and ahead of BIL's offer price, suggesting investors believe a higher offer, either from BIL or another party is possible.

However, Amarsi described the chances of another bidder coming in as "extraordinarily unlikely".

"We start at 46 pct and, if there was another bidder around, they would have come and talked to us first.

"Secondly, Hugh Osmond was desperate to try to find a hotel operator to join his bid (for Six Continents PLC) but was unable to. Why should anyone look at Thistle's assets if they aren't prepared to look at Six Continents' assets?"

Thistle yesterday reported a 30 pct drop in 2002 pretax profit before exceptionals to 30.9 mln stg.

The group had 367 mln stg of gross cash at year-end 2002, equating to 76 pence per share.

Amarsi said, if the offer is successful, BIL will conduct a strategic review of the business. matt.scuffham@afxnews.com

mps/lam

March 05, 2003

Investor's hostile bid spurned by Thistle
By Mark Court TIMES



THISTLE HOTELS, Londons biggest hotels group, yesterday rejected a hostile cash bid for the company by its largest shareholder.
The four-star hotels group, which owns more than 55 properties in the UK, dismissed the offer as wholly inadequate.

BIL International, which owns 46 per cent of Thistle Hotels, is proposing to pay 115p a share for the stock it does not already own, valuing Thistle at almost 555 million.

Thistle shares, which have climbed from a 12-month low of 89p last month as the prospect of a bid from BIL emerged, rose a further 4p yesterday to close at 122p.

David Newbigging, Thistles chairman, said: This offer is opportunistic and at a wholly inadequate premium. It totally fails to recognise the underlying value of Thistle and the board of Thistle has no hesitation in rejecting it.

BILs offer came a day after Thistle, which has suffered from trading difficulties, reported a 32 per cent fall in full-year profits to 30.9 million before tax and exceptionals.

Analysts said that yesterdays rise in Thistle shares to above BILs offer indicated that BIL would have a tough task to convince shareholders that its offer price is adequate.

Peter Joseph, an analyst with KBC Peel Hunt, urged Thistle investors to resist the offer, saying: We believe fair value is at least 150p and probably closer to 175p because of the net asset value and longer-term prospects.

Thistle has a net asset value of about 211p a share, but its trading outlook is clouded by a possible war in Iraq and general economic weakness.

BIL defended its offer by saying that it represented a multiple of 22 times Thistles 2002 earnings.

Analysts said that a rival offer for Thistle was unlikely because of the size of BILs holding.

It is understood that BIL previously tried to sell its stake in Thistle, but was unable to find a trade buyer, indicating that a rival bid is unlikely.

BIL is determined to press ahead with its 115p offer, leaving investors to decide whether its bid is reasonable.

If successful, the bid would mark the second time that BIL, which was formerly the investment vehicle of Sir Ron Brierley, the New Zealand corporate raider, had control of Thistle.

BIL took Mount Charlotte Investments, the forerunner to Thistle, private in 1991 and five years later refloated it.

BIL, which is now based in Singapore and whose chairman is Tan Sri Quek Leng Chan, said: The further development of the company would be best achieved in the private arena, away from the cyclicality of the public equity markets.

BILs chairman and Arun Amarsi, its chief executive, are non-executive directors of Thistle, but are not participating in board discussions about the BIL offer.

In 1998, the shares soared to 250p after an abortive bid by Guy Hands, then of Nomura International. At the end of last year Orb Estates, the discredited property firm, said that it was considering a bid, but it withdrew under pressure from the Takeover Panel



hmmmmmmmmm ...... the following might be more credible if they hadn't lost about 50p a share from the cash mountain - really sloppy research

ains



March 05, 2003

Tempus by Suzy Jagger

Time to keep grip on Thistle



OPPORTUNISM is an essential part of business. For this reason, BIL cannot be blamed for launching its 115p-a-share offer for Thistle just a day after the company delivered a miserable results update and perhaps just days before the start of hostilities in Iraq.
Thistle, as Londons largest provider of upmarket hotel beds, is particularly exposed to the impact of war on business and holiday travel. The company is also suffering from a series of other problems including its payment dispute with Orb Group, the property company that bought 37 of its hotels last year for 600 million under a sale and management deal.

It might be some time before Thistle trades out of its difficulties so any offer should be weighed seriously by shareholders. The problem is that 115p does not look much, particularly when accepting the offer would mean the final dividend would go unpaid, reducing the value of the offer to just 111.6p a share.

Thistles main defence is its net asset value of 211p a share, which includes net cash of about 23p.

Not only is the realisability of the net asset value in question in the current climate but the use of NAV to value hotel companies is not as persuasive as its use to value property businesses. Hotel income is of a lower quality because income varies each night and costs are higher. On an earnings rather than a NAV basis, BILs offer seems more reasonable. For example, the offer, on an earnings before interest, tax, depreciation and amortisation (Ebitda) basis, values the company at 10.9 times, compared with a sector average of 8.4 times. On a simple price to earnings multiple, BIL is offering 22 times 2002s earnings, which again seems reasonable.

On a sales multiple basis, BIL is offering 3.3 times, compared with a sector multiple of 1.5 times.

The rise in Thistle shares yesterday to 122p a considerable premium to 111.6p indicates that the market believes a higher offer can be extracted, perhaps from a rival bidder. Some believe BILs offer is an attempt to flush out trade interest though this might be optimistic given suggestions that BIL has previously tried to offload its stake but without success.

Even so, a rival offer would be welcome and Thistle shareholders should wait to see if a hotel group seeking to increase its London exposure might be flushed out. BIL, already rejected by Thistle management, might also be minded to increase its offer to secure the deal. Hold.

Thistle bristles at 555m cash bid
By Alistair Osborne, Associate City Editor (Filed: 05/03/2003) Telegraph


Thistle Hotels, London's biggest hotelier, yesterday roundly rejected a 555m cash bid from its major shareholder, Singapore-based BIL International, calling it "wholly inadequate".

BIL, which is chaired by Malaysian tycoon Quek Leng Chan, already owns 45.8pc of Thistle. BIL said its 115p-a-share offer to take the company private offered the best route for the remaining shareholders to exit a company hit by tough hotel trading conditions in an "uncertain global economic and political climate".

The offer was condemned by other shareholders, some of which paid 170p a share when BIL floated the company seven years ago, as "opportunistic" and "derisory". Thistle shares rose 4 to 122p.

The government of Singapore, which is Thistle's second biggest shareholder, controlling about 19pc of the shares and represented on the board by Lau Wing Tat, backed the company's rejection of BIL's offer.

Ian Burke, Thistle's chief executive, said the group had cash on its balance sheet of 367m, equivalent to 76p a share. He said it meant BIL was effectively only offering "39p a share for Thistle's hotel business", whose properties include London's Royal Horseguards and Thistle Tower.

Bankers said BIL had turned down approaches at more than 160p a share in recent years, though sources close to BIL said they were not firm offers. Analysts also pointed out that Thistle had net assets of 211p a share, much more than BIL's offer. One said: "They're just trying to get it on the cheap, when hotel businesses are bombed out."

Arun Amarsi, BIL's chief executive, denied this, saying: "What the NAV ignores is that Thistle has 260m of high-yielding debt and that the earnings from this business are disappointing. In the past number of years, Thistle has spent 200m-300m on capital expenditure but is not delivering a return."

He added that "there are a lot of differences between a property company and a hotel company", with hotel businesses having "no security of income". Turnover at Thistle fell 7pc last year to 151m with average room rates down 10pc.

Analysts said the bid would put pressure on Thistle to return around 200m of cash and possibly encourage Mr Burke to team up with a venture capitalist to buy the business.

Mr Burke declined to comment, except to say: "We are reviewing all our options."

Some of the hot money is exitting with their profits this AM - mm's ticking down



ains

BIL International Limited 6 March 2003

CASH OFFER BY HSBC

ON BEHALF OF BIL(UK) LIMITED

FOR THISTLE HOTELS PLC


ANALYSIS OF UNDERLYING VALUE


BIL notes the Thistle board's rejection of its Offer and its statements
regarding the underlying value of Thistle outlined in its announcement of 4
March 2003 titled 'Rejection of BIL International Limited's ('BIL') offer'.


BIL believes that the Offer represents an opportunity for Thistle
Shareholders to realise their investment in Thistle with certainty, at a
price of 115 pence per share, against a background of poor trading
performance in the UK hotel market and an uncertain outlook.


Thistle has compared the Offer Price to the three month and 12 month
average prices for Thistle Shares, based on the period up to 20 February
2003. BIL believes that this fails to address that Thistle's share price has
been supported by the bid speculation which has surrounded Thistle during
the past year including, inter alia, Thistle being in a formal offer period
from 4 November 2002 to 9 January 2003, as a result of certain announcements
by Orb. Following the ending of this offer period and the Thistle trading
statement of 16 January 2003, Thistle Shares fell to a 12 month low of 89
pence per share on 29 January 2003. The Offer represents a premium of
approximately 29.2 per cent. to this price.


Thistle's multiple of enterprise value to pro-forma EBITDA* for the year
to 29 December 2002 (as derived from the Offer Price) represents a premium
of approximately 35 per cent. to the average corresponding multiple of a
peer group of listed UK hotel companies (shown in Appendix 1),
notwithstanding that the peer group includes Six Continents which is itself
the subject of an offer.


The Offer Price of 115 pence represents a multiple of approximately 22.1
times Thistle's reported adjusted earnings per share from continuing
operations for the year ended 29 December 2002, compared to an average for
the peer group of 11.4 times. Using a pro-forma adjusted earnings per share*
for Thistle for the year ended 29 December 2002, a multiple of approximately
27.2 times is derived; a premium of approximately 138 per cent. to the peer
group.


Equally, the enterprise value of Thistle derived from the Offer Price
represents a multiple of 8.5 times Thistle's pro-forma EBITDA* for the year
to 29 December 2002, which exceeds the average corresponding multiple of 8.4
times derived from comparable recent transactions in the UK hotel sector
(shown in Appendix 1).


Thistle has compared the Offer to its net asset value ('NAV'). BIL
believes that NAV based valuation methods are appropriate for property
investment companies, but not for hotel companies.


BIL considers that an earnings based valuation approach is more
appropriate for hotel companies, as they are significantly different to
property investment companies in a number of ways, including:


- Capital expenditure - hotels generally require significant maintenance expenditure, the cost
of which is typically borne by the hotel owner, while property investment companies usually
pass these costs on to tenants.

- Income - unlike hotel companies, UK property investment companies tend to be characterised by
commercial leases with upward only rent reviews.

- Cost base - the cost base of a hotel company is typically significantly higher than that of a
property investment company.


In addition, Thistle's calculation of NAV fails to take account of the current
value of its long term debt or of its contingent capital gains tax.

Further detail of BIL's views on the underlying value of Thistle is set out in
Appendix 1.

Hmmmmmmm ..... clearly the market does not agree - ticked up


LONDON (AFX) - Singapore based BIL International Ltd has defended its 115 pence per share offer for Thistle Hotels PLC.
In a statement to the stock exchange, BIL, which saw its move for the hotel chain rebuffed, said the offer gave Thistle shareholders an opportunity to realise their investment in the group against a background of poor trading performance in the UK hotel market and an uncertain outlook.

BIL was responding to Thistle Hotel claims that the offer, which values the group at 555 mln stg, was opportunistic and failed to recognise the underlying value of the group.

In a statement to the London stock exchange today, BIL said Thistle's share price over the past year had been boosted by bid speculation.

It said the offer Price of 115 pence represents a multiple of about 22.1 times Thistle's reported adjusted earnings per share from continuing operations for the year ended Dec 29 2002, compared to an average for the peer group of 11.4 times.

Using a pro-forma adjusted earnings per share for Thistle for the year ended 29 December 2002, a multiple of about 27.2 times is derived; a premium of about 138 pct to the peer group.

Equally, the enterprise value of Thistle derived from the offer price represents a multiple of 8.5 times Thistle's pro-forma EBITDA for the year to Dec 29 2002.

This exceeds the average corresponding multiple of 8.4 times derived from comparable recent transactions in the UK hotel sector, it said.

It added Thistle's calculation of its NAV value fails to take account of the current value of its long term debt or of its contingent capital gains tax.

BIL said it considers that an earnings based valuation approach is more appropriate for hotel companies, as they are significantly different to property investment companies in a number of ways, including Capex, income and cost base.

rn

I must admit I don't think much of the offer. The hotel sector as a whole has not been too well since 11 Sept, and won't recover until after the US stops scaring people off taking trips for whatever reason. Long term the sector will recover and I think BIL is trying take the oportunity to get thistle on the cheap while they can.

Totally agree .... we are at bottom of the cycle - would rather wait for better times at the moment .... it's sily of them saying take our offer when the market is much higher


ains

Does anyone else hold these shares?

I've got some too. Originaly bought in at floatation but sold them for a small profit just prior to the Nomura interest a few years back. Then bought back in and still holding. Not one of my better investments but have had the divi's and return of capital since.

Do you have any thoughts on the offer?

Three blocks of 100,000 shares sold today at 121, 122 & 122 - someone selling short?

Seems unlikely - the trades may not be connected - may just be TTraders closing. The risk against reward seems very poor for a short. The bidder will have started incurring heavy expenses and unlikely to just walk away imho and may well be someone else interested. Plus the cash back situation and divi



ains

LW, my thoughts in two words:

it sucks!

Still ticking up on low volume 122/124p


ains

and again @ 123/124p on volume just over 200K

My guess is they will move their offer up ahead of the war



ains

Orb nears Thistle disposal
By Edward Simpkins (Filed: 09/03/2003) S Telegraph


Orb Estates, the Jersey-based investment company, is close to selling its portfolio of Thistle Hotels for 700m, a year after acquiring them for 600m.

Orb is believed to be in discussions with REIT Asset Management, the investment vehicle of the Noe family. REIT may be backed by Apollo Real Estate, a US-based equity house. The deal would involve the pair assuming 531m of debt and paying the remainder in cash for the 37 regional and six London hotels.

The deal would be welcomed by shareholders in Izodia, a failed software company turned cash shell, in which Orb is the largest shareholder.

Izodia has started legal proceedings against Orb to recover 33m of cash, its sole asset, which it claims was transferred to an associate of Orb.

Orb's offices have been raided by the Serious Fraud Office in connection with an inquiry into the whereabouts of the cash. Orb and its directors deny any wrongdoing.

The buyers are thought to be considering redeveloping the Kensington Palace, Kensington Park and Lancaster Gate hotels with the remainder likely to continue to be run by Thistle.

The 600m sale and leaseback between Orb and Thistle signed last March has since become fraught with difficulties. Orb is being sued by Thistle for refusing to pay 15m of the sale price while Orb is countersuing for 54m, the amount by which it claims the value of the hotels was overstated by Thistle.

Hmmmmmmmm ...... looks like we may get a real good result here ........



ains


March 09, 2003

Thistle plans 1bn auction
John Waples STimes



IAN BURKE, chief executive of Thistle Hotels, is to auction some of the groups flagship London hotels in a bid to defeat a 554 billion bid from its largest investor.
Burke is already in talks with advisers to put the Tower Thistle, worth more than 200m, up for sale. Other assets to be put on the market include the Royal Horseguards and Thistle Marble Arch. Analysts say the 18-strong owned or leased London portfolio could be worth between 800m and 1 billion.

Last week, BIL, an investment company controlled by Quek Leng Chan, a Malaysian tycoon, tabled an offer, valuing Thistle at 115p a share. This compares with a net asset value of 211p. The Thistle board, chaired by David Newbigging, immediately dismissed the offer as opportunistic and at a wholly inadequate premium. BIL controls 46% of Thistle.

Several of the hoteliers minority investors have also dismissed the approach. Tom Shrager of Tweedy Browne, the American value fund, which has just over 6%, said last week: We believe the present offer is outrageously low. It is pegged at half the asset value. Insight, which owns 4%, has also rejected the bid.

Burke is being advised by Merrill Lynch and, according to analysts, has held talks with several property consultancies over handling a potential sale. One option under discussion is to give all the proceeds back to shareholders. Thistle has only 260m of debt and has 340m of cash on its balance sheet after selling a portfolio of regional hotels to Orb Estates, a Jersey-based investor, for 600m.

Burke wanted to return this cash to investors, but his proposal was blocked by BIL. Thistle declined to comment, but it is thought that the group is now effectively open to all offers.

Four-star hotels are selling at between 180,000 and 300,000 a room. Thistles two biggest assets are the 801-bedroom Tower Thistle and Marble Arch, with 692 bedrooms.

Analysts say that, despite the weak hotel market, there are likely to be a number of buyers interested in its prime hotels. It is thought that parties who have registered their interest include the Barclay brothers, Strategic Capital and Blackstone, the American private-equity group.

The two BIL representatives on the Thistle board, Arun Amarsi and Chan, are no longer involved in the discussions. BIL is disappointed it has not secured the support of the government of Singapore, which controls 13% of the company.

Burke is also in the process of trying to find a new buyer to take over the regional hotel assets from Orb. Thistle has retained the management contract for these hotels. Orb is under investigation by the Serious Fraud Office and Thistle is having to write off 45m that was due from Orb.

Thistle has also started legal proceedings to recover an additional 15m. Orb has submitted a counter-claim, saying it had been misled by Thistle over the valuation of the hotels.

BIL blames Burke for tying up the deal with Orb. It believes the Thistle board has eroded shareholder value. BIL is also understood to be critical of Burkes management style.

Leo Noe, the property entrepreneur, has put a 600m offer on the table to buy the Orb portfolio. Noe is being backed by Gerald Ronson of Heron and by Apollo, an American opportunity fund. It is thought that Ronson may now look at Thistles entire portfolio.

Last week Thistle reported a 6.8% drop in sales in 2002. To boost sales, Burke said he was concentrating on the more resilient short-break market and on stripping out costs.

I think BIL have scored an own goal as they can no longer vote on the important issues and this must make it easier for the board to agree a money back to shareholders deal amongest many options




ains



03/09 11:16
Thistle to Sell Hotels to Fend Off BIL Bid, Sunday Times Says
By James Mosher


London, March 9 (Bloomberg) -- Thistle Hotels Plc plans to sell some its London hotels to raise as much as 1 billion pounds ($1.6 billion) as part of a strategy to defeat a hostile bid from its largest shareholder, BIL International Ltd., the Sunday Times newspaper reported, without identifying any sources.

Ian Burke, Thistle's chief executive officer, is already in talks with advisers about putting the Tower Thistle, worth more than 200 million pounds, up for sale, the newspaper said. Other hotels to be offered for sale include the Royal Horseguards and the Thistle Marble Arch, the Sunday Times said. The 18 London properties could be worth between 800 million and 1 billion pounds, the paper said, citing analysts.

Burke is being advised by Merrill Lynch & Co. and has held talks with several property consultancies over handling a potential sale, the Sunday Times said. An option being considered would have all proceeds from the sales going back to shareholders, the newspaper said. Thistle declined to comment to the Sunday Times.

BIL International, which owns 46 percent of Thistle, last week offered to buy the remainder of the company for 554.7 million pounds. Thistle rejected the bid, saying it was too low.

Things seem to be getting interesting. Hopefully they'll let us have some of the cash back sooner rather than later and not spend it all on advisers fees etc. which has taken substancial chunks of the cash. (I seem to remember on one occassion as much of 25% of the money they got went on fees! I remember thinking at the time what an outrageous amount!)

:-)) ...... They will find it hard to spend it all but take your point - advisors are expensive but in this instance I think we are making a real gain .... should be interesting this week. The paperwork has arrived but doubt I will read it as the offer is down the chute imho



ains




LONDON (AFX) - Thistle Hotels PLC is working on plans for a 500 mln stg sale of three top London hotels to thwart the 554 mln stg bid from Singapore-based BIL International Ltd, reported the Business without citing sources.
The report said Thistle would return the proceeds to shareholders as a special dividend, but it can only do that if a majority of shareholders approve the plan.

BIL already has a 46 pct stake, but The Business said other shareholders are sufficiently incensed that BIL's bid undervalues the company, they could outvote the bidder.

The three hotels identified for possible sale are the 801-bed Tower Hotel by Tower Bridge, the 280-bed four-star Royal Horseguards Hotel near the Houses of Parliament, and the 692-bed Marble Arch near Hyde Park and Oxford Street.

Thistle Hotels could not be reached for comment.

The Scotsman on Sunday

Thistle Hotels plans London sale to thwart unwelcome overseas advances

RICHARD NORTHEDGE


THISTLE Hotels is working on plans for a 500m sale of three top London hotels to thwart the expected 554m bid from Singapore-based BIL.

The Leeds group would return the proceeds to shareholders as a special dividend - but it can do that only if a majority of shareholders approve the plan and BIL starts with a 46% stake.

Thistle believes other shareholders are sufficiently incensed that BILs bid undervalues the company that it could muster sufficient support to out vote the bidder.

The investors are now mainly institutions, which are easier to contact and more likely to vote.

The three hotels identified for possible sale are the 801-bed Tower Hotel by Tower Bridge, the 280-bed four-star Royal Horseguards overlooking the Thames near the Houses of Parliament, and the 692-bed Marble Arch near Hyde Park and Oxford Street.

Together they account for half of Thistles assets: the 18 hotels that it owns, rather than manages, were valued in last weeks accounts at exactly 1bn.

It is understood that Thistle management have previously put forward plans for selling assets but have been blocked by the two BIL representatives on its board.

A buy-back of shares has also been mooted, but unless BIL agreed to sell shares, it would end up holding a larger proportion of the company and could bring BIL nearer to control.

BIL is offering 115p a share for the UK company, almost half its net asset figure of 211p.



Thistle reported a fall in pre-tax profits from 49m to 28m


BIL claims the assets are overvalued, but trying to sell them would establish their real value.

Thistle last week reported a fall in pre-tax profits from 49m to 28m and admitted that the room rate on its London hotels fell by 8.7%.

Many London hoteliers are reporting slack business and are having to offer special deals, but the Towers turnover fell by nearly 13% last year as competitors opened nearby.

The company owns 56 hotels in the UK, including 22 in the capital, making it the biggest hotelier in London. It has already reduced its portfolio from 100 after a previous downturn and now holds cash.

Last year it sold 37 hotels for 599m and ended the year with 367m cash.

The group was built by Scottish & Newcastle, the brewery outfit which bought several of the hotels - including the Tower - from EMI.

The brewer sold the chain in 1989 to the Mount Charlotte group, which was taken over in 1990 by BIL, then called Brierley Investments.

The Thistle name was applied to the whole chain and, when it was floated in 1996, BIL retained a 46% stake.

The Singapore government investment agency took a near-20% stake, however, and is opposed to BILs bid.

Thistle will need to time its sales plan well to thwart BIL. It must obtain shareholders approval before any acceptances take BILs stake above 50%.

Some investors will regard the scheme as a defence tactic by Thistle directors to force BIL to increase its offer.

Things are hotting up ....





March 10, 2003

Thistle plans sale to thwart predator
By Nic Hopkins



THISTLE HOTELS has begun seeking buyers of some of its landmark London hotels in an attempt to head off a hostile bid by Singapores BIL, its largest shareholder.
It is said to be seeking to raise as much as 600 million from the sale of six hotels, including the 280-room, five-star Royal Horseguards Hotel. The proceeds could be used to return as much cash to shareholders as the 115p-per-share BIL has offered for Thistle.

Other hotels said to be up for sale include the 800-room Tower Thistle, estimated at up to 200 million, and the Thistle Marble Arch. The sale would leave Thistle with a dozen smaller hotels with a net asset value of about 400 million. Last year Thistle closed a 600 million sale and leaseback deal with Orb Estates, an investment group in Jersey, covering 37 regional hotels.

But the cash-strapped Orb is tangled in a Serious Fraud Office investigation into the disappearance of funds at Izodia, a defunct dot-com shell. The company, which denies any wrongdoing, is said to have put its hotels back on the market for up to 700 million.

But the news that as much as 1 billion worth of hotels had been put on the market received a cool response from potential buyers yesterday. One observer noted that the industry has suffered from fears of a war in the Middle East and terror attacks on the capital. Thistle recently reported a 32 per cent fall in annual pre-tax profits before exceptionals to 30.9 million on turnover 38 per cent lower at 190 million. The source, who represents a potential buyer, said: Its true these are the jewels in Thistles crown, but the business is a mess. If they think they can sell them for 500 million, good luck to them.

Potential buyers of the London-based hotels reportedly include Farnsworth, the hotel consultancy and investor, and Rotch, the real estate group.

Thistle directors seek to scupper 540m swoop

JOHN PHELPS The Scotsman


EMBATTLED directors of Thistle Hotels should effectively scupper a 540 million take-over bid from their major shareholder this week when they release details of plans to sell a chunk of their London portfolio and to return cash to shareholders.

Property experts contacted by the boards advisers at Merrill Lynch have indicated that the 18 company-owned or leased hotels involved in the proposals should be worth more than 800 million even in these uncertain times, a discount of about 200 million on current book values.

The three most attractive hotels - the Tower Bridge, the Royal Horseguards and the Marble Arch - are said to be worth as much as 500 million.

Any cash raised would be in addition to the 367 million Thistle already has in the bank following last years sale of 37 regional hotels to the Jersey-based Orb Estates.

Including this cash, directors say their net assets are worth 211p a share compared with the 115p on offer from Malaysian tycoon Quek Leng Chans BIL Investments, which already owns a 46 per cent share stake.

Analysts say the Malaysian could use his shareholding to block the latest proposals from the Thistle board, led by chairman David Newbigging and chief executive Ian Burke, but such action could further antagonise institutional shareholders.

Under terms of the Companies Act, BIL needs to gain support of 90 per cent of minority shareholders - involving ownership of an overwhelming 94.6 per cent of the total - before it can gain complete control.

Two significant institutions, Tweedy Brown and Insight Investment Management, have said they will support the board with their combined holdings of 9.95 per cent of the company.

Thistle, which was originally built up by Scottish & Newcastle, has management contracts to operate 38 hotels in addition to the 18 London outlets.

Orb Estates, which acquired a package of regional hotels from Thistle last year, is believed to be discussing a possible re-sale of the business to REIT Asset Management, an investment vehicle controlled by the Noe family.

Thistle is claiming that it is still owed 15 million from the transaction while Orb is counter-suing for 54 million.

211 a share - that's more like it. A figure I would consider selling out!

I'm going away for 10 days, and will not be keeping up with whats being going on. As I hold my shares certificated I look forward to opening my post when I return.

In the meantime keep posting Ainsoph, I'll take a look when I get back.

Thanks

Morning ..... I doubt we will see 211p but can easily see 160p+ .... they have ticked up this morning again @ 124/127p .... it might be wise to look in before you get back - if you get the chance



ains

Singapore




Monday March 10, 7:54 PM
Thistle Hotels Sale A Better Option
Call Us In London: 44-20-7842-9464

1154 GMT (Dow Jones) LONDON--Thistle Hotel's (U.MTC) shareholders could benefit from a sale and leaseback of some of its better hotels says analyst, as suggested in The Sunday Times. Says this would be a better option for shareholders than accepting a 115p per share bid from its largest investor, BIL International (D.BIL), as this would return some money to shareholders. Thistle Hotels declined to comment on press speculation. Stock +2.8% at 127p. (SCO)
ADVERTISEMENT

closed up another 3% @ 125/129p 0n 335K traded which is a 4 month high despite the crap market



ains

talk of possible new bid of over 140p



ains

AINS.
you know when you were banned from AFN , and me also shortly after, you managed to get several other aliases through, like colowe, dolarhogger, etc, can you remind me how to do it again, as the cockroaches are tearing you apart there.

herumph, hoc,heheheh,hic, ramp,hack

SINGAPORE (AFX-ASIA) - BIL International Ltd said it swung to a net loss of 18 mln usd in the first half to December from a year-earlier profit of 5.1 mln largely due to foreign exchange losses of 12.4 mln usd and financing costs which eclipsed stronger sales.
Sales rose to 8.7 mln usd from 3.6 mln.

The results include net interest and financing costs of 16.1 mln usd and a gain of 12.9 mln from the sale of shares in Fraser & Neave Ltd, it said.

Operating profit reached 11.6 mln usd against 3.4 mln a year earlier.

The company said associate Thistle Hotels contributed a net loss of 900,000 usd.

Chief executive Arun Amarsi said the company has mostly resolved issues relating to underperforming assets, excessive cost structures and high debt levels.

"While most of these legacy issues are largely addressed, our biggest investment, being a 45.8 pct (stake) in Thistle Hotels, has not performed to its potential and its share price has consequently suffered." he said.

Earlier this month, BIL offered to acquire the rest of the shares in Thistle Hotels it does not own at 115 pence per share, an offer which Thistle said is "opportunistic" and "failed to recognise the underlying value of the group".

"We will continue to maximise value for our shareholders from our existing assets as well as identifying new investments which meet our risk and return criteria," said Amarsi.

manny.serapio@afxasia.com

Reit steps in with 700m bid to pluck Thistle
By Helena Keers (Filed: 14/03/2003) Telegraph


The battle to buy Orb's Thistle-branded hotels has intensified with Reit Asset Management stepping in with a 700m offer.

Reit, which boasts property entrepreneur Leo Noe as a partner, hopes to snap up the 37-hotel portfolio and sell on three central London properties for luxury flats. These are thought to include Thistle Kensington Palace, Lancaster Gate and Kensington Park.

An insider said yesterday: "We are an investment company and primarily buy on income. We are not developers."

Referring to missing Thistle funds, he said: "This is a very difficult nut to crack; all the complications have an effect on timing." The 11m funds vanished from an account held by Royal Bank of Scotland International in Jersey.

The account, which was controlled by Hotel Portfolio II, an Orb subsidiary, received revenues from the Thistle hotels to pay the interest on securitisation notes.

The Jersey company is also involved with a Serious Fraud Office investigation into the disappearance of 33m of funds from Izodia, a dotcom shell, and it owes Morgan Stanley 88.8m for loan arrangements.

The news of Reit's bid follows a cash offer for Thistle from BIL International, the Singapore-based investment firm which owns 45.8pc of Thistle. BIL's offer of 155p a share was rejected by Thistle's management as too low.

Thistle shares fell .5 to 120.5p yesterday as BIL posted an $18m (11m) halfway loss, due to interest expenses and currency losses. Thistle contributed a net loss of $900,000.

MARKET COMMENT
Cheap Hotels On Offer

By David Kuo (TMFDragon)
March 19, 2003


The UK tourism industry is in the doldrums. The post-11 September slump in tourism has, it would seem, been more devastating than at first thought. Ask any London cabbie when he last had an American tourist in the back of his taxi.

Similar tales of woe can be heard from the restaurant industry. This applies especially to those businesses that have significant operations in the capital. PizzaExpress (LSE: PIZ) and ASK Central (LSE: AKC), for example, have both noticed a drop-off in activities in their central London restaurants.

You would expect, by inference, that hotels should be adversely affected also. Surprisingly, hotel revenues, though lower, have not been that badly impacted. This is because hotels often trade off room rates against occupancy levels.

A commonly used measure of a hotel's performance is the cutely named RevPAR, or revenue per available room. Room rates can be reduced in order to attract higher occupancy levels. So long as RevPAR is sufficient to cover the variable costs per room plus a proportion of the fixed overheads, the hotel should be able to deliver a profit.

Revenues from room rentals tend to make up a significant proportion of a hotel's total revenue. Among the top hotels, room revenues can account for 65% of total turnover. The rest is made up by meals and other services. In budget hotels, room revenues can contribute up to 90% of total sales.

Stock market investors have shied away from the hotel sector over concerns of a prolonged downturn in tourism. This has affected the share prices of many hotel operators. Interestingly, it has not deterred corporate activity within the sector.

Just recently, BIL International (LSE: BIL), controlled by the Malaysian billionaire Kwek Leng Chan, launched a bid for Thistle Hotel (LSE: THO). His advances sent the share price for the hotel some 33% higher. Interestingly, Kwek's cousin, Kwek Len Beng, is a big shareholder in Millennium & Copthorne Hotels (LSE: MLC).

There are, however, still some reasonably priced hotels out there. These include the Dublin-based Jurys Doyle Hotels (LSE: JDH), which sports on a price to earnings of 14. De Vere Group (LSE: DVR) and Macdonald Hotels are also modestly priced, at 11 and 9 times earnings respectively.

Just got back from Egypt - The hotels there are empty (and that's a under statement!) and this was high season for them!

I'm very suspicous about BIL offer. Surely if things were as bad as they say at Thistle - they should be getting out, not increasing their stake

I can understand why peeps do not want to go to Egypt at this time ..... I have just been to Rome and Budapest and the hotels was virtually full.

I have just received the latest promotional offer from Thistle to shareholders - a 50% off for the next month or so .... guess there are fewer transatlantic punters but they will be filling the rooms albeit at a discount.

I am sure BIL are interested in developing or moving the hotels on at a vast profit when times get a little better.


ains

THO should get their loans back now and have a say in who buys the hotels


ains


LONDON (AFX) - ORB arl said it has exchanged contracts to dispose of 37 Thistle hotels to a new company controlled by Allan Rankin, whose family controls two of Newcastle's quoted companies, Ultimate Leisure PLC and Metnor PLC.
The portfolio of hotels, recently valued at in excess of 900 mln, stg are managed by Thistle Hotels PLC which guarantees to provide not less than 45 mln stg of clear income to the owners.

Allan Rankin, chief executive of Ultimate Leisure and deputy executive chairman of Metnor, and his associates, including Mr Barry Moat, have stated that they intend to continue the strategy of enhancing the asset value of these properties, ORB said.

The three hotels that surround Hyde Park are currently subject to planning applications for change of use to residential.

It is anticipated that Rankin will develop these properties in partnership with a high end residential developer, and talks have reached an advanced stage with Northacre PLC to assist in this process, ORB said.

A number of other sites in good locations in regional towns have also been identified by Rankin's team as having significant change of use development enhancement.

newsdesk@afxnews.com

03/21 19:05
Orb to Sell 37 Thistle Hotels Worth $1.4 Bln to Allan Rankin
By Mark Deen


London, March 21 (Bloomberg) -- Orb Estates Plc, a U.K. real estate company, said it agreed to sell 37 Thistle hotels, worth more than 900 million pounds ($1.4 billion), to a company controlled by millionaire entrepreneur Allan Rankin.

The hotels, including the Thistle Kensington Palace in London, are managed by Thistle Hotels Plc. Thistle ``guarantees to provide not less than 45 million pounds of clear income to the owners,'' Orb said in a Regulatory News Service statement.

The hotels were ``recently valued in excess of 900 million pounds,'' Orb said in the statement, without giving terms of the sale to Rankin. Orb bought the properties from Thistle for 600.4 million pounds in March last year.

European hotels are attracting investors even as room prices and occupancy rates decline because they offer higher returns than stocks, according to a DTZ Holdings Plc report this month.

Orb, which borrowed the money from Morgan Stanley to buy the hotels last year, has defaulted on two loans and wants to sell the hotels, Morgan Stanley said in a letter to bondholders obtained by Bloomberg News last month.

Moody's Investors Service and Standard & Poor's have said they may cut some of the ratings on a 531 million-pound Orb hotel bond. Morgan Stanley underwrote the bonds last year after lending Orb money to buy the hotels. Orb used the bond issue to repay Morgan Stanley.

Allan Rankin and his family control Ultimate Leisure Plc, which owns a string of themed bars and night clubs in northern England, and Mentor Plc, a U.K. engineering company.

Wasn't there speculation that Orb was going to make an offer on Thistle just before they started having their own problems?

Anyone know anything about the "company controlled by Alan Rankin" - I presume it's not the two mentioned in the article?

Yes they were rumoured to be making a bid but clearly couldn't raise the cash or their credibility ..... heres a little more on the current situation - does not make good reading for Orb but I assume THO have certain safeguards built into the original deal.

ains



Jamie Doward, deputy business editor
Sunday March 23, 2003
The Observer

Jersey-based Orb Estates, currently the subject of a Serious Fraud Office investigation, faces further controversy after the sale of its Thistle hotel

portfolio to Allan Rankin, a Tyneside-based multi-millionaire. It has emerged that Rankin is a close business associate of an Orb adviser censured by the Takeover Panel for failing to disclose his links with Orb.
The SFO is looking into the disappearance of 33 million belonging to failed dotcom firm Izodia, in which Orb has a 29 per cent stake. The money was transferred into an account of an Orb associate company, although it is not clear where it is now. Izodia's shareholders gave Orb until last Monday to come up with the cash and have now started legal proceedings.

The hotels sale may raise concerns among Izodia's investors, who will be surprised by the news. Several other firms were circling the hotel chain, which Orb bought last year for 600m. But, in a shock move, Rankin has stolen a lead. Under the deal the Thistle chain's debt and financing structures will be transferred to Rankin's offshore company, Incontrast.

This would separate the hotels from Orb Estates and its liabilities, raising concerns over what claims - if any - Izodia's shareholders may have on the sold-off assets. Orb has so far failed to say what it will do with the cash.

The deal will draw attention to serial entrepreneur Jon Pither, who has strong links with Orb and Rankin.

Pither was ousted as Izodia's chairman when shareholders complained to the Takeover Panel that he was not suitably independent to advise the company on an indicative bid by Orb. Shareholders were alarmed when they learnt Pither was a non-executive director of Abingdon Capital, an adviser to Orb.

In addition, he has a place on the board of Prestige Travel, with Orb director Charles Helvert, and was once a director of Orb-backed oil exploration firm Atlantic Caspian Resources, along with former Orb director Peter Catto. Catto resigned as an Izodia director last year, as did another of its executives, Jarlath Vahey, who also had connections with Orb.

Now it has emerged that Pither sits on the board of two companies run by Rankin - Ultimate Leisure and Metnor Group - raising fresh questions over the tangled nature of Orb's business relationships. An Orb spokeswoman said: 'We don't talk to journalists.' Rankin and Helvert declined to return calls. Pither was uncontactable at the time of going to press.

I hope thinks don't turn any murkier.....

Not sure whether anyone at THO is directly involved but do wish they would make the situation clear on where they stand.


ains

The price is dribbling down with the lack of specific news and the falling markets ..... I intend to stay with my current holding


ains


March 25, 2003

War crushes hopes of hotel industry
By Dominic Walsh



THE UK hotel market took a sharp turn for the worse in February as the threat of a war with Iraq exacerbated the gloomy economic picture, according to figures published yesterday.
Monthly statistics from PKF, the accountants, show that the signs of recovery in the London market during the latter part of 2002 were swept away in February as both room rates and occupancy figures went into reverse.

The average occupancy in the capitals three, four and five-star hotels fell from 72.4 per cent to 69.4 per cent, while the average achieved room rate fell from 96.04 to 94.08. As a result, the rooms yield fell by 6.2 per cent to 65.29.

The impact of the political and economic uncertainty was also felt further afield, with regional hotels reporting a fall in occupancy from 68.9 per cent to 67.6 per cent and the room rate falling by 0.6 per cent to 60.46. The rooms yield was 2.5 per cent lower at 40.86.

Melvin Gold, managing director of hotel consultancy services at PKF, said that the figures would be a tremendous disappointment to an industry that had worked hard to recover from the impact of the September 11, 2001 terrorist attacks on the US.

He added: February saw worsening economic indicators on top of a global crisis and at one stage TV screens were filled with images of tanks outside the worlds busiest international airport. It was never going to be easy in that environment and these figures confirm the difficulties.

Mr Gold said that, while it was impossible to predict the impact now the war had started, the hope was that the hostilities would be short and decisive, encouraging people to travel with confidence after it is concluded. A longer war would damage the industrys prospects still further.

PKFs figures have been mirrored by recent comments from hotel operators, none of which has been able to give any guidance on the immediate outlook. A number of big hotel companies, including Le Midien Hotels & Resorts, are believed to have implemented contingency plans to close whole floors if the hostilities result in a prolonged slump in international travel.

With the price slipping I am intending to add a few at some time


ains



Thistle in white knight talks
By Damian Reece (Filed: 30/03/2003)


Thistle Hotels is in talks with seven potential white knight bidders, including Realstar Group of Canada and Apax Partners, in an attempt to trump BIL International's 555m hostile takeover bid.

Other groups talking to Thistle are Starwood Capital, Accor, Westbrook and Blackstone, the owner of the Savoy Group. Another, Westmont is considering an offer.

Meanwhile, BIL's campaign is becoming more aggressive. It is plotting to oust Ian Burke, Thistle's chief executive, at an EGM it plans to requisition as part of its formal offer for Thistle. This is thought to be the first time a bidder has called an EGM to sack management during a takeover.

If Burke is ousted, he would get eight months salary (about 245,000) plus pension benefits. His severence terms were reduced from a two-year pay off last year. Tony Dangerfield, another Thistle director, resigned last week to go to Whitbread.

Thistle's white knight defence has been codenamed Project Cobra by its advisers, Merrill Lynch. Thistle believes putting itself up for sale in this way is the best strategy for achieving maximum shareholder value. The Thistle board, led by David Newbigging, the chairman, has even considered paying inducement fees to bidders.

Realstar, which has Canada's master franchise for Novotel and Days Inn hotels, is thought to be Thistle's favoured partner. Thistle showed Realstar around its London hotels last week.

Thistle has also considered the sale of its top six hotels to raise cash for a special payout to shareholders. It fears, however, that the approach could make the rest of the business unviable. Other selective asset sales plus a special dividend have also been considered but are fraught with difficulties.

BIL, a Singapore investment company backed by Quek Leng Chan, a property tycoon, owns 45.8 per cent of Thistle and will try to block plans to sell assets or distribute the hotel group's cash.

From the FT

BIL to flesh out offer for Thistle
By Astrid Wendlandt
Published: March 30 2003 20:32 | Last Updated: March 30 2003 20:32


BIL International, the Singapore investment company, is expected to demand the resignation of Ian Burke, chief executive of Thistle Hotels, when it submits the details of its offer to the hotel group's shareholders, possibly as early as Monday.


It is not clear whether BIL, which holds a 46 per cent stake in Thistle, will increase its bid from 115p a share to 125p, as many investors predict. Thistle believes its net assets are worth in excess of 200p.

Mr Burke may attempt to fend off BIL's hostile bid by disposing of some key assets, including "crown jewels" such as the Royal Horseguards Hotel.

A number of financial and trade buyers are said to be mulling a rival indicative offer. These include Blackstone, the private equity group thought to have considered participating in a bid to take the group private about two years ago. Realstar, the Canadian real estate investment company, is said to be considering an approach. Rotch, a private property company, may also be interested.

I understand that 95% of the small shareholders (like us) have to agree to any bid or it won't go through.

As I suspect there is a lot of shareholder apathy so many will just do nothing - so to get a 95% yes vote would be very difficult.

I think it's unlikely they will get sufficient interest - hence why they want to sack the management and stop any shareholder pay out ..... shares are up a little this morning despite the market. Trading is fairly normal ..... I intend to hold out


ains

Thistle hints at white knight to save it from hostile bidder BIL
By Our City Staff - Indy - 01 April 2003


Thistle Hotels last night raised hopes that a white knight bidder could emerge with a counter bid to the 554.7m offer from Singapore's BIL International.

The hotel group, which has rejected a 115p-a-share cash offer from BIL, said yesterday it had received approaches from a number of parties. The announcement came after BIL said it would seek an extraordinary meeting to oust Thistle's chief executive, Ian Burke.

The Singapore-based group, controlled by the Malaysian tycoon Quek Leng Chan, is Thistle's biggest shareholder with a 45.8 per cent stake. The Singapore government holds another 20 per cent of Thistle.

Mr Burke said yesterday: "We have entered into discussions following approaches from a number of interested parties to determine whether there is a proposal which will generate additional value for our shareholders."

BIL's call for an EGM came as it posted its offer document to Thistle shareholders, triggering the 60-day bid timetable under Takeover Panel rules.

BIL sought to deflect potential white-knight bidders by saying it would not dispose of its stake for at least 12 months. BIL has argued its cash bid is the best way for investors to exit a company battered by the struggling hotels market and a global economic slowdown.

Thistle counters that BIL's bid was pitched well below the value of Thistle's assets, valued in Thistle's books at 210p a share. Thistle shares closed up 0.5p at 116p before the company announced the approaches.
1 April 2003 07:48

Thistle bidder draws barbed response
By Carolyn Batt (Filed: 01/04/2003) telegraph


The war of words intensified yesterday between Thistle Hotels and its predator and major shareholder BIL, after the Singapore-based company called for an extensive boardroom clean-out and refused to increase its bid price.

BIL, which is chaired by Malaysian tycoon Quek Leng Chan, dispatched an offer document to Thistle shareholders valuing the hotel company at 115p a share, or 555m, and insisted this was "full and fair" value. Some commentators had suggested the group might raise its bid to 125p.

The company also committed not to sell its 45.8pc stake in Thistle for the next year, a move likely to make "white knight" bids more difficult.

A BIL spokesman said: "We are in the invidious position of owning a significant stake in a hotel company in the current market, and yet not having full control. BIL is unhappy with the way Thistle has been run and believes it can do better itself."

But Thistle chairman David Newbigging accused BIL of attempting to "coerce the board" with its reshuffle plans, and dismissed the offer as "wholly inadequate".

A company spokesman added: "With 76p (a share) in cash on the balance sheet, their offer starts to look ridiculous. BIL have been preventing the company returning cash to shareholders, and now it's obvious the reason was they wanted it all themselves."

She slammed BIL's plans for a shareholder meeting to oust directors, saying: "In the last three years they've got rid of two finance directors and two chief operating officers.

Now it looks like they want to get rid of the independent directors as well. I don't think Mr Higgs would be very happy." BIL is also understood to be targeting chief executive Ian Burke in its planned shake-up.

Thistle intends to vigorously defend BIL's hostile offer. Late yesterday the company issued a statement saying that, "following approaches from a number of interested parties", it had entered discussions to consider proposals that might generate "additional value" for shareholders.

It is also understood that Thistle could try to persuade shareholders to vote against the offer by promising a special dividend if BIL is unsuccessful. Thistle has argued it is worth as much as 211p a share based on net asset value, a suggestion dismissed by BIL.

"We just do not credit that at all, and we believe the market does not credit that either because the shares are only trading at around a 1p premium to our offer," the BIL spokesman said. BIL's offer closes on April 22. Thistle shares closed 0.5 higher at 116p.

Thistle hits back as predator bares its teeth

NICK BEVENS Scotsman


BIL International, the Singapore firm bidding to take over Thistle Hotels, yesterday tightened the screws on its prey by attempting to appeal to Thistles shareholders to remove chief executive Ian Burke and his team.

But the hotels group countered with a statement suggesting that it had now received a variety of offers "from a number of parties" bidding to take over the firm.

BIL is Thistles biggest shareholder with a 45.8 per cent stake. Earlier this month it launched a hostile 554.7 million cash bid, but Londons biggest hotelier rejected it and is looking for a white knight rescue bid.

BIL, controlled by Malaysian tycoon Quek Leng Chan, said it will ask Thistle to hold an extraordinary general meeting to propose "substantial changes to the size and composition of the Thistle board".

Thistle has two executive board members, Burke and finance director Ian Durrant, and five non-executives not linked to BIL, including chairman David Newbigging and a representative of the government of Singapore, which has a 20 per cent stake in Thistle. There are two BIL non-executive directors on the board.

BILs move came as it posts its offer document to Thistle shareholders to start the clock ticking on the 60-day timetable under UK takeover rules.

BIL sought to deflect potential white knight bidders by saying that it would not dispose of its 45.6 per cent stake for at least 12 months.

BIL has argued its 115p-per-share cash bid is the best way for investors to exit a company battered by the struggling hotels market, a global economic slowdown and the Iraq war, although it floated Thistle at the higher price of 170p in 1996.

Thistle counters that BILs bid was pitched well below the value of Thistles assets, which include Londons The Royal Horseguards and Thistle Tower hotels, and valued in Thistles books at 210p-per-share.

In a statement to the LSE, Burke said Thistle has received approaches from a number of parties and that "these relate to a range of potential alternative transactions, including possible competing offers for Thistle and the disposal of certain of its hotel assets".

He added: "Discussions regarding these alternatives are at various stages and there can be no certainty that any such transaction will be concluded."

Looks like I will be holding on to mine for a while ......


LONDON (AFX) - Thistle Hotels PLC has clarified remarks credited to it in this morning's Financial Times.
It is quoted as saying institutions are resisting takeover offers below 140 pence a share.

"Thistle confirms that, whilst this may represent the views of certain institutions, Thistle has made no claim in this regard," a statement from the London's biggest hotelier said.

Today's comments are the latest in a long succession of exchanges between Thistle and BIL International, which is bidding 115 pence a share or 554 mln stg for the UK group.

I must admit I'm hanging on to mine. - Even considering increasing my stake (If I can bring down the ave cost per share to 1.25? Will have do do some maths!)

Hopefully Thistle can figure out a way to pay out the cash they are sitting on, which make them less attractive to BIL.

I think they intend to use the cash to part pay for the bid - sell a hotel or two or some other deal and they get the rest for free.

If we sit tight they will still want to do something - this will mean releasing the cash or a higher bid imho



ains

some heavy trading this morning - looks like one or two big blocks moving around - nearly 3 million so far

just opened an envelope with the BIL offer docs. Deadline is the 22 Apr. Not too impressed, spent about 10 minutes trying to take a look and then got bored! More stuff for the recycling bin.

I for one have no intention of accepting.

:-)) ..... not even bothered with mine ..... ticked up a little today @ 117/119p

Been on another BB and everyone there has been filling their recycling bin! So hopefully noone will be stupid enough to accept the offer.

My guess is they will get little response - current price is higher than their offer ..... I would expect this failure to be a catalyst for further M+A action




ains

ainsoph,
How is that going to happen with BIL holding 46%?
The only hope THO holder have is that BIL increase the existing offer.

More paper for the recycle bin. Their not getting mine for 115 and keeping the divi. I'd rather sit on them indefinately and have the divi's and possible cash back.

BIL is not the only avenue ..... they do not hold a majority of the stock and they do not dictate dividends. Sooner or later they have to get to grips with the fact they have hundreds of millions locked up .... I intend to sit on mine - no rush - hotels in central London don't just fade away.

They are trying to take the ball away but nothing is for ever and suspect they will get few takers - you can still get 117p in the market ..... only 4 small investors have taken it today.



ains

Woodstock

- BIL need 95% of the small shareholders to accept their offer, even though they hold such a large stake. (Not sure why, but I think they orginally owned most of Thistle before it went public and it may have been a condition of the sale which in turn allowed them to retain such a large stake.)

Little woman, BIL Int holds 46%, and has made a statement that effectively means that it cannot sells its stake to anyone else for a year.
I agree the offer will not be accepted but no one else can possibly buy Thistle, due to BIL Int self inposed lock in.
So ultimately it all comes down to the price that BIL Int are willing to pay to take Thistle back private, or if they are they only willing to pay 115p.
The 3p premium in the price at today's price suggests that most people think that BIL Int are not willing to increase the offer significantly, although a small increase to say 125 is the gamble premium in the price right now!
You can forget about special dividends and asset sales because during a takeover the resolutions needs only a majority vote to pass it, and when you have 46% in the bag you dictate what gets passed.
The Only reason to continue to hold these is if you think BIL Int are going to increase the offer.
I hold and remain a holder because I hope/believe that they (bil int) will increase the offer to 125p.
Little Woman ,Bil floated Tho in the mid nineties, since then it has held formal talks with Nommora at a price believed to around 2.40 and Then most recently Orb.
Woodstock

I guess we will need to see the articles of association to see just what BIL can do or cannot do but doubt whether they can stop a dividend being paid in due course.

The 12 months is already ticking away and like poker it is a question of bluff. We may be locked in but so are they ..... and they have more to lose. It seems unlikely that the companies advisers would allow them to make comments on asset sales etc unless there were a real chance to deliver imho.





ains

I've not seen any support for the offer, except by thier own shareholders!


BIL International Limited
11 April 2003



MASNET No. 24 OF 11.04.2003
Announcement No. 24


BIL INTERNATIONAL LIMITED

Special General Meeting


11 April 2003 - The Board of Directors of BIL International Limited ('BIL') is
pleased to announce that at the Special General Meeting ('SGM') of BIL held
today, all resolutions as set out in the Notice of SGM relating to the approval
of the Cash Offer for all the ordinary shares in Thistle Hotels Plc not already
owned by BIL, were duly passed.

Submitted by Jane Teah, Company Secretary on 11/04/2003 to the SGX

This information is provided by RNS
The company news service from the London Stock Exchange

Woodstock - I've held my shares since the company first went public all those years ago. I think am showing a 30-45% loss (depending how you want to work it out) after all this time. I'm in no hurry to take my loss - and like recieving the dividends. Even at 1.25 I wouldn't accept.

I believe the normally majority rules don't count because I think there is another shareholder who has always held 23% so BIL would just need them to agree. I'll try and do some homework.

nor me LW .... ticked down a little today but that was bound to happen. I am sure we will see an improved ofer but like yourself I am prepared to wait.

I was looking back and found that the second largest shareholder is the Government of Singapore who have already stated that they are going to reject the offer.

Defence document is out - says that BIL are offering only 39p for Thistle non-cash net assets

Talk of a return of capital - 50p a share maybe


ains

LONDON (AFX) - Thistle Hotels PLC said it is still in talks with a number of third parties which may lead to a competing offer for the group as it posted its official defence documents against the outstanding bid from BIL International Ltd.
While reiterating that the BIL offer "is opportunistic and at a wholly inadequate price," the group said it is continuing to review options to maximise value for the benefit of all its shareholders, and this includes considering possible competing offers.

Thistle's board said it is also reviewing the potential for a return of around 50 pence per share to all its shareholders from the 76 pence per share of cash on the group's balance sheet.

Of BIL's bid, Thistle said loss-making BIL is seeking to use Thistle's 367 mln stg of cash to help pay for its 300.5 mln stg offer.

Thistle chairman David Newbigging said: "BIL's offer is opportunistic and at a wholly inadequate price. Thistle shareholders own a company which has high quality assets and a strong business. It is worth considerably more than 115 pence per share."

He reiterated the board's advice for shareholders to reject BIL's offer.

Gerrard analyst David Liston says we are at an Impasse but I think BIL will have to move first if they want to break it ...



ains

SINGAPORE, April 11 (Reuters) - Singapore-based BIL International Ltd said on Friday it was confident of success in its hostile cash bid for Britain's Thistle Hotels Plc, despite reports of resistance by institutional shareholders.

BIL has argued its 115 pence a share cash bid is the best way for investors to exit the hotel company, which has been battered by a global economic slowdown and the impact of Iraq war. It originally floated Thistle at the higher price of 170p in 1996.

ADVERTISEMENT


Last week the Financial Times reported that institutions were resisting any offer below 140p.

"We are fairly confident of our bid succeeding," Arun Amarsi, BIL chief executive officer, told Reuters after BIL shareholders approved its 554.7 million pound ($867.4 million) offer.

BIL already owns 45.8 percent of Thistle, which is London's biggest hotel group.

Controlled by Malaysian tycoon Quek Leng Chan, BIL has asked Thistle to hold an extraordinary general meeting (EGM) to consider changes to the composition of the Thistle board.

BIL's pressure on Thistle comes after it posted its offer document on March 31, which gave shareholders until April 22 to accept the proposed deal.

Thistle has until April 14 to publish its official defence document.

Thistle has said that BIL's offer was pitched well below the value of Thistle's assets, which include London's The Royal Horseguards and Thistle Tower hotels and are valued on Thistle's books at 210p a share.

Amarsi declined to say whether BIL had held any talks with other major shareholders, including the Singapore government, which owns about 20 percent of Thistle.

Amarsi also said BIL is not considering taking in a partner. "We want our offer to succeed. BIL has said that it would ask Thistle to hold an EGM of shareholders to propose changes in the board," he said.

"We will look at the take-up of the offer and make a decision after that," Amarsi said.

BIL has sought to deflect potential white-knight bidders by saying that it would not dispose of its 45.8 percent stake for at least 12 months.

BIL shares finished down half a cent at S$0.415.

($1=.6395 Pound)

14.04.2003 9.39 am

Singapore-based BIL International Ltd said it was confident of success in its hostile cash bid for Britain's Thistle Hotels Plc, despite reports of resistance by institutional shareholders.

BIL has argued its 115 pence a share cash bid is the best way for investors to exit the hotel company, which has been battered by a global economic slowdown and the impact of Iraq war. It originally floated Thistle at the higher price of 170p in 1996.

Last week the Financial Times reported that institutions were resisting any offer below 140p.

"We are fairly confident of our bid succeeding," Arun Amarsi, BIL chief executive officer, told Reuters after BIL shareholders approved its 554.7 million ($1.62 billion) offer.

BIL already owns 45.8 per cent of Thistle, which is London's biggest hotel group.

Controlled by Malaysian tycoon Quek Leng Chan, BIL has asked Thistle to hold an extraordinary general meeting (EGM) to consider changes to the composition of the Thistle board.

BIL's pressure on Thistle comes after it posted its offer document on March 31, which gave shareholders until April 22 to accept the proposed deal.

Thistle has until April 14 to publish its official defence document.

Thistle has said that BIL's offer was pitched well below the value of Thistle's assets, which include London's The Royal Horseguards and Thistle Tower hotels and are valued on Thistle's books at 210p a share.

Amarsi declined to say whether BIL had held any talks with other major shareholders, including the Singapore government, which owns about 20 per cent of Thistle.

Amarsi also said BIL is not considering taking in a partner. "We want our offer to succeed. BIL has said that it would ask Thistle to hold an EGM of shareholders to propose changes in the board," he said.

"We will look at the take-up of the offer and make a decision after that," Amarsi said.

BIL has sought to deflect potential white-knight bidders by saying that it would not dispose of its 45.8 per cent stake for at least 12 months.

BIL shares finished down half a cent at S$0.415.

- REUTERS New Z

THO AGM, vote against Res # 3.

A bit like p*$$* in the ocean, but as they say ... every little helps.

not read mine yet but had a quick glance and see what you mean - I also note the res for share buy back ..... prob is trying to get everyone else to vote

shares have ticked up on low volumes 116/120p



ains

Not received mine yet - post being a bit slow, presume it'll turn up tommorrow but won't get a chance to take a look until the end of the week! But you all know what I think....

Mine arrived sat but not found the time to look through yet


Thistle Hotels mulls moves to thwart hostile bidder
14/04/2003 11:46


LONDON (Reuters) - Thistle Hotels has said it is in talks with other potential suitors and could return cash to investors as it battles a 554.7 million pound bid from its biggest shareholder.

Londons largest hotelier said it had received several approaches that could lead to offers for all or parts of its business, and that it was considering returning about 50 pence per share, or around 240 million pounds, to shareholders.

But analysts think the firm will have a tough time fighting the hostile 115-pence-per share bid from BIL International , as the Singapore-based investment firm already owns 45.8 percent of Thistle.

Controlled by Malaysian tycoon Quek Leng Chan, BIL launched its bid for Thistle on March 4, and posted its offer document to Thistle shareholders on March 31, starting the clock on the 60-day bid timetable under UK takeover rules.

Monday is Day 14, the last day that Thistle can publish its official defence document.

"The timing of BILs offer is opportunistic and seeks to capitalise on a cyclical low point in the hotels sector," the owner of Londons Royal Horseguards and Thistle Tower hotels said in the defence document.

Hotel groups across the world are suffering from the global economic downturn and a drop in tourism following the September 2001 attacks on the United States.

But Thistle has fared worse than most, as 16 of its 18 owned or leased hotels are in London, which is particularly exposed to the drop in international and business travel.

Thistle said BILs bid was worth only 39-pence-per-share, adjusting for the 76-pence per share, or 367 million pounds, cash on the hoteliers books at December 29, 2002.

BIL, which was founded in 1961 as Brierley Investments Ltd in New Zealand and floated Thistle at 170p per share in 1996, has sought to deter potential rival bidders by saying it would not sell its stake in Thistle for at least 12 months.

It has also called on Thistle shareholders to unseat the hoteliers Chief Executive Ian Burke and other board members.

At 1115 GMT, Thistle shares were unchanged at 116-1/2p.

Thistle is being advised by Merrill Lynch and Deutsche Bank. BIL is being advised by HSBC.


2003 Reuters

LONDON (SHARECAST) - Thistle Hotels offered its shareholders the carrot of 50p cash back and said that it is in talks with other parties as it stepped up its campaign to see off hostile bidder BIL.

BIL, which is Thistle's largest shareholder, has offered 115p cash per share for the outstanding shares it does not own. Thistle says stripping out the cash that amounts to just 39p a share for its non-cash net assets, a 71% discount to their book value.

Thistle added that BILs approach is opportunistic, as it is seeking to capitalise on a cyclical low point in the hotel sector, adding that BIL plans to finance its proposed 300.5m offer by using the 367m of cash on Thistles balance sheet.

If they do get the 50p cash back through, do you know what the qualification date would be?

no idea ..... but guess it will be from day before its announced or something like that - doubt they will go back in time



ains

I tried the Invester help line but it's not available until tommorrow! I then tried the company and spoke to the company secretary who didn't know. Apparently Ian Burke, Chief Executive Officer will ring me back when he's free. I won't hold my breath but if he does I'll let you know.

They do usually call back :-))

Thistle opens its defence with 240m for investors
By Susie Mesure indy
15 April 2003


Thistle, the hotel group fighting a hostile bid from its biggest shareholder, pledged yesterday to return 240m to its shareholders, as it kicked off its defence against the Singapore-based BIL investment group.

The hotelier, which has been under pressure to return cash since it sold off 37 sites in a sale-and-leaseback deal last year, also confirmed it had received a number of other approaches for its business. Accor, of France, and Starwood Capital and Strategic Hotel Capital, both of the US, are thought to be among the interested parties.

Ian Burke, Thistle's chief executive, attacked the 115p-a-share offer from BIL, worth 554m, as "opportunistic". Alluding to the collapse in corporate travel since 11 September 2001, he said: "This is a cyclical industry and we are at a lower point. An upturn usually follows a downturn."

But BIL, formerly Brierly Investments Limited, countered by claiming that after the Gulf War in 1991 "it look Thistle six years to exceed pre-Gulf War operating profit levels. Both geopolitical risk and global economic uncertainty are greater now than in the early 1990s. Any potential recovery could take even longer."

Mr Burke said Thistle had 76p a share of cash on its balance sheet and could return 50p a share to investors either via a share buyback or a special dividend. Under City takeover rules, he said the move would require approval by a simply majority if the cash were returned during the offer period.

BIL, which already owns 46 per cent of Thistle and has two directors on the hotel group's board, defended the level of its 115p-a-share bid on the grounds that the group's share price had "already contained a large element of bid premium" before it launched its offer. Thistle shares closed up 2p at 118.5p.

But Thistle argued that the bid was actually worth only 39p a share, after adjusting for the cash on its books. Its accounts showed that its net assets were worth 211p a share, although BIL said a NAV basis of valuation was "appropriate to property investment companies not trading hotel companies".

Thistle also pointed out its assets were valued in BIL's books at 220p a share.

Whether Thistle stands a chance of defeating BIL will hinge on what the government of Singapore, which owns 20 per cent of BIL's shares, decides to do with its stake. Meanwhile, a number of institutional investors including Tweedy, Brown, of the US, and the UK's Insight Investment Management have indicated their support for Thistle.

BIL, which acquired Thistle in 1990, two months after Iraq invaded Kuwait, later floating it at 170p a share in 1996, has sought to deter potential rival bidders by saying it would not sell its stake in Thistle for at least 12 months.
14 April 2003 23:45

Lots of coverage in all the Nationals ...... this is from the FT


Thistle may return cash to shareholders
By Lisa Urquhart in London
Published: April 14 2003 12:35 | Last Updated: April 14 2003 12:35


Thistle, the hotel group fighting a hostile bid from its leading shareholder BIL, on Monday said it was considering offering shareholders a 50p-a-share from its cash reserves.


Thistle, which has about 76p a share on its balance sheet, held out the sweetener as it posted its final defence document and continued to describe BIL's 300.5m ($472m) bid as "wholly inadequate" and opportunistic.

David Newbigging, Thistle chairman, said the business was worth considerably more than the 115p a share that BIL was offering and he urged shareholders to follow the board's advice and reject BIL's offer.

Thistle said that it had continued to receive approaches from "a number of parties" that had included possible competing offers and the sales of some of its hotel chain.

The group said that these discussions were at various stages and were continuing.

Thistle also accused BIL of trying to use its large cash balance of 367m to fund the bid for the hotel chain. Defending its stance, Thistle pointed to BIL's smaller market capitalisation and debts of $538.4m, saying BIL could afford to take on more debt to acquire Thistle.

postie has just delivered the 30 page management reject document ..... another long read .... shares still above the offer

The Board of Thistle* announces that shareholders representing more than 39 per
cent. of Thistle's entire issued share capital, and more than 72 per cent. of
the issued share capital not owned by BIL, have confirmed to Thistle that they
do not intend to accept BIL's offer of 115 pence per Thistle Share.


David Newbigging, Chairman of Thistle commented:


"We are delighted to have received such a significant level of support from
shareholders. This strongly reinforces our view that BIL's wholly inadequate
offer significantly undervalues the Company."

Note the talk of 140p


Thistle investors reject 555m BIL offer
By Peter John in London FT
Published: April 15 2003 17:07 | Last Updated: April 15 2003 21:09


The struggle for control of Thistle Hotels became more finely balanced on Tuesday as the company announced it had secured the support of most of its institutional shareholders.


It said 39 per cent of its investors had written to say they did not intend to accept the 555m($874m) offer from BIL, the Singapore investment group and hostile bidder, which has almost 46 per cent.

That leaves the two camps on a more even footing and means that only 15 per cent of investors are undecided.

The statement also implies that the government of Singapore - the group's second-biggest holder with 20 per cent - is resisting the offer.

David Newbigging, Thistle's chairman, said: "We are delighted to have received such a significant level of support from shareholders. This strongly reinforces our view that BIL's wholly inadequate offer significantly undervalues the company."

However, analysts said Thistle had not received "irrevocable" undertakings and shareholders were, therefore, able to keep their options open about the 115p-a-share offer.

Several institutions have hinted that 140p a share might be enough to secure their support.

Jeffrey Harwood, at ETrade Securities, said: "This indicates that a majority of the independent shareholders consider that a bid of 115p is completely unacceptable but it does not mean they won't change their minds if BIL comes back with more. It just reflects the hostile view of the level of the offer and also of the aggressive tactics being used."

BIL has said it will hold on to its stake for at least 12 months, whatever the outcome of the bid. This would make it very difficult for any competitor to gain overall control. BIL has also promised to call an extraordinary meeting and demand the sacking of most of the existing board.

Finally, the company has promised to block any attempts by Thistle to sell any of its 18 hotels.

BIL saidTuesday: "We note the statement from Thistle with regard to the current intentions of certain Thistle shareholders. BIL observes that, regardless of this, all of these shareholders can still accept BIL's offer in due course."

Thistle investors rebuff BIL bid
By Susie Mesure Indy
16 April 2003


Thistle Hotels yesterday piled pressure on its largest investor to increase a 115p-a-share hostile bid by revealing that more than one-third of its shareholders did not intend to accept BIL's takeover offer.

The company said more than 39 per cent of its shareholders had told it that they planned to reject the cash offer from the Singaporean investment group.

Thistle has rebuffed BIL's bid, worth 554m, as an attempt to buy it "on the cheap at a low point in the cycle". Hotel groups have been hit by the collapse in international travel since 11 September 2001, made worse by the economic downturn and America's invasion of Iraq.

David Newbigging, Thistle's chairman, said: "This strongly reinforces our view that BIL's wholly inadequate offer significantly undervalues the company." Crucially, Thistle's supporters include the Singapore government, which owns 20 per cent of the group. They also include Tweedy, Brown, of the US, and Insight Investment Management, of the UK. BIL needs a minimum of 75 per cent acceptances to de-list Thistle, its spokesman added.

But a spokesman for BIL, which already has a 45.8 per cent stake, dismissed these expressions of support as not legally binding. He added: "BIL observes that, regardless of this, all of these shareholders can still accept BIL's offer in due course."

A key plank of Thistle's defence is its pledge to dip into its 367m cash pile and return 50p-a-share to investors. Thistle shares were flat at 118.5p.

Thistle opposition to BIL offer grows
By Alistair Osborne (Filed: 16/04/2003)


Thistle Hotels' chances of defending a 115p-a-share bid from its major shareholder, Singaporean investor BIL, improved yesterday when it revealed investors holding 39pc of the stock had pledged not to accept the offer.

The pledges bring the support for the board close to the level of BIL, which owns 45.8pc of shares. Some 6pc-8pc more of the stock is held by retail shareholders and tracker funds.

The Government of Singapore, with almost 20pc of the shares, is understood to be backing the board, alongside Tweedy Brown, Insight and Morley.

David Newbigging, Thistle chairman, said: "This strongly reinforces our view that BIL's wholly inadequate offer significantly undervalues the company."

BIL did not say if it would raise its cash bid, which values Thistle at 554m.

It said the pledges were merely "current intentions", which are neither irrevocable or legally binding and added: "BIL observes that, regardless of this, all these shareholders can still accept BIL's offer in due course."

hmmmmmmmm

LONDON (AFX) - BIL International Ltd said it now owns, or has received valid acceptances in respect of, a total of 222,230,521 Thistle shares, representing around 46.1 pct of the existing issued share capital.
In a statement BIL said it "strongly urges Thistle shareholders to accept its full and fair offer" by no later than 3.00pm on April 22 2003.

On March 4, Thistle Hotels rejected the cash offer of 115 pence per share by its largest shareholder, Singapore-based BIL, which values the group at 555 mln stg.

newsdesk@afxnews.com

The Board of Thistle* notes the announcement today by BIL International Limited
('BIL') that it has received acceptances representing only 0.2 per cent. of the
existing issued share capital of Thistle. This very low level of acceptances
underlines the Board of Thistle's* view that BIL's offer is wholly inadequate.


Thistle shareholders should, in particular, note that BIL's offer remains
conditional upon valid acceptances being received in respect of not less than 90
per cent. of the Thistle shares not owned by BIL, not merely on BIL achieving an
aggregate holding in excess of 50 per cent. of Thistle's existing issued share
capital.


The Board of Thistle* urges shareholders to continue to reject BIL's offer and
not to complete any form of acceptance.

The offer has been extended but do not see anyone else accepting ....... they picked up just over a million shares first time around and despite a promised 2nd follow up sell note - I cannot see any takers.



ains

I agree. Not heard anything more about the special dividend.

guess these things take time ...... share price still above the offer :-))

Low level of acceptance for BIL's bid for Thistle
By Peter John in London FT
Published: April 23 2003 11:43 | Last Updated: April 23 2003 17:27


BIL, the company bidding for Thistle Hotels, on Wednesday stepped up the war of words as it announced that fewer than 1 per cent of the shareholders had accepted its offer.


The Singapore-based investment company, which is already the majority shareholder in the hotels group with 45.8 per cent, said that by the offer's first closing date, it had received acceptances in respect of 1.36m shares, representing some 0.3 per cent.

BIL accused Thistle's management of presiding over a near-60 per cent slump in operating profits over the past four years and said that costs had leapt by more than 70 per cent, even though the number of hotels had halved.

It also argued that increasing competition was further undermining profitability. It said four new hotels threatened trade at the flagship Thistle Tower hotel in central London.

Analysts said the low take-up implied the bid would probably last for the full 60 days of the offer period, with BIL waiting until the last possible moment to increase its terms. It has offered 115p a share, or 555m ($875.6m), while Thistle claims that the company is worth 211p a share. Several institutions have signalled that they might be happy with 140p a share.

Thistle continued to recommend that shareholders reject BIL's offer.

David Newbigging, the chairman, said: "This very low level of acceptances shows that our shareholders find BIL's arguments unconvincing. BIL's offer significantly undervalues Thistle and the board of Thistle urges shareholders to continue to reject this attempt to acquire Thistle at a wholly inadequate price."

One leisure analyst said: "It is predictable that they have got no acceptances. I think the 115p offer will get nowhere and they are just going through the motions of the takeover period at the moment."

The offer was extended until May 2. That locks the bid into a time-frame that allows BIL two further two-week extensions until it is forced to lapse under Takeover Panel rules.

Thistle said last week that 39 per cent of shareholders had written to say they did not intend to accept BIL's offer. Its statement implied that the government of Singapore - the group's second-biggest holder with 20 per cent - was resisting the offer. Thistle has also offered a potential 50p-a-share carrot out of its net cash pile of 367m to persuade shareholders to remain loyal.

However, analysts have said Thistle has not received "irrevocable" undertakings and shareholders were, therefore, able to keep their options open. Thistle shares were marginally higher on Wednesday at 119p.

LONDON (AFX) - InterContinental Hotels Group PLC said revenue in the three months to March 31 was hit by the negative effect on travel caused by the war in Iraq, the weak global economy and the SARS outbreak.
In its first trading update since the demerger from Six Continents, Intercontinental said it experienced pressure on hotel margins during the period, largely due to the fact that growth in revenue was occupancy-led.

As a result of all these influences profits in the period, as in the previous 3 months, were substantially lower than last year, the company said.

odd ..... ticked up on what looks like a big sell ...... 5/12 mm's have turned blue ..... now 119/122p



ains

Big sell (compared to other deals) went through late in afternoon - didn't seem to affect the price!

The latest update on offer has just arrived ..... and binned

Trading is quiet today with less than 5k traded



ains

ains, me too, more for the recycle skip!

Having invested a big chunk of time and money - I cannot see them just walking away from it ..... the 'wont sell for 12 months' stance is two edged and doubt they will want the world to see them as losers ..... nor will they want to be locked in. If the shares fall I will add andput them away for better times or another bid.

My guess is a better offer at say 145p in near future.


ains

I must admit, I've been considering buying more for quite a while, to reduce my ave cost price of my holding. But keep putting it off, and currently only investing for the short term.

I can understand the ST approach and not thinking of adding to my THO holding right now but if they do fall after the bid expires I will jump in

Fresh blow for Orb as Thistle sale turns sour

Secretive Jersey-based company may recoup less than it paid for hotel group

Jamie Doward, deputy business editor
Sunday April 27, 2003
The Observer

Attempts by Orb Estates, the secretive company at the centre of a Serious Fraud Office investigation, to sell 37 Thistle hotels to Newcastle tycoon Allan

Rankin for750 million, have come unstuck.
The Jersey-based firm has been trying to dispose of the hotels to Rankin for weeks in an attempt to pay off creditors. Rankin, a close business associate of Jon Pither, a 'serial' director and former adviser to Orb, said the deal was 'a dream come true'.

But sources familiar with the situation say Rankin is no longer in the running, leaving the way open for two other parties. An announcement on the eventual winner is expected within the next two weeks. The company leading the pack is said to be a financial bidder that has so far not been linked with the deal.

News that Rankin has failed to acquire the Thistle hotels portfolio could be a serious blow for Orb. The company needs to pay off outraged investors in bombed-out dotcom firm Izodia, in which Orb owns a 29 per cent stake. Shortly after acquiring the stake, 33m of the firm's cash was transferred into an account belonging to an Orb subsidiary, a move that prompted the SFO to investigate. The company also owes a number of banks more than 30m and the Thistle hotel group around 15m.

Although Rankin pledged to buy the hotel portfolio for 750m it is not clear how he would raise the cash. Sources say advisers for Rankin had started sounding out interested parties to buy chunks of the hotel group within weeks of him buying the assets.

His removal from the bidding war leaves open the prospect that the eventual buyer may end up acquiring the hotel assets for significantly less than the 600m Orb paid for them last year.

The hotel sale is being masterminded by Morgan Stanley. The bank is attempting to ensure that all parties are satisfied with the outcome and has presided over a complex series of discussions to produce a settlement.

One party keenly involved in the negotiations is Laxey Partners, which holds a sizeable stake in Izodia, has a rep resentative on its board, and has been vigorously pressing Orb to return the missing millions. However, in a move that once again highlights the Byzantine complexity of Orb's network of business dealings, it appears that the Jersey company has been involved in transactions with Laxey in the past.

In April 2002, Laxey sold a 17 per cent stake in Izodia to MU Nominees, a company that had bought a sizeable interest in another Orb investment, Atlantic Caspian Resources in 2000. MU Nominees bought the Atlantic Caspian stake on behalf of Jersey Asian Venture Fund ILP - a joint venture with Orb's parent company Lynch Talbot. The revelation will once again draw attention to the strange links between Orb and Izodia.

Last year, Pither stood down as Izodia chairman Pither following advice from the Takeover Panel. Investors had expressed concerns that, as a former director and close business associate of Abingdon Capital, Orb's main financial adviser, Pither was open to a conflict of interest claim.

I note the new '2002 most improved uper full service hotel brand' ads running in todays press



ains

The Board of Thistle* is today posting a circular to shareholders in response to
BIL International Limited's ('BIL') document dated 23 April 2003. The Board of
Thistle* continues to believe that BIL's offer significantly undervalues Thistle
and reiterates its recommendation that shareholders should reject BIL's offer
and urges shareholders not to complete any form of acceptance.

Received my circular this morning ..... share price flat and still above the offer


The Board of Thistle* notes yesterday's announcement by BIL International
Limited ('BIL') confirming that Thistle shareholders who have already accepted
or who accept BIL's offer may withdraw their acceptances.


Thistle shareholders who have already validly accepted BIL's offer, and who now
wish to withdraw their acceptance, should call the Thistle Shareholder Helpline
on 0845 200 1863 (or +44 20 7864 9177 if calling from outside the UK) to request
a form of withdrawal.


The Board of Thistle urges Thistle shareholders to continue to reject BIL's
offer and, if they have already accepted, to withdraw their acceptance.

reverse take over maybe :-))



BIL INTERNATIONAL LIMITED



SUBSTANTIAL INCREASE IN TRADING VOLUME



We, BIL International Limited ("BIL"), refer to the Exchange's query on 30 April
2003 concerning a substantial increase in the trading volume of BIL shares
today.



We wish to state that we are in the course of a takeover offer ("Offer") for
Thistle Hotels plc. Save for the Offer, we are not aware of other possible
explanations for the substantial increase. An appropriate announcement will be
made as and when any development arises which requires disclosure. We confirm
that we are in compliance with the SGX listing rules and, in particular, listing
rule 703.

ticking up on low vol ..... could be interesting if BIL come under offer



ains

Increased offer coming

bit tight timing wise


INCREASED* OFFER OF 130 PENCE PER SHARE IN CASH

Introduction

The board of BIL announces the terms of an increased* cash offer made by HSBC on
behalf of BIL (UK), a wholly owned subsidiary of BIL, to acquire the whole of
the issued and to be issued share capital of Thistle not already owned by the
BIL Group (the 'Increased Offer').

The Increased Offer

The Increased Offer is made by HSBC on behalf of BIL (UK) on the following
basis:
for each Thistle Share 130 pence in cash**

The Increased Offer values the whole of the existing issued ordinary share
capital of Thistle at approximately 627.1 million.

The Increased Offer Price represents approximately:

a premium of 46.1 per cent. to Thistle's Closing Middle Market Price of 89
pence per share on 29 January 2003, the last business day prior to Investec
re-rating Thistle based on 'potential for corporate action';

a premium of 30.0 per cent. to Thistle's Closing Middle Market Price of
100 pence per share on 20 February 2003, the last business day prior to the
announcement by BIL that it was contemplating making an offer for Thistle;

a premium of 7.9 per cent. to Thistle's Closing Middle Market Price of
120.5 pence per share on 29 April 2003, the last business day prior to the
date of this announcement;

a multiple of 9.4 times Thistle's 2002 pro-forma EBITDA; and

a multiple of 30.7 times Thistle's 2002 pro-forma earnings.


Save as set out in this announcement*, the Increased Offer is subject to the
same terms and conditions as those set out in Appendix I to the Original Offer
Document which shall be deemed to be incorporated in and form part of this
announcement.

General

The Increased Offer remains open for acceptance until 3.00 p.m. (BST) on 2 May
2003. Thistle Shareholders who have not already done so should complete and
return their Form of Acceptance as soon as possible.

Breaking news ...... Thistlr board have jst said they will look at the increased offer

LONDON (SHARECAST) - BIL has increased its cash offer for Britain's Thistle Hotels to 130p per share, valuing the hotelier at 627m.

Singapore-based BIL, which is Thistle's largest shareholder with a 45.6% stake, had its initial 115p-per-share hostile bid for the remaining shares strongly rejected by theThistle board which claimed BILs approach was opportunistic and trying to cash in on a cyclical low point in the hotel sector.

Thistles portfolio of hotels in London has been hit hard by the absence of tourists over the past year, especially from the US. The hotel group also has cash holdings of over 350m on its balance sheet.

Earlier in the day BIL had said it was not aware of any reason for a big surge in dealing in its shares.

The Board of Thistle* notes today's announcement by BIL International Limited
('BIL') of an increased offer for the shares in Thistle it does not own.


The Board of Thistle* is consulting with its advisers to consider its response
and will make a further announcement shortly. In the meantime, the Board of
Thistle* recommends that shareholders take no action in relation to their
Thistle shares.

The offer is still to low for me!

inclined to agree ..... you would have to be quick anyway




BIL raises hostile offer for Thistle to 627m
By Susie Mesure indy
01 May 2003


BIL, the Singaporean investment group, last night raised its hostile takeover offer for Thistle Hotels by 15p to 130p, valuing the London-based hotelier at 627m.

Thistle, which is fighting the bid from its biggest shareholder, is expected to issue its response to the fresh approach today. It urged investors to take no action while it weighed up the move.

BIL, which owns 45.8 per cent of Thistle, said the offer represented cash certainty in uncertain markets. It increased its bid just days after Thistle said that more than 39 per cent of its investors supported its rejection of BIL's bid.

Mark Reed, at Teather and Greenwood, said: "It's borderline whether it will succeed or not." He added that hotel stocks had begun rallying in anticipation of a recovery in business, which made BIL's offer appear even less generous.

BIL, which floated Thistle at 170p a share in 1996, has threatened to delist the company if it amasses a stake of more than 50.1 per cent. If that happens, the Singaporean group, formerly known as Brierley Investments Limited, plans to requisition an extraordinary meeting to remove Thistle's management, led by Ian Burke, the chief executive.

Thistle's bid defence rests on a possible white knight bid and its plans to return about 240m, or 50p a share, to investors.

BIlL wants them badly.
Good time to be getting aboost with the sector on the ropes

http://www.polskishop.com/1_05_03.htm

STOCKSURGERY
www.polskishop.com

Hmmmmmmmmm ..... you wonder how the FSA and LSE allow this kind of situation where a substantial minority holder can just bully other shareholders into submission .... will be intesting to see what the board have to say later.

I hold a fair number and will wait on their comments before deciding on my action. I am not desperate for the cash and would have preffered to stay with them. I assumme the increased offer still includes the divi that would have been paid.

ains


The board of BIL announces that as at 7.30 a.m. (BST) today, valid acceptances
under the Increased Offer had been received in respect of a total of 32,984,320
Thistle Shares, representing approximately 6.8 per cent. of the existing issued
share capital of Thistle*. Accordingly, the BIL Group now either owns**, or has
received valid acceptances in respect of, a total of 254,078,960 Thistle Shares,
representing approximately 52.7 per cent. of the existing issued share capital
of Thistle.


BIL is also pleased to announce that the Increased Offer has today been declared
unconditional in all respects.


The Increased Offer is now final and will not be revised or increased. The
Increased Offer will remain open for acceptance until further notice.


Settlement of the consideration due under the Increased Offer in respect of
valid acceptances received, and not withdrawn, at or before the time of this
announcement will be despatched by 15 May 2003 and, in the case of valid
acceptances received after such time and date, within 14 days of receipt of such
acceptance, valid and complete in all respects.


Thistle Shareholders who have not yet accepted the Increased Offer should
complete and return their Forms of Acceptance as soon as possible. Thistle
Shareholders who have validly accepted the Original Offer and have not withdrawn
their acceptances will receive the Increased Offer Price due under the Increased
Offer and need take no further action.


BIL (UK) intends, as soon as it becomes entitled to do so, to apply the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding Thistle Shares to which the Offer relates.


BIL also intends, when practicable, to procure that Thistle applies for the
cancellation of the listing of Thistle Shares on the Official List of the UK
Listing Authority and for the cancellation of trading in Thistle Shares on the
London Stock Exchange's market for listed securities.


Commenting on today's announcement, Arun Amarsi, Chief Executive of BIL, said:


'We are delighted to declare the Increased Offer unconditional in all respects.
Thistle Shareholders clearly recognise the merit of the certain value
represented by our fully priced all-cash offer, especially when viewed against
Thistle's historic underperformance and poor future outlook in challenging
markets.


We urge those Thistle Shareholders who have not already accepted the Increased
Offer to do so as soon as possible.'

Gerrard analyst David Liston thinks it's all over ..... still waiting on board comment

people give in too easy!

I hope it's not over!

Not yet ...... KBC peel Hunt analyst Peter Joseph says they need 90% to delist and they cannot reach this figure unless singapore gov say yes but points out peeps dont like being a minority .... waiting on the board

Thursday May 1, 08:49 AM




BIL wins backing for Thistle Hotels bid

LONDON (Reuters) - Singapore investment group BIL International says it has enough shareholder support to push through its bid for Thistle Hotels, leaving the hotelier virtually no way out.


"BIL Group now either owns, or has received valid acceptances in respect of, a total of 254,078,960 Thistle Shares, representing approximately 52.7 percent of the existing issued share capital of Thistle," BIL said in a statement.


BIL also said that its sweetened offer for London's largest hotel group was now final and would not be increased.


On Wednesday, BIL boosted its cash offer for Thistle by 15 pence per share to 130p per share, valuing the hotelier at 627 million pounds. This was still below the 170p share price at which BIL floated Thistle in 1996.


Thistle told shareholders on Wednesday to take no action as it consults with advisers. A full response was seen likely later on Thursday.


Hotel groups around the world are struggling with faltering consumer spending and a drop in international travel, triggering a flurry of speculation about mergers and acquisitions.


BIL, controlled by Malaysian tycoon Quek Leng Chan, has argued that Thistle shareholders risked staying with the company in a deteriorating competitive environment and increased economic uncertainty.

01 May 2003 10:18 BST

BIL has backing to grasp Thistle

By F. Brinley Bruton
LONDON (Reuters) - Singapore investment group BIL International says it has enough shareholder support to push through its bid for Thistle Hotels, leaving the hotelier virtually no way out.

BIL, already Thistle's THO.L largest shareholder with a 45.6 percent stake, said it owned or has received acceptances on 254,078,960 of the hotelier's shares, or about 52.7 percent, putting it firmly in the driver's seat.

BIL also said that its sweetened offer for London's largest hotel group would not be increased and was unconditional -- meaning that shareholders are assured prompt payment if they accepted.

Thistle's shares were unchanged at 128p in early trade, just under BIL's boosted offer of 130p per share.

On Wednesday, BIL raised its cash offer by 15p per share, valuing the hotelier at 627 million pounds. This was still below the 170p share price at which BIL floated Thistle in 1996.

"Thistle shareholders clearly recognise the merit of the certain value represented by our fully priced all-cash offer, especially when viewed against Thistle's historic underperformance and poor future outlook in challenging markets," BIL's Chief Executive Arun Amarsi said in a statement.

Hotel groups around the world are struggling with faltering consumer spending and a drop in international travel, triggering a flurry of speculation about mergers and acquisitions.

A spokesman for Thistle would not comment on BIL's latest move. The firm told shareholders on Wednesday to take no action as it consults with advisers. A full response was seen likely later on Thursday.

BIL, controlled by Malaysian tycoon Quek Leng Chan, has argued that BIL shareholders risked staying with the company in a deteriorating competitive environment and increased economic uncertainty.

Thistle set for hotels sell-off
1 May 2003, Evening Standard

IX luxury landmark London hotels, worth up to 700m, could come on to the market this summer after owner Thistle Hotels was sold today for 627m. The London hotels - including the Royal Horseguards in Whitehall - were put up for sale as part of a defence strategy against a 130p-per-share bid for the group from Singapore-based shareholder BIL, which went unconditional today.



Potential buyers for the six hotels include Blackstone, the private equity group that owns the Savoy. Thistle's 18 hotels give a net* asset value per share of 211p.


The group is due to delist and go private.

BIL clinches Thistle Hotels
by Brian Cattell in London
Updated 07:14 AM EST, May-1-2003

Singapore investment group BIL International Ltd. said Thursday, May 1, it has received sufficient acceptances of its offer for Britain's Thistle Hotels plc to force the hostile bid through.
BIL, which already owns 45.6% of Thistle, said it has received acceptances on an additional 7.1% of the hotel operator's shares, giving it of a 52.7% block of shares.

Following an initially lukewarm response from Thistle shareholders, BIL Wednesday raised its offer for the hotelier by 15 pence to 130 pence per share. The increased offer values London-based Thistle at 627 million ($1 billion).

Thistle's independent directors, however, argue that BIL's offer is opportunistic and substantially undervalues the hotel group. The 130 pence per share offer is far below a net asset value per share for Thistle that the independent directors say is over 200 pence per share. The BIL offer is also well short of the 170 pence per share at which BIL sold Thistle in an initial public offering in 1996.

"Thistle shareholders clearly recognize the merit of the certain value represented by our fully priced all-cash offer, especially when viewed against Thistle's historic underperformance and poor future outlook in challenging markets," BIL chief executive Arun Amarsi said in a statement.

Game over. Not the outcome I had hoped for, and no divi so 126.6p net. Would have preferred to have kept taking the divis and also had the talked about cash distribution. That's the trouble with buying into a company that has one major shareholder. It doesn't take too much for them to get control.

Not over yet .... wait on the boards reply ..... they may not yet give in

ains, we can but live in hope!

statement from board soon .... bit wishy washy

That's it then ..... we lose out



THISTLE HOTELS PLC ('THISTLE')
RESPONSE TO BIL INTERNATIONAL LIMITED'S ('BIL') REVISED OFFER


The Board of Thistle* has noted BIL's announcement dated 30 April 2003 stating
that it has increased its offer from 115 pence to 130 pence in cash per Thistle
share (the 'Revised Offer'). Under the terms of the Revised Offer, BIL will
retain the recommended final dividend for 2002 of 3.4 pence per Thistle share.
The Board of Thistle* has also noted BIL's announcement dated 1 May 2003 stating
that it owns or has received valid acceptances in respect of, in aggregate,
approximately 52.7 per cent. of the existing issued share capital of Thistle and
that the Revised Offer is now declared unconditional in all respects. The Board
of Thistle*, having consulted with its advisers, sets out below its views on the
Revised Offer and its recommendation to Thistle shareholders.


The Board of Thistle* is of the view that the Revised Offer, which it notes is
now final, still fails to reflect Thistle's underlying value and prospects.


However, given that the Revised Offer has now been declared unconditional in all
respects and BIL has stated its intention to de-list Thistle shares when
practicable, shareholders who do not accept the Revised Offer will own shares in
an unlisted company controlled by BIL.


Whilst the Board of Thistle*, which has been so advised by Merrill Lynch
International, considers the Revised Offer to be inadequate, for the reasons
stated above they recommend that shareholders accept the Revised Offer, as they
will be doing in respect of their own beneficial shareholdings. In providing
advice to the Board of Thistle*, Merrill Lynch International has taken into
account the Board of Thistle's* commercial assessments.

A lot of volume going through now - over a million shares

not a lot of point in holding shares in an unlisted company - may as well take the offer or sell in the market - currently 129p

just tracking mine down and will post tonight - a profit is a profit - about 36% since we started



ains

All very sad and think the FSA should look into these situations but at least I don't have to stay in their hotels ever again .....


BIL gains control of Thistle as board relents
By Philip Aldrick (Filed: 02/05/2003) Telegraph


Singapore investment group BIL International yesterday won control of Thistle Hotels, in which it has a 45.8pc stake, after raising its initial 115p-a-share bid to 130p and winning 6.9pc of acceptances.

Having secured total acceptances of 52.7pc, BIL declared its 627m offer unconditional and said it would not be raised further. Thistle reluctantly threw in the towel.

"While the board of Thistle considers the revised offer inadequate, they recommend shareholders accept it," the company said in a statement. BIL intends to delist Thistle shares, which would leave remaining shareholders in "an unlisted company controlled by BIL".

What is understood to have clinched the deal for BIL is the support of the Singapore government, which holds 20pc of the company through a number of investment vehicles. Thistle's largest institutional investors are thought to have been holding out for a better offer.

Thistle, which was advised by Merrill Lynch, tried to fight off the hostile approach by accusing its largest shareholder of exploiting the economic downturn and the effect of the Iraq war to buy the company "on the cheap". BIL, advised by HSBC, originally floated Thistle in 1996 at 170p.

Thistle has 367m in cash on the books, which means the bid values London's biggest hotelier's non-cash assets at just 54p a share. Thistle has claimed it is worth, in total, 211p a share. The shares yesterday closed up 0.5 at 129.5p.

BIL chief executive Arun Amarsi said in a statement: "Thistle shareholders clearly recognise the merit of the certain value represented by our all-cash offer, especially when viewed against Thistle's historic underperformance and poor future outlook in challenging markets."

From FT - see last paragraph



Thistle recommends BIL bid but under protest
By Fiona Strain in London
Published: May 1 2003 11:37 | Last Updated: May 1 2003 20:40


Thistle Hotels was forced to give up its battle for independence on Thursday when BIL took control of the group after boosting its stake from 46 per cent to 52.7 per cent.


The board of the London hotels group buckled under the pressure from BIL, the Singapore-based aggressor, and decided to recommend that shareholders accept the raised offer. However, it was grudging in defeat, saying the bid "still fails to reflect Thistle's underlying value and prospects".

BIL increased its bid by 15p a share to 130p late on Wednesday and subsequently revealed it had received acceptances representing another 6.8 per cent of the hotels group. Thistle shares were steady at 129-1/2p.

BIL also said the new offer was unconditional and would not be revised or increased.

Having given shareholders 48 hours in which to accept its revised offer on Wednesday, BIL said on Thursday that the offer would remain open for acceptance "until further notice".

Analysts said if BIL acquired more than 50 per cent, investors would face a further loss of control as BIL might delist the company. Peter Joseph, at KBC Peel Hunt, said he expected investors to accept the offer. "A minority shareholder in a delisted company does not have many options," he said.

Another analyst was not so sure the deal was done. "If BIL only has 52 per cent, then clearly one of the major shareholders has agreed but the others haven't." The bid, which values Thistle at 627m, was still below the 170p a share at which BIL floated Thistle in 1996.

Comment

BIL is getting the company cheaply and it will seem even cheaper in years to come when the hotels sector recovers. Shareholders who got in at 170p and are being squeezed out at 130p may well feel aggrieved, even though BIL's consistent presence as the single largest investor makes its move less than a complete surprise. On net asset value alone, the hotels group should be worth about 160p to 180p. On a historic p/e of 26.5, albeit taking into account a huge cash pile of 367m, compared with a sector ratio of 12-14, the deal looks even better. Even so, Thistle shareholders would be wise to take guaranteed jam today rather than run the risk of ending up as minority shareholders in a delisted company.

Well fellas you missed a bargain.
BRY was available at 48cNZ even after the announcement of majority holding.
Today it is 54c.
Easy profit there for all to take.
In Singapore it was 48-49 and is 53.5 currently.

Good point aspex ...... missed opportunity ..... if only you had mentioned them yesterday :-(

BRY have been hanging around the 42-43c for some weeks unaffected by the original bid..
Life came in a bit this last week when they announced their paltry extra 0.7% acceptances and the announcement of the 130p bid was not taken up in NZ fully yesterday. THe BIL RNS was timed at 17.13 30th April and the NZ market on opening 3 hours later ignored it until later in the day but was still quoting 49c in fact falling to 48c later.
Note that buying in NZ incurs no tax and is purely the commission of about $25 or less per transaction " at market" i.e. 'no spread'

An aside.
BIL when successful at this price, will get THO at a price that means their other holdings are in the market at zero value.

Interesting .... not really looked at the NZ market situation but good points and guess we should have given it more thought. Has to be good for BIL as they have a bargain and don't doubt they will quickly capitalise on it



ains

BIL up 2.5c in Singapore at 56.5 being followed by BRY in NZ up 2 at 56c
Singapore drives the market in Brierley mainly due to active trading there.
All at 14.00 NZ and one hour after Singapore opening for the week.

Update in Singapore 59.5c (+10.2%on the day) an hour and a half from the close.
NZ closed and should open much higher Tuesday if SG stays ahead.

SG close update 60.0c
NZ certain to open 3c/4c higher Tuesday

As it happens I know several traders who now reside in NZ but last time we talked it was UK shares they were tending to trade.

I have now accepted the bid on all my shares (regretfully) and waiting on the money. I will be loooking for a longer term play - maybe this is the route back into them.

Are you holding /trading aspex?


ains

Sounds like a good deal if you got in at a good price.

ains
Holding but still a bit lower than original cost as I was in for a different reason originally and forgot about them for a while.
The company lost its way about 1994 and the Mt Charlotte purchase was its final undoing when theylost count and got forced into a takeover.
It all happened when Ron Brierley lost control and the result for him was the setting up of GPG. Quite a few of his faithful followed him and then the Singaporeans bought in and the company was dead in the water.
They bought in a new CEO from AMP who was useless and I think the THO action is their attempt at salvaging something from the mess. They also have some other illiquid assets and they may be able to sell off the remainder of the hotel portfolio after harvesting the cash to pay off the temporary loan that pays for THO shares.

SG price now 62c
Obviously
Holdings mainly of Substantial Shareholder, including direct and deemed interest: due to Chip Lian Pvte Ltd
No. of shares held before the transaction: 65,296,848
% of issued share capital: 4.77
No. of shares held after the transaction: 91,382,848
% of issued share capital: 6.68

Thanks Apex

The THO share cost will be covered by the cash in the bank (including the dividend) - don't forget they only have to pay for just over half the shares. I assume they have some immediate plans for developement and or m+a activity.

I will knock them off my list of preferred hotels and do wonder if it is a good thing to irritate the city in this way



ains

ains,
Sorry, what irritation are you suggesting?

most fund managers didn't want to sell at the 130p and didn't like the way the company shareholders and directors have been bullied



ains

They deserve all they get.
What can they expect from a holder who already had over 45%?
They would have to be naive to think they could keep their fingers in the dyke at that level.

maybe ....... but you don't have to like getting shafted and the city tends to have a long memory.



ains

SG opened and after an hour BIL is 65.5c
Looks like the THO deal is a good one for Singapore investors.

I see they have 57.93% now

New directors and CEO appointed

working lunch doing a thing on thistle

I'm not going to do anything with these. I got this from the offer docs:

BIL (UK) intends, as soon as it becomes entitled to do so, to apply the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding Thistle Shares to which the Offer relates.

So if they do get 90% of the private investor shares they will then acquire the rest of the shares. So whats all this crap about ending up with shares in a unlisted company!!!!!!!!!!!

They will apply to delist and can do much as they please on divs - with the money etc .... very high risk imho

Yes, but they can only delist if the own 100% of the shares

That's not true ..... if they withdraw the cash offer the shares will fall and it's in their interest to let that happen


ains

The offer says after the mention of the compulsorily purchasing all the shares that "BIL also intends, when practicable, to procure that Thistle applies for the cancellation of the listing of Thistle Shares on the Official List of the UK Listing Authority and for the cancellation of trading in Thistle Shares on the London Stock Exchange's market for listed securities."

When practicable is after they have compulsorily purchased all the shares. If they don't get them they can't delist!

So what if they withdraw and the price drops. If they tried again the price will just go up again. The only reason it's currently at 1.3 is because most people would sell out when it was lower.....

I think you will find they can delist before then ..... most advice is to sell now the board have capitulated and resigned

I had this before, and didn't sell then.

When they had enough people accepting, and they paid everyone out I also got a cheque. The company ceased to exist in its previous form and the shares were cancelled, so they didn't need my certificate.

They apply to the courts - it has happened to me on the odd occasion where I have a few tucked away somewhere. Last time it was script shares on Powergen that I forgot about

BIL's Amarsi named chief of Thistle Hotels
By Josephine Cumbo in London
Published: May 9 2003 13:30 | Last Updated: May 9 2003 13:30


Thistle Hotels has announced the appointment of a new chief executive and chairman less than a week after BIL, the Singapore-based investment company, obtained a controlling stake in the UK group.


Thistle, which had fought the hostile takeover bid from BIL, said that Arun Amarsi, current BIL chief executive, had been appointed CEO and managing director.

Tan Sri Quek Leng Chan, current BIL chairman, would also take over the same role at the hotels' group, Thistle said.

Along with the appointments, Thistle said that David Newbigging, Ian Burke, Charles Mackay, Arthur Hayes and Baroness O'Cathain had also resigned as directors.

The board changes come after BIL declared its improved 627m, or 130p-a-share, bid for the group unconditional after increasing its majority stake to more than 50 per cent. BIL is hoping that Thistle's remaining shareholders will also fall into line and help lift its equity level to 75 per cent, when it can take the company private.

BIL launched its original 115p-a-share offer at the beginning of March. Thistle tried to fight off the approach by claiming the group was worth more than 200p a share.

Thistle shares were flat at 130p in midday trading in London.

You wonder what success would be worth ..... it's a fing sad country where we pay for failure over and over again



Thistle chief set for 300,000 pay-off
By Alistair Osborne, Associate City Editor (Filed: 10/05/2003)


Ian Burke is in line for a 300,000 pay-off after being forced out as chief executive of Thistle Hotels yesterday following the group's 627m hostile takeover by its biggest shareholder, BIL International.

BIL, the Singaporean investment group which currently controls 58pc of Thistle stock and has declared its 130p-a-share offer unconditional, yesterday instigated a major board shake-up at London's biggest hotelier.

It saw the departure of five directors, including Mr Burke and David Newbigging, the non-executive chairman who will receive 60,000 compensation. Three other non-execs - Charles Mackay, Arthur Hayes and Baroness O'Caithan - also left.

Arun Amarsi, BIL's chief executive, becomes chief executive of Thistle, while existing non-executive, Tan Sri Quek Leng Chan, becomes chairman. Ian Durant, 44, Thistle's finance director, has been retained by BIL in the same role.

Mr Burke, 46, who joined Thistle in 1998, earned a total of 373,000 last year but, under a complex change-of-control clause in his contract, is entitled to less than a full-year's salary. Yesterday a BIL spokesman said: "He is being paid his legal entitlement."

Mr Burke will earn less than 10,000 from exercising share options at the takeover price, while his performance shares have failed to meet their targets. His pension is "under discussion", a BIL spokesman said.

Mr Burke resisted an intial 115p-a-share bid from BIL, which owned 46pc of the stock when it launched its bid. Shareholders buckled earlier this month when BIL raised its offer to 130p per share.

BIL added that it was appointing two new non-executive directors to the Thistle board. They are Michael Cairns, former chief operating officer of hotelier Queens Moat Houses, and ex-HSBC banker Thomas Robson.

So now we know why the board gave in so easily!

............and while you lot have been arguing over THO the BIL price in Singapore hits 84c.
Just double what it was mid to late April.
BIL rides off into the sunset...........

.........saddlebags stuffed with THO loot.

Arguing and discussion are two different things aspex and it's easy to see something in hindsight. No one knew at the times that BIL was going to win and 36% is okay from mpov. seems to me that the regulator should get involved and maybe they will.


ains

ains
I just wonder why BIL floated THO while leaving 45% in the pocket.
To me it means that they have always wanted to get back into the drivers seat.
Remember that the only reason they sold off any shares before was that they got caught originally with over 30% of Mt Charlotte and were forced to find money they did not have to buy out the others.
Then they needed to sell off as little as possible at 170p because to sell off more would have lost them the asset base of THO and caused banking headaches.

Anyway as that is well in the past,it now looks like the Singapore crowd are getting ready to poach some of the THO crumbs by making a bid for the rest of BIL.
see :
http://www.uk-wire.com/cgi-bin/articles/200305120700119458K.html
The above has been discussed as a probability for some time - as early as 2000/1

I agree it probably does mean that ..... several bid situations were allowed to just fizz out. I think it's not a good situation for the minority and/or smaller shareholders and belive it should be referred. There is an enormous chunk of cash there - presumably they cannt touch at the moment .... unless they spend it.



ains

BIL now hold 61.17%

Jake Lloyd-Smith in Singapore, Evening Standard
12 May 2003

HARES in BIL International, the Singapore investment group that recently took over Thistle Hotels, roared higher on speculation that it may soon be the subject of a takeover battle between two Asian tycoons.




The stock jumped 18% to 82 cents as investors savoured the prospect of a duel for the group, whose 627m offer secured full control of Thistle and its 24 London hotels earlier this month at a big discount to the properties' net* asset value.


Thistle's six luxury landmark hotels, including the Royal Horseguards in Whitehall, could fetch up to 670m on any resale, according to sources close to the hotel group.


Last week, it emerged that renowned Indonesian-born asset trader Oei Hong Leong had amassed 8.1% of BIL after it took over Thistle. Oei is a major figure in the Singapore market with a vast retail investor following.


In response, BIL's controlling shareholder, Malaysian Quek Leng Chan, boosted his stake to 26% from 24% through his Camerlin investment group.


Analysts say BIL's purchase of Thistle has raised its net asset value* per share, stoking Oei's predatory interest and Quek's prompt response. 'Oei is well known as a savvy asset trader with an eye for selecting undervalued companies,' broker Kim Eng Ong Asia told clients. Its sum-of-parts valuation for BIL is S$1.11 per share.


Apart from Thistle, BIL owns a 5% stake in Asian beverage maker Fraser & Neave, a similar-sized holding in Air New Zealand and property assets in Fiji.

Eased back now to about 78c.
Asset backing of BIL is about 111c but may have increased with the THO under full control because they have THO at 130p when the assets are worth up to 211p.
That would 81p 0n 260m shares -say 220m pounds ($NZ600m) or another 40c per share.
NTA is then 150c
Only problem is I don't know how they have consolidated the 45% they had before the bid. If they played by the rules then another 35c could be added for those shares.
175c would be more than double the present price in teh market.
And it depends on the ability to realise 211p

They may have a bit of a problem on realising 211p ....... they were expecting to get their hands on the cash mountain ... that's not possible now without giving lots of it away



ains

By Katherine Espina
SINGAPORE, May 14 (Reuters) - Malaysian tycoon Quek Leng Chan raised his stake in investment firm BIL International Ltd to 28.87 percent, a breath away from the 30-percent trigger for a mandatory takeover offer under Singapore law.

BIL, which has a controlling stake in dominant London hotel group Thistle Hotels Plc THO.L , said Quek bought 38.59 million shares at S$0.81152 each on May 12 to raise his stake from 26.05 percent -- his second big purchase in two weeks.

The buying follows financial market speculation of a possible bidding war between Quek and Chinese-Indonesian asset trader Oei Hong Leong, who has snapped BIL shares in the past week to push his stake to 8.14 percent.

Under Singapore rules, a takeover offer becomes mandatory once the 30 percent shareholding limit is reached.

Last week, Quek raised his holding in BIL to 26 percent from 24 percent.

BIL, formerly a New Zealand investment vehicle of Sir Ronald Brierley before shifting its primary stock listing to Singapore in 2000, has seen its shares surge 63 percent since May 1.

The stock, which has outperformed the key Straits Times Index .STI by 59 percent in the same period, closed one cent up at S$0.805 on Wednesday.

Quek, who sold Hong Kong's Dao Heng Bank to Singapore's DBS Group Holdings Inc DBSM.SI for S$10 billion two years ago, built up his stake after Oei was spotted buying shares following BIL's successful $1-billion bid for Thistle Hotels.

Oei, known as an astute asset trader, lost out in high-profile takeover battle for Singapore steel miller NatSteel Ltd NATS.SI in January.

they now hold 64%

Received my cheque from BIL this morning and note they now hold over 68% and still increasing.



ains

72.4% now