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.

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.