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.

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.