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.

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.

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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)