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 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