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.

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)

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.