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Thistle - asset rich and time for M+A (THO)     

ainsoph - 02 Feb 2003 10:01

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.



ainsoph - 15 Apr 2003 07:51 - 159 of 251

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.


ainsoph - 15 Apr 2003 08:26 - 160 of 251

postie has just delivered the 30 page management reject document ..... another long read .... shares still above the offer

ainsoph - 15 Apr 2003 16:19 - 161 of 251

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."

ainsoph - 16 Apr 2003 07:39 - 162 of 251

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."


ainsoph - 16 Apr 2003 07:41 - 163 of 251

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.

ainsoph - 16 Apr 2003 07:42 - 164 of 251

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."

ainsoph - 17 Apr 2003 12:54 - 165 of 251

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

ainsoph - 17 Apr 2003 14:30 - 166 of 251

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.

ainsoph - 23 Apr 2003 07:43 - 167 of 251

The offer has been extended but do not see anyone else accepting ....... they picked up just over a million shares first time around and despite a promised 2nd follow up sell note - I cannot see any takers.



ains

little woman - 23 Apr 2003 07:57 - 168 of 251

I agree. Not heard anything more about the special dividend.

ainsoph - 23 Apr 2003 08:04 - 169 of 251

guess these things take time ...... share price still above the offer :-))

ainsoph - 24 Apr 2003 07:49 - 170 of 251

Low level of acceptance for BIL's bid for Thistle
By Peter John in London FT
Published: April 23 2003 11:43 | Last Updated: April 23 2003 17:27


BIL, the company bidding for Thistle Hotels, on Wednesday stepped up the war of words as it announced that fewer than 1 per cent of the shareholders had accepted its offer.


The Singapore-based investment company, which is already the majority shareholder in the hotels group with 45.8 per cent, said that by the offer's first closing date, it had received acceptances in respect of 1.36m shares, representing some 0.3 per cent.

BIL accused Thistle's management of presiding over a near-60 per cent slump in operating profits over the past four years and said that costs had leapt by more than 70 per cent, even though the number of hotels had halved.

It also argued that increasing competition was further undermining profitability. It said four new hotels threatened trade at the flagship Thistle Tower hotel in central London.

Analysts said the low take-up implied the bid would probably last for the full 60 days of the offer period, with BIL waiting until the last possible moment to increase its terms. It has offered 115p a share, or 555m ($875.6m), while Thistle claims that the company is worth 211p a share. Several institutions have signalled that they might be happy with 140p a share.

Thistle continued to recommend that shareholders reject BIL's offer.

David Newbigging, the chairman, said: "This very low level of acceptances shows that our shareholders find BIL's arguments unconvincing. BIL's offer significantly undervalues Thistle and the board of Thistle urges shareholders to continue to reject this attempt to acquire Thistle at a wholly inadequate price."

One leisure analyst said: "It is predictable that they have got no acceptances. I think the 115p offer will get nowhere and they are just going through the motions of the takeover period at the moment."

The offer was extended until May 2. That locks the bid into a time-frame that allows BIL two further two-week extensions until it is forced to lapse under Takeover Panel rules.

Thistle said last week that 39 per cent of shareholders had written to say they did not intend to accept BIL's offer. Its statement implied that the government of Singapore - the group's second-biggest holder with 20 per cent - was resisting the offer. Thistle has also offered a potential 50p-a-share carrot out of its net cash pile of 367m to persuade shareholders to remain loyal.

However, analysts have said Thistle has not received "irrevocable" undertakings and shareholders were, therefore, able to keep their options open. Thistle shares were marginally higher on Wednesday at 119p.


ainsoph - 24 Apr 2003 07:52 - 171 of 251

LONDON (AFX) - InterContinental Hotels Group PLC said revenue in the three months to March 31 was hit by the negative effect on travel caused by the war in Iraq, the weak global economy and the SARS outbreak.
In its first trading update since the demerger from Six Continents, Intercontinental said it experienced pressure on hotel margins during the period, largely due to the fact that growth in revenue was occupancy-led.

As a result of all these influences profits in the period, as in the previous 3 months, were substantially lower than last year, the company said.

ainsoph - 24 Apr 2003 13:59 - 172 of 251

odd ..... ticked up on what looks like a big sell ...... 5/12 mm's have turned blue ..... now 119/122p



ains

little woman - 24 Apr 2003 18:38 - 173 of 251

Big sell (compared to other deals) went through late in afternoon - didn't seem to affect the price!

ainsoph - 25 Apr 2003 10:46 - 174 of 251

The latest update on offer has just arrived ..... and binned

Trading is quiet today with less than 5k traded



ains

Ursidae - 25 Apr 2003 12:18 - 175 of 251

ains, me too, more for the recycle skip!

ainsoph - 25 Apr 2003 12:27 - 176 of 251

Having invested a big chunk of time and money - I cannot see them just walking away from it ..... the 'wont sell for 12 months' stance is two edged and doubt they will want the world to see them as losers ..... nor will they want to be locked in. If the shares fall I will add andput them away for better times or another bid.

My guess is a better offer at say 145p in near future.


ains

little woman - 25 Apr 2003 13:50 - 177 of 251

I must admit, I've been considering buying more for quite a while, to reduce my ave cost price of my holding. But keep putting it off, and currently only investing for the short term.

ainsoph - 25 Apr 2003 13:57 - 178 of 251

I can understand the ST approach and not thinking of adding to my THO holding right now but if they do fall after the bid expires I will jump in



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