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.

That's it then ..... we lose out



THISTLE HOTELS PLC ('THISTLE')
RESPONSE TO BIL INTERNATIONAL LIMITED'S ('BIL') REVISED OFFER


The Board of Thistle* has noted BIL's announcement dated 30 April 2003 stating
that it has increased its offer from 115 pence to 130 pence in cash per Thistle
share (the 'Revised Offer'). Under the terms of the Revised Offer, BIL will
retain the recommended final dividend for 2002 of 3.4 pence per Thistle share.
The Board of Thistle* has also noted BIL's announcement dated 1 May 2003 stating
that it owns or has received valid acceptances in respect of, in aggregate,
approximately 52.7 per cent. of the existing issued share capital of Thistle and
that the Revised Offer is now declared unconditional in all respects. The Board
of Thistle*, having consulted with its advisers, sets out below its views on the
Revised Offer and its recommendation to Thistle shareholders.


The Board of Thistle* is of the view that the Revised Offer, which it notes is
now final, still fails to reflect Thistle's underlying value and prospects.


However, given that the Revised Offer has now been declared unconditional in all
respects and BIL has stated its intention to de-list Thistle shares when
practicable, shareholders who do not accept the Revised Offer will own shares in
an unlisted company controlled by BIL.


Whilst the Board of Thistle*, which has been so advised by Merrill Lynch
International, considers the Revised Offer to be inadequate, for the reasons
stated above they recommend that shareholders accept the Revised Offer, as they
will be doing in respect of their own beneficial shareholdings. In providing
advice to the Board of Thistle*, Merrill Lynch International has taken into
account the Board of Thistle's* commercial assessments.

A lot of volume going through now - over a million shares

not a lot of point in holding shares in an unlisted company - may as well take the offer or sell in the market - currently 129p

just tracking mine down and will post tonight - a profit is a profit - about 36% since we started



ains

All very sad and think the FSA should look into these situations but at least I don't have to stay in their hotels ever again .....


BIL gains control of Thistle as board relents
By Philip Aldrick (Filed: 02/05/2003) Telegraph


Singapore investment group BIL International yesterday won control of Thistle Hotels, in which it has a 45.8pc stake, after raising its initial 115p-a-share bid to 130p and winning 6.9pc of acceptances.

Having secured total acceptances of 52.7pc, BIL declared its 627m offer unconditional and said it would not be raised further. Thistle reluctantly threw in the towel.

"While the board of Thistle considers the revised offer inadequate, they recommend shareholders accept it," the company said in a statement. BIL intends to delist Thistle shares, which would leave remaining shareholders in "an unlisted company controlled by BIL".

What is understood to have clinched the deal for BIL is the support of the Singapore government, which holds 20pc of the company through a number of investment vehicles. Thistle's largest institutional investors are thought to have been holding out for a better offer.

Thistle, which was advised by Merrill Lynch, tried to fight off the hostile approach by accusing its largest shareholder of exploiting the economic downturn and the effect of the Iraq war to buy the company "on the cheap". BIL, advised by HSBC, originally floated Thistle in 1996 at 170p.

Thistle has 367m in cash on the books, which means the bid values London's biggest hotelier's non-cash assets at just 54p a share. Thistle has claimed it is worth, in total, 211p a share. The shares yesterday closed up 0.5 at 129.5p.

BIL chief executive Arun Amarsi said in a statement: "Thistle shareholders clearly recognise the merit of the certain value represented by our all-cash offer, especially when viewed against Thistle's historic underperformance and poor future outlook in challenging markets."

From FT - see last paragraph



Thistle recommends BIL bid but under protest
By Fiona Strain in London
Published: May 1 2003 11:37 | Last Updated: May 1 2003 20:40


Thistle Hotels was forced to give up its battle for independence on Thursday when BIL took control of the group after boosting its stake from 46 per cent to 52.7 per cent.


The board of the London hotels group buckled under the pressure from BIL, the Singapore-based aggressor, and decided to recommend that shareholders accept the raised offer. However, it was grudging in defeat, saying the bid "still fails to reflect Thistle's underlying value and prospects".

BIL increased its bid by 15p a share to 130p late on Wednesday and subsequently revealed it had received acceptances representing another 6.8 per cent of the hotels group. Thistle shares were steady at 129-1/2p.

BIL also said the new offer was unconditional and would not be revised or increased.

Having given shareholders 48 hours in which to accept its revised offer on Wednesday, BIL said on Thursday that the offer would remain open for acceptance "until further notice".

Analysts said if BIL acquired more than 50 per cent, investors would face a further loss of control as BIL might delist the company. Peter Joseph, at KBC Peel Hunt, said he expected investors to accept the offer. "A minority shareholder in a delisted company does not have many options," he said.

Another analyst was not so sure the deal was done. "If BIL only has 52 per cent, then clearly one of the major shareholders has agreed but the others haven't." The bid, which values Thistle at 627m, was still below the 170p a share at which BIL floated Thistle in 1996.

Comment

BIL is getting the company cheaply and it will seem even cheaper in years to come when the hotels sector recovers. Shareholders who got in at 170p and are being squeezed out at 130p may well feel aggrieved, even though BIL's consistent presence as the single largest investor makes its move less than a complete surprise. On net asset value alone, the hotels group should be worth about 160p to 180p. On a historic p/e of 26.5, albeit taking into account a huge cash pile of 367m, compared with a sector ratio of 12-14, the deal looks even better. Even so, Thistle shareholders would be wise to take guaranteed jam today rather than run the risk of ending up as minority shareholders in a delisted company.

Well fellas you missed a bargain.
BRY was available at 48cNZ even after the announcement of majority holding.
Today it is 54c.
Easy profit there for all to take.
In Singapore it was 48-49 and is 53.5 currently.

Good point aspex ...... missed opportunity ..... if only you had mentioned them yesterday :-(

BRY have been hanging around the 42-43c for some weeks unaffected by the original bid..
Life came in a bit this last week when they announced their paltry extra 0.7% acceptances and the announcement of the 130p bid was not taken up in NZ fully yesterday. THe BIL RNS was timed at 17.13 30th April and the NZ market on opening 3 hours later ignored it until later in the day but was still quoting 49c in fact falling to 48c later.
Note that buying in NZ incurs no tax and is purely the commission of about $25 or less per transaction " at market" i.e. 'no spread'

An aside.
BIL when successful at this price, will get THO at a price that means their other holdings are in the market at zero value.

Interesting .... not really looked at the NZ market situation but good points and guess we should have given it more thought. Has to be good for BIL as they have a bargain and don't doubt they will quickly capitalise on it



ains

BIL up 2.5c in Singapore at 56.5 being followed by BRY in NZ up 2 at 56c
Singapore drives the market in Brierley mainly due to active trading there.
All at 14.00 NZ and one hour after Singapore opening for the week.

Update in Singapore 59.5c (+10.2%on the day) an hour and a half from the close.
NZ closed and should open much higher Tuesday if SG stays ahead.

SG close update 60.0c
NZ certain to open 3c/4c higher Tuesday

As it happens I know several traders who now reside in NZ but last time we talked it was UK shares they were tending to trade.

I have now accepted the bid on all my shares (regretfully) and waiting on the money. I will be loooking for a longer term play - maybe this is the route back into them.

Are you holding /trading aspex?


ains

Sounds like a good deal if you got in at a good price.

ains
Holding but still a bit lower than original cost as I was in for a different reason originally and forgot about them for a while.
The company lost its way about 1994 and the Mt Charlotte purchase was its final undoing when theylost count and got forced into a takeover.
It all happened when Ron Brierley lost control and the result for him was the setting up of GPG. Quite a few of his faithful followed him and then the Singaporeans bought in and the company was dead in the water.
They bought in a new CEO from AMP who was useless and I think the THO action is their attempt at salvaging something from the mess. They also have some other illiquid assets and they may be able to sell off the remainder of the hotel portfolio after harvesting the cash to pay off the temporary loan that pays for THO shares.

SG price now 62c
Obviously
Holdings mainly of Substantial Shareholder, including direct and deemed interest: due to Chip Lian Pvte Ltd
No. of shares held before the transaction: 65,296,848
% of issued share capital: 4.77
No. of shares held after the transaction: 91,382,848
% of issued share capital: 6.68

Thanks Apex

The THO share cost will be covered by the cash in the bank (including the dividend) - don't forget they only have to pay for just over half the shares. I assume they have some immediate plans for developement and or m+a activity.

I will knock them off my list of preferred hotels and do wonder if it is a good thing to irritate the city in this way



ains

ains,
Sorry, what irritation are you suggesting?

most fund managers didn't want to sell at the 130p and didn't like the way the company shareholders and directors have been bullied



ains

They deserve all they get.
What can they expect from a holder who already had over 45%?
They would have to be naive to think they could keep their fingers in the dyke at that level.

maybe ....... but you don't have to like getting shafted and the city tends to have a long memory.



ains