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.

some cautious broker comment in the wake of the firm's wary comments on current trading, which accompanied in-line full year profits, traders said.

Earlier, Thistle said pretax profit before exceptionals dropped back to 30.9m, from 45.5m and adjusted EPS, excluding the exceptional profit on sale of fixed assets and loss on disposal of businesses, was 5.2 pence, compared with 7.0 pence last year. But it also warned there has been no perceptible improvement in economic conditions worldwide during the early months of 2003.

WestLB Panmure reiterated its 'underperform' rating and 115 pence target, saying that while its preliminary figures came in ahead of forecast, it sees further downside pressure on the shares in 2003. It added that the results lagged behind the consensus numbers due to a deferred 1.7m of interest income related to the disposal proceeds of the regional hotels. After a tough 2002 in which Thistle's RevPAR in London dropped 8.2 pct, the broker believes RevPAR in London is unlikely to advance significantly in 2003. Consequently, WestLB said it is unlikely to raise its forecasts for 2003. It expects no short-term upturn in the London market, and also attributes its cautious stance to the weak brand, difficulties with Orb Estates and limited further cost-cutting potential. Only consolidation news could lift the shares, and Singapore's BIL International Ltd's potential offer will only be at a "modest" premium to the price at the time of 98 pence.

Elsewhere, Credit Suisse First Boston also reiterated its 'underperform' rating saying the shares are still expensive relative to the sector. Though figures were broadly in-line with forecasts, the company's cost of debt remains a drag. And finally Cheuvreux also stuck with its 'underperform' rating, based on fundamentals alone, though it added that if the restructuring is successful, there is scope for a more positive rereading of the firm's position. The broker said pretax before exceptionals and goodwill was well below its own forecast, even though it had downgraded numbers four times in 2001.

March 04, 2003

Thistle defends 600m property deal
By Dominic Walsh TIMES



THISTLE HOTELS yesterday defended its signing last year of a 600 million sale-and-leaseback deal on 37 of its sites with Orb, a Jersey property firm, despite doubts that it will receive 60 million still owed.
Orb, which is at the centre of a Serious Fraud Office investigation into Izodia, the software firm, is being sued by Thistle for refusing to pay 15 million of the sale price and is looking to sell the hotels after defaulting on some of the loans taken to fund the deal.

Thistle confirmed that Orb was countersuing for 54 million, which is the amount it claims the net asset value of the hotels it acquired was overstated by Thistle.

Also in doubt is 45 million of deferred proceeds received in the form of a loan note. Thistle yesterday reversed a 41.3 million one-off profit taken against the sale after delaying recognition of the payment until it receives the money.

Ian Burke, Thistles chief executive, said that he was confident the company would still receive the 60 million, but that, even if it was never paid, the funds received for the 37 hotels represented 92 per cent of their book value. The litigation is taking up a considerable amount of my personal time, but I still think it was a good deal for Thistle, he said.

Thistle would not comment on a bid approach from BIL, its 46 per cent shareholder.

For its year to December 29, Thistle reported a 32 per cent fall, to 30.9 million, in profits, before tax and exceptionals, on turnover 38 per cent lower at 190 million. The dividend stays at 5.1p, after a final 3.4p.The shares rose 6p to 118p.

looks to me like hot news is on it's way ..... up another 4.6% on modest volume but higher than normal

122/125p


ains

There we go ..... a bid it is ..... just

They have to be joking 115p in cash ....... hmmmmmmmmmm



ains

If the directors support the bid I will refer the matter ......




LONDON, March 4 (Reuters) - Singapore investment firm BIL International said on Tuesday it had a made an offer for the 54 percent of Thistle Hotels Plc THO.L it does not already own, valuing the firm at 554.7 million pounds ($878.4 million).
BIL said it was hopeful of gaining Thistle's support for its 115 pence per share cash bid.

Tuesday March 4, 8:13 AM
BIL To Announce Thistle Bid Soon - HSBC

Contact Us: Singapore (65) 6415-4153

0813 [Dow Jones] BIL (B16) likely to draw more buying interest (stock up 3.3% at 47.5 Singapore cents yesterday), after adviser HSBC confirms that investment company to make bid for UK-based Thistle Hotels fairly soon. London Sunday Times recently reported BIL mulling GBP600 million bid for rest of 46%-owned Thistle Hotel, which owns 55 hotels and sits on cash-hoard of about GBP 340 million. Going by reported offer price, BIL will be getting Thistle at good price, if bid succeeds, and this should be positive to its share price. First psychological resistance for BIL at 50 Singapore cents. (EYG)

Figures see Thistle ripe for takeover Mar 4 2003




By The Journal


Thistle hotels was at the centre of takeover speculation yesterday as it reported "no perceptible improvement" in trading after seeing profits fall in 2002.

Underlying pre-tax profits dropped 32pc to 30.9m in the year to December 29, a fall of 14.6m including one-off items mainly concerning the 598.6m sale of 37 hotels last April.

The possibility of a 600m takeover for Thistle from 46pc shareholder Brierley Investment has caused concern among analysts who believe this would under-value the company.

Media reports said the deal would value the company at up to 125p a share, when analysts consider Thistle worth 180p to 220p a share.

Brierley's position is said to be strengthened by support from the Singapore government, a 10pc stakeholder. Thistle, which runs 56 UK hotels, was not commenting on the speculation but said directors would be "watching the situation closely".

On trading, the company said there had been no recent improvement and it could not predict when an upturn might come.

Revenue per available room fell 6.8pc in the year to 56.81. The average room rate was down by 10pc to 74.56 as fewer business travellers and more lower-spending leisure customers used Thistle hotels.

Thistle runs 38 hotels under management contracts where revpar fell 3.8pc year-on-year to 39.15. Revpar outside London was comparable with 2001, with a good performance from the Thistle Middlesbrough.

Final dividend was 3.4p, making 5.1p for the year.

Tuesday March 4, 2:45 PM
Thistle Hotels Profit Falls,Mum About BIL Buy
(This story was originally published Monday)

By Nina Stechler Hayes



Of DOW JONES NEWSWIRES

LONDON (Dow Jones)--Hotel operator Thistle Hotels (U.MTC) reported a 32% fall in full-year pretax profit Monday and didn't clarify if its biggest stake holder will buy the entire company.

Thistle is 46% owned by Singapore-listed BIL International (D.BIL), which recently said it is considering making an offer for the remainder of the company. As London's largest hotel owner, Thistle owns valuable properties but its growth opportunities are limited. It also continues to sit on a GBP350 million cash pile.

"Clearly management are expecting something to happen because they have delayed returning cash to shareholders," said Teather & Greenwood analyst Mark Reed, adding he expects a bid from BIL in the medium term.

BIL said on Feb. 21 it might make an offer at "modest premium" to Thistle's share price, which at the time was 98.5 pence. Analysts believe a bid could be the best option for Thistle. Reed said a realistic offer would be around 170 pence per share.

"Discussions are taking place and a bid may be forthcoming fairly soon. We are talking days rather than weeks," Neil Goldie Scot, an investment banker with HSBC, which is advising BIL, told Dow Jones Newswires.

In a statement Thistle said it is "watching the situation closely."

At 1605 GMT Thistle shares were up 5.8% or 6.5 pence at 118.5, buoyed by the bid potential and slightly better-than-expected start to the year.

Thistle reported pretax profit for the 52 weeks to Dec. 29 at GBP30.9 million from GBP45.5 million a year ago. The fall was further evidence that U.S travelers continue to stay away from the U.K.

But the results were in line with analysts forecasts of between GBP27 million to GBP35 million. Before exceptional items relating to the sale of 37 hotels to the Orb Group in April, pretax profit fell to GBP27.9 million from GBP49.1 million.

Along with the rest of the travel sector, Thistle has seen a big fall in business during the last two years. The company's London hotels have been the worst-hit as business travelers scale back travel plans and U.S. tourists stay at home.

As a result, sales for the year fell to GBP190 million from GBP305.3 million while revenue per available room or RevPAR - a key industry benchmark figure - across its portfolio fell 5.6%. RevPAR at Thistle's 18 owned or leased hotels fell 6.8% while RevPAR at its 38 managed hotels was down 3.8%.

But the company said although trading remains difficult, revenue for the first eight weeks of the year in its owned or leased hotel is 1% ahead of the same period last year.

Thistle Chief Executive Ian Burke told Dow Jones Newswires this increase has been driven by occupancy, with more visitors from the Continent.

"We do see that market as being robust, which reflects a confidence in short-haul travel," he said, adding that infrastructure improvement and the weakening pound against the euro helped.

Company web site: http://www.thistlehotels.com

By Nina Stechler Hayes, Dow Jones Newswires; +44-(0)- 20-7842-9275; nina.hayes@dowjones.com

(Abdul Hadhi in Singapore contributed to this report.)

dropped a little from the pre bid intraday high but no real selling and volumes a little above average at 600K - shares still up on the day

ains


04 Mar 2003 11:38 GMT

UPDATE 1-BIL makes 555 mln stg bid for Thistle

(Adds detail, background, shares)
LONDON, March 4 (Reuters) - Singapore investment firm BIL International made a cash bid on Tuesday for the 54 percent of Thistle Hotels THO.L it does not already own, valuing London's biggest hotelier at 554.7 million pounds ($878.4 million).

BIL, which is controlled by Malaysian tycoon Quek Leng Chan, said Thistle directors had not recommended its 115-pence per share bid, but that it was hopeful of winning the firm over.

A spokesman for Thistle, which owns The Royal Horseguards and Thistle Tower hotels, declined to comment.

BIL, which floated Thistle in 1996 at 170 pence per share, said its offer was a 15 percent premium to the closing price of Thistle shares on February 20, the day before BIL said it was considering making an offer.

"BIL now believes that the further development of the company would be best achieved in the private arena, away from the cyclicality of the public equity markets, which, given the current uncertain global economic and political climate, BIL believes are unlikely to benefit existing Thistle shareholders," the Singapore firm said in a statement.

At 1125 GMT, Thistle shares were 1.7 percent higher at 120p.

Hotels across the world are struggling with faltering consumer spending in the global economic downturn and a drop in international travel amid fears of war.

But Thistle has suffered more than most, as 16 of its 18 owned or leased hotels are in London, and so heavily reliant on international and business markets.

Thistle has long been considered a takeover target, with management coming under criticism for poor performance and reluctance to return cash to investors after raising 598.6 million pounds last April from a deal with Jersey-based investor Orb Estates to sell, but retain management of, 37 hotels.

In January, Orb Estates decided against a bid for Thistle after saying last November it was considering an offer at a modest share price premium.

Thistle's market capitalisation is currently trading well below the value of the firm's assets, which analysts estimate as worth at least 170p per share.

03/04 11:24
BIL, Thistle Hotels' Biggest Investor, Bids for Rest (Update1)
By Gabrielle Monaghan


London, March 4 (Bloomberg) -- BIL International Ltd., the biggest investor in Thistle Hotels Plc, offered to buy the rest of the U.K. hotels operator in a bid that values the company at 554.7 million pounds ($875 million).

Singapore-based BIL, which owns 46 percent of Thistle, offered 115 pence a share in cash, it said in a Regulatory News Service statement. That's 4.2 percent less than yesterday's closing share price.

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deters corporate and long-haul travel. The company, which runs 24 central-London hotels, including The Royal Horseguards, yesterday posted a 42 percent decline in full-year profit.

The offer gives shareholders ``an opportunity to realize in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the U.K. and global hospitality markets in general,'' BIL Chief Executive Officer Arun Amarsi said in the statement.

Thistle shares rose 2 pence, or 1.7 percent, to 120p in London at 11:13 a.m., bringing this year's gain to 9.5 percent.

BIL offers 115p a share for Thistle
4 March 2003, This Is Money

SINGAPORE investment firm BIL International has offered 115p a share to buy out minorities in Thistle Hotels, valuing the company at nearly 555m. The deal represents a 15% premium to Thistle's closing share price of 100p, the last trading day before 46%-shareholder BIL said it was considering an offer. The shares climbed 2p to 120p.




'Our offer represents an attractive price for Thistle shareholders and provides them with the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the UK and global hospitality markets in general,' said BIL chief executive Arun Amarsi. On completion, BIL said it intends to carry out a strategic, financial and operational review of Thistle.


The offer will be financed by a loan underwritten by HSBC and United Overseas Bank Ltd, BIL said. The firm has secondary listings on the London and the New Zealand Stock Exchanges.







2003 Associated Newspapers Ltd.

03/04 11:44
BIL, Thistle Hotels' Biggest Investor, Bids for Rest (Update2)
By Gabrielle Monaghan


London, March 4 (Bloomberg) -- BIL International Ltd., the biggest investor in Thistle Hotels Plc, offered to buy the rest of the U.K. hotels operator in a bid that values the company at 554.7 million pounds ($875 million).

Singapore-based BIL, owner of 46 percent of Thistle, offered 115 pence a share in cash, it said in a Regulatory News Service statement. That's 4.2 percent less than yesterday's closing price. The stock rose to 120 pence.

``The offer looks disappointing,'' said Mark Abramson, an analyst at Bear Sterns. ``This offer doesn't come near what we estimate the underlying net asset value to be.''

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deters corporate and long-haul travel. The company, which runs 24 central-London hotels, including The Royal Horseguards, yesterday posted a 42 percent decline in full-year profit.

Shares of Leeds, northern England-based Thistle added 1.7 percent at 11:35 a.m., bringing this year's gain to 9.5 percent.

The offer gives shareholders ``an opportunity to realize in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the U.K. and global hospitality markets in general,'' BIL Chief Executive Officer Arun Amarsi said in the statement.

Thistle said yesterday it will decide whether to return cash to shareholders once the bid approach from BIL was concluded.

It's been urged by analysts to buy back shares after raising 600 million pounds last year through the sale of 27 hotels, including the Thistle Kensington Palace, to Orb Estates Plc. The hotelier was the subject of a takeover pursuit in November by Orb, a U.K. real-estate company.

Interesting - question is what will they do with the cash in the end?

board rejects offer which included the final div as an extra


ains

RNS Number:2613I
Schroder Investment Management Ltd
04 March 2003



FORM 8.1/8.3
Date of Disclosure: 04/03/03

DISCLOSURE UNDER RULES 8.1 (a), 8.1 (b)(i), AND 8.3 OF THE CITY CODE

ON TAKEOVERS AND MERGERS


Date of Dealing: 03/03/03
Dealing in: Thistle Hotels PLC
(1) Class of securities (e.g. ordinary shares): ORDINARY 25 13/20p SHARES
(2) Amount bought Amount sold Price per unit (p)

63,100 117.5
(3) Resultant total of the same class owned or controlled: 5,318,511

Percentage of class: 1.103%
(4) Party making disclosure: SCHRODER INVESTMENT MANAGEMENT LIMITED
(5) EITHER (a) Name of purchaser/vendor (Note 1) :

OR (b) If dealing for discretionary client(s), name of fund management organisation:

SCHRODER INVESTMENT MANAGEMENT LIMITED
6. Reason for disclosure (Note 2)


(a) associate of (i) offeror (Note 3) NO
(ii) offeree company NO

Specify which category or categories of associate (1-8 overleaf):

If category (8), explain:

(b) Rule 8.3 (i.e. disclosure because of ownership or control of 1% or more of the class of
relevant securities dealt in). YES

Mm's have started ticking blue




4 March 2003


THISTLE HOTELS PLC ("THISTLE")
REJECTION OF BIL INTERNATIONAL LIMITED'S ("BIL") OFFER



The Board of Thistle* has consulted with its advisers to consider today's
announcement of an unsolicited offer for Thistle by BIL at 115 pence per share.
It notes that BIL intends to retain the proposed final dividend of 3.4 pence per
Thistle share announced yesterday. The Board strongly believes that this offer
is opportunistic and totally fails to recognise the underlying value of Thistle.



The Board of Thistle, along with its advisers, continues to focus on the best
strategic options to deliver value for all shareholders.



The Board of Thistle will provide detailed advice to its shareholders in due
course.



In the meantime Thistle shareholders should take no action in relation to their
Thistle shares.

Ticked up with one or two buyers coming in ....




Thorny reception for Thistle bid
Jim Armitage, Evening Standard 4 March 2003

SINGAPORE-based Brierley Investments has launched its long-awaited 555m takeover bid for Thistle Hotels - but failed to win the support of the company's directors.



The vehicle run by billionaire Singapore investor Quek Leng Chan is offering 115p in cash for Thistle's shares and would take on the group's 367m cash pile as part of the deal.


Speculation about a bid has been swirling for several weeks although Brierley's advisers did not start detailed talks with Thistle's non-executive directors until early last week. 'We are disappointed that, to date, they have not recommended this offer,' said Arun Amarsi, Brierley's secretive managing director. Brierley already owns nearly 46% of the shares.

In a statement released just after midday, Thistle rejected the offer as opportunistic and said it failed to recognise the 'underlying value of the business'. Thistle also said Brierley intended to retain the proposed final dividend* of 3.4p a share the hotelier announced on Monday.



The offer represents a premium of 15% to Thistle's shares before Brierley said last month that it was considering a bid. The company launched its offer after a rise in the share price today caught the attention of the Takeover Panel. The price, up 2p at 120p, reflected investors' hopes of a better offer.


Brierley claims Thistle has underperformed even in a depressed market. The group's cash pile was raised by selling 37 hotels to Jersey investor Orb Estates, a deal now the subject of legal action between the two sides.


Brierley is being advised by HSBC, which is also financing the offer alongside Singapore's United Overseas Bank.



2003 Associated Newspapers Ltd

03/04 12:29
BIL, Thistle Hotels' Biggest Investor, Bids for Rest (Update3)
By Gabrielle Monaghan


London, March 4 (Bloomberg) -- BIL International Ltd., the biggest Thistle Hotels Plc shareholder, offered to buy the rest of the U.K. hotels operator in a bid that values the company at 554.7 million pounds ($875 million). Thistle rejected the bid.

Singapore-based BIL, owner of 46 percent of Thistle, offered 115 pence a share in cash, it said in a Regulatory News Service statement, or 4.2 percent less than yesterday's closing price. The stock rose to 120 pence.

``This looks like a cheeky bid,'' said Colin Morton, who helps manage 300 million pounds at BWD Rensburg Ltd. and sold his Thistle shares after they rose to 130p. ``It's not particularly generous since the net asset value is close to 2 pounds.''

Thistle and rivals with luxury rooms in city centers have suffered more than cheaper hotels as sluggish economic growth deters corporate and long-haul travel. The company, which runs 24 central-London hotels, including The Royal Horseguards, yesterday posted a 42 percent decline in full-year profit.

Shares of Leeds, northern England-based Thistle added 1.7 percent at 12:15 p.m., bringing this year's gain to 9.5 percent.

`Disappointing' Offer

The offer gives shareholders ``an opportunity to realize in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle and the U.K. and global hospitality markets in general,'' BIL Chief Executive Officer Arun Amarsi said in the statement.

``The offer looks disappointing,'' said Mark Abramson, an analyst at Bear Stearns who has a ``peer perform'' rating on the stock. ``This offer doesn't come near what we estimate the underlying net asset value to be.''

Thistle said yesterday it will decide whether to return cash to shareholders once the bid approach from BIL was concluded.

It's been urged by analysts to buy back shares after raising 600 million pounds last year through the sale of 27 hotels, including the Thistle Kensington Palace, to Orb Estates Plc. The hotelier was the subject of a takeover pursuit in November by Orb, a U.K. real-estate company.

BIL's offer is ``opportunistic and totally fails to recognize the underlying value of Thistle,'' the hotelier said in a Regulatory News Service statement.

12:31pm (UK)
Thistle Rejects Bid from Shareholder

By Ben Griffiths, City Staff, PA News


The Singapore-based investment firm circling Thistle Hotels today tabled a cash bid valuing the upmarket hotel chain at 555 million.

BIL International, which already owns 46% of Thistle, is bidding 115p per share for the remaining stake it does not already own.

Thistle immediately rejected the approach, calling it opportunistic and claiming the offer failed to recognise the underlying value of the company.

Thistle is Londons biggest hotel operator with 24 of its 56 hotels in the capital, including the famous Royal Horseguards and the Thistle Tower.

Shares in Thistle, which also operates hotels in major cities including Edinburgh, Newcastle and Birmingham, have risen in recent days as City traders looked to cash in on the bid rumours.

The shares gained 2p to 120p by lunchtime today.

Reporting annual results yesterday, Thistle warned there had been no perceptible improvement in trading after seeing profits fall in 2002.

BIL International said the offer price represented a premium of around 15% to the closing middle market price of 100p per share on February 20, the last business day before the announcement that it was contemplating a bid.

Chief executive Arun Amarsi said: We believe that our offer represents an attractive price for Thistle shareholders and provides them with the opportunity to realise in cash their investment in Thistle whilst removing the risk and uncertainty in connection with the current challenges facing Thistle.

LONDON (SHARECAST) - A bid for Thistle Hotels by its biggest shareholder Brierley Investments as has been dismissed as opportunistic by the board of the hotel group.

BIL's bid, which has been widely expected since its approached the Thistle board just over a week ago, is worth 115p per share and values the company as a whole at 555m. It said if possible it wants the agreement of the Thistle board. Singapore-based BIL already owns 46% of Thistle.

Urging shareholders to take no action, Thistle's board said "It notes that BIL intends to retain the proposed final dividend of 3.4p per Thistle share announced yesterday. The Board strongly believes that this offer is opportunistic and totally fails to recognise the underlying value of Thistle."

Yesterday, Thistle posted a pre-tax profit for the year of 27.9m, compared to 49.1m the previous year. However, the group said that revenue for the first eight weeks of the year in its 18 owned or leased hotels is 1% ahead of the same period in 2002.