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've got some too. Originaly bought in at floatation but sold them for a small profit just prior to the Nomura interest a few years back. Then bought back in and still holding. Not one of my better investments but have had the divi's and return of capital since.

Do you have any thoughts on the offer?

Three blocks of 100,000 shares sold today at 121, 122 & 122 - someone selling short?

Seems unlikely - the trades may not be connected - may just be TTraders closing. The risk against reward seems very poor for a short. The bidder will have started incurring heavy expenses and unlikely to just walk away imho and may well be someone else interested. Plus the cash back situation and divi



ains

LW, my thoughts in two words:

it sucks!

Still ticking up on low volume 122/124p


ains

and again @ 123/124p on volume just over 200K

My guess is they will move their offer up ahead of the war



ains

Orb nears Thistle disposal
By Edward Simpkins (Filed: 09/03/2003) S Telegraph


Orb Estates, the Jersey-based investment company, is close to selling its portfolio of Thistle Hotels for 700m, a year after acquiring them for 600m.

Orb is believed to be in discussions with REIT Asset Management, the investment vehicle of the Noe family. REIT may be backed by Apollo Real Estate, a US-based equity house. The deal would involve the pair assuming 531m of debt and paying the remainder in cash for the 37 regional and six London hotels.

The deal would be welcomed by shareholders in Izodia, a failed software company turned cash shell, in which Orb is the largest shareholder.

Izodia has started legal proceedings against Orb to recover 33m of cash, its sole asset, which it claims was transferred to an associate of Orb.

Orb's offices have been raided by the Serious Fraud Office in connection with an inquiry into the whereabouts of the cash. Orb and its directors deny any wrongdoing.

The buyers are thought to be considering redeveloping the Kensington Palace, Kensington Park and Lancaster Gate hotels with the remainder likely to continue to be run by Thistle.

The 600m sale and leaseback between Orb and Thistle signed last March has since become fraught with difficulties. Orb is being sued by Thistle for refusing to pay 15m of the sale price while Orb is countersuing for 54m, the amount by which it claims the value of the hotels was overstated by Thistle.

Hmmmmmmmm ...... looks like we may get a real good result here ........



ains


March 09, 2003

Thistle plans 1bn auction
John Waples STimes



IAN BURKE, chief executive of Thistle Hotels, is to auction some of the groups flagship London hotels in a bid to defeat a 554 billion bid from its largest investor.
Burke is already in talks with advisers to put the Tower Thistle, worth more than 200m, up for sale. Other assets to be put on the market include the Royal Horseguards and Thistle Marble Arch. Analysts say the 18-strong owned or leased London portfolio could be worth between 800m and 1 billion.

Last week, BIL, an investment company controlled by Quek Leng Chan, a Malaysian tycoon, tabled an offer, valuing Thistle at 115p a share. This compares with a net asset value of 211p. The Thistle board, chaired by David Newbigging, immediately dismissed the offer as opportunistic and at a wholly inadequate premium. BIL controls 46% of Thistle.

Several of the hoteliers minority investors have also dismissed the approach. Tom Shrager of Tweedy Browne, the American value fund, which has just over 6%, said last week: We believe the present offer is outrageously low. It is pegged at half the asset value. Insight, which owns 4%, has also rejected the bid.

Burke is being advised by Merrill Lynch and, according to analysts, has held talks with several property consultancies over handling a potential sale. One option under discussion is to give all the proceeds back to shareholders. Thistle has only 260m of debt and has 340m of cash on its balance sheet after selling a portfolio of regional hotels to Orb Estates, a Jersey-based investor, for 600m.

Burke wanted to return this cash to investors, but his proposal was blocked by BIL. Thistle declined to comment, but it is thought that the group is now effectively open to all offers.

Four-star hotels are selling at between 180,000 and 300,000 a room. Thistles two biggest assets are the 801-bedroom Tower Thistle and Marble Arch, with 692 bedrooms.

Analysts say that, despite the weak hotel market, there are likely to be a number of buyers interested in its prime hotels. It is thought that parties who have registered their interest include the Barclay brothers, Strategic Capital and Blackstone, the American private-equity group.

The two BIL representatives on the Thistle board, Arun Amarsi and Chan, are no longer involved in the discussions. BIL is disappointed it has not secured the support of the government of Singapore, which controls 13% of the company.

Burke is also in the process of trying to find a new buyer to take over the regional hotel assets from Orb. Thistle has retained the management contract for these hotels. Orb is under investigation by the Serious Fraud Office and Thistle is having to write off 45m that was due from Orb.

Thistle has also started legal proceedings to recover an additional 15m. Orb has submitted a counter-claim, saying it had been misled by Thistle over the valuation of the hotels.

BIL blames Burke for tying up the deal with Orb. It believes the Thistle board has eroded shareholder value. BIL is also understood to be critical of Burkes management style.

Leo Noe, the property entrepreneur, has put a 600m offer on the table to buy the Orb portfolio. Noe is being backed by Gerald Ronson of Heron and by Apollo, an American opportunity fund. It is thought that Ronson may now look at Thistles entire portfolio.

Last week Thistle reported a 6.8% drop in sales in 2002. To boost sales, Burke said he was concentrating on the more resilient short-break market and on stripping out costs.

I think BIL have scored an own goal as they can no longer vote on the important issues and this must make it easier for the board to agree a money back to shareholders deal amongest many options




ains



03/09 11:16
Thistle to Sell Hotels to Fend Off BIL Bid, Sunday Times Says
By James Mosher


London, March 9 (Bloomberg) -- Thistle Hotels Plc plans to sell some its London hotels to raise as much as 1 billion pounds ($1.6 billion) as part of a strategy to defeat a hostile bid from its largest shareholder, BIL International Ltd., the Sunday Times newspaper reported, without identifying any sources.

Ian Burke, Thistle's chief executive officer, is already in talks with advisers about putting the Tower Thistle, worth more than 200 million pounds, up for sale, the newspaper said. Other hotels to be offered for sale include the Royal Horseguards and the Thistle Marble Arch, the Sunday Times said. The 18 London properties could be worth between 800 million and 1 billion pounds, the paper said, citing analysts.

Burke is being advised by Merrill Lynch & Co. and has held talks with several property consultancies over handling a potential sale, the Sunday Times said. An option being considered would have all proceeds from the sales going back to shareholders, the newspaper said. Thistle declined to comment to the Sunday Times.

BIL International, which owns 46 percent of Thistle, last week offered to buy the remainder of the company for 554.7 million pounds. Thistle rejected the bid, saying it was too low.

Things seem to be getting interesting. Hopefully they'll let us have some of the cash back sooner rather than later and not spend it all on advisers fees etc. which has taken substancial chunks of the cash. (I seem to remember on one occassion as much of 25% of the money they got went on fees! I remember thinking at the time what an outrageous amount!)

:-)) ...... They will find it hard to spend it all but take your point - advisors are expensive but in this instance I think we are making a real gain .... should be interesting this week. The paperwork has arrived but doubt I will read it as the offer is down the chute imho



ains




LONDON (AFX) - Thistle Hotels PLC is working on plans for a 500 mln stg sale of three top London hotels to thwart the 554 mln stg bid from Singapore-based BIL International Ltd, reported the Business without citing sources.
The report said Thistle would return the proceeds to shareholders as a special dividend, but it can only do that if a majority of shareholders approve the plan.

BIL already has a 46 pct stake, but The Business said other shareholders are sufficiently incensed that BIL's bid undervalues the company, they could outvote the bidder.

The three hotels identified for possible sale are the 801-bed Tower Hotel by Tower Bridge, the 280-bed four-star Royal Horseguards Hotel near the Houses of Parliament, and the 692-bed Marble Arch near Hyde Park and Oxford Street.

Thistle Hotels could not be reached for comment.

The Scotsman on Sunday

Thistle Hotels plans London sale to thwart unwelcome overseas advances

RICHARD NORTHEDGE


THISTLE Hotels is working on plans for a 500m sale of three top London hotels to thwart the expected 554m bid from Singapore-based BIL.

The Leeds group would return the proceeds to shareholders as a special dividend - but it can do that only if a majority of shareholders approve the plan and BIL starts with a 46% stake.

Thistle believes other shareholders are sufficiently incensed that BILs bid undervalues the company that it could muster sufficient support to out vote the bidder.

The investors are now mainly institutions, which are easier to contact and more likely to vote.

The three hotels identified for possible sale are the 801-bed Tower Hotel by Tower Bridge, the 280-bed four-star Royal Horseguards overlooking the Thames near the Houses of Parliament, and the 692-bed Marble Arch near Hyde Park and Oxford Street.

Together they account for half of Thistles assets: the 18 hotels that it owns, rather than manages, were valued in last weeks accounts at exactly 1bn.

It is understood that Thistle management have previously put forward plans for selling assets but have been blocked by the two BIL representatives on its board.

A buy-back of shares has also been mooted, but unless BIL agreed to sell shares, it would end up holding a larger proportion of the company and could bring BIL nearer to control.

BIL is offering 115p a share for the UK company, almost half its net asset figure of 211p.



Thistle reported a fall in pre-tax profits from 49m to 28m


BIL claims the assets are overvalued, but trying to sell them would establish their real value.

Thistle last week reported a fall in pre-tax profits from 49m to 28m and admitted that the room rate on its London hotels fell by 8.7%.

Many London hoteliers are reporting slack business and are having to offer special deals, but the Towers turnover fell by nearly 13% last year as competitors opened nearby.

The company owns 56 hotels in the UK, including 22 in the capital, making it the biggest hotelier in London. It has already reduced its portfolio from 100 after a previous downturn and now holds cash.

Last year it sold 37 hotels for 599m and ended the year with 367m cash.

The group was built by Scottish & Newcastle, the brewery outfit which bought several of the hotels - including the Tower - from EMI.

The brewer sold the chain in 1989 to the Mount Charlotte group, which was taken over in 1990 by BIL, then called Brierley Investments.

The Thistle name was applied to the whole chain and, when it was floated in 1996, BIL retained a 46% stake.

The Singapore government investment agency took a near-20% stake, however, and is opposed to BILs bid.

Thistle will need to time its sales plan well to thwart BIL. It must obtain shareholders approval before any acceptances take BILs stake above 50%.

Some investors will regard the scheme as a defence tactic by Thistle directors to force BIL to increase its offer.

Things are hotting up ....





March 10, 2003

Thistle plans sale to thwart predator
By Nic Hopkins



THISTLE HOTELS has begun seeking buyers of some of its landmark London hotels in an attempt to head off a hostile bid by Singapores BIL, its largest shareholder.
It is said to be seeking to raise as much as 600 million from the sale of six hotels, including the 280-room, five-star Royal Horseguards Hotel. The proceeds could be used to return as much cash to shareholders as the 115p-per-share BIL has offered for Thistle.

Other hotels said to be up for sale include the 800-room Tower Thistle, estimated at up to 200 million, and the Thistle Marble Arch. The sale would leave Thistle with a dozen smaller hotels with a net asset value of about 400 million. Last year Thistle closed a 600 million sale and leaseback deal with Orb Estates, an investment group in Jersey, covering 37 regional hotels.

But the cash-strapped Orb is tangled in a Serious Fraud Office investigation into the disappearance of funds at Izodia, a defunct dot-com shell. The company, which denies any wrongdoing, is said to have put its hotels back on the market for up to 700 million.

But the news that as much as 1 billion worth of hotels had been put on the market received a cool response from potential buyers yesterday. One observer noted that the industry has suffered from fears of a war in the Middle East and terror attacks on the capital. Thistle recently reported a 32 per cent fall in annual pre-tax profits before exceptionals to 30.9 million on turnover 38 per cent lower at 190 million. The source, who represents a potential buyer, said: Its true these are the jewels in Thistles crown, but the business is a mess. If they think they can sell them for 500 million, good luck to them.

Potential buyers of the London-based hotels reportedly include Farnsworth, the hotel consultancy and investor, and Rotch, the real estate group.

Thistle directors seek to scupper 540m swoop

JOHN PHELPS The Scotsman


EMBATTLED directors of Thistle Hotels should effectively scupper a 540 million take-over bid from their major shareholder this week when they release details of plans to sell a chunk of their London portfolio and to return cash to shareholders.

Property experts contacted by the boards advisers at Merrill Lynch have indicated that the 18 company-owned or leased hotels involved in the proposals should be worth more than 800 million even in these uncertain times, a discount of about 200 million on current book values.

The three most attractive hotels - the Tower Bridge, the Royal Horseguards and the Marble Arch - are said to be worth as much as 500 million.

Any cash raised would be in addition to the 367 million Thistle already has in the bank following last years sale of 37 regional hotels to the Jersey-based Orb Estates.

Including this cash, directors say their net assets are worth 211p a share compared with the 115p on offer from Malaysian tycoon Quek Leng Chans BIL Investments, which already owns a 46 per cent share stake.

Analysts say the Malaysian could use his shareholding to block the latest proposals from the Thistle board, led by chairman David Newbigging and chief executive Ian Burke, but such action could further antagonise institutional shareholders.

Under terms of the Companies Act, BIL needs to gain support of 90 per cent of minority shareholders - involving ownership of an overwhelming 94.6 per cent of the total - before it can gain complete control.

Two significant institutions, Tweedy Brown and Insight Investment Management, have said they will support the board with their combined holdings of 9.95 per cent of the company.

Thistle, which was originally built up by Scottish & Newcastle, has management contracts to operate 38 hotels in addition to the 18 London outlets.

Orb Estates, which acquired a package of regional hotels from Thistle last year, is believed to be discussing a possible re-sale of the business to REIT Asset Management, an investment vehicle controlled by the Noe family.

Thistle is claiming that it is still owed 15 million from the transaction while Orb is counter-suing for 54 million.

211 a share - that's more like it. A figure I would consider selling out!

I'm going away for 10 days, and will not be keeping up with whats being going on. As I hold my shares certificated I look forward to opening my post when I return.

In the meantime keep posting Ainsoph, I'll take a look when I get back.

Thanks

Morning ..... I doubt we will see 211p but can easily see 160p+ .... they have ticked up this morning again @ 124/127p .... it might be wise to look in before you get back - if you get the chance



ains

Singapore




Monday March 10, 7:54 PM
Thistle Hotels Sale A Better Option
Call Us In London: 44-20-7842-9464

1154 GMT (Dow Jones) LONDON--Thistle Hotel's (U.MTC) shareholders could benefit from a sale and leaseback of some of its better hotels says analyst, as suggested in The Sunday Times. Says this would be a better option for shareholders than accepting a 115p per share bid from its largest investor, BIL International (D.BIL), as this would return some money to shareholders. Thistle Hotels declined to comment on press speculation. Stock +2.8% at 127p. (SCO)
ADVERTISEMENT

closed up another 3% @ 125/129p 0n 335K traded which is a 4 month high despite the crap market



ains

talk of possible new bid of over 140p



ains