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.

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

AINS.
you know when you were banned from AFN , and me also shortly after, you managed to get several other aliases through, like colowe, dolarhogger, etc, can you remind me how to do it again, as the cockroaches are tearing you apart there.

herumph, hoc,heheheh,hic, ramp,hack

SINGAPORE (AFX-ASIA) - BIL International Ltd said it swung to a net loss of 18 mln usd in the first half to December from a year-earlier profit of 5.1 mln largely due to foreign exchange losses of 12.4 mln usd and financing costs which eclipsed stronger sales.
Sales rose to 8.7 mln usd from 3.6 mln.

The results include net interest and financing costs of 16.1 mln usd and a gain of 12.9 mln from the sale of shares in Fraser & Neave Ltd, it said.

Operating profit reached 11.6 mln usd against 3.4 mln a year earlier.

The company said associate Thistle Hotels contributed a net loss of 900,000 usd.

Chief executive Arun Amarsi said the company has mostly resolved issues relating to underperforming assets, excessive cost structures and high debt levels.

"While most of these legacy issues are largely addressed, our biggest investment, being a 45.8 pct (stake) in Thistle Hotels, has not performed to its potential and its share price has consequently suffered." he said.

Earlier this month, BIL offered to acquire the rest of the shares in Thistle Hotels it does not own at 115 pence per share, an offer which Thistle said is "opportunistic" and "failed to recognise the underlying value of the group".

"We will continue to maximise value for our shareholders from our existing assets as well as identifying new investments which meet our risk and return criteria," said Amarsi.

manny.serapio@afxasia.com

Reit steps in with 700m bid to pluck Thistle
By Helena Keers (Filed: 14/03/2003) Telegraph


The battle to buy Orb's Thistle-branded hotels has intensified with Reit Asset Management stepping in with a 700m offer.

Reit, which boasts property entrepreneur Leo Noe as a partner, hopes to snap up the 37-hotel portfolio and sell on three central London properties for luxury flats. These are thought to include Thistle Kensington Palace, Lancaster Gate and Kensington Park.

An insider said yesterday: "We are an investment company and primarily buy on income. We are not developers."

Referring to missing Thistle funds, he said: "This is a very difficult nut to crack; all the complications have an effect on timing." The 11m funds vanished from an account held by Royal Bank of Scotland International in Jersey.

The account, which was controlled by Hotel Portfolio II, an Orb subsidiary, received revenues from the Thistle hotels to pay the interest on securitisation notes.

The Jersey company is also involved with a Serious Fraud Office investigation into the disappearance of 33m of funds from Izodia, a dotcom shell, and it owes Morgan Stanley 88.8m for loan arrangements.

The news of Reit's bid follows a cash offer for Thistle from BIL International, the Singapore-based investment firm which owns 45.8pc of Thistle. BIL's offer of 155p a share was rejected by Thistle's management as too low.

Thistle shares fell .5 to 120.5p yesterday as BIL posted an $18m (11m) halfway loss, due to interest expenses and currency losses. Thistle contributed a net loss of $900,000.

MARKET COMMENT
Cheap Hotels On Offer

By David Kuo (TMFDragon)
March 19, 2003


The UK tourism industry is in the doldrums. The post-11 September slump in tourism has, it would seem, been more devastating than at first thought. Ask any London cabbie when he last had an American tourist in the back of his taxi.

Similar tales of woe can be heard from the restaurant industry. This applies especially to those businesses that have significant operations in the capital. PizzaExpress (LSE: PIZ) and ASK Central (LSE: AKC), for example, have both noticed a drop-off in activities in their central London restaurants.

You would expect, by inference, that hotels should be adversely affected also. Surprisingly, hotel revenues, though lower, have not been that badly impacted. This is because hotels often trade off room rates against occupancy levels.

A commonly used measure of a hotel's performance is the cutely named RevPAR, or revenue per available room. Room rates can be reduced in order to attract higher occupancy levels. So long as RevPAR is sufficient to cover the variable costs per room plus a proportion of the fixed overheads, the hotel should be able to deliver a profit.

Revenues from room rentals tend to make up a significant proportion of a hotel's total revenue. Among the top hotels, room revenues can account for 65% of total turnover. The rest is made up by meals and other services. In budget hotels, room revenues can contribute up to 90% of total sales.

Stock market investors have shied away from the hotel sector over concerns of a prolonged downturn in tourism. This has affected the share prices of many hotel operators. Interestingly, it has not deterred corporate activity within the sector.

Just recently, BIL International (LSE: BIL), controlled by the Malaysian billionaire Kwek Leng Chan, launched a bid for Thistle Hotel (LSE: THO). His advances sent the share price for the hotel some 33% higher. Interestingly, Kwek's cousin, Kwek Len Beng, is a big shareholder in Millennium & Copthorne Hotels (LSE: MLC).

There are, however, still some reasonably priced hotels out there. These include the Dublin-based Jurys Doyle Hotels (LSE: JDH), which sports on a price to earnings of 14. De Vere Group (LSE: DVR) and Macdonald Hotels are also modestly priced, at 11 and 9 times earnings respectively.

Just got back from Egypt - The hotels there are empty (and that's a under statement!) and this was high season for them!

I'm very suspicous about BIL offer. Surely if things were as bad as they say at Thistle - they should be getting out, not increasing their stake

I can understand why peeps do not want to go to Egypt at this time ..... I have just been to Rome and Budapest and the hotels was virtually full.

I have just received the latest promotional offer from Thistle to shareholders - a 50% off for the next month or so .... guess there are fewer transatlantic punters but they will be filling the rooms albeit at a discount.

I am sure BIL are interested in developing or moving the hotels on at a vast profit when times get a little better.


ains

THO should get their loans back now and have a say in who buys the hotels


ains


LONDON (AFX) - ORB arl said it has exchanged contracts to dispose of 37 Thistle hotels to a new company controlled by Allan Rankin, whose family controls two of Newcastle's quoted companies, Ultimate Leisure PLC and Metnor PLC.
The portfolio of hotels, recently valued at in excess of 900 mln, stg are managed by Thistle Hotels PLC which guarantees to provide not less than 45 mln stg of clear income to the owners.

Allan Rankin, chief executive of Ultimate Leisure and deputy executive chairman of Metnor, and his associates, including Mr Barry Moat, have stated that they intend to continue the strategy of enhancing the asset value of these properties, ORB said.

The three hotels that surround Hyde Park are currently subject to planning applications for change of use to residential.

It is anticipated that Rankin will develop these properties in partnership with a high end residential developer, and talks have reached an advanced stage with Northacre PLC to assist in this process, ORB said.

A number of other sites in good locations in regional towns have also been identified by Rankin's team as having significant change of use development enhancement.

newsdesk@afxnews.com

03/21 19:05
Orb to Sell 37 Thistle Hotels Worth $1.4 Bln to Allan Rankin
By Mark Deen


London, March 21 (Bloomberg) -- Orb Estates Plc, a U.K. real estate company, said it agreed to sell 37 Thistle hotels, worth more than 900 million pounds ($1.4 billion), to a company controlled by millionaire entrepreneur Allan Rankin.

The hotels, including the Thistle Kensington Palace in London, are managed by Thistle Hotels Plc. Thistle ``guarantees to provide not less than 45 million pounds of clear income to the owners,'' Orb said in a Regulatory News Service statement.

The hotels were ``recently valued in excess of 900 million pounds,'' Orb said in the statement, without giving terms of the sale to Rankin. Orb bought the properties from Thistle for 600.4 million pounds in March last year.

European hotels are attracting investors even as room prices and occupancy rates decline because they offer higher returns than stocks, according to a DTZ Holdings Plc report this month.

Orb, which borrowed the money from Morgan Stanley to buy the hotels last year, has defaulted on two loans and wants to sell the hotels, Morgan Stanley said in a letter to bondholders obtained by Bloomberg News last month.

Moody's Investors Service and Standard & Poor's have said they may cut some of the ratings on a 531 million-pound Orb hotel bond. Morgan Stanley underwrote the bonds last year after lending Orb money to buy the hotels. Orb used the bond issue to repay Morgan Stanley.

Allan Rankin and his family control Ultimate Leisure Plc, which owns a string of themed bars and night clubs in northern England, and Mentor Plc, a U.K. engineering company.

Wasn't there speculation that Orb was going to make an offer on Thistle just before they started having their own problems?

Anyone know anything about the "company controlled by Alan Rankin" - I presume it's not the two mentioned in the article?

Yes they were rumoured to be making a bid but clearly couldn't raise the cash or their credibility ..... heres a little more on the current situation - does not make good reading for Orb but I assume THO have certain safeguards built into the original deal.

ains



Jamie Doward, deputy business editor
Sunday March 23, 2003
The Observer

Jersey-based Orb Estates, currently the subject of a Serious Fraud Office investigation, faces further controversy after the sale of its Thistle hotel

portfolio to Allan Rankin, a Tyneside-based multi-millionaire. It has emerged that Rankin is a close business associate of an Orb adviser censured by the Takeover Panel for failing to disclose his links with Orb.
The SFO is looking into the disappearance of 33 million belonging to failed dotcom firm Izodia, in which Orb has a 29 per cent stake. The money was transferred into an account of an Orb associate company, although it is not clear where it is now. Izodia's shareholders gave Orb until last Monday to come up with the cash and have now started legal proceedings.

The hotels sale may raise concerns among Izodia's investors, who will be surprised by the news. Several other firms were circling the hotel chain, which Orb bought last year for 600m. But, in a shock move, Rankin has stolen a lead. Under the deal the Thistle chain's debt and financing structures will be transferred to Rankin's offshore company, Incontrast.

This would separate the hotels from Orb Estates and its liabilities, raising concerns over what claims - if any - Izodia's shareholders may have on the sold-off assets. Orb has so far failed to say what it will do with the cash.

The deal will draw attention to serial entrepreneur Jon Pither, who has strong links with Orb and Rankin.

Pither was ousted as Izodia's chairman when shareholders complained to the Takeover Panel that he was not suitably independent to advise the company on an indicative bid by Orb. Shareholders were alarmed when they learnt Pither was a non-executive director of Abingdon Capital, an adviser to Orb.

In addition, he has a place on the board of Prestige Travel, with Orb director Charles Helvert, and was once a director of Orb-backed oil exploration firm Atlantic Caspian Resources, along with former Orb director Peter Catto. Catto resigned as an Izodia director last year, as did another of its executives, Jarlath Vahey, who also had connections with Orb.

Now it has emerged that Pither sits on the board of two companies run by Rankin - Ultimate Leisure and Metnor Group - raising fresh questions over the tangled nature of Orb's business relationships. An Orb spokeswoman said: 'We don't talk to journalists.' Rankin and Helvert declined to return calls. Pither was uncontactable at the time of going to press.

I hope thinks don't turn any murkier.....

Not sure whether anyone at THO is directly involved but do wish they would make the situation clear on where they stand.


ains