RNS Number:2963I
Thistle Hotels PLC
04 March 2003


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

Further to the announcement earlier today by BIL of an unsolicited cash offer to
be made by BIL (UK) Limited for the whole of the issued and to be issued
ordinary share capital of Thistle which it does not already own and Thistle's
subsequent rejection of that proposal, the Board of Thistle*, having consulted
with its advisers, wishes to set out in more detail the basis for its unanimous
rejection of BIL's offer.

Prior to its announcement today, BIL had conveyed its offer to the Board of
Thistle* and the Board informed BIL that it would reject an offer at this level
as being wholly inadequate.

The Board of Thistle* considers that:


  * BIL's offer is opportunistically timed to coincide with a cyclical
    downturn in the hotel industry, as well as taking advantage of the current
    uncertain geo-political environment;

  * As announced in Thistle's Preliminary Results yesterday, the Board
    believes that Thistle shareholders are well placed to participate in any
    upturn in the hotel cycle through Thistle's owned and leased London hotels,
    particularly in light of Thistle's operational leverage;

  * BIL's offer of 115 pence per Thistle share is wholly inadequate,
    representing:

  * only a 4 per cent. premium to Thistle's three month average share price of
    approximately 110.5 pence, based on the period up to 20 February 2003, being
    the last business day prior to BIL's announcement regarding a possible offer
    for Thistle; and

  * an 8 per cent. discount to Thistle's 12 month average share price of
    approximately 125.6 pence, based on the period up to 20 February 2003, being
    the last business day prior to BIL's announcement regarding a possible offer
    for Thistle.

  * BIL's offer shows that it intends to retain the final dividend proposed by
    Thistle's Board of 3.4 pence per share. This dividend is in respect of
    profits earned in the last financial year and shareholders are therefore
    being offered only an additional 111.6 pence per Thistle share;

  * The cash on Thistle's balance sheet as at 29 December 2002 of #367 million
    equates to approximately 76 pence per Thistle share. BIL is offering,
    therefore, only 39 pence per share for Thistle's hotel businesses:

  * excluding this cash on Thistle's balance sheet as at 29 December 2002, the
    net asset value of Thistle is equivalent to 135 pence per share. 39 pence
    per share is a 71 per cent. discount to this; and

  * the views of BIL were highly influential in the decision to retain this
    cash within the Company. This policy will be reviewed by the Board of
    Thistle* in light of the offer received today.

  * The Board of Thistle* will provide detailed guidance following the posting
    of the offer document by BIL. In the meantime, Thistle shareholders are
    strongly urged to take no action in relation to their holdings of Thistle
    shares.

David Newbigging, Chairman of Thistle, said:

"This offer is opportunistic and at a wholly inadequate premium. It totally
fails to recognise the underlying value of Thistle and the Board of Thistle* has
no hesitation in rejecting it. We are reviewing the options to maximise value
for all of Thistle shareholders."



Enquiries:
Thistle Hotels Plc                                                                Telephone: 020 7895 2304
Ian Burke, Chief Executive Officer

Merrill Lynch International                                                       Telephone: 020 7995 2000
Simon Mackenzie-Smith, Managing Director
Richard Nourse, Managing Director

Deutsche Bank                                                                     Telephone: 020 7545 8000
Charles Wilkinson, Managing Director, Corporate Broking

Hogarth Partnership Limited                                                       Telephone: 020 7357 9477
Nick Denton
Chelsea Hayes

Sources and Bases:

Average share price information has been sourced from Datastream.

Net asset value calculations per share are based on net assets of #1,016.1
million and cash of #367 million as at 29 December 2002 sourced from Thistle's
Preliminary Results announcement dated 3 March 2003 and 482.4 million shares in
issue.

* The Board of Thistle for these purposes comprises all of the directors of
Thistle, other than Tan Sri Quek Leng Chan and Mr Arun Amarsi, who in view of
their positions as Chairman and CEO, respectively, of BIL have not participated
in the deliberations of the Thistle board in relation to BIL's offer.

Merrill Lynch International and Deutsche Bank AG are acting for Thistle Hotels
plc and for no-one else in connection with BIL's offer for Thistle Hotels plc
and will not be responsible to anyone other than Thistle Hotels plc for
providing the protections afforded to clients of Merrill Lynch International or
Deutsche Bank AG or for providing advice in relation to such offer.

END


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