RNS Number:5891K
BIL International Limited
30 April 2003

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN


BIL International Limited

30 April 2003


                            Increased* Offer by HSBC

                         on behalf of BIL (UK) Limited

                             for Thistle Hotels plc


                INCREASED* OFFER OF 130 PENCE PER SHARE IN CASH

Introduction

The board of BIL announces the terms of an increased* cash offer made by HSBC on
behalf of BIL (UK), a wholly owned subsidiary of BIL, to acquire the whole of
the issued and to be issued share capital of Thistle not already owned by the
BIL Group (the "Increased Offer").

The Increased Offer

The Increased Offer is made by HSBC on behalf of BIL (UK) on the following
basis:
              for each Thistle Share          130 pence in cash**

The Increased Offer values the whole of the existing issued ordinary share
capital of Thistle at approximately #627.1 million.

The Increased Offer Price represents approximately:

  * a premium of 46.1 per cent. to Thistle's Closing Middle Market Price of 89
    pence per share on 29 January 2003, the last business day prior to Investec
    re-rating Thistle based on "potential for corporate action";

  * a premium of 30.0 per cent. to Thistle's Closing Middle Market Price of
    100 pence per share on 20 February 2003, the last business day prior to the
    announcement by BIL that it was contemplating making an offer for Thistle;

  * a premium of 7.9 per cent. to Thistle's Closing Middle Market Price of
    120.5 pence per share on 29 April 2003, the last business day prior to the
    date of this announcement;

  * a multiple of 9.4 times Thistle's 2002 pro-forma EBITDA; and

  * a multiple of 30.7 times Thistle's 2002 pro-forma earnings.


Save as set out in this announcement*, the Increased Offer is subject to the
same terms and conditions as those set out in Appendix I to the Original Offer
Document which shall be deemed to be incorporated in and form part of this
announcement.

General

The Increased Offer remains open for acceptance until 3.00 p.m. (BST) on 2 May
2003. Thistle Shareholders who have not already done so should complete and
return their Form of Acceptance as soon as possible.

The Increased Offer is being made by this announcement and by the Increased
Offer Document, which will be despatched to Thistle Shareholders shortly, and by
means of an advertisement to be placed in a national newspaper shortly.

Thistle Shareholders who have already validly accepted the Original Offer need
take no further action - their acceptances are deemed to be acceptances of the
Increased Offer and, subject to the Increased Offer becoming or being declared
unconditional in all respects, they will receive the Increased Offer Price for
their Thistle Shares.

The procedure for acceptance of the Increased Offer is set out in the Original
Offer Document and the Form of Acceptance and will also be set out in the
Increased Offer Document. Thistle Shareholders wishing to accept the Increased
Offer before they receive the Increased Offer Document may do so by completing
and returning one of the Forms of Acceptance that they have already received
(together with the relevant share certificate(s) and/or other documents of
title), in accordance with the procedure set out therein and on pages 17 to 20
of the Original Offer Document.

Commenting on today's announcement, Arun Amarsi, Chief Executive of BIL, said:

"The Increased Offer, at a premium of 46.1 per cent. to Thistle's 29 January
share price, provides Thistle Shareholders with an excellent opportunity to
realise the value of their investment in Thistle at a very attractive price. Our
all-cash offer represents certain value today for Thistle Shareholders, compared
with the risk of retaining an investment in Thistle with its historic
underperformance, compounded by a deteriorating competitive environment against
a backdrop of increased geopolitical risk and economic uncertainty."

Enquiries:

BIL
Arun Amarsi                      +65 6228 1427


HSBC
Neil Goldie-Scot                 +44 (0)20 7991 8888
Jan Sanders
Marcus Ayre


Brunswick
Jonathan Glass                   +44 (0)20 7404 5959
Simon Sporborg


*BIL (UK) reserves the right to extend, revise, amend, renew and/or increase the
Increased Offer.


** (a) Under the Increased Offer, Thistle Shares will be acquired by BIL (UK)
fully paid and free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and other third party rights or interests and together
with all rights attaching thereto including, without limitation, the right to
receive and retain all dividends and other distributions (if any), announced,
declared, made or paid after 4 March 2003, including the final dividend declared
for the year ending 29 December 2002.


(b) The Increased Offer will extend to any Thistle Shares unconditionally
allotted or issued while the Increased Offer remains open for acceptance (or
during such earlier period as BIL (UK) may, subject to the Code, determine) as a
result of the exercise of options granted under the Thistle Share Option
Schemes. Appropriate proposals will be made in due course to participants in the
Thistle Share Option Schemes.




The directors of BIL and BIL (UK) accept responsibility for the information
contained in this announcement, save that the only responsibility accepted by
them in respect of the information in this announcement relating to Thistle or
the Thistle Group (which has been compiled from published sources) is to ensure
that such information has been correctly and fairly reproduced and presented.
Subject as aforesaid, to the best of the knowledge and belief of the directors
of BIL and BIL (UK) (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.


This announcement has been issued by HSBC, which is regulated in the UK by The
Financial Services Authority and which is acting as financial adviser to BIL and
BIL (UK) and no one else in connection with the Increased Offer and the other
matters described in this announcement and will not be responsible to anyone
other than to BIL and BIL (UK) for providing the protections afforded to
customers of HSBC, nor for providing advice in relation to the Increased Offer
or the other matters described in this announcement.


Unless BIL (UK) otherwise determines, the Increased Offer is not being made,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or by use of the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facility of a national securities exchange of any of
those jurisdictions and the Increased Offer should not be accepted by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan. This includes, but is not limited to, the post,
facsimile transmissions, telex, telephone, e-mail and the internet. Accordingly,
copies of this announcement and any related documents are not being sent and
must not be mailed or otherwise distributed or sent in, into or from the United
States, Canada, Australia or Japan. Persons receiving such documents (including,
without limitation, custodians, nominees and trustees) should not distribute or
send them in, into or from the United States, Canada, Australia or Japan or use
the United States, Canadian, Australian or Japanese mails or any such means,
instrumentality or facility for any purpose, directly or indirectly, in
connection with the Increased Offer. Doing so may invalidate any related
purported acceptance of the Increased Offer.




                                   APPENDIX I


              CONDITIONS AND FURTHER TERMS OF THE INCREASED OFFER


Save as set out in this announcement*, the Increased Offer is subject to the
same terms and conditions as those set out in Appendix I to the Original Offer
Document, which shall be deemed to be incorporated in and form part of this
announcement. The Increased Offer is a revision of the Original Offer and shall
be construed accordingly.


The Increased Offer remains open for acceptance until 3.00 p.m. (BST) on 2 May
2003.


Except where the context otherwise requires, any reference in this document or
in Appendix I to the Original Offer Document to:


 i. the "Offer" shall mean the Increased Offer and any extension, revision,
    amendment, renewal or increase thereof;


ii. "acceptances of the Offer" shall include deemed acceptances of the Increased
    Offer;


iii. the Offer becoming "unconditional" shall include the Increased Offer
    becoming or being declared unconditional; and


iv. the "Offer Document" shall mean the Increased Offer Document.


The Increased Offer is, save as set out herein, made on and is subject to the
terms set out in the Original Offer Document (other than paragraph 5(xvi) of
Part B of Appendix I thereto).


*BIL (UK) reserves the right to extend, revise, amend, renew and/or increase the
Increased Offer.




                                  APPENDIX II


                        BASES AND SOURCES OF INFORMATION


 i. The Increased Offer value is based on the Increased Offer Price multiplied by
    the 482,382,087 Thistle Shares in issue (as indicated by Thistle's records
    at Companies House as at 28 April 2003).


ii. Thistle's Closing Middle Market Price on 29 January 2003, the last business
    day prior to Investec re-rating Thistle based on "potential for corporate
    action", was 89.00 pence.


iii. Thistle's Closing Middle Market Price on 20 February 2003, the last
    business day prior to the announcement by BIL that it was contemplating
    making an offer for Thistle, was 100.00 pence.


iv. Thistle's Closing Middle Market Price on 29 April 2003, the last business
    day prior to this announcement, was 120.50 pence.


 v. The multiple of 9.4 times 2002 pro-forma EBITDA is based on the enterprise
    value represented by the Increased Offer, as derived from the Increased
    Offer Price multiplied by the number of Thistle Shares in issue (see section
    (i) of this Appendix) and the market value of Thistle's debt as at 28 March
    2003 (see section (ix) of this Appendix) net of cash at bank and in hand;
    and BIL's calculation of Thistle's 2002 pro-forma EBITDA (see section (viii)
    of this Appendix).


vi. The multiple of 30.7 times 2002 pro-forma earnings is based on the Increased
    Offer Price and BIL's calculation of Thistle's 2002 pro-forma earnings (see
    section (viii) of this Appendix).


vii. Where "enterprise value" has been used in this announcement, debts taken
    into account in the valuation have been calculated in accordance with FRS
    13.


viii. Pro-forma results


 a. References to "2002 pro-forma EBITDA", "2002 pro-forma earnings" or similar
    statements in this announcement relate to Thistle's reported 2002 results as
    adjusted by BIL to remove discontinued operations and to reflect the full
    year effect of the disposal of 37 hotel businesses to Orb in April 2002.


 b. The adjustments set out below have been made by BIL in arriving at the
    pro-forma results:


(1)     the results from disposed operations have been removed;


        (2)     the management fee from the operation of the disposed hotels has
        been adjusted to reflect an estimated full year's fee of #7.3 million,
        derived from a Credit Suisse First Boston research note dated 26
        November 2002;

        (3)     interest income and expense have been adjusted to reflect a full
        year's reduction in Thistle's debt balance and a full year's interest
        income from its cash balance; and

        (4)     a 30 per cent. tax rate has been assumed in calculations of
        profit after tax.

                         2002         2002            2002          2002            2002
                       Actual     Disposed        Mgmt fee  Interest adj       Pro-forma
                    (prelims)    (prelims)     (pro-forma)   (pro-forma)     (pro-forma)
Turnover                190.0       (33.0)             1.4                         158.4
EBITDA                   71.9    (12.4)(*)             1.4                          61.0
EBITA                    49.2        (9.0)             1.4                          41.6
PBT                      30.9        (9.0)             1.4       5.8(**)            29.1
Assumed tax                                                                        30.0%
PAT                      21.8                                                       20.4
- EPS                    4.5p                                                       4.2p
- Adjusted EPS           5.2p


        (*)     Disposed depreciation charge calculated as 3/12ths of the 2001
        depreciation charge relating to the disposed hotels of #13.4 million

        (**)     Interest adjustment calculated by removing the cost of 3
        months' interest at 5.4 per cent. on #174 million of debt retired
        following the sale of 37 hotels to Orb on 4 April 2002 and adding #3.5
        million, equivalent to 3 months' interest income on the estimated cash
        balance of #364.1 million, following the transaction with Orb (source:
        Thistle's 2002 annual report, 2001 annual report and 14 July 2002
        interim statement)


        (ix)     References to "market value" relate to the aggregated closing
        market price for each Thistle debenture on 28 March 2003, as sourced
        from Datastream.




                                  APPENDIX III


                                  DEFINITIONS


Unless the context otherwise requires and save to the extent superseded in this
document, the definitions in the Original Offer Document and the Response to
Thistle's Defence Document shall also apply in this document, together with the
following definitions:

"Increased Offer"                  the increased* cash offer made by HSBC on behalf of BIL (UK), a wholly
                                   owned subsidiary of BIL, to acquire the whole of the issued and to be
                                   issued share capital of Thistle not already owned by the BIL Group;
"Increased Offer Document"         the document to be posted to Thistle Shareholders containing the
                                   Increased Offer;
"Increased Offer Price"            130 pence per Thistle Share;
"Original Offer"                   the offer announced on 4 March 2003 and made by HSBC on behalf of BIL
                                   (UK) for the Thistle Shares not already owned by the BIL Group;
"Original Offer Document"          the offer document dated 31 March 2003 in respect of the Original Offer;
                                   and
"Response to Thistle's Defence     the circular posted to Thistle Shareholders by BIL (UK) on 23 April 2003.
Document"





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            The company news service from the London Stock Exchange
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