RNS Number:2878I
BIL International Limited
4 March 2003
BIL INTERNATIONAL LIMITED
(Continued into Bermuda with limited liability)
PROPOSED ACQUISITION OF THISTLE HOTELS PLC
1. INTRODUCTION
BIL International Limited ("BIL") announces that it intends to acquire all the
remaining shares in its 45.8% associated company, Thistle Hotels PLC
("Thistle"), not already owned by BIL (through its wholly-owned subsidiary)
("Acquisition").
2. PRINCIPAL TERMS OF ACQUISITION
2.1 Offer. The Acquisition will be effected by way of a voluntary
conditional cash offer ("Offer") for Thistle by a wholly-owned subsidiary of
BIL, BIL (UK) Limited ("BIL (UK)").
2.2 Offer Price. BIL (UK) will make the Offer at 115 pence in cash for
each Thistle share ("Offer Price"). The Offer Price:
(1) represents:
(a) a premium of approximately 15.0 per cent. to the closing middle
market price of 100 pence per Thistle share on 20 February 2003, the last London
business day prior to the announcement by BIL that it was contemplating making
an offer for Thistle;
(b) a multiple of approximately 22.1 times Thistle's reported adjusted
earnings per share from continuing operations for the year ended 29 December
2002; and
(c) a multiple of approximately 0.55 times Thistle's net tangible asset
backing per share as of 29 December 2002; and
(2) values:
(a) the whole of the existing issued share capital of Thistle at
approximately #554.7 million (or S$1,525.4 million(1)); and
(b) the whole of the existing issued share capital of Thistle not already
owned by BIL (through its wholly-owned subsidiary) at approximately #300.5
million (or S$826.4 million1).
2.3 Offer Announcement. Further details on the terms of the Acquisition
are set out in the announcement ("Offer Announcement") released today by HSBC
Bank PLC ("HSBC"), financial adviser to BIL and BIL (UK) in connection with the
Offer, a copy of which is set out in Appendix 1 hereto. The conditions to the
Offer, which include the approval of the shareholders of BIL for the Acquisition
(see further Section 6.1 below), are set out in Appendix 1 to the Offer
Announcement.
2.4 Offer Document. The full terms and conditions of the Offer
(including details of how the Offer may be accepted) will be set out in a
document to be sent to the Thistle shareholders (the "Offer Document")
containing the Offer and the form of acceptance accompanying the Offer Document.
The Offer Document, together with the form of acceptance, will be despatched
by HSBC, on behalf of BIL (UK), to Thistle shareholders as soon as possible.
3. RATIONALE FOR ACQUISITION
3.1 Background. BIL originally acquired Mount Charlotte Investments PLC,
the forerunner to Thistle in 1991 and, following significant investment, growth
in the portfolio and a rebranding of the company to Thistle, floated it on the
London Stock Exchange ("LSX") in 1996. The purpose of the flotation was to
raise Thistle's profile and status, increase international recognition of the
Thistle brand and further the development of the business.
3.2 Rationale for Acquisition. BIL believes that since that time Thistle
has not performed to its potential and its share price has consequently
suffered. BIL now believes that the further development of Thistle 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.
Consequently, BIL is offering Thistle shareholders the opportunity to realise
their investment in Thistle at a premium to the Thistle share price on 20
February 2003, the last London business day prior to the announcement by BIL
that it was contemplating making an offer for Thistle.
3.3 Compulsory Acquisition and Delisting. If BIL (UK) receives
acceptances under the Offer in respect of, and/or otherwise acquires, an
aggregate of 90 per cent. or more of the Thistle shares to which the Offer
relates, BIL (UK) intends to acquire compulsorily any outstanding Thistle shares
to which the Offer relates. For this purpose, the "Thistle shares to which the
Offer relates" do not include Thistle shares already owned by BIL and/or its
subsidiaries.
Once the Offer becomes or is declared unconditional in all respects, BIL (UK)
intends to procure Thistle to apply to the UK Listing Authority to delist
Thistle from and cancel trading in Thistle shares on the LSX.
3.4 Plans for Thistle. Upon completion of the Offer, BIL intends to
undertake a thorough strategic, financial and operational review of Thistle.
Following the review, BIL intends to take such steps as are necessary to ensure
that Thistle operates efficiently and cost effectively with optimised revenues
to produce an acceptable return on shareholders' funds.
4. INFORMATION ON THISTLE
4.1 General. Thistle is listed on the LSX and as of 3 March 2003 had a
market capitalisation of #569.2 million.
4.2 Hotel Business. Thistle operates 22 London hotels and has hotels in
regional cities of England, Scotland and Wales. There are 56 Thistle hotels, of
which 18 are owned or leased and 38 are managed.
In April 2002, Thistle completed the disposal of 37 hotel businesses to Gamma
Four Limited, part of Orb a.r.l. and its group of companies ("Orb Group"), for a
total consideration of #598.6 million, including #45 million of deferred
consideration. The transaction also involved Thistle entering into agreements
to continue managing these hotels for a period of up to 30 years.
4.3 Summary Financial Information. The summary financial information of
Thistle and its subsidiaries ("Thistle Group") for the years ended December
2000, 2001 and 2002 and the half year ended July 2002 are set out in Appendix 2
hereto. On 3 March 2003, Thistle released a preliminary announcement on the
abridged audited results of the Thistle Group for the 52 weeks ended 29 December
2002. A copy of this announcement is set out in Appendix 3 hereto.
4.4 BIL Shareholdings. BIL owns, through its wholly-owned subsidiary,
221,094,640 Thistle shares, representing approximately 45.8 per cent. of the
existing issued share capital of Thistle. With the consent of the UK Panel on
Takeovers and Mergers, enquiries have not been made of persons who are presumed
(for the purposes of the UK Takeover Code) to be acting in concert with BIL (UK)
in relation to Thistle. Details of holdings by such persons will be included in
the Offer Document.
5. FINANCIAL EFFECTS
5.1 Financing. The Offer, and associated fees and expenses in connection
therewith, are to be financed by a loan underwritten by HSBC and United Overseas
Bank Limited.
5.2 Pro Forma Financial Effects. Appendix 4 hereto sets out the pro
forma financial effects of the Acquisition on the earnings per share ("EPS"),
net tangible asset backing per share ("NTA") and net gearing (as defined in
Appendix 4 hereto) of the Enlarged BIL Group (as defined below) for the
financial year ended and as of 30 June 2002 ("FY02"). The Acquisition will not
have any impact on the issued share capital of BIL.
In this Announcement, "BIL Group" means BIL and its subsidiaries as of the date
of this Announcement and "Enlarged BIL Group" means the BIL Group assuming that
BIL owns 100% of Thistle as a result of the Acquisition.
6. SHAREHOLDERS APPROVAL
6.1 Shareholders Approval. The Acquisition constitutes a "very
substantial acquisition" for BIL under Rule 1015 of the Listing Manual of the
Singapore Exchange Securities Trading Limited ("SGX-ST") and must therefore be
approved by BIL shareholders. The approval of BIL shareholders for the
Acquisition is also one of the conditions to the Offer. Accordingly, BIL will
in due course issue a circular ("Circular") to its shareholders to convene a
special general meeting ("SGM") and seek their approval for the Acquisition.
6.2 Voting Support. The following persons ("Relevant Camerlin Entities")
have each confirmed that it will vote in favour of the Acquisition at the SGM in
respect of the number of BIL shares set out against its name below. The total
number of BIL shares comprised in these confirmations is 304,561,207 BIL shares,
representing approximately 22.26 per cent. of all the issued BIL shares as of 3
March 2003.
BIL Shareholder Number of BIL Shares %
Camerlin Group Berhad 31,845,810 2.33
Camerlin Holdings Sdn Berhad 269,742,547 19.72
Camerlin Investments Limited 2,972,850 0.22
Total 304,561,207 22.26
7. OTHERS
7.1 Financial Adviser. BIL has appointed HSBC as financial adviser to it
and BIL (UK) in connection with the Offer.
7.2 Director's Service Contract. BIL does not propose to appoint any
person as a director of BIL in connection with the Acquisition. Accordingly, no
director's service contract is proposed to be entered into between BIL and any
such person in connection with the Acquisition.
7.3 Interests of Directors and Controlling Shareholders of BIL. None of
the directors or controlling shareholders of BIL has any interest, direct or
indirect, in Thistle or the Acquisition. Under the UK Takeover Code, however,
BIL is presumed to be acting in concert with certain persons in relation to
Thistle, including Quek Leng Chan, the Chairman of BIL, and the Relevant
Camerlin Entities.
7.4 Waiver of Rule 1015(3)(c). Pursuant to Rule 107 of the SGX-ST
Listing Manual, the SGX-ST has granted a waiver to BIL from having to comply
with Rule 1015(3)(c).
7.5 UK Dealing Disclosure Requirements. As required by the UK Panel on
Takeovers and Mergers, BIL wishes to draw attention to certain UK dealing
disclosure requirements following the announcement by BIL on 21 February 2003
that it was contemplating making an offer for Thistle. This announcement
commenced an offer period in accordance with the UK Takeover Code. The offer
period is deemed to commence at the time when an announcement is made of a
proposed or possible offer, with or without terms.
The above disclosure requirements are set out in more detail in Rule 8 of the UK
Takeover Code. In particular, Rule 8.3 requires public disclosure of dealings
during the offer period by persons who own or control, or who would as a result
of any transaction own or control, one per cent. or more of any class of
relevant securities of Thistle. Relevant securities include Thistle shares,
securities of Thistle carrying conversion or subscription rights into Thistle
shares, options in respect of and derivatives referenced to Thistle shares. In
the case of the Offer, this requirement will apply until the first closing date
or, if later, the date when the Offer becomes or is declared unconditional as to
acceptances or lapses.
As the Offer will be made wholly in cash, this Section 7.5 supercedes the
announcement issued by BIL on 25 February 2003 insofar as that announcement
related to disclosure of dealings in BIL shares.
By Order of the Board
Jane Teah Seow Lian
Company Secretary
Singapore, 4 March 2003
Further Information
For further information on the Acquisition, please contact:
BIL HSBC Brunswick
Arun Amarsi Neil Goldie-Scot Jonathan Glass
+ 65 6228 1427 Rory Wade Simon Sporborg
Marcus Ayre + 44 20 7404 5959
+ 44 20 7991 8888
APPENDIX 1
OFFER ANNOUNCEMENT
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
4 March 2003
BIL International Limited
CASH OFFER
by
HSBC BANK PLC
on behalf of
BIL (UK) LIMITED
a wholly owned subsidiary of BIL International Limited
for the whole of the issued and to be issued ordinary share capital of
THISTLE HOTELS PLC
which it does not already own
Summary
The board of BIL announces the terms of a cash offer to be 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 BIL.
The Offer
* The Offer Price will be 115 pence in cash for each Thistle Share.
* The Offer values the whole of the existing issued ordinary share
capital of Thistle at approximately #554.7 million.
* The Offer Price represents a premium of approximately 15.0 per cent. to
the 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.
* The Offer Price represents a multiple of approximately 22.1 times
Thistle's adjusted earnings per share from continuing operations for the year
ended 29 December 2002.
Interests in Thistle Shares
The BIL Group owns 221,094,640 Thistle Shares, representing approximately 45.8
per cent. of the existing issued ordinary share capital of Thistle.
With the consent of the Panel, enquiries have not been made of persons who are
presumed (for the purposes of the Code) to be acting in concert with BIL (UK).
Details of holdings by such persons will be included in the Offer Document.
Background to and reasons for the Offer
BIL originally acquired Mount Charlotte Investments PLC, the forerunner to
Thistle in 1991 and following significant investment, growth in the portfolio
and a rebranding of the company to Thistle, floated it on the London Stock
Exchange in 1996. The purpose of the flotation was to raise Thistle's profile
and status, increase international recognition of the Thistle brand and further
the development of the business.
BIL believes that since that time Thistle has not performed to its potential and
its share price has consequently suffered. 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.
Consequently BIL is offering Thistle Shareholders the opportunity to realise
their investment in Thistle at a premium to the Thistle share price on 20
February, the last business day prior to the announcement by BIL that it was
contemplating making an offer for Thistle.
BIL's view on Thistle's recent performance and the climate in which it operates
is supported by Thistle's preliminary announcement of audited results issued on
3 March 2003 in which it reported, inter alia:
* "There has been no perceptible improvement in economic conditions
worldwide during the early months of 2003, and the weakness in stock markets
demonstrates their continuing volatility and fragility. The possibility of
hostilities in the Middle East adds to this uncertainty and it is clear that
these factors are having a negative impact across the travel, tourism and
hospitality industries generally";
* In Thistle's owned or leased hotels for the full year to 29 December
2002:
* turnover was down 6.8 per cent from 2001 to #151.1 million;
* occupancy increased by 2.6 per cent. to 76.2 per cent.;
* average room rates were down by 10.0 per cent. to #74.56; and
* Revenue per available room ("Revpar") was down 6.8 per cent. to #56.81.
Approach to the Independent Directors of Thistle
BIL has conveyed the Offer to Thistle and is hopeful of achieving a
recommendation from the Independent Directors of Thistle. However, whilst such
a recommendation has not been immediately forthcoming, BIL believes it to be in
the best interests of Thistle Shareholders to proceed with the Offer at the
earliest opportunity.
Comments
Commenting on today's announcement, Arun Amarsi, Chief Executive of BIL, 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 and the UK and global hospitality
markets in general."
Enquiries:
BIL
Arun Amarsi +65 6228 1427
HSBC
Neil Goldie-Scot +44 (0)20 7991 8888
Rory Wade
Marcus Ayre
Brunswick
Jonathan Glass +44 (0)20 7404 5959
Simon Sporborg
THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE ATTACHED PRESS RELEASE.
HSBC, which is regulated in the United Kingdom by the Financial Services
Authority Limited, is acting exclusively for BIL and BIL (UK) and no one else in
connection with the Offer and will not be responsible to anyone other than BIL
and BIL (UK) for providing the protections afforded to customers of HSBC or for
giving advice in relation to the Offer.
Unless BIL (UK) otherwise determines, the Offer will not be 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 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, 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 Offer. Doing so may invalidate any related purported
acceptance of the Offer.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. The offer period is deemed to commence
at the time when an announcement is made of a proposed or possible offer, with
or without terms.
The above disclosure requirements are set out in more detail in Rule 8 of the
Code. In particular, Rule 8.3 requires public disclosure of dealings during the
offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of Thistle. Relevant securities include Thistle Shares, securities
of Thistle carrying conversion or subscription rights into its shares, options
in respect of and derivatives referenced to its shares. In the case of the
Offer, this requirement will apply until the first closing date or, if later,
the date when the Offer becomes or is declared unconditional as to acceptances
or lapses.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
4 March 2003
CASH OFFER
by
HSBC BANK PLC
on behalf of
BIL (UK) LIMITED
a wholly owned subsidiary of BIL International Limited
for the whole of the issued and to be issued ordinary share capital of
THISTLE HOTELS PLC
which it does not already own
Introduction
The board of BIL announces the terms of a cash offer to be 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 BIL.
The Offer
The Offer, which will be on the terms and subject to the conditions and further
terms set out in Appendix I to this announcement and to the further terms and
conditions to be set out in the Offer Document and the Form of Acceptance, will
be made on the following basis:
for each Thistle Share 115 pence in cash
and will value the whole of the existing issued ordinary share capital of
Thistle at approximately #554.7 million, and the existing issued share capital
of Thistle not already owned by BIL at #300.5 million.
Under the Offer, the 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 the date of this announcement, including the final dividend
declared for the year ending 29 December 2002.
The Offer represents:
* a premium of approximately 15.0 per cent. to the 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 multiple of approximately 22.1 times Thistle's adjusted earnings per
share from continuing operations for the year ended 29 December 2002.
Interests in Thistle Shares
The BIL Group owns 221,094,640 Thistle Shares, representing approximately 45.8
per cent. of the existing issued ordinary share capital of Thistle.
With the consent of the Panel, enquiries have not been made of persons who are
presumed (for the purposes of the Code) to be acting in concert with BIL (UK).
Details of holdings by such persons will be included in the Offer Document.
Background to and reasons for the Offer
BIL originally acquired Mount Charlotte Investments PLC, the forerunner to
Thistle in 1991 and following significant investment, growth in the portfolio
and a rebranding of the company to Thistle, floated it on the London Stock
Exchange in 1996. The purpose of the flotation was to raise Thistle's profile
and status, increase international recognition of the Thistle brand and further
the development of the business.
BIL believes that since that time Thistle has not performed to its potential and
its share price has consequently suffered. 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.
Consequently BIL is offering Thistle Shareholders the opportunity to realise
their investment in Thistle at a premium to the Thistle share price on 20
February, the last business day prior to the announcement by BIL that it was
contemplating making an offer for Thistle.
BIL's view on current performance and the climate in which Thistle operates are
supported by Thistle's preliminary announcement of audited results issued on 3
March 2003 in which it reported, inter alia:
* " There has been no perceptible improvement in economic conditions
worldwide during the early months of 2003, and the weakness in stock markets
demonstrates their continuing volatility and fragility. The possibility of
hostilities in the Middle East adds to this uncertainty and it is clear that
these factors are having a negative impact across the travel, tourism and
hospitality industries generally";
* In Thistle's owned or leased hotels for the full year to 29 December
2002:
* turnover was down 6.8 per cent from 2001 to #151.1 million;
* occupancy increased by 2.6 per cent. to 76.2 per cent.;
* average room rates were down by 10.0 per cent. to #74.56; and
* Revenue per available room ("Revpar") was down 6.8 per cent. to #56.81.
Upon completion of the Offer, BIL intends to undertake a thorough strategic,
financial and operational review of Thistle. Following the review, BIL intends
to take such steps as are necessary to ensure that Thistle operates efficiently
and cost effectively with optimised revenues to produce an acceptable return on
shareholders' funds.
Approach to the Independent Directors of Thistle
BIL has conveyed the Offer to Thistle and is hopeful of achieving a
recommendation from the Independent Directors of Thistle. However, whilst such
a recommendation has not been immediately forthcoming, BIL believes it to be in
the best interests of Thistle Shareholders to proceed with the Offer at the
earliest opportunity.
Information relating to BIL
BIL, formerly known as Brierley Investments Limited, was established in New
Zealand in 1961 and is an investment company registered in Bermuda and
headquartered in Singapore, with a primary listing on the Singapore Stock
Exchange, and secondary listings on the London and the New Zealand Stock
Exchanges.
In addition to its approximate 45.8 per cent. stake in Thistle which it has held
since Thistle's flotation in 1996, BIL holds investments in a number of
companies covering a variety of industries.
As at 3 March 2003 BIL had a market capitalisation of $374.7 million. For the
year to 30 June 2002 the BIL Group announced revenue of $11.7 million against
comparable revenues of $245.1 million for the year ended 30 June 2001. Group
operating income for the year ended 30 June 2002 amounted to $12.0 million
against $151.8 million for the year ended 30 June 2001.
BIL (UK) is wholly owned by BIL and has not traded.
Information relating to Thistle
Thistle is listed on the London Stock Exchange and as at 3 March 2003 had a
market capitalisation of #569.2 million.
Thistle operates 22 London hotels and has hotels in regional cities of England,
Scotland and Wales. There are 56 Thistle hotels of which 18 are owned or leased
and 38 are managed.
In April 2002 Thistle completed the disposal of 37 hotel businesses to Gamma
Four Limited, part of the Orb Group of companies, for total consideration of
#598.6 million, including #45 million of deferred consideration. The
transaction also involved Thistle entering into agreements to continue managing
these hotels for a period of up to 30 years.
Management and employees
BIL and BIL (UK) have confirmed that the existing employment rights (including
pension rights) of all employees of the Thistle Group will be fully safeguarded.
Financing
The Offer, and associated fees and expenses in connection with the Offer, are to
be financed by a loan underwritten by HSBC and UOB.
Overseas Shareholders
The making and availability of the Offer to Thistle Shareholders resident in, or
citizens or nationals of, jurisdictions outside the United Kingdom or to persons
who are custodians, nominees of or trustees for citizens, residents or nationals
of such jurisdictions ("overseas shareholders") may be prohibited or affected by
the laws of the relevant overseas jurisdiction. Such overseas shareholders
should fully acquaint themselves with and observe all applicable legal
requirements. It is the responsibility of any overseas shareholder wishing to
accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required or the compliance with other necessary formalities and the
payment of any issue, transfer or other taxes or other requisite payments due in
such jurisdiction.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails or any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States, Canada,
Australia or Japan (including, without limitation, the post, facsimile
transmission, telex, telephone and the internet). Accordingly, copies of this
announcement and any related documents are not being, and must not be, mailed or
otherwise distributed or sent in, into or from the United States, Canada,
Australia or Japan.
Thistle Share Option Schemes
The Offer will extend to any Thistle Shares unconditionally allotted or issued
while the Offer remains open for acceptance (or during such earlier period as
BIL 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 in the
event that the Offer becomes or is declared unconditional in all respects.
Compulsory acquisition procedures and delisting of Thistle Shares
The Offer Document setting out the details of the Offer, together with the Form
of Acceptance, will be despatched by HSBC, on behalf of BIL (UK), to Thistle
Shareholders as soon as practicable.
If BIL (UK) receives acceptances under the Offer in respect of, and/or otherwise
acquires an aggregate of 90 per cent. or more of the Thistle Shares to which the
Offer relates, BIL (UK) intends to apply the provisions of section 428-430F of
the Companies Act 1985 to acquire compulsorily any outstanding Thistle Shares to
which the Offer relates.
Once the Offer becomes or is declared unconditional in all respects, BIL (UK)
intends to procure the making of an application by Thistle to the UKLA for the
cancellation of the listing of Thistle Shares on the Official List and to the
London Stock Exchange for the cancellation of trading of Thistle Shares. It is
anticipated that such cancellations will take effect no earlier than 20 business
days after the date on which the Offer becomes or is declared unconditional in
all respects. Such cancellation of listing and trading would significantly
reduce the liquidity and marketability of Thistle Shares not assented to the
Offer.
Further information
Save for the disclosure of interests under "Interests in Thistle Shares" above,
neither BIL (UK) nor, so far as the Directors of BIL (UK) are aware, any person
acting in concert with it, owns or controls any Thistle Shares or any securities
convertible or exchangeable into Thistle Shares or any rights to subscribe for
or purchase, or options (including traded options) in respect of, or derivatives
referenced to, any such shares ("Relevant Thistle Securities") nor does any such
person have any arrangement in relation to Relevant Thistle Securities. For
these purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
Relevant Thistle Securities which may be an inducement to deal or refrain from
dealing in such securities.
Enquiries:
BIL
Arun Amarsi +65 6228 1427
HSBC
Neil Goldie-Scot +44 (0)20 7991 8888
Rory Wade
Marcus Ayre
Brunswick
Jonathan Glass +44 (0)20 7404 5959
Simon Sporborg
HSBC, which is regulated in the United Kingdom by the Financial Services
Authority Limited, is acting exclusively for BIL and BIL (UK) and no one else in
connection with the Offer and will not be responsible to anyone other than BIL
and BIL (UK) for providing the protections afforded to customers of HSBC or for
giving advice in relation to the Offer.
Unless BIL (UK) otherwise determines, the Offer will not be 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 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 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 Offer. Doing so may invalidate any related purported
acceptance of the Offer.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. The offer period is deemed to commence
at the time when an announcement is made of a proposed or possible offer, with
or without terms.
The above disclosure requirements are set out in more detail in Rule 8 of the
Code. In particular, Rule 8.3 requires public disclosure of dealings during the
offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of Thistle. Relevant securities include Thistle Shares, securities
of Thistle carrying conversion or subscription rights into its shares, options
in respect of and derivatives referenced to its shares. In the case of the
Offer, this requirement will apply until the first closing date or, if later,
the date when the Offer becomes or is declared unconditional as to acceptances
or lapses.
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities. The availability of the Offer to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and the Form of
Acceptance accompanying the Offer Document. Thistle Shareholders who accept the
Offer may only rely on the Offer Document and the Form of Acceptance for all the
terms and conditions of the Offer. In deciding whether or not to accept the
Offer Thistle Shareholders should rely only on the information contained, and
procedures described, in the Offer Document and the Form of Acceptance.
Thistle Shareholders are strongly advised to read the Offer Document when it is
available as it will contain important information.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer which will be made by HSBC on behalf of BIL (UK), will comply with the
rules and regulations of the Financial Services Authority, the London Stock
Exchange and the Code.
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the first closing date of the Offer (or such later
time(s) and/or date(s) as BIL may, subject to the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as BIL may
decide) of the Thistle Shares to which the Offer relates, provided that, unless
agreed by the Panel, this condition will not be satisfied unless BIL and/or its
wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to the
Offer or otherwise), directly or indirectly, Thistle Shares carrying, in
aggregate, over 50 per cent. of the voting rights then normally exercisable at
general meetings of Thistle (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise); and for this purpose (i) the expression "
Thistle Shares to which the Offer relates" shall be construed in accordance with
sections 428-430F of the Companies Act 1985; and (ii) shares which have been
unconditionally allotted shall be deemed to carry the voting rights which they
will carry on being entered into the register of members of Thistle;
(b) either:
(i) the Office of Fair Trading in the United Kingdom indicating, in terms
satisfactory to BIL, that it is not the intention of the Secretary of State for
Trade and Industry to refer the proposed acquisition of Thistle by BIL (UK) or
any matter arising therefrom or related thereto to the Competition Commission;
or
(ii) insofar as the Offer constitutes a concentration with a
Community dimension within the scope of Council Regulation (EEC) 4064/89 (as
amended) (the "Regulation"):
(a) the European Commission indicating, in terms satisfactory to BIL, that
it does not intend to initiate proceedings under Article 6(1)(c) of the
Regulation in respect of the proposed acquisition of Thistle by BIL (UK);
(b) in the event that a request under Article 9(2) of the Regulation has
been made by a European Union or EFTA state, the European Commission indicating,
in terms satisfactory to BIL, that it does not intend to refer the proposed
acquisition of Thistle by BIL (UK) or any aspect of such proposed acquisition,
to a competent authority of a European Union or EFTA state in accordance with
Article 9(3) of the Regulation; and
(c) no indication having been made that a European Union or EFTA state may
take appropriate measures to protect legitimate interests pursuant to Article 21
(3) of the Regulation in relation to the proposed acquisition of Thistle by BIL
(UK) or any aspect of such acquisition;
(c) the passing at an Extraordinary General Meeting of BIL (or at any
adjournment thereof) of any resolution or resolutions which are necessary to
approve, fund, effect and implement the Offer and/or the acquisition of Thistle
and/or of any Thistle Shares;
(d) all liquor licences and certificates (including certificates of consent)
required to be held by any member of the Wider Thistle Group for the purposes of
its operations being in force and all statutory guidelines and non-statutory
guidelines and requirements having been and being observed in all respects and
nothing having occurred or occurring (or having failed to occur or failing to
occur) which could prejudice such licences or certificates or prevent or hinder
the issue of certificates of continuance following the implementation of the
Offer or cause such licences or certificates to be terminated, revoked, not to
be renewed or objections made to their renewal (in each of the foregoing cases
where the cessation of such licences or certificates to be in force, the failure
to observe such guidelines or the prejudicing, termination, revocation,
cancellation or non renewal of such licences or certificates would have an
adverse effect on the Thistle Group, taken as a whole) and save for any matter
publicly announced by Thistle (by the delivery of an announcement to a
Regulatory Information Service) on or prior to the date of this announcement,
nothing having occurred or occurring (or having failed to occur or failing to
occur) which could prejudice any liquor licence or consent (including
certificates of consent) held by any member of the Wider Thistle Group or which
may prevent or hinder the issue of certificates of continuance or cause such
certificates or licences to be terminated, revoked, not to be renewed or
objections made to their renewal;
(e) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in any
jurisdiction (each, a "Relevant Authority") having decided to take, instituted,
implemented or threatened any action, proceedings, suit, investigation,
reference or enquiry or enacted, made or proposed any statute, regulation,
decision or order or otherwise taken any other step or done any thing, and there
not being outstanding any statute, legislation or order, that would or might:
(i) make the Offer void, illegal or unenforceable in or under
the laws of any jurisdiction, or otherwise directly or indirectly restrain,
prevent, prohibit, restrict or delay the same or impose additional conditions or
obligations with respect to the Offer or otherwise impede, challenge or
interfere with the Offer or the implementation of the same (or any matter
arising therefrom) or require amendment or alteration to the terms of the Offer;
(ii) restrict, restrain, prohibit, impose additional conditions
or obligations with respect to, or otherwise interfere with or delay the
implementation of the Offer or the acquisition of any Thistle Shares by BIL (UK)
or any matters arising therefrom;
(iii) require, prevent, delay, alter the terms envisaged for any
proposed divestiture or otherwise affect the divestiture by BIL or any member of
the Wider BIL Group or Thistle or any member of the Wider Thistle Group of all
or any portion of their respective businesses, assets or property or of any
Thistle Shares or other securities in Thistle or impose any limitation on the
ability of any of them to conduct their respective businesses or own their
respective assets or properties or any part thereof;
(iv) require any member of the Wider BIL Group or the Wider Thistle
Group to offer to acquire any shares or other securities or rights thereover in
any member of the Wider Thistle Group owned by any third party (other than in
the implementation of the Offer);
(v) impose any limitation on the ability of any member of the
Wider BIL Group or any member of the Wider Thistle Group to conduct, integrate
or co-ordinate its business, or any part of it, with the business of any other
member of the Wider BIL Group or any other member of the Wider Thistle Group;
(vi) result in any member of the Wider Thistle Group or any member
of the Wider BIL Group ceasing to be able to carry on business under any name
under which it presently does so;
(vii) otherwise adversely affect any or all of the businesses,
assets, profits, financial or trading position or prospects of any member of the
Wider BIL Group or any member of the Wider Thistle Group or the exercise of
rights in respect of shares of any company in the Wider Thistle Group;
(viii) impose any limitation on, or result in, the inability of any
member of the Wider BIL Group directly or indirectly to acquire or to hold or to
exercise effectively any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Thistle Group or the Wider BIL Group or to exercise
management control over any such member
and all applicable waiting and other time periods during which such Relevant
Authority could take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or otherwise intervene
having expired, lapsed or been terminated;
(f) all authorisations, orders, recognitions, grants, consents, clearances,
licences, permissions and approvals, in any jurisdiction, necessary or
appropriate for or in respect of the Offer or the proposed acquisition of
Thistle Shares or of control of Thistle by any member of the Wider BIL Group or
the carrying on of the business of any member of the Wider Thistle Group or the
Wider BIL Group, or any matters arising therefrom, being obtained in a form and
on terms satisfactory to BIL from all appropriate Relevant Authorities or
(without prejudice to the generality of the foregoing) from any persons or
bodies with whom any members of the Wider Thistle Group or the Wider BIL Group
has entered into contractual arrangements and such authorisations, orders,
recognitions, grants, consents, clearances, licences, permissions and approvals
remaining in full force and effect and there being no notice or intimation of
any intention to revoke or not to renew the same and all necessary filings or
applications in connection with the Offer having been made, all appropriate
waiting and other time periods (including extensions thereto) under any
applicable legislation and regulations in any jurisdiction having expired,
lapsed or been terminated and all necessary statutory or regulatory obligations
in any jurisdiction in respect of the Offer or any matters arising therefrom
having been complied with;
(g) except as publicly announced by Thistle (by the delivery of an
announcement to a Regulatory Information Service) prior to the date of this
announcement, there being no provision of any agreement, permit, lease or other
instrument, licence or other arrangement to which any member of the Wider
Thistle Group is a party or by or to which it or any of its assets may be bound,
entitled or subject and which, as a consequence of the Offer, or the
implementation of the same, or because of a change in the control or management
of Thistle or any member of the Wider Thistle Group (or any matters arising
therefrom) or otherwise or the acquisition of control of the Thistle Group by
BIL, could or might have the result that:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or grant available to, any member of the
Wider Thistle Group becomes or is capable of being declared repayable
immediately or earlier than the repayment date stated in such agreement,
instrument or other arrangement or the ability of any member of the Wider
Thistle Group to borrow monies or incur any indebtedness is withdrawn, inhibited
or capable of being withdrawn or inhibited;
(ii) any mortgage, charge or other security interest is created
or becomes enforceable over the whole or any part of the business, property,
assets or interests of any member of the Wider Thistle Group;
(iii) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any member of
the Wider Thistle Group therein, is terminated or modified or affected or any
action is taken or any obligation or liability arises;
(iv) the financial or trading position, prospects or value of any
member of the Wider Thistle Group is prejudiced or adversely affected;
(v) any asset(s) or interest(s) of, or any asset the use of which
is enjoyed by, any member of the Wider Thistle Group being or falling to be
disposed of or charged, or ceasing to be available to any member of the Wider
Thistle Group or any right arising under which any such asset or interest could
be required to be disposed of or could cease to be available to any member of
the Wider Thistle Group otherwise than in the ordinary course of business;
(vi) the rights, liabilities, obligations or interests or business
of any member of the Wider Thistle Group in or with any other person, body, firm
or company (or any arrangement relating to such interest or business) is
terminated or modified or affected; or
(vii) any member of the Wider Thistle Group ceases to be able to
carry on business under any name under which it currently does so;
(viii) the creation of any liability, actual or contingent by any
member of the Wider Thistle Group;
(ix) any liability of any member of the Wider Thistle Group to make
any severance, termination, bonus or other payment to any of the directors or
other officers; or
(x) any of the events or circumstances which are referred to in
paragraphs (i) to (ix) of this condition (g) occurring in relation to any member
of the Wider BIL Group,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (x) of this
condition (g);
(h) since 3 March 2003, being the latest date to which Thistle has published
preliminary unaudited consolidated results and except as otherwise publicly
announced by Thistle (by the delivery of an announcement to a Regulatory
Information Service) prior to the date of this announcement, no member of the
Wider Thistle Group having:
(i) issued or agreed to issue, or authorised or proposed the
issue of, additional shares of any class, or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities other than as between Thistle and
wholly-owned subsidiaries of Thistle and other than any options granted as
publicly disclosed by Thistle prior to the date of this announcement and any
shares issued upon the exercise of any options granted under any of the Thistle
Share Option Schemes as disclosed by Thistle;
(ii) purchased or redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or save as referred to in (i) above made any other change to any part of its
share capital;
(iii) recommended, declared, paid or made (or proposed to
recommend, declare, pay or make) any capitalisation issue, bonus, dividend or
other distribution whether payable in cash or otherwise;
(iv) other than pursuant to the Offer, made or authorised or
proposed or announced an intention to propose any change in its share or loan
capital;
(v) other than pursuant to the Offer, merged with, demerged or
acquired any body corporate, partnership or business or acquired or disposed of
or transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any assets (including shares in any
undertaking and trade investments) or authorised or proposed or announced an
intention to propose the same;
(vi) issued or authorised the issue of, or made any change in or
to, any debentures or incurred or increased any indebtedness or liability
(actual or contingent);
(vii) entered into, varied, or authorised, proposed or announced its
intention to enter into or vary any agreement, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise) which:
(a) is of a long-term, onerous or unusual nature or magnitude or which
involves an obligation of such nature or magnitude; or
(b) could restrict the business of the Wider Thistle Group or the Wider
BIL Group taken as a whole; or
(c) is other than in the ordinary course of business;
(viii) entered into, implemented, effected or authorised or proposed or
announced its intention to propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment, any acquisition or disposal or transfer,
mortgage or charge of assets or other transaction or arrangement;
(ix) entered into or varied the terms of any contract, agreement or
arrangement with any of the directors or senior executives of any member of the
Wider Thistle Group;
(x) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction;
(xi) been unable, or admitted that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xii) waived or compromised any claim, other than of an immaterial amount
in the ordinary course of business;
(xiii) made any alteration to its memorandum or articles of association;
and
(xiv) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition (h);
(i) since 30 December 2001, and except as disclosed in Thistle's annual
report and accounts for the year then ended or as otherwise publicly announced
by Thistle (by the delivery of an announcement to a Regulatory Information
Service) prior to the date of this announcement:
(i) no investigation by a Relevant Authority, litigation, arbitration,
prosecution, or other legal proceedings having been instituted, announced or
threatened or become pending or remained outstanding by or against, any member
of the Wider Thistle Group or to which any member of the Wider Thistle Group is
or may become a party (whether as claimant, defendant or otherwise);
(ii) no change having occurred or deterioration in the business, assets,
financial or trading position, profits or prospects of any member of the Wider
Thistle Group;
(iii) no enquiry or investigation by or complaint or
reference to, any Relevant Authority having been threatened, announced,
implemented or instituted or remaining outstanding against or in respect of any
member of the Wider Thistle Group;
(iv) no contingent or other liability of any member of the Wider Thistle
Group having arisen or become apparent or increased; or
(v) no step having been taken which is likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Thistle Group;
(j) BIL not having discovered:
(i) that any financial or business or other information
concerning the Wider Thistle Group disclosed at any time by or on behalf of any
member of the Wider Thistle Group, whether publicly, to any member of the Wider
BIL Group or otherwise, is misleading or contains any misrepresentation of fact
or omits to state a fact necessary to make any information contained therein not
misleading and which was not subsequently corrected before the date of this
announcement by disclosure either publicly or otherwise to BIL;
(ii) that any member of the Wider Thistle Group, is subject to
any liability (actual or contingent) which is not disclosed in Thistle's annual
report and accounts for the financial year ended 30 December 2001, except as
publicly announced by Thistle (by delivery of an announcement to a Regulatory
Information Service) prior to the date of this announcement;
(iii) any information which affects the import of any information
disclosed to BIL at any time by or on behalf of any member of the Wider Thistle
Group;
(iv) that the Wider Thistle Group has not complied with any
applicable legislation or regulations of any jurisdiction with regard to the
use, treatment, handling, storage, transport, release, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health, or otherwise relating to
environmental matters or the health and safety of any person, or that there has
otherwise been any such use, treatment, handling, storage, transport, release,
disposal, discharge, spillage, leak or emission (whether or not this constituted
a non-compliance by any person with any legislation or regulations and wherever
the same may have taken place) which, in any case, would be likely to give rise
to any liability (whether actual or contingent) or cost on the part of any
member of the Wider Thistle Group; or
(v) that circumstances exist (whether as a result of the Offer or
otherwise) which might lead to any Relevant Authority instituting or any member
of the Wider Thistle Group or the Wider BIL Group might be required to
institute, an environmental audit or take any other steps which in any such case
might result in any material, actual or contingent liability to improve or
install new plant or equipment or make good, repair, re-instate or clean up any
land or other asset now or previously owned, occupied or made use of by any
member of the Wider Thistle Group; and
(k) Thistle not having disclosed to BIL, or publicly announced (by the
delivery of an announcement to a Regulatory Information Service), any material
reduction in the consolidated unencumbered cash at bank and in hand of the
Thistle Group (after deducting any new indebtedness incurred after the date of
this announcement) arising as a result of any act of theft or fraud, or act
which Thistle discloses it considers may be an event or act of theft or fraud.
Waiver of conditions
Subject to the requirements of the Panel, BIL reserves the right to waive in
whole or in part, all or any of conditions (b) to (k).
Conditions (b) to (k) (inclusive) must be fulfilled or waived by midnight on the
day 21 days after the later of the first closing date of the Offer and the date
on which condition (a) is fulfilled (or in each case such later date as the
Panel may agree) provided that BIL shall be under no obligation to waive or
treat as satisfied any of conditions (b) to (k) (inclusive) by a date earlier
than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there be at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
Lapse of the Offer
The Offer will lapse if it is referred to the Competition Commission, is
referred to a serious doubts investigation under Article 6(1)(c) of Council
Regulation (EEC) 4064/89 or is referred to the Competition Commission following
a reference back by the European Commission to a competent authority in the
United Kingdom under Article 9 of Council Regulation (EEC) 4064/89 before 3.00
p.m. on the first closing date of the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is the later.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and persons accepting the Offer and BIL (UK) will cease to be bound by Forms of
Acceptance submitted on or before the time when the Offer lapses.
Part B: Certain further terms of the Offer
The Offer will not be made, directly or indirectly, in or into or by the use of
the mails of or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or internet) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States, or in or into Australia, Canada or Japan. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into or from the United States, Australia, Canada or Japan. Persons
receiving this announcement (including custodians, nominees and trustees) must
not distribute or send it in, into or from the United States, Australia, Canada
or Japan. Doing so may invalidate any purported acceptance.
The availability of the Offer to Thistle Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Thistle Shareholders who are not so resident should inform themselves about and
observe such applicable requirements.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and the Form of
Acceptance accompanying the Offer Document. Thistle Shareholders who accept the
Offer may only rely on the Offer Document and the Form of Acceptance for all the
terms and conditions of the Offer. In deciding whether or not to accept the
Offer in respect of their Thistle Shares, Thistle Shareholders should rely only
on the information contained, and procedures described, in the Offer Document
and the Form of Acceptance.
The Thistle Shares which are the subject of the Offer will be acquired by BIL
(UK) fully paid and free from all liens, equities, charges, encumbrances, rights
of pre-emption and other third party rights and together with all rights now or
hereafter attaching thereto, including the right to all dividends and other
distributions declared, paid or made on or after the date hereof, including the
final dividend declared for the year ending 29 December 2002.
APPENDIX II
SOURCES AND BASES OF INFORMATION
(i) The existing issued share capital of Thistle has been
valued on the 482,382,087 Thistle Shares in issue (as indicated by Thistle's
records at Companies House as at 3 March 2003) multiplied by the Offer Price.
(ii) The market capitalisation of BIL has been calculated based
on the total number of shares in issue on 3 March 2003 and the closing middle
market price quoted on the Singapore Stock Exchange at the close of business on
3 March 2003.
(iii) The financial and other information relating to Thistle and
the Thistle Group has been (unless otherwise stated) extracted from:
(a) the Thistle preliminary announcement of audited results dated
3 March 2003 containing the results for the Thistle Group for the financial year
ended on 29 December 2002;
(b) the announcement and circular issued by Thistle dated 12
March 2002 regarding the disposal of certain hotels;
(c) the prospectus issued by Thistle dated 11 September 1996; and
(d) the Thistle annual report and accounts 2001 and other
information made publicly available by the Thistle Group.
(iv) The financial and other information relating to BIL and the
BIL Group has been (unless otherwise stated) extracted from the relevant
published annual report and accounts of BIL and other information made publicly
available by the BIL Group.
(v) The multiple quoted in this announcement that the Offer Price
represents of Thistle's earnings per share has been calculated from the adjusted
earnings per share figure of 5.2 pence quoted by Thistle in its preliminary
announcement of audited results referred to in paragraph (iii)(a) above.
(vi) An exchange rate of US$1.000:SG$1.734, being the exchange rate
ruling as at 3 March 2003, has been used where relevant.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Australia" the Commonwealth of Australia, its territories and
possessions
"BIL (UK)" BIL (UK) Limited
"BIL Group" BIL and its subsidiaries and subsidiary undertakings
"BIL" BIL International Limited
"Brunswick" Brunswick Group Limited
"Canada" Canada, its provinces and territories and all areas under
its jurisdiction and any political sub-division thereof
"Closing Middle Market Price" the closing middle market price as derived from the
Official List
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985 (as amended)
"Extraordinary General Meeting" an extraordinary general meeting of the shareholders of
BIL
"Form of Acceptance" the form of acceptance relating to the Offer, to accompany
the Offer Document
"HSBC" HSBC Bank plc
"Independent Directors" the executive directors of Thistle together with Charles
Mackay, Arthur Hayes, Lau Wing Tat and Baroness O'Cathain
"Japan" Japan, its cities and prefectures, territories and
possessions
"Listing Rules" the Listing Rules of the UK Listing Authority
"London Stock Exchange" London Stock Exchange plc
"Offer Document" the document to be sent to holders of Thistle Shares
containing the Offer
"Offer Price" 115 pence in cash for each Thistle Share
"Offer" or "Cash Offer" the proposed offer to be made by HSBC on behalf of BIL
UK) (or such other wholly-owned subsidiary as BIL may
determine) for the entire issued and to be issued ordinary
share capital of Thistle including, where the context
requires, any subsequent revision, variation, extension or
renewal thereof
"Office of Fair Trading" or "OFT" the UK Office of Fair Trading
"Official List" the Official List of the UK Listing Authority
"Orb" Orb a.r.l.
"Panel" the Panel on Takeovers and Mergers
"Regulatory Information Service" any information service authorised from time to time by
the UK Listing Authority for the purpose of dissemination
of regulatory announcements required by the Listing Rules
"subsidiary", "subsidiary undertaking", " shall be construed in accordance with the Companies Act
associated undertaking" and "undertaking"
"Thistle Group" Thistle and its subsidiaries and subsidiary undertakings
"Thistle Share Option Schemes" the Thistle Hotels (No.1) Executive Share Option Scheme,
the Thistle Hotels (No.2) Executive Share Option Scheme
and the Thistle Hotels Sharesave Scheme
"Thistle Share" ordinary shares of 20.65 pence each in the capital of
Thistle
"Thistle Shareholders" the holders of Thistle Shares
"Thistle" Thistle Hotels plc
"UK Listing Authority" or "UKLA" the Financial Services Authority in its capacity as the
competent authority for the purposes of Part IV of the
Financial Services and Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States of America" or "United States" the United States of America, its possessions and
territories, all areas subject to its jurisdiction or any
subdivision thereof, any State of the United States and
the District of Columbia
"UOB" United Overseas Bank Limited
"Wider BIL Group" BIL or any of its subsidiaries, subsidiary undertakings or
associated undertakings (including any company of which 20
per cent. or more of the voting capital is held by the BIL
Group or any partnership, joint venture, firm or company
in which any of them may be interested)
"Wider Thistle Group" Thistle or any of its subsidiaries, subsidiary
undertakings or associated undertakings (including any
company of which 20 per cent. or more of the voting
capital is held by the Thistle Group or any partnership,
joint venture, firm or company in which any of them may be
interested)
The plural includes the singular and vice versa in these definitions, unless the
context otherwise requires.
APPENDIX 2
SUMMARY FINANCIAL INFORMATION OF THISTLE GROUP
The following summary financial information of the Thistle Group is extracted
from the following documents ("Financial Documents"):
(1) Thistle's annual report for the financial year ended 30 December
2001;
(2) Thistle's interim report for the 28 weeks ended 14 July 2002; and
(3) Thistle's preliminary announcement of its abridged audited results
for the financial year ended 29 December 2002.
The following summary financial information on the Thistle Group is subject to,
and should be read in conjunction with, the Financial Documents. Copies of the
Financial Documents may be found in Thistle's website at www.thistlehotels.com
(item (3) above is also set out in Appendix 3 hereto).
1. THISTLE GROUP PROFIT AND LOSS ACCOUNTS
Periods Ended
29 Dec 02 30 Dec 01 31 Dec 00 14 Jul 02(2)
#m #m #m #m
as restated
TURNOVER
Owned or leased hotels 151.1 162.2 * 79.1
Disposed hotels 33.0 143.1 * 33.0
Management fee income 5.9 - * 2.3
190.0 305.3 324.6 114.4
Cost of sales (119.7) (198.4) (196.8) (75.3)
GROSS PROFIT
Owned or leased hotels 55.4 63.8 * 27.8
Disposed hotels 9.0 43.1 * 9.0
Management fee income 5.9 - * 2.3
70.3 106.9 127.8 39.1
Administrative expenses (21.1) (24.0) (22.4) (11.5)
OPERATING PROFIT 49.2 82.9 105.4 27.6
Profit on sale of tangible fixed assets 1.0 3.6 1.2 1.0
Profit/(Loss) on disposal of business (4.0) - - 41.3
Net interest payable (18.3) (37.4) (38.4) (12.0)
PROFIT BEFORE TAXATION 27.9 49.1 68.2 57.9
Taxation (6.1) (11.7) (13.4) (3.1)
PROFIT AFTER TAXATION 21.8 37.4 54.8 54.8
Dividends (24.6) (24.6) (24.6) (8.2)
TRANSFER TO RESERVES (2.8) 12.8 30.2 46.6
EARNINGS PER SHARE 4.5p 7.7p 11.4p 11.4p
DILUTED EARNINGS PER SHARE 4.5p 7.7p 11.4p 11.4p
ADJUSTED EARNINGS PER SHARE 5.2p 7.0p 11.1p 2.6p
2. THISTLE GROUP BALANCE SHEETS
As of
29 Dec 02 30 Dec 01 31 Dec 00 14 Jul 02(3)
#m #m #m #m
as restated
FIXED ASSETS
Tangible assets 999.4 1,627.3 1,628.0 1,009.1
Investments 1.1 - - -
1,000.5 1,627.3 1,628.0 1,009.1
CURRENT ASSETS
Stocks 0.4 1.2 1.4 0.4
Debtors:
amounts falling due within one year 38.7 28.1 31.0 42.1
amounts falling due after more than 46.7 - - 45.6
one year
Cash at bank and in hand 367.0 3.1 4.4 364.1
452.8 32.4 36.8 452.2
CREDITORS (AMOUNTS FALLING DUE WITHIN (52.9) (69.9) (90.5) (52.8)
ONE YEAR)
NET CURRENT ASSETS/(LIABILITIES) 399.9 (37.5) (53.7) 399.4
TOTAL ASSETS LESS CURRENT LIABILITIES 1,400.4 1,589.8 1,574.3 1,408.5
CREDITORS (AMOUNTS FALLING DUE AFTER (306.0) (433.3) (433.3) (259.3)
ONE YEAR)
PROVISIONS FOR LIABILITIES AND CHARGES (78.3) (133.3) - (78.9)
NET ASSETS 1,016.1 1,023.2 1,141.0 1,070.3
EQUITY SHARE CAPITAL AND RESERVES
Called up share capital 123.7 123.6 123.6 123.7
Share premium account 398.9 398.5 398.5 398.9
Revaluation reserve 290.9 441.5 446.0 296.1
Other reserves 13.4 50.8 50.8 50.8
Profit and loss account 189.2 8.8 122.1 200.8
TOTAL EQUITY SHAREHOLDERS' FUNDS 1,016.1 1,023.2 1,141.0 1,070.3
3. THISTLE GROUP CASH FLOW STATEMENTS
Periods Ended
29 Dec 02 30 Dec 01 31 Dec 00 14 Jul 02(4)
#m #m #m #m
as restated
NET CASH INFLOW FROM OPERATING 61.9 112.4 152.8 33.3
ACTIVITIES
RETURNS ON INVESTMENTS AND SERVICING
OF FINANCE
Interest paid
Interest received (31.5) (40.6) (36.6) (18.4)
TAXATION PAID 10.2 - - 3.5
CAPITAL EXPENDITURE (9.7) (24.0) (3.1) (4.1)
Purchase of tangible fixed assets
Sale of tangible fixed assets (8.5) (38.3) (66.3) (4.1)
Purchase of investments 1.6 13.8 9.1 1.4
(1.1) - - -
FREE CASH FLOW 22.9 23.3 55.9 11.6
DISPOSALS
Disposal of business 539.1 - - 539.3
EQUITY DIVIDENDS PAID (24.6) (24.6) (23.6) (16.4)
CASH INFLOW/(OUTFLOW) BEFORE 537.4 (1.3) 32.3 534.5
MANAGEMENT OF LIQUID
RESOURCES AND FINANCING
MANAGEMENT OF LIQUID RESOURCES
Net increase in seven day deposits (351.0) - - (345.0)
FINANCING
Issue of share capital 0.5 - 0.5 0.5
Loans repaid (174.0) - (0.5) (174.0)
INCREASE/(DECREASE) IN CASH 12.9 (1.3) 32.3 16.0
APPENDIX 3
PRELIMINARY ANNOUNCEMENT OF ABRIDGED AUDITED RESULTS OF
THISTLE GROUP FOR 52 WEEKS ENDED 29 DECEMBER 2002
RNS Number:1706I
Thistle Hotels PLC
3 March 2003
3rd March 2003
PRELIMINARY ANNOUNCEMENT OF AUDITED RESULTS
FOR THE 52 WEEKS ENDED 29 DECEMBER 2002
HIGHLIGHTS
* Disposal of 37 hotel businesses for #598.6 including #45 million of
deferred consideration - at approximately book value.
* Second half turnover in owned or leased hotels ahead 1.9% against
second half 2001.
* Free cash flow #22.9 million comparable with prior year.
* Final dividend maintained at 3.4p per share.
* Cost reduction initiatives continuing in response to market
conditions.
* Cash balances at year end #367 million.
Commenting on the results, Chief Executive Officer, Ian Burke said:
"Revenue for the first eight weeks of the current year in our 18 owned or leased
hotels is 1% ahead of the comparable period in 2002. Our policy has been, and
will continue to be, to contain costs and to generate and conserve cash in what
we anticipate will be an uncertain economic climate in the months ahead."
David Newbigging, Chairman, said "Following discussion with the two largest
shareholders, who between them control approximately 66% of the Company, the
Board decided to retain the surplus cash in the Company for the time being.
However, depending on the outcome of the announcement made by BIL International
Limited on 21 February 2003 regarding a possible offer for Thistle, this policy
will be reviewed to seek to ensure that full value for this cash is obtained by
all shareholders."
For further information, please contact
Ian Burke 020 7895 2304
Thistle Hotels Plc
Nick Denton 020 7357 9477
Hogarth Partnership Limited
NOTES TO EDITORS
Thistle is the largest hotel operator in London with 22 hotels in prime
locations throughout the capital and has hotels in key regional cities of
England, Scotland and Wales.
There are 56 Thistle Hotels, of which 18 are owned or leased and 38 are managed.
There are a total of 10,718 bedrooms of which 5,204 are in owned or leased
hotels and 5,514 are in managed hotels. In London there are 4,747 rooms in 16
owned or leased hotels and 1,268 rooms in 6 managed hotels. In the Regions there
are 457 rooms in 2 owned or leased hotels and 4,246 rooms in 32 managed hotels.
Thistle's London hotels include the Thistle Tower, the Thistle Charing Cross,
the Thistle Marble Arch, the Thistle City Barbican, the Thistle Victoria and The
Royal Horseguards. Thistle operates hotels in Aberdeen, Bristol, Birmingham,
Cardiff, Edinburgh, Glasgow, Liverpool, Manchester and Newcastle among other
regional centres as well as hotels at airports in Aberdeen, East Midlands,
Gatwick, Heathrow, Luton and Manchester.
CHAIRMAN'S STATEMENT
Results
In my statement last year, I commented that in 2001 we had experienced market
conditions that were the most challenging for travel and tourism since the Gulf
War in 1991. In the event, 2002 has been equally challenging with a continuing
slowdown in the global economy. This was particularly noticeable in the USA from
where a large proportion of our business and leisure travellers originate. The
possibility of conflict in the Middle East, coupled with an unusual level of
volatility and instability in stock markets, created even more uncertainty.
Against this background, one of our top priorities was the generation and
preservation of cash linked to improvements in our balance sheet. Profit before
tax and exceptional items was #30.9 million (2001: #45.5 million). Adjusted
earnings per share, excluding the exceptional profit on sale of fixed assets and
loss on disposal of businesses, were 5.2 pence (2001: 7.0 pence, restated
following the adoption of FRS 19, the new accounting standard for deferred tax).
Basic earnings per share were 4.5 pence (2001: 7.7 pence). These earnings
reflect the challenging trading environment and the loss of profits from the 37
hotel businesses disposed of during the year which were partially offset by
interest income on the cash proceeds from the disposal.
Dividends
The Board is recommending a final dividend of 3.4 pence per share payable on 6
June 2003 to shareholders on the register on 9 May 2003. If approved, this
would result in total dividends for the year of 5.1 pence per share, unchanged
from the previous year.
Finance
Our free cash flow generated from operations in 2002 amounted to #22.9 million
(2001: #23.3 million). Following the repayment of bank loans referred to below,
we had cash on deposit at the year end amounting to #367.0 million. We still
have debentures outstanding of #200 million and #60 million. Accordingly, our
net cash position as of 29 December 2002 was #107.7 million. Following
discussion with the two largest shareholders, who between them control
approximately 66% of the Company, the Board decided to retain this cash in the
Company for the time being. However, depending on the outcome of the
announcement made by BIL International Limited on 21 February 2003 regarding a
possible offer for Thistle described below, this policy will be reviewed to seek
to ensure that full value for this cash is obtained by all shareholders.
Orb Group
As referred to in the Directors' Report last year, and approved at the
Extraordinary General Meeting of shareholders on 4 April 2002, we disposed of 37
hotel businesses to Gamma Four Limited, part of the Orb Group of companies, on 4
April 2002 for #598.6 million including #45 million of deferred consideration -
approximately book value. The transaction also involved Thistle entering into
agreements to continue managing these 37 hotels for up to 30 years. The net
cash proceeds from the disposals were applied in the first instance to repay our
bank loans of some #174 million with the balance being invested in short term
money market deposits.
On 4 November 2002, we felt compelled to issue proceedings against certain
members of the Orb Group to seek recovery of amounts due to us in connection
with the disposal agreements. The relevant members of the Orb Group have served
a defence against our claim, together with a counterclaim, which we are
defending. These proceedings are ongoing. Your Directors are of the opinion
that the Company's claim will be successful and that the Orb Group's
counterclaim can be successfully resisted.
Also on 4 November, Orb a.r.l., part of the Orb Group, announced that it was
considering various strategic options including the possible acquisition of
Thistle but that no discussions had been held with us. No discussions were held
with us subsequent to that announcement and on 9 January 2003, in response to a
deadline imposed by the Panel on Takeovers and Mergers, Orb a.r.l. announced
that they would not be proceeding with an offer for Thistle.
It has since been announced that Orb are in discussions which may lead to a sale
of the 37 hotels they acquired from Thistle in 2002. We are monitoring these
discussions closely.
BIL International Limited ("BIL")
On 21 February 2003 BIL, who control approximately 46% of Thistle, announced
that their Board had met to consider making an offer for the issued and to be
issued share capital of Thistle that BIL do not already own. On 25 February
2003 Thistle despatched a circular to shareholders advising them to take no
action. Under the rules of the Panel on Takeovers and Mergers, the Company is
now in an Offer Period and the non-conflicted Directors - namely all those
Directors other than Tan Sri Quek Leng Chan and Arun Amarsi who are Chairman and
Chief Executive respectively of BIL - will be watching the situation closely.
They will keep shareholders informed.
People
There have been no changes to our Board since those referred to in my statement
last year. However, in 2002 our total employed headcount reduced significantly
as some 3,500 Thistle employees transferred to employment with the Orb Group,
being the majority of employees in the 37 hotels sold to them, although these
same employees remain under Thistle's management. All the General Managers of
hotels owned by the Orb Group and managed by Thistle remain employed by us.
This helps us to maintain consistency across all of the hotels operating under
the Thistle brand.
The arrangements relating to the sale and ongoing management of the 37 hotels
have, inevitably, caused some personal disruption to the individuals concerned.
We are grateful to them, and indeed to all those who work for Thistle, for their
dedication and hard work in a very difficult operating environment.
Prospects
There has been no perceptible improvement in economic conditions worldwide
during the early months of 2003, and the weakness in stock markets demonstrates
their continuing volatility and fragility. The possibility of hostilities in
the Middle East adds to this uncertainty and it is clear that these factors are
having a negative impact across the travel, tourism and hospitality industries
generally. Our policy has been, and will continue to be, to contain costs and
to generate and conserve cash in what we anticipate will be an uncertain
economic climate in the months ahead.
Notwithstanding these cautious but, I believe, realistic remarks, revenue for
the first eight weeks of the current year in our 18 owned or leased hotels,
which will produce the majority of our revenue going forward, is 1% ahead of the
comparable period in 2002. Our London hotel assets are of good quality, are
well located and they underpin a strong balance sheet leaving us in a good
position to take advantage of any improvement in London hotel market conditions.
What we cannot predict is when such an upturn will come.
CHIEF EXECUTIVE'S REVIEW
The disposal of 37 hotel businesses to Gamma Four Limited on 4 April 2002 has
had a significant impact on the structure of the Group and on the presentation
of the key revenue statistics discussed below.
SEGMENTAL REVIEW
Owned or Leased Hotels
Thistle owns or leases 18 hotels which have a total of 5,204 bedrooms and which
are predominantly London located.
A creditable result was achieved in 2002, a year characterised by challenging
trading conditions, particularly in the London hotel market. The effect of the
events in 2001 reduced first half performance versus the prior year, with a
13.6% decline in turnover for these hotels. However, trading trends improved
through the year and these hotels delivered 1.9% turnover growth in the second
half year versus the comparable period in 2001. Turnover for the full year for
these hotels was #151.1 million, down 6.8% against 2001.
In a small number of hotels there was turnover growth over the full year
compared to 2001 but turnover declined by almost 13% at our largest hotel, the
Thistle Tower, which has faced much new competitive supply in recent years.
Revenue per available room ("Revpar") in the 18 owned or leased hotels in the
second half of the year was #58.36, an increase of 2.7% compared to the second
half of 2001. This Revpar growth was driven by improvements in occupancy, which
increased by 8.9 percentage points. Average room rate was down by 8.7% as a
result of changes in business mix with fewer business travellers and more lower
spend leisure travellers, combined with a number of tactical room rate
reductions. Revpar in the second half of 2002 compared to the first half was up
5.4%. Revpar for the full year fell 6.8% year-on-year to #56.81 with occupancy
up by 2.6 percentage points to 76.2% and average room rate down by 10.0% to
#74.56.
Managed Hotels
Thistle operates 38 hotels under management contracts which have a total of
5,514 bedrooms, of which 1,268 bedrooms are in 6 hotels located in London.
Revpar in the managed hotels fell 3.8% year-on-year to #39.15, with comparable
occupancy levels at 68.6% and average room rate down by 3.9% to #57.07*. Revpar
in the hotels outside London, which are less dependent upon international
travellers, was comparable with the prior year with particularly good
performances at the Thistle East Midlands, Thistle Middlesbrough and Thistle
Birmingham hotels.
* All numbers are for the full 52 week period
Key Revenue Statistics
The key revenue statistics for the full year for the owned or leased and managed
hotels are set out in the table below. A geographical analysis is also
provided.
52 weeks 52 weeks %
KEY REVENUE STATISTICS 2002 2001 change
STATISTICS BY HOTEL TYPE
___________________________________________________________________________________________________
Owned or leased
Occupancy (%) 76.2 73.6 3.5
Average room rate (#) 74.56 82.86 (10.0)
Revpar (#) 56.81 60.98 (6.8)
Turnover (#m) 151.1 162.2 (6.8)
___________________________________________________________________________________________________
Managed
Occupancy (%) 68.6 68.5 0.1
Average room rate (#) 57.07 59.39 (3.9)
Revpar (#) 39.15 40.68 (3.8)
___________________________________________________________________________________________________
Total hotels
Occupancy (%) 72.3 71.0 1.8
Average room rate (#) 66.01 71.21 (7.3)
Revpar (#) 47.73 50.56 (5.6)
___________________________________________________________________________________________________
The statistics shown above include managed hotels for the full 52 week period
STATISTICS BY GEOGRAPHICAL AREA
___________________________________________________________________________________________________
London
Occupancy (%) 75.9 74.0 2.6
Average room rate (#) 73.33 81.91 (10.5)
Revpar (#) 55.66 60.61 (8.2)
Regions
___________________________________________________________________________________________________
Occupancy (%) 67.7 67.2 0.7
Average room rate (#) 55.53 56.14 (1.1)
Revpar (#) 37.59 37.73 (0.4)
___________________________________________________________________________________________________
CASH GENERATION
The focus throughout the year was cash generation by restricting turnover
declines and maintaining tight control of costs.
Revenue Management
The components of revenue management comprise marketing initiatives that
generate demand, a high performance sales team and effective management of
distribution channels.
In terms of marketing programmes, we introduced a number of initiatives during
the year to target business travellers including Thistle Advantage (a
telemarketing and telesales initiative designed to manage and grow our base of
smaller corporate accounts) and the Thistle Preferred Network Card - a package
of benefits for medium and larger corporate accounts. The domestic short break
leisure market remained relatively strong during the year and our tactical
promotions including "Summer in the City" and new products such as the Thistle
Advance Saver, a pre payment apex style product, contributed to revenue growth
in the leisure segments.
Thistle's brand in the UK market continues to show improvements in the
independent British Hotel Guest Survey produced by BDRC. Following extensive
research with our customers, we launched our brand positioning internally in a
series of road shows to all management and staff. Our staff training and
customer service improvement efforts have centered on putting our guests at the
heart of everything we do and consistently delivering to our customers a high
quality individual experience.
We re-structured our sales team midway through the year away from an individual
hotel approach to an account management approach; changes which we believe will
enable us to win more new accounts in the corporate, conference and meetings
sectors and improve the overall business mix.
Significant changes are occurring generally within channels of distribution.
Customers can book rooms in our hotels in person, or through travel agents, by
phone, fax, via Global Distribution Systems (GDS) or the internet. In 2002
internet bookings grew most rapidly, nearly 120% up on 2001. On average over
#100,000 of revenue was generated each week through internet bookings and this
growth rate has continued in the early weeks of the current financial year. GDS
bookings were down approximately 4% year on year although over 8% of all
bookings are made through this channel.
Cost Containment
Tight control was maintained over costs throughout the year. We reduced our
like for like operating costs by approximately 5% year-on-year despite gains in
occupancy and cost increases in a number of areas including insurance costs,
although we benefited from a one-off property rates rebate of #2.3 million. Our
new central purchasing and distribution arrangement with Scottish & Newcastle
Retail and Wincanton covering the majority of the Group's food requirements is
working well. We have experienced lower food purchasing costs and processing
efficiencies and a significant reduction in the number of food lines purchased
from a more limited number of food suppliers.
Capital expenditure in the year was #8.5 million (2001: #38.3 million), of which
#1.2 million was spent at the managed hotels during the period prior to the
disposal. The significant reduction against the prior year reflects both the
policy to restrict capital expenditures to essential maintenance expenditures
only, and the completion in 2001 as planned of our three year refurbishment
programme.
The net impact of these actions to restrict turnover declines and control costs
has been to generate free cash flow of #22.9 million (2001: #23.3 million).
PEOPLE
Our people are the core of our business, and are critical in delivering the
quality customer service levels we aspire to. Communication with staff at all
levels is encouraged, with regular update forums for all staff. Staff turnover
has again reduced to 48% (2001: 61%) and our 2002 Employee Attitude Survey
showed improved staff satisfaction.
FINANCE DIRECTOR'S REVIEW
Disposal of 37 hotel businesses
The disposal of a group of subsidiary companies which together owned 37 London
and regional hotel businesses to Gamma Four Limited, a member of the Orb Group,
was completed on 4 April 2002 for a total consideration of #598.6 million,
including deferred consideration of #45.0 million. On 4 November 2002 the
Company issued proceedings against Gamma Four Limited and certain other members
of the Orb Group to seek recovery of amounts due in connection with that
disposal. The amount being sought by the Company is approximately #14.6 million
plus interest and costs. The principal sum only is included in debtors at 29
December 2002. On 17 January 2003 the relevant members of the Orb Group served
a defence against the Company's claims, together with a counterclaim, which the
Company is defending. The amount of the counterclaim is asserted to be #54
million. No provision has been made in respect of the counterclaim as, having
taken legal advice, the directors are of the opinion that the counterclaim can
be successfully resisted.
The deferred consideration in the form of a #45.0 million loan note is
receivable on or before 1 January 2005. Interest accrues at a rate of 5% per
annum and is receivable when the principal is repaid. At 29 December 2002 the
interest accrued was #1.7 million. There is no dispute with the Orb Group over
this loan note. Payment has been guaranteed by various members of the Orb
Group. In addition, Thistle holds a second legal charge over the shares in the
Jersey-based parent of the Orb Group company which owns the managed hotels as
security for the loan note. In view of the litigation noted above and other
matters recently reported in the press in respect of the Orb Group, the Board
has decided to defer recognition of the deferred consideration and associated
interest receivable until there is either increased certainty of recovery or the
amounts are realised in cash. Accordingly, the exceptional profit on disposal
of #41.3 million reported in the Interim Report has been restated to a #4.0
million loss on disposal, and interest income to 29 December 2002 of #1.7
million has not yet been recognised in the Profit and Loss Account.
The trading result for the hotels which were disposed of is included until
disposal and is shown separately within the segmental reporting. This amounted
to a profit of approximately #9.0 million. Fee income earned from subsequent
management of the hotels was #5.9 million and is included in turnover.
Thistle's fee income comprises a sales and marketing fee of 2% of rooms revenue,
a management fee of 3% of total revenue and an incentive fee based on EBITDA
performance.
Trading Performance - Profit
Thistle's trading profit and cash flow performance in 2002 reflects both the
continuing difficult market conditions described in the Chief Executive's review
and the sale of the 37 hotel businesses in April 2002.
Turnover for the owned or leased hotels fell by #11.1 million from #162.2
million to #151.1 million and due to the Group's high operational gearing this
reduction was largely reflected in a gross profit reduction of #8.4 million from
#63.8 million to #55.4 million. Throughout the year there has been tight control
of support office costs and a year-on-year reduction of #2.9 million was
achieved. The achievement of improved operational efficiency remains a priority
both within the hotels and the support office functions.
Other Exceptional Items
An exceptional profit of #1.0 million arose during the year on the disposal of
one non-trading property. The relocation of the Leeds support office to new
leasehold premises has been delayed to April 2003, due to building delays beyond
the control of Thistle. This move will generate an exceptional pre-tax profit
on disposal of the current freehold site of some #2.0 million on completion of
its sale in 2003.
Interest
Interest payable of #28.8 million comprised #26.2 million in respect of the
#260.0 million debentures in place throughout the year and #2.6 million in
respect of bank loans and overdrafts for the period up to the disposal of the 37
hotel businesses in April 2002.
Since the disposal, the Group has been cash positive and funds have been
deposited with leading UK banks. Interest receivable on these deposits amounted
to #10.5 million during the year; an average rate of 3.8% per annum.
Profit Before Tax
Profit before tax (PBT) decreased by #21.2 million to #27.9 million but,
adjusting for the exceptional items in each year, the underlying profit before
tax was #30.9 million, a decrease of #14.6 million.
Tax
The Group's overall tax charge of #6.1 million comprised a #9.8 million charge
in respect of current year trading and a credit of #3.7 million in respect of
prior years. The overall effective rate for the year was thus 20% of the profit
before exceptional items. It is not anticipated that any tax charge will arise
on those exceptional items. For the year to December 2003, the tax charge is
expected to revert to the standard rate of 30% of profit before exceptional
items.
Financial Reporting Standard (FRS) 19 (Deferred Tax) has been applied for the
first time in 2002. FRS 19 requires the Group to provide for deferred tax on
certain timing differences where previously no provision has been required. On
the implementation of FRS 19 a prior year adjustment has been made which has the
effect of reducing shareholders' funds at 30 December 2001 by #133.3 million to
#1,023.2 million from the previously reported #1,156.5 million. The 2001 tax
charge has been restated from #9.0 million to #11.7 million to reflect this
change in accounting policy.
Earnings Per Share
Adjusted earnings per share decreased by 26% to 5.2 pence reflecting the reduced
adjusted PBT but benefiting from the reduced effective tax rate described above.
Adjusted EPS is calculated on earnings before the after tax impact of
exceptional items. Basic EPS decreased from 7.7 pence to 4.5 pence.
Cash Flow
Net cash inflow from operating activities of #61.9 million represented 126% of
operating profit. There was a net working capital outflow of #10.0 million
during the year of which #6.1 million is in respect of amounts recoverable as
part of the #14.6 million balance disputed by the Orb Group as described above.
Interest paid of #31.5 million was #2.7 million higher than the profit and loss
account charge due to the payment of amounts accrued at the previous year end.
Interest receipts of #10.2 million were only marginally less than the profit and
loss account income of #10.5 million.
The Group's 2002 cash tax rate was 31%, substantially lower than in 2001 when
tax paid included #21.4 million deferred from 2000. The cash tax rate is the
ratio of corporation tax paid during the year to profit before tax and
exceptional items for the year.
The Group generated cash (after tax and interest) of #30.9 million. This cash
flow, together with proceeds from fixed asset sales, financed capital
expenditure of #8.5 million, the purchase of Thistle shares held by the Employee
Benefits Trust of #1.1 million and the payment of ordinary dividends of #24.6
million.
In 2002 in line with previously reported policy, capital expenditure of #8.5
million was focused on essential replacement and health and safety expenditure.
A net cash inflow after costs of #539.1 million arose on the sale of the 37
hotels and from this #174.0 million was used to repay bank debt with the
remainder being retained in the business.
Balance Sheet
Following the disposal of the 37 hotel businesses the Group's balance sheet
investment in properties has been reduced from #1.6 billion at December 2001 to
#1.0 billion at December 2002. This represents the remaining 18 hotels, whose
value is substantially higher on an individual hotel basis than those sold due
to their size and location, being mainly in London.
The Directors have carried out an internal review of the carrying value of the
Group's assets based on the prospect of long-term ownership. In the case of one
hotel, The London Ryan, a professional valuation was obtained, which indicated a
write down of #4.8 million. Accordingly an impairment provision has been made
and was charged directly to the Revaluation Reserve.
At the end of the year, the Group held cash of #367.0 million. After deducting
the fixed rate debentures of #259.3 million, net cash was #107.7 million (2001:
net debt of #430.2 million).
Dividend
The dividend policy remains to maintain a payout which is substantially financed
out of free cash flow and reflects the sustainable cash flow and balance sheet
strength of the Group. Although the operational cash generating capacity of the
business has fallen as a result of the sale of 37 hotel businesses, net cash
flow in 2002 remains strong, and hence the Board has decided to recommend
maintaining the final dividend at 3.4 pence per share. This would result in an
unchanged dividend for the year and a total cash outflow of #24.6 million.
Treasury Policy
The Board has regularly reviewed the funding policy of the Group, including the
appropriate levels of equity and debt, management of the Group's liquidity and
the dividend policy. Following the sale of the 37 hotel businesses during 2002
the Treasury policy involved the maintenance of the Group's surplus cash on
deposit with banks of high credit standing. There were no interest rate swaps
outstanding at any time during the year.
Accounting Standards
The Group has not adopted early the accounting requirements of FRS 17
(Retirement Benefits). Had the Group implemented FRS 17 at 29 December 2002 then
the balance sheet would have contained an item for the pensions liability of
#8.5 million net of deferred tax with a corresponding reduction in Group net
assets. We will review our funding commitments at the time of the next
Actuarial Review in May 2003.
THISTLE HOTELS Plc
PRELIMINARY ANNOUNCEMENT
GROUP PROFIT AND LOSS ACCOUNT
for the 52 weeks ended 29 December 2002
2002 2001
as restated
Notes #m #m #m #m
Turnover Owned or leased hotels 151.1 162.2
Disposed hotels 33.0 143.1
Management fee income 5.9 -
______ ______
190.0 305.3
Cost of sales (119.7) (198.4)
Gross profit Owned or leased hotels 55.4 63.8
Disposed hotels 9.0 43.1
Management fee income 5.9 -
______ ______
70.3 106.9
Administrative expenses (21.1) (24.0)
______ ______
Operating profit 2 49.2 82.9
Profit on sale of tangible fixed 3 1.0 3.6
assets
Loss on disposal of businesses 4 (4.0) -
Net interest payable (18.3) (37.4)
______ ______
Profit before taxation 27.9 49.1
Taxation 5 (6.1) (11.7)
______ ______
Profit after taxation 21.8 37.4
Dividends 6 (24.6) (24.6)
______ ______
Transfer to reserves (2.8) 12.8
______ ______
Earnings per share 7 4.5p 7.7p
Diluted earnings per share 7 4.5p 7.7p
Adjusted earnings per share 7 5.2p 7.0p
The above results all arise from continuing operations.
THISTLE HOTELS Plc
PRELIMINARY ANNOUNCEMENT
GROUP BALANCE SHEET
at 29 December 2002
2002 2001
as restated
Notes #m #m
Fixed assets
Tangible assets 999.4 1,627.3
Investments 1.1 -
_______ _______
1,000.5 1,627.3
_______ _______
Current assets
Stocks 0.4 1.2
Debtors: amounts falling due within one year 38.7 28.1
Debtors: amounts falling due after more than one year 46.7 -
Cash at bank and in hand 367.0 3.1
_______ _______
452.8 32.4
Creditors: amounts falling due within one year (52.9) (69.9)
_______ _______
Net current assets / (liabilities) 399.9 (37.5)
_______ _______
Total assets less current liabilities 1,400.4 1,589.8
Creditors: amounts falling due after more than one year (306.0) (433.3)
Provisions for liabilities and charges (78.3) (133.3)
_______ _______
Net assets 1,016.1 1,023.2
_______ _______
Equity share capital and reserves
Called up share capital 123.7 123.6
Share premium account 398.9 398.5
Revaluation reserve 9 290.9 441.5
Other reserves 9 13.4 50.8
Profit and loss account 9 189.2 8.8
_______ _______
Total equity shareholders' funds 1,016.1 1,023.2
_______ _______
THISTLE HOTELS Plc
PRELIMINARY ANNOUNCEMENT
GROUP CASH FLOW STATEMENT
for the 52 weeks ended 29 December 2002
2002 2001
Notes #m #m
Net cash inflow from operating activities 8 61.9 112.4
Returns on investments and servicing of finance
Interest paid (31.5) (40.6)
Interest received 10.2 -
Taxation paid (9.7) (24.0)
Capital expenditure
Purchase of tangible fixed assets (8.5) (38.3)
Sale of tangible fixed assets 1.6 13.8
Purchase of investments (1.1) -
_______ _______
Free Cash Flow 22.9 23.3
Disposals
Disposal of businesses 4 539.1 -
Equity dividends paid (24.6) (24.6)
_______ _______
Cash inflow / (outflow) before management of
liquid resources and financing 537.4 (1.3)
Management of liquid resources
Net increase in seven day deposits (351.0) -
Financing
Issue of share capital 0.5 -
Loans repaid (174.0) -
_______ _______
Increase / (decrease) in cash 12.9 (1.3)
_______ _______
GROUP RECONCILIATION OF NET CASH / (DEBT)
for the 52 weeks ended 29 December 2002
2002 2001
#m #m
Increase / (decrease) in cash in the period 12.9 (1.3)
Cash flow from increase in liquid resources 351.0 -
Cash flow from repayment of loans 174.0 -
_______ _______
Movement in net cash and debt in the period 537.9 (1.3)
Net debt at the beginning of the period (430.2) (428.9)
_______ _______
Net cash / (debt) at the end of the period 107.7 (430.2)
_______ _______
THISTLE HOTELS Plc
PRELIMINARY ANNOUNCEMENT
OTHER GROUP FINANCIAL STATEMENTS
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the 52 weeks ended 29 December 2002
2002 2001
as restated
Notes #m #m
Profit for the financial year 21.8 37.4
Impairment provision (4.8) -
_______ _______
Total recognised gains and losses relating to the year 17.0 37.4
_______
Prior year adjustment 1 (133.3)
_______
Total recognised gains and losses recognised since last
annual report
(116.3)
_______
GROUP RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS
for the 52 weeks ended 29 December 2002
2002 2001
as restated
#m #m
Total recognised gains and losses relating to the year 17.0 37.4
Dividends (24.6) (24.6)
Issue of share capital 0.5 -
_______ _______
Net change in the year (7.1) 12.8
_______ _______
Opening equity shareholders' funds as previously 1,156.5 1,141.0
reported
Prior year adjustment (Note 1) (133.3) (130.6)
_______ _______
Opening equity shareholders' funds as restated 1,023.2 1,010.4
_______ _______
Closing equity shareholders' funds 1,016.1 1,023.2
_______ _______
The figures for the 52 weeks to 29 December 2002 are an abridged version of the
Group's statutory accounts which will be delivered to the Registrar of Companies
in due course. The auditors' report on those accounts was unqualified and did
not contain a statement under section 237(2) or (3) of the Companies Act 1985.
The figures for the 52 weeks to 29 December 2002 have been prepared on the basis
of the accounting policies set out in the 2001 Annual Report and Accounts except
for the adoption of FRS 19 (Deferred Tax), the effects of which are described in
Note 1.
The Group's statutory accounts for the 52 weeks ended 30 December 2001 have been
filed with the Registrar of Companies. The report of the auditors was
unqualified and did not contain a statement under section 237(2) or (3) of the
Companies Act 1985. The figures for the 52 weeks ended 30 December 2001 in this
report are an abridged version of the Group's statutory accounts for that period
as restated for the impact of FRS 19.
The Board of Directors approved this preliminary announcement on 28 February
2003.
1. Prior year adjustment
Financial Reporting Standard 19 (Deferred Tax) has been adopted for the first
time and full provision for deferred tax has been made. In previous periods the
Group's accounting policy was to not provide for deferred tax unless there was a
reasonable probability that a liability would arise in the foreseeable future.
The change in policy has been accounted for by means of a prior year adjustment
as at 1 January 2001 and the previously reported figures for the year ended 30
December 2001 have been restated accordingly. The effect of the change in
policy was to increase the tax charge for the year ended 30 December 2001 by
#2.7 million. The effect of the change in policy on the results for the year
ended 29 December 2002 has been to credit #53.8 million to the net loss on
disposal of businesses and to decrease the tax charge for the year by #1.2
million.
2. Operating Profit
2002 2001
#m #m
Operating profit is stated after charging:
Depreciation and amortisation 22.7 32.6
Repairs and renewals 5.6 8.4
_____ ____
3. Profit on sale of tangible fixed assets
2002 2001
#m #m
Profit on sale of tangible fixed assets 1.0 3.6
_____ ____
During the year the Group realised an aggregate net profit of #1.0 million
(2001: #3.6 million) on the disposal of one ancillary property (2001: one
hotel). There was no tax charge attributable to this profit (2001: #nil). The
sale proceeds net of selling costs were #1.4 million (2000: #10.4 million).
4. Profit on disposal of businesses
On 4 April 2002 the Group disposed of 37 hotel businesses for an initial
consideration of #553.6 million resulting in an exceptional loss after disposal
costs of #4.0 million. The loss reflects the release of deferred tax liabilities
of #53.8 million provided under FRS19 for these disposed hotel businesses.
Initial net sale proceeds of #539.1 million after costs of #4.0 million and cash
balances disposed of #2.0 million were received during the year. A further #8.5
million of consideration in respect of working capital balances is receivable
but is the subject of a dispute as described below.
On 4 November 2002, the Company issued proceedings against Gamma Four Limited
and certain other members of the Orb Group to seek recovery of amounts due in
connection with that disposal. The amount being sought by the Company is
approximately #14.6 million plus interest and costs and the principal sum is
included in debtors at 29 December 2002. On 17 January 2003, the relevant
members of the Orb Group served a defence against the Company's claims, together
with a counterclaim, which the Company is defending. The amount of the
counterclaim is asserted to be #54 million. No provision has been made in
respect of the counterclaim as, having taken legal advice, the directors are of
the opinion that the counterclaim can be successfully resisted.
Deferred consideration in the form of a #45.0 million loan note is receivable on
or before 1 January 2005. Interest accrues at a rate of 5% per annum and is
receivable when the principal is repaid. At 29 December 2002 the interest
accrued was #1.7 million. There is no dispute with the Orb Group over this loan
note. Payment has been guaranteed by various members of the Orb Group and, in
addition, Thistle holds a second legal charge over the shares in the
Jersey-based parent of the Orb Group company which owns the managed hotels as
security for the loan note. In view of the litigation noted above and other
matters recently reported in the press in respect of the Orb Group, the Board
has decided to defer recognition of the deferred consideration and associated
interest receivable until there is either increased certainty of recovery or the
amounts are realised in cash. Accordingly the exceptional profit on disposal
previously reported in the Interim Report has been restated to a #4.0 million
loss on disposal, and interest income to 29 December 2002 of #1.7 million has
not yet been recognised in the Profit and Loss Account.
5. Taxation
2002 2001
as restated
#m #m
Corporation tax 9.3 11.0
Deferred tax 0.5 2.7
_____ ____
9.8 13.7
Adjustments in respect of previous years
Corporation tax (2.0) (2.0)
Deferred tax (1.7) -
_____ ____
6.1 11.7
_____ ____
6. Dividends
2002 2001
#m #m
Interim paid of 1.7 pence (2001: 1.7 pence) per share 8.2 8.2
Final proposed of 3.4 pence (2001: 3.4 pence) per share 16.4 16.4
_____ ____
24.6 24.6
_____ ____
7. Earnings per share
Earnings per share of 4.5 pence (2001: 7.7 pence) are based on the
Group's profit after taxation of #21.8 million (2001: #37.4 million) and on the
average number of shares in issue during the period of 482.0 million (2001:
481.9 million).
Diluted earnings per share of 4.5 pence (2001: 7.7 pence) takes into
account, in addition to the average number of shares noted above, dilutive
potential ordinary shares arising from employee share options of 0.4 million
(2001: 0.3 million).
Adjusted earnings per share of 5.2 pence (2001: 7.0 pence) are based on
the Group's adjusted profit after taxation of #24.8 million (2001: #33.8
million) which excludes the net exceptional loss of #3.0 million (2001: profit
of #3.6 million) and the attributable taxation of #nil (2001: #nil).
8. Reconciliation of operating profit to net cash inflow
from operating activities
2002 2001
#m #m
Operating profit 49.2 82.9
Depreciation and amortisation 22.7 32.6
Profit on disposal of fixed assets - (0.2)
Decrease in stocks 0.2 0.2
(Increase) / decrease in debtors (14.9) 2.9
Increase / (decrease) in creditors 4.7 (6.0)
______ ______
Net cash inflow from operating activities 61.9 112.4
______ ______
9. Movements on reserves
2002 2001
#m #m
Revaluation reserve
At the beginning of the year 441.5 446.0
Impairment provision (4.8) -
Transfer of depreciation (1.0) (1.4)
Revaluation surplus realised on disposals (144.8) (3.1)
______ ______
At the end of the year 290.9 441.5
______ ______
Other reserves
At the beginning of the year 50.8 50.8
Realised on disposals (37.4) -
______ ______
At the end of the year 13.4 50.8
______ ______
9. Movements on reserves (continued) 2002 2001
#m #m
Profit and loss account
At the beginning of the year as previously reported 142.1 122.1
Prior year adjustment (Note 1) (133.3) (130.6)
______ ______
At the beginning of the year as restated 8.8 (8.5)
(Loss)/profit for the financial year (2.8) 12.8
Transfer of depreciation 1.0 1.4
Revaluation surplus realised on disposals 144.8 3.1
Other reserve realised on disposals 37.4 -
______ ______
At the end of the year 189.2 8.8
______ ______
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UWRRROWRUUUR
RIS item disseminated by London Stock Exchange
APPENDIX 4
FINANCIAL EFFECTS OF ACQUISITION
1. BASES AND ASSUMPTIONS
1.1 Bases and Assumptions. The pro forma financial effects analysis of
the Acquisition on the EPS, NTA per share and net gearing of the Enlarged BIL
Group below has been prepared on the following bases and assumptions:
(1) based on the audited consolidated financial statements of the BIL
Group for the financial year ended 30 June 2002;
(2) based on (a) the audited consolidated financial statements of the
Thistle Group for the financial year ended 30 December 2001 (restated), (b) the
abridged audited consolidated financial statements of the Thistle Group for the
financial year ended 29 December 2002 and (c) the unaudited interim consolidated
financial statements of the Thistle Group for the 28 weeks ended 15 July 2001
(restated) and 14 July 2002;
(3) assuming the following #:US$ exchange rates:
Year ended Average Rates for the year (Profit Balance Sheet Date Rates
and Loss Account)
30 June 2000 #1:US$1.5931 -
30 June 2001 #1:US$1.4492 -
30 June 2002 #1:US$1.4492 #1:$1.5335
(4) assuming the Acquisition had been completed as of 1 July 2001 for the
profit and loss account and 30 June 2002 for the balance sheet, based on the net
assets of the Thistle Group as of 14 July 2002, adjusted for the #45.6 million
write-down booked in the abridged audited consolidated financial statements of
the Thistle Group for the financial year ended 29 December 2002. As announced
on 3 March 2003, the Board of Directors of Thistle has decided to defer
recognition of the previously recognised deferred consideration of a #45 million
loan note receivable from the Orb Group and associated interest receivable of
#0.6 million until there is either increased certainty of recovery or the
amounts are realised in cash. Accordingly, the exceptional profit on disposal
of #41.3 million reported in the Thistle Group's interim results for the 28
weeks ended 14 July 2002 has been restated to a #4 million loss on disposal and
interest income of #0.6 million has been removed from the profit and loss
account (please refer to Thistle's 3 March 2003 announcement set out in Appendix
3 hereto for further details);
(5) the BIL Group has to take into consideration the restatement of the
Thistle Group interim results for the 28 weeks ended 14 July 2002 as noted in
paragraph (4) above. As a result, the BIL Group would restate its profit and
loss account and balance sheet for its 45.879% share of the #45.6 million
restatement, which would result in a US$32.1 million
reduction in the BIL Group's reported profit for the year ended 30 June 2002.
The financial effects of this restatement on the EPS, NTA per share and net
gearing of the BIL Group are shown below;
(6) assuming that the negative goodwill arising from the Acquisition is
to be recognised as income in the income statement over 15 years, this being the
assumed average useful life of the depreciable assets acquired;
(7) assuming that none of the options in respect of Thistle shares
granted under Thistle's share option schemes will be exercised, as the number of
shares under option at exercise prices below the Offer Price was immaterial as
of 30 December 2001;
(8) assuming a funding cost, including estimated transaction costs of #10
million, of #310.5 million and an interest rate of 5.675%;
(9) assuming that the fair values of Thistle's assets as of 30 June 2002,
being the date on which the negative goodwill arising from the Acquisition is
calculated for the purposes of this analysis, are the same as their then book
values. The fair values of the identifiable net assets of the Thistle Group
will be determined after the Acquisition; and
(10) assuming that each Thistle share is acquired for 115 pence in cash.
The actual purchase price will be translated at the exchange rate prevailing at
the date of the completion of the Acquisition.
1.2 Pro Forma Analysis. The pro forma financial effects analysis below:
(1) is prepared for illustrative purposes only and based on certain
assumptions after making certain adjustments to show:
(a) what the EPS of the Enlarged BIL Group for the year ended 30 June
2002 would have been if the Acquisition had been completed as of 1 July 2001;
and
(b) what the NTA per share and net gearing of the Enlarged BIL Group as
of 30 June 2002 would have been if the Acquisition had been completed as of 30
June 2002; and
(2) may not, because of its nature, give a true picture of what the EPS,
NTA per share and net gearing of the Enlarged BIL Group for FY02 and as of 30
June 2002 might have been if the Acquisition had actually been completed as of 1
July 2001 and 30 June 2002, respectively.
1.3 Limitations. In setting out the pro forma financial effects analysis
below, limited adjustments were made to account for differences, to the extent
known to BIL, in the accounting policies used in the preparation of the
financial statements of the BIL Group and the Thistle Group.
Further, the pro forma financial effects analysis below has been prepared solely
on the basis of publicly available information relating to the Thistle Group
(other than information previously provided by Thistle to BIL for purposes of
preparing BIL's financial statements in the ordinary course of reporting). Had
account been taken of, and adjustments made to reflect, information relating to
the Thistle Group not publicly available, there can be no assurance that there
would be no material differences to the pro forma financial effects analysis
presented below.
1.4 Full Acceptance Scenario. The pro forma financial effects analysis
below considers the scenario where the number of Thistle shares tendered in
acceptance of the Offer represents all the Thistle shares not already owned by
BIL (through its wholly-owned subsidiary).
2. EPS
On the bases and assumptions set out above, the following table illustrates the
effects of the Acquisition on the EPS of the Enlarged BIL Group:
Enlarged
BIL Group BIL Group
For the year For the year After
30 June 2002 30 June 2002 Acquisition
(restated)*
(reported)
EPS, pre-goodwill amortisation
(US$) 0.011 (0.013) (0.018)
EPS, after goodwill amortisation
(US$) 0.008 (0.016) (0.001)
3. NTA PER SHARE
On the bases and assumptions set out above, the following table illustrates the
effects of the Acquisition on the NTA per share of the Enlarged BIL Group:
Enlarged
BIL Group BIL Group
As of As of After
30 June 2002 30 June 2002 Acquisition
(restated)*
(reported)
NTA per share (US$) 0.53 0.50 0.77
4. NET GEARING
On the bases and assumptions set out above, the following table illustrates the
effects of the Acquisition on the net gearing(5) of the Enlarged BIL Group:
Enlarged
BIL Group BIL Group
As of As of After
30 June 2002 30 June 2002 Acquisition
(restated)*
(reported)
Net gearing 0.68 0.71 1.16
--------------------------
(1) This is based on an exchange rate of #1.00:S$2.75 as of 4 March 2003.
(2) Unaudited.
* Not disclosed.
(3) Unaudited.
(4) Unaudited.
* See Sections 1.1(4) and (5) of this Appendix 4.
(5) "Net gearing" means the ratio of net borrowings to equity. "Net borrowings"
means the aggregate amount of liabilities arising from borrowing from banks and
financial institutions and bonds, notes and other debt securities, less cash and
cash equivalents. "Equity" means the aggregate amount of issued and paid-up
share capital, reserves and minority interests.
* See Sections 1.1(4) and (5) of this Appendix 4.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAKDLEDPDEFE