APPENDIX I
 
 
 CONDITIONS AND FURTHER TERMS OF THE INCREASED OFFER
 
 
Save as set out in this announcement*, the Increased Offer is subject to the
same terms and conditions as those set out in Appendix I to the Original Offer
Document, which shall be deemed to be incorporated in and form part of this
announcement. The Increased Offer is a revision of the Original Offer and shall
be construed accordingly.
 
 
The Increased Offer remains open for acceptance until 3.00 p.m. (BST) on 2 May
2003.
 
 
Except where the context otherwise requires, any reference in this document or
in Appendix I to the Original Offer Document to:
 
 
 i. the 'Offer' shall mean the Increased Offer and any extension, revision,
 amendment, renewal or increase thereof;
 
 
ii. 'acceptances of the Offer' shall include deemed acceptances of the Increased
 Offer;
 
 
iii. the Offer becoming 'unconditional' shall include the Increased Offer
 becoming or being declared unconditional; and
 
 
iv. the 'Offer Document' shall mean the Increased Offer Document.
 
 
The Increased Offer is, save as set out herein, made on and is subject to the
terms set out in the Original Offer Document (other than paragraph 5(xvi) of
Part B of Appendix I thereto).
 
 
*BIL (UK) reserves the right to extend, revise, amend, renew and/or increase the
Increased Offer.
 
 
 
 
 APPENDIX II
 
 
 BASES AND SOURCES OF INFORMATION
 
 
 i. The Increased Offer value is based on the Increased Offer Price multiplied by
 the 482,382,087 Thistle Shares in issue (as indicated by Thistle's records
 at Companies House as at 28 April 2003).
 
 
ii. Thistle's Closing Middle Market Price on 29 January 2003, the last business
 day prior to Investec re-rating Thistle based on 'potential for corporate
 action', was 89.00 pence.
 
 
iii. Thistle's Closing Middle Market Price on 20 February 2003, the last
 business day prior to the announcement by BIL that it was contemplating
 making an offer for Thistle, was 100.00 pence.
 
 
iv. Thistle's Closing Middle Market Price on 29 April 2003, the last business
 day prior to this announcement, was 120.50 pence.
 
 
 v. The multiple of 9.4 times 2002 pro-forma EBITDA is based on the enterprise
 value represented by the Increased Offer, as derived from the Increased
 Offer Price multiplied by the number of Thistle Shares in issue (see section
 (i) of this Appendix) and the market value of Thistle's debt as at 28 March
 2003 (see section (ix) of this Appendix) net of cash at bank and in hand;
 and BIL's calculation of Thistle's 2002 pro-forma EBITDA (see section (viii)
 of this Appendix).
 
 
vi. The multiple of 30.7 times 2002 pro-forma earnings is based on the Increased
 Offer Price and BIL's calculation of Thistle's 2002 pro-forma earnings (see
 section (viii) of this Appendix).
 
 
vii. Where 'enterprise value' has been used in this announcement, debts taken
 into account in the valuation have been calculated in accordance with FRS
 13.
 
 
viii. Pro-forma results
 
 
 a. References to '2002 pro-forma EBITDA', '2002 pro-forma earnings' or similar
 statements in this announcement relate to Thistle's reported 2002 results as
 adjusted by BIL to remove discontinued operations and to reflect the full
 year effect of the disposal of 37 hotel businesses to Orb in April 2002.
 
 
 b. The adjustments set out below have been made by BIL in arriving at the
 pro-forma results:
 
 
(1) the results from disposed operations have been removed;
 
 
 (2) the management fee from the operation of the disposed hotels has
 been adjusted to reflect an estimated full year's fee of £7.3 million,
 derived from a Credit Suisse First Boston research note dated 26
 November 2002;
 
 (3) interest income and expense have been adjusted to reflect a full
 year's reduction in Thistle's debt balance and a full year's interest
 income from its cash balance; and
 
 (4) a 30 per cent. tax rate has been assumed in calculations of
 profit after tax.
 
 2002 2002 2002 2002 2002
 Actual Disposed Mgmt fee Interest adj Pro-forma
 (prelims) (prelims) (pro-forma) (pro-forma) (pro-forma)
Turnover 190.0 (33.0) 1.4 158.4
EBITDA 71.9 (12.4)(*) 1.4 61.0
EBITA 49.2 (9.0) 1.4 41.6
PBT 30.9 (9.0) 1.4 5.8(**) 29.1
Assumed tax  30.0%
PAT 21.8 20.4
- EPS 4.5p 4.2p
- Adjusted EPS  5.2p
 
 
 (*) Disposed depreciation charge calculated as 3/12ths of the 2001
 depreciation charge relating to the disposed hotels of £13.4 million
 
 (**) Interest adjustment calculated by removing the cost of 3
 months' interest at 5.4 per cent. on £174 million of debt retired
 following the sale of 37 hotels to Orb on 4 April 2002 and adding £3.5
 million, equivalent to 3 months' interest income on the estimated cash
 balance of £364.1 million, following the transaction with Orb (source:
 Thistle's 2002 annual report, 2001 annual report and 14 July 2002
 interim statement)
 
 
 (ix) References to 'market value' relate to the aggregated closing
 market price for each Thistle debenture on 28 March 2003, as sourced
 from Datastream.
 
 
 
 
 APPENDIX III
 
 
 DEFINITIONS
 
 
Unless the context otherwise requires and save to the extent superseded in this
document, the definitions in the Original Offer Document and the Response to
Thistle's Defence Document shall also apply in this document, together with the
following definitions:
 
'Increased Offer' the increased* cash offer made by HSBC on behalf of BIL (UK), a wholly
 owned subsidiary of BIL, to acquire the whole of the issued and to be
 issued share capital of Thistle not already owned by the BIL Group;
'Increased Offer Document' the document to be posted to Thistle Shareholders containing the
 Increased Offer;
'Increased Offer Price' 130 pence per Thistle Share;
'Original Offer' the offer announced on 4 March 2003 and made by HSBC on behalf of BIL
 (UK) for the Thistle Shares not already owned by the BIL Group;
'Original Offer Document' the offer document dated 31 March 2003 in respect of the Original Offer;
  and
'Response to Thistle's Defence the circular posted to Thistle Shareholders by BIL (UK) on 23 April 2003.
Document'