CLS Holdings Regulatory News (CLI)

1 Dec 2008 15:54

Immediate Release: Monday 1 December 2008

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA,

AUSTRALIA, SOUTH AFRICA AND JAPAN CLS Holdings plc ('CLS' or 'the Company') Proposed purchase of 2 in every 9 ordinary shares of 25p each

in the Company ("Ordinary Shares") at 350 pence per Ordinary Share

by way of a tender offer (the "Tender Offer") and Notice of General Meeting

On 27 November 2008, the board of CLS announced that the Company intended to offer to purchase 2 in every 9 Ordinary Shares by way of a special tender offer share buy-back at 350p per Ordinary Share, as a means of returning some of the Company's free cash to shareholders. The Company will retain over ‚£130 million in cash following this special tender offer.

CLS is posting a circular (the "Circular") to shareholders today in relation to the Tender Offer on the terms set out above. If the maximum number of 13,721,215 Ordinary Shares under the Tender Offer is acquired, this will result in an amount of ‚£48,024,253 being paid by the Company to participating shareholders.

The Tender Offer is open to all shareholders on the Company's register at 5.00 p.m. on 17 December 2008, who may participate by tendering all or a proportion of their holdings of their holdings of Ordinary Shares at the above price. No Ordinary Shares will be purchased in relation to the Tender Offer unless the resolution to be proposed at the general meeting of the Company to be held on 18 December 2008 (the "General Meeting") is passed. The Tender Offer will be void if less than 0.1 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) in aggregate is tendered. The Ordinary Shares purchased by the Company under the Tender Offer will be cancelled.

Acceptances of the Tender Offer, which may only be made on the tender form accompanying the Circular to shareholders, should be returned as soon as possible and, in any event, so as to be received by 5.00 p.m. on 17 December 2008, the latest time and date for receipt of the tender forms. Forms of proxy for the General Meeting must be completed and returned so as to reach the Company's registrars by not later than 11.00 a.m. on Tuesday 16 December 2008.

The Circular, tender form and proxy card will be submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSTel No: (0)20 7066 1000

The Circular will also be available shortly on the CLS website, www.clsholdings.com, in the Investor Relations section under Financial Reports or the documents may be obtained from Sarah Ghinn.

Enquiries:CLS Holdings plcSarah GhinnTel No: (0)20 7582 7766

NCB Corporate Finance Limited

Jonathan Gray or Emma Brewer

Tel No: (0)20 7071 5200

NCB Corporate Finance Limited is advising CLS in relation to the Tender Offer and no one else and will not be responsible to anyone other than CLS for providing the protections afforded to the customers of NCB Corporate Finance Limited nor for providing any advice in relation to the Tender Offer.

This announcement, which has been issued by the Company and is the sole responsibility of the Company, has been approved only for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom by NCB Corporate Finance Limited, 51 Moorgate, London EC2R 6BH, a firm which is authorised and regulated in the United Kingdom by the Financial Services Authority.