CLS Holdings Regulatory News (CLI)

20 Oct 2008 15:25

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 1 in every 25 ordinary shares of 25p each

in the Company ("Ordinary Shares") at 425 pence per Ordinary Share

by way of a tender offer (the "Tender Offer"), adoption of New Articles of Association and Notice of General Meeting

On 29 August 2008, the board of CLS announced in its Interim Report for the six month period ended 30 June 2008 that the Company intended to offer to purchase 1 in every 25 Ordinary Shares by way of a tender offer at 425p per Ordinary Share.

CLS has today posted a circular (the "Circular") to shareholders in relation to the Tender Offer on the terms set out above. The Tender Offer is being made in lieu of an interim dividend for the six month period ended 30 June 2008. If the maximum number of 2,575,644 Ordinary Shares under the Tender Offer is acquired, this will result in an amount of ‚£10,946,487 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 13 November 2008, who may participate by tendering all or a proportion of their holdings of Ordinary Shares at the above price. No Ordinary Shares will be purchased in relation to the Tender Offer unless the relevant resolution to be proposed at the general meeting of the Company to be held on 14 November 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 13 November 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 10.00 a.m. on Wednesday 12 November 2008.

At the General Meeting, a special resolution will also be proposed to adopt new articles of association of the Company (the "New Articles") in order to update the Company's current articles of association primarily to take account of changes in English company law brought about by the Companies Act 2006. The principal changes introduced in the New Articles are summarised in the Circular.

Copies of the Company's existing articles of association and the proposed New Articles will be available for inspection at the registered office of the Company, 86 Bondway, London, SW8 1SF from the date of this announcement.

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 is also available 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 7766NCB Corporate Finance LimitedJonathan Gray or Emma BrewerTel 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.