CLS Holdings Regulatory News (CLI)

23 Mar 2010 07:01

23 March 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO ANY

JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS

OF SUCH JURISDICTION CLS Holdings plc ("CLS" or the "Company") Proposed purchase of 1 in every 48 Ordinary Shares of 25p each in the Company ("Ordinary Shares") at 600 pence per share by way of a tender offer (the "Tender Offer") and Notice of General Meeting

On 11 March 2010, the Board of CLS announced in its Annual Report for the year ended 31 December 2009 that the Company intended to purchase 1 in every 42 Ordinary Shares by way of a tender offer at 525p per share. Since then, the Company's average share price has risen such that the Board has determined to amend the ratio and price to 1 in every 48 Ordinary Shares at 600p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer on the terms set out above. If the maximum number of 1,004,817 Ordinary Shares under the Tender Offer is acquired, this will result in an amount just exceeding £6 million being paid by the Company to participating shareholders.

The Tender Offer is open to all shareholders on the Company's register at 5.00pm on 7 April 2010, 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 8 April 2010 (the 'GM') 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 under the Tender Offer will be cancelled.

Copies of the Tender Offer circular, tender form and form of proxy 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

Full details of the Tender Offer are contained in circular which will shortly be available on the CLS website along with the form of proxy at www.clsholdings.com, in the Investor Relations section under Financial Reports. Copies of the documents may also be obtained from the Company Secretary.

Enquiries:CLS Holdings plcDavid FullerTel No: +44 (0)20 7582 7766Kinmont LimitedJonathan GrayTel No: +44 (0)20 7087 9100

Kinmont 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 Kinmont 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 Kinmont Limited, 5 Clifford Street, London W1S 2LG, a firm which is authorised and regulated in the United Kingdom by the Financial Services Authority.