CLS Holdings Regulatory News (CLI)

16 Oct 2007 16:02

16 October 2007

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 2 in every 91 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 an Extraordinary General Meeting.

On 17 September 2007, the board of CLS announced in its Interim Report for the six month period ended 30 June 2007 that the Company intended to purchase 2 in every 91 Ordinary Shares by way of a tender offer at 600p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer on the terms set out above. The Tender Offer is being made in lieu of the interim dividend for the six month period ended 30 June 2007. If the maximum number of 1,548,395 Ordinary Shares under the Tender Offer is acquired, this will result in an amount of ‚£9,290,370 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 12 November 2007, 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 extraordinary general meeting of the Company to be held on 13 November 2007 ('the EGM') 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.

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 12 November 2007, the latest time and date for receipt of the tender forms. Forms of proxy for the EGM must be completed and returned so as to reach the Company's registrars by not later than 2.00 p.m. on Sunday 11 November 2007.

Copies of the Tender Offer 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 Tender Offer 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, Deputy Company Secretary.

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

NCB Corporate Finance Limited

Jonathan Gray

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.