CLS Holdings Regulatory News (CLI)

26 Apr 2006 11:19

Immediate release: 26 April 2006NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND ORJAPAN CLS Holdings plc ('CLS' or 'the Company') Proposed purchase of 1 in every 42 Ordinary Shares of 25p each in the Company ('Ordinary Shares') at 640 pence per share by way of a tender offer ('the Tender Offer'). On 10 March 2006, the board of CLS announced in its preliminary results for the financial year ended 31 December 2005 that the Company intended to purchase 1 in every 42 Ordinary Shares by way of a tender offer at 600p per share. Since this announcement however, the Company's share price has risen significantly. The Board is therefore proposing to amend the Tender Offer such that 1 in every 42 shares are tendered for purchase at 640p 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 final dividend for the financial year ended 31 December 2005. If the maximum number of 1,905,474 Ordinary Shares under the Tender Offer is acquired, this will result in an amount of ‚£12,195,034 being paid by the Company to participating shareholders. This compares to an amount of ‚£11,432,844 which would have been paid under the original terms announced on 10 March 2006.The Tender Offer is open to all shareholders on the Company's register at 5.00 p.m. on 22 May 2006, who may participate by tendering all or a proportion of their holdings of Ordinary Shares at the above price. No Ordinary Shareswill be purchased in relation to the Tender Offer unless the relevant resolutions to be proposed at the annual general meeting of the Company to be held on 23 May 2006 ('the AGM') are 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 held as treasury shares.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 22 May 2006, the latest time and date for receipt of the tender forms. Forms of proxy for the AGM must be completed and returned so as to reach the Company's registrars by not later than 2.00 p.m. on 21 May 2006.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 1000Enquiries:CLS Holdings plcSten Mortstedt, Executive ChairmanSteven Board, Chief Operating OfficerTel No: (0)20 7582 7766NCB Corporate Finance LimitedJonathan GrayTel No: (0)20 7423 5200ENDCLS HOLDINGS PLC