Last checked at 24 Apr 2007 15:38
24 April 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 1 in every 41 Ordinary Shares of 25p each in the Company ('Ordinary Shares') at 750 pence per share by way of a tender offer ('the Tender Offer').
On 8 March 2007, the board of CLS announced in its preliminary results for the financial year ended 31 December 2006 that the Company intended to purchase 1 in every 41 Ordinary Shares by way of a tender offer at 750p 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 2006. If the maximum number of 1,770,565 Ordinary Shares under the Tender Offer is acquired, this will result in an amount of ‚£13,279,238 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 21 May 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 resolutions to be proposed at the annual general meeting of the Company to be held on 22 May 2007 ('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 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 21 May 2007, 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 Sunday 20 May 2007.
The Annual Report & Accounts for the year ended 31 December 2006 is also being posted to shareholders today.
Copies of the Annual Report & Accounts 2006, 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 Authority
25 The North ColonnadeCanary WharfLondon E14 5HSTel No: (0)20 7066 1000Enquiries: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.
CLS HOLDINGS PLC