22nd May 2007 16:25
For Immediate Release: 22 May 2007
Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, South Africa or Japan
CLS Holdings plc ("the Company" or "CLS") Directorate Change Change of Auditors Result of AGM and Tender Offer Directorate change
The Board of CLS Holdings plc is pleased to announce the appointment of Mr Malcolm Cooper as a non-executive director. Malcolm is Group Tax & Treasury Director of National Grid plc and is President of the Association of Corporate Treasurers.
Mr Keith Harris has retired as a non-executive director after 13 years of distinguished service since the flotation of the Group in 1994. Keith also made a valuable contribution as a member of both the Remuneration Committee and of the Audit Committee, of which he was Chairman. Additionally he was the Senior Independent Director and we are pleased to announce that James Dean has agreed to take up that role.
The Board would like to thank Keith for all he has done for CLS and wish him well in the future.
Change of Auditors
The Board of CLS Holdings plc announces that it has appointed Deloitte & Touche LLP ("Deloitte") as auditors to the Company. PricewaterhouseCoopers LLP have resigned as auditors and have confirmed to the Company that there are no circumstances connected with their resignation which they consider should be brought to the attention of shareholders or creditors of the Company in accordance with the Companies Act 1985. Accordingly, Deloitte will conduct the audit of the Company's accounts for the financial year ending 31 December 2007.
The Board would like to take the opportunity to thank PwC for their many years of valuable assistance.
Result of AGM
At the Annual General Meeting of the Company held at 2.00pm today, all the resolutions set out in the Tender Offer document and notice of AGM dated 24 April 2007 were duly passed unanimously by a show of hands except that, further to the above two changes, Resolution 4, the re-election of Keith Harris as a Director, and Resolution 7, the re-appointment of PricewaterhouseCoopers LLP as auditors, were both withdrawn from the meeting. The votes of those lodged by proxy were as follows:
Resolution For* Against Votes Withheld **
Receive and adopt the Annual Report & 54,228,366 98,245 760,679 Accounts
Approve the Directors' Remuneration 52,118,372 2,924,838 44,080 Report
Re-elect Sten Mortstedt as a Director 21,814,665 757,679 32,514,946 Re-elect Thomas Lundqvist as a 46,266,293 4,709,758 4,111,239Director Re-elect Bengt MĦrtstedt as a 43,143,628 4,090,747 7,852,915Director Authorise the directors to determine 55,065,671 21,619 0the auditors' remuneration Authorise the directors to allot 55,083,665 3,125 500relevant securities
Approve the purchase of Ordinary 55,065,831 890 20,569 Shares from a director pursuant to
the Tender Offer Authorise the directors to offer a 55,085,834 850 606scrip dividend option
Authorise the directors to make non 55,081,147 4,003 2,140 pre-emptive share allotments
Authorise the directors to make 55,063,518 23,772 0market purchases of shares
Authorise the directors to make 54,847,348 119,442 120,500 market purchases of shares pursuant
to tender offers
* Includes those votes giving the Chairman discretion.
** These votes are not counted towards the votes cast at the Annual General Meeting.
Result of Tender Offer
The board of CLS is also pleased to confirm that the Company's recent Tender Offer, as described in the Tender Offer document dated 24 April 2007, is now closed, having received acceptance for the Tender Offer in full by its shareholders. Tenders for up to and including the pro rata entitlement will be met in full. Tenders received for excess Ordinary Shares will be subject to scale back at the rate of 0.02907274 Ordinary Shares for each excess Ordinary Share tendered over and above the pro rata entitlement, rounded down to the nearest whole share. The Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled.
A copy of the resolutions passed under special business at the Annual General Meeting will be submitted to the UK Listing Authority and will shortly be available for inspection at:
Document Viewing FacilityFinancial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS
Telephone: +44 (0) 20 7066 1000
Enquiries:
CLS Holdings plc
Sten Mortstedt, Executive Chairman +44 (0) 20 7582 7766
Steven Board, Chief Operating Officer +44 (0) 20 7582 7766
Hansard Group
Ben Simons / Adam Reynolds +44 (0) 20 7245 1100
CLS HOLDINGS PLCRelated Shares:
CLS Holdings