19th Oct 2005 07:00
CLS Holdings PLC19 October 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN CLS Holdings plc ("CLS" or "the Company") Proposed purchase of 1 in every 60 Ordinary Shares of 25p each in the Company("Ordinary Shares") at 510 pence per share by way of a tender offer ("the Tender Offer") Proposed adoption of the CLS Holding plc 2005 Company Share Option Scheme and Notice of Extraordinary General Meeting On 23 September 2005, the board of CLS announced in its interim results for thesix month period ended 30 June 2005 that the Company intends to purchase 1 inevery 60 Ordinary Shares by way of a tender offer at 510p per share. CLS is today posting a circular to shareholders in relation to the Tender Offeron the terms set out above. The Tender Offer is being made in lieu of theinterim dividend for the six month period ended 30 June 2005. If the maximumnumber of 1,356,909 Ordinary Shares under the Tender Offer is acquired, thiswill result in an amount of £6,920,236 being paid by the Company toparticipating shareholders. The Tender Offer is open to all shareholders on the Company's register at 5.00p.m. on 14 November 2005, who may participate by tendering all or a proportionof their holdings of Ordinary Shares at the above price. No Ordinary Shares willbe purchased in relation to the Tender Offer unless the relevant resolutions tobe proposed at the extraordinary general meeting of the Company to be held on 15November 2005 ("the EGM") are passed. The Tender Offer will be void if less than0.1 per cent. of the issued ordinary share capital of the Company (excludingtreasury shares) in aggregate is tendered. Acceptances of the Tender Offer, which may only be made on the tender formaccompanying the circular to shareholders, should be returned as soon aspossible and, in any event, so as to be received by 5.00 p.m. on 14 November2005, the latest time and date for receipt of the tender forms. Forms of proxyfor the EGM must be completed and returned so as to reach the Company'sregistrars by not later than 2.00 p.m. on 14 November 2005. Adoption of the CLS Holdings plc 2005 Company Share Option Plan On this occasion the Company is also seeking shareholder approval for a newCompany share option plan ("the CLS Holdings plc 2005 Company Share Option Plan"or "CSOP"), to replace the Company's Inland Revenue Approved 1994 executiveshare option scheme ("the 1994 Scheme"), which ceased to apply for the issue ofnew options in 2004. The Remuneration Committee of the Board believes that it isappropriate at this time to adopt a new Company share option plan to provide astrong incentive for employees that can be linked to challenging performanceconditions on behalf of the Company. The CSOP is similar to the 1994 Scheme and,should Shareholder approval be obtained, it will be submitted to the InlandRevenue for approval under the provisions of the Income Tax (Earnings andPensions) Act 2003. A summary of the principal features of the CSOP is set outin the Tender Offer circular. Copies of the Tender Offer circular, tender form and proxy card will besubmitted to the UK Listing Authority, and will shortly be available forinspection at the UK Listing Authority's Document Viewing Facility, which issituated at: Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSTel No: (0)20 7066 1000 Enquiries: CLS Holdings plcSten Mortstedt Executive Chairman 020 7582 7766Tom Thomson Chief Executive and Vice Chairman 020 7582 7766 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CLS Holdings