18th Oct 2006 15:22
18 October 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 4 in every 53 Ordinary Shares of 25p each in the Company ('Ordinary Shares') at 680 pence per share by way of a tender offer ('the Tender Offer') and Notice of an Extraordinary General Meeting. On 8 September 2006, the board of CLS announced in its interim results for thesix month period ended 30 June 2006 that the Company intended to purchase 2 inevery 25 Ordinary Shares by way of a tender offer at 640p per share. Since thatannouncement, however, the Company's share price has risen significantly. TheBoard is therefore proposing to amend the Tender Offer such that 4 in every 53shares are tendered for purchase at 680p 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 2006 and includes aspecial distribution as a result of the significant increase in cash reservesand profit generated from the sale of Solna Business Park which completed on 21August 2006. If the maximum number of 5,890,566 Ordinary Shares under theTender Offer is acquired, this will result in an amount of ‚£40,055,849 beingpaid by the Company to participating shareholders. This compares to an amountof ‚£39,879,680 which would have been paid further to the announcement of 8September 2006.The Tender Offer is open to all shareholders on the Company's register at 5.00p.m. on 13 November 2006, who may participate by tendering all or a proportionof their holdings of Ordinary Shares at the above price. No Ordinary Shareswill be purchased in relation to the Tender Offer unless the relevantresolutions to be proposed at an extraordinary general meeting of the Companyto be held on 14 November 2006 ('the EGM') are passed. The Tender Offer will bevoid if less than 0.1 per cent. of the issued ordinary share capital of theCompany (excluding treasury shares) in aggregate is tendered. The OrdinaryShares purchased under the Tender Offer will cancelled.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 13 November2006, 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 12 November 2006.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 1000Enquiries:CLS Holdings plcSten Mortstedt, Executive ChairmanSteven Board, Chief Operating OfficerTel No: (0)20 7582 7766NCB Corporate Finance LimitedJonathan GrayTel No: (0)20 7071 5200ENDCLS HOLDINGS PLCRelated Shares:
CLS Holdings