Offer Update

CLS Holdings PLC
26 September 2000

                             
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
                           JAPAN
                             
 CLS Holdings plc ('CLS') - recommended merger offer (the
   'Merger Offer') for Citadel Holdings plc ('Citadel')
                             
    Acceptance level update and closure of Merger Offer


The board of CLS announces that the Merger Offer closed at
3.00 p.m. on 25 September 2000.

As  at  3.00 p.m. on 25 September 2000, CLS owns  and  has
received  acceptances of the Merger Offer  in  respect  of
33,111,051 Citadel Shares, representing 98.8 per  cent  of
the issued share capital of Citadel.

As  at  3.00  p.m. on 25 September 2000, CLS had  received
valid  acceptances of the Merger Offer  in  respect  of  a
total of 27,283,741 Citadel Shares, representing 81.4  per
cent.  of  the  issued  share capital  of  Citadel.   Such
acceptances  include  acceptances  received  by  CLS  from
Citadel Shareholders who gave irrevocable undertakings and
non-binding letters of intent to accept the Merger Offer.

CLS  has now received valid acceptances in respect of more
than  90  per  cent. of the Citadel Shares  to  which  the
Merger  Offer  relates and therefore intends to  implement
the  procedure under section 429 of the Companies Act 1985
to  acquire  compulsorily all of the  outstanding  Citadel
Shares  in respect of which it has not received acceptance
of the Merger Offer.

Prior  to  the offer period, CLS had received  irrevocable
undertakings  to  accept the Merger Offer  in  respect  of
7,201,130  Citadel Shares, representing 21.5 per  cent  of
the  issued  share capital of Citadel.   This  included  a
total  of  7,175,861 Citadel Shares owned by CLS Directors
and  their  connected  persons.  CLS Directors  and  their
connected  persons also held options over 230,000  Citadel
Shares.   At  the same date, CLS had received  non-binding
letters  of  intent  to accept the Merger  Offer,  in  the
absence   of   a  competing  offer,  from  other   Citadel
Shareholders in respect of 5,688,895 Citadel Shares  owned
or  controlled by them, representing 17.0 per cent. of the
issued share capital of Citadel.

In  addition, prior to the offer period CLS already  owned
5,827,310  Citadel Shares representing 17.4 per  cent.  of
Citadel's issued ordinary share capital.  CLS also has the
ability under the CLS Warrant to subscribe for a further 8
million Citadel Shares.  However, CLS has no intention  of
exercising the CLS Warrant.


Save as disclosed above, neither CLS nor any subsidiary of
CLS,  nor  any CLS Director, nor, so far as CLS is  aware,
any  person  acting in concert with CLS, owns or  controls
any  Citadel  Shares, securities convertible into  Citadel
Shares,  rights  to subscribe for Citadel Shares,  options
(including  traded options) in respect of  Citadel  Shares
and   derivatives  referenced  to  Citadel   Shares.    In
addition,  save as disclosed above, neither  CLS  nor  any
party  deemed  to be acting in concert with  CLS  for  the
purposes  of  the Merger Offer has acquired or  agreed  to
acquire any Citadel Shares (or rights over Citadel Shares)
since the commencement of the offer period.

Enquiries:

CLS Holdings plc                             
Keith Harris         Non-executive           020 7582 7766
                     Director, on behalf 
                     of the CLS Independent 
                     Directors
                                             
HSBC Investment Bank plc
Jonathan Gray                                020 7336 9983

The   CLS   Directors   accept  responsibility   for   the
information contained in this announcement.  To  the  best
of the knowledge and belief of the CLS Directors (who have
taken  all  reasonable care to ensure  that  such  is  the
case), the information contained in this announcement  for
which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import  of
that information.

Definitions contained in the offer document dated 3 August
2000 apply in this announcement.

HSBC Investment Bank plc, which is regulated in the United
Kingdom  by The Securities and Futures Authority  Limited,
is acting exclusively for CLS Holdings plc and no-one else
in  connection  with  the Merger Offer  and  will  not  be
responsible  to  anyone other than CLS  Holdings  plc  for
providing  the protections afforded to customers  of  HSBC
Investment Bank plc or for providing advice in relation to
the Merger Offer or any other matter referred to herein.