Tender Offer

CLS Holdings PLC
26 October 2001



 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR
                                    JAPAN

   CLS Holdings plc ('CLS', or the 'Company') - Proposed purchase of up to
 1,715,023 ordinary shares of 25p each in the Company ('Ordinary Shares') by
                  way of a tender offer (the 'Tender Offer')



On 6 September 2001, the board of CLS announced in its interim results for the
six months ended 30 June 2001 that the Company intends to purchase 1 in every
60 Ordinary Shares by way of a tender offer at 285p per share.

CLS is today posting a circular to shareholders in relation to the Tender
Offer on the same terms as those set out above. The Tender Offer is being made
in lieu of a dividend for the six month period ended 30 June 2001. If the
maximum number of 1,715,023 Ordinary Shares under the Tender Offer are
acquired, this will result in an amount of £4,887,816 being paid by the
Company to relevant shareholders.

The Tender Offer is open to all shareholders on the Company's register at the
close of business on 19 October 2001, 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 all
the resolutions to be proposed at the extraordinary general meeting of the
Company to be held on 21 November 2001 (the 'EGM') are passed. The Tender
Offer will be void if less than 0.1 per cent. of the issued ordinary share
capital of the Company in aggregate is tendered.

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 10.00 a.m. on 19 November
2001, the latest time and date for receipt of the tender forms and forms of
proxy for the EGM.



Enquiries:

CLS Holdings plc

Sten Mortstedt      Executive Chairman                          020 7582 7766

Tom Thomson         Vice Chairman and Acting Chief Executive    020 7582 7766


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 such information.