Tender Offer

CLS Holdings PLC
25 October 2002


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 2,141,237
   ordinary shares of 25p each in the Company ('Ordinary Shares') by way of a
                       tender offer ('the Tender Offer')



On 12 September 2002, the board of CLS announced in its interim results for the
half year ended 30 June 2002 that the Company intends to purchase 1 in every 45
Ordinary Shares by way of a tender offer at 250p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer
on the terms set out above. The Tender Offer is being made in lieu of the
interim dividend for the half year ended 30 June 2002. If the maximum number of
2,141,237 Ordinary Shares under the Tender Offer is acquired, this will result
in an amount of £5,353,093 being paid by the Company to participating
shareholders.

The Tender Offer is open to all shareholders on the Company's register at 5.00
p.m. on 18 November 2002, 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 the relevant resolutions to
be proposed at the extraordinary general meeting of the Company to be held on 20
November 2002 (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 18 November
2002, 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       020 7582 7766
                             Executive

HSBC Investment Bank plc

Jonathan Gray                                                     020 7336 9000



The directors of CLS accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the directors of CLS
(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.

HSBC Investment Bank plc, which is regulated by The Financial Services
Authority, is acting for CLS and is not acting for anyone else and will not be
responsible to anyone other than CLS for providing protections afforded to
customers of HSBC Investment Bank plc or for advising them in relation to such
transactions.


                      This information is provided by RNS
            The company news service from the London Stock Exchange