Tender Offer

CLS Holdings PLC
15 April 2004


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 2,437,890
   ordinary shares of 25p each in the Company ('Ordinary Shares') by way of a
                       tender offer ('the Tender Offer')

On 27 February 2004, the board of CLS announced in its preliminary results for
the year to 31 December 2003 that the Company intends to purchase 1 in every 36
Ordinary Shares by way of a tender offer at 360p 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 final
dividend for the year to 31 December 2003. If the maximum number of 2,437,890
Ordinary Shares under the Tender Offer is acquired, this will result in an
amount of £8,776,404 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 11 May 2004, 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 annual general meeting of the Company to be held on 12 May 2004
(the 'AGM') 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 5.00 p.m. on 11 May 2004,
the latest time and date for receipt of the tender forms. Forms of proxy for the
AGM must be completed and returned so as to reach the registrars by not later
than 10.00 a.m. on 11 May 2004.

Enquiries:

CLS Holdings plc
Sten Mortstedt         Executive Chairman                      020 7582 7766
Tom Thomson            Chief Executive and Vice Chairman       020 7582 7766

Williams de Broe Plc
Jonathan Gray                                                  020 7588 7511

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.

Williams de Broe 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
Williams de Broe Plc or for advising them in relation to such transactions.




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