Further re. Tender Offer

CLS Holdings PLC
07 May 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')

The Board of CLS Holdings plc ('CLS' or 'the Company') announced on 27 February
2004 that the Company intended to purchase 1 in every 36 Ordinary Shares by way
of a tender offer at 360p per share ('the Tender Offer') and posted a circular
to CLS shareholders setting out details of the Tender Offer on 15 April 2004
('the Circular'). Since this announcement and the posting of the Circular,
however, the Company's share price has risen significantly from a price of
309.0p on 14 April 2004, the day before posting of the Circular. This price rise
has, in our opinion, rendered the price per share of 360p under the Tender Offer
less attractive to CLS shareholders.

Amended terms of the Tender Offer

In light of this, the Board of CLS is writing to CLS shareholders today to
inform them that pursuant to the terms of the Tender Offer CLS is proposing to
amend the terms of the Tender Offer as described in the Circular to make it more
attractive such that 1 in every 36 Ordinary Shares are to be purchased at a new
price of 380p per share. The maximum number of shares to be purchased under the
Tender Offer remains 2,437,890 Ordinary Shares (representing approximately 2.78
per cent. of the current issued ordinary share capital of the Company). If the
maximum number of shares under the Tender Offer is acquired this will now result
in an amount of £9,263,982 being paid by the Company to participating CLS
shareholders. This compares to an amount of £8,776,404 which would have been
paid under the terms described in the Circular.

The Tender Offer remains 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, 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, Computershare Investor
Services PLC, 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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