Publication and posting of Tender Offer Circular

RNS Number : 2483D

CLS Holdings PLC

18 March 2011

 



18 March 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CLS Holdings plc

("CLS" or the "Company")

Proposed purchase of 1 in every 47 Ordinary Shares of 25p each

in the Company ("Ordinary Shares") at 725 pence per share

by way of a tender offer (the "Tender Offer")

On 7 March 2011, the Board of CLS announced in its audited results for the year ended 31 December 2010 its intention to purchase 1 in every 46 Ordinary Shares by way of a tender offer at 700 pence per share. Since then, the Company's average share price has risen such that the Board has determined to amend the ratio and price to 1 in every 47 Ordinary Shares at 725 pence per share.

Today CLS has posted a circular to shareholders in relation to the Tender Offer on the terms set out above. If the maximum number of 991,239 Ordinary Shares is acquired under the Tender Offer, this will result in approximately £7.2 million being paid by the Company to participating shareholders.

The Tender Offer is open to all eligible shareholders on the Company's register at 5.00pm on 15 April 2011, 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 resolution to be proposed at the Annual General meeting of the Company to be held on 18 April 2011 (the 'AGM') is passed. The Tender Offer will be void if less than 0.1 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) in aggregate is tendered. The Ordinary Shares purchased under the Tender Offer will be cancelled.

Copies of the Tender Offer circular and Tender Form have been submitted to the UK Listing Authority's National Storage Mechanism and will shortly be available at www.hemscott.com/nsm.do.

Full details of the Tender Offer are contained in circular which will shortly be available on the CLS website at www.clsholdings.com, in the Investor Relations section under Financial Reports and Shareholder Documents.  Copies of the documents may also be obtained from the Company Secretary.

Enquiries:

David Fuller

Company Secretary

CLS Holdings plc 

[phone]

Kinmont Limited

Jonathan Gray

[phone]

Kinmont Limited is advising CLS in relation to the Tender Offer and no one else and will not be responsible to anyone other than CLS for providing the protections afforded to the customers of Kinmont Limited nor for providing any advice in relation to the Tender Offer.

This announcement, which has been issued by the Company and is the sole responsibility of the Company, has been approved only for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom by Kinmont Limited, 5 Clifford Street, London W1S 2LG, a firm which is authorised and regulated in the United Kingdom by the Financial Services Authority.

 

END

 

 

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