Tender Offer

CLS Holdings PLC
19 April 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 2,481,660
   ordinary shares of 25p each in the Company ('Ordinary Shares') by way of a
                       tender offer ('the Tender Offer')



On 28 February 2002, the board of CLS announced in its preliminary results for
the year ended 31 December 2001 that the Company intends to purchase 1 in every
35 Ordinary Shares by way of a tender offer at 255p per share. Since this
announcement, however, the Company's share price has risen significantly from a
price of 212.5p per share on 27 February 2002, the day before announcement of
these terms. The board is therefore proposing to amend the Tender Offer such
that 1 in every 40 Ordinary Shares are tendered for purchase at 295p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer
on the amended terms set out above. The Tender Offer is being made in lieu of
the final dividend for the year ended 31 December 2001. If the maximum number of
2,481,660 Ordinary Shares under the Tender Offer is acquired, this will result
in an amount of £7,320,897 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 13 May 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 annual general meeting of the Company to be held on 14 May 2002
(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 10.00 a.m. on 13 May 2002,
the latest time and date for receipt of the tender forms and forms of proxy for
the AGM.



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


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.



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