CLI Cls Holdings Plc

RNS Number:9614P
Citadel Holdings PLC
25 August 2000

                                                                                
     
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
                           JAPAN
                             
 CLS Holdings plc ("CLS") - recommended merger offer                          
(the "Merger Offer") for Citadel Holdings plc ("Citadel")                     
 Merger Offer declared unconditional as to acceptances                        



As  at 3.00 p.m. on 24 August 2000, CLS had received valid
acceptances of the Merger Offer in respect of a  total  of
23,364,142 Citadel Shares, representing 69.7 per cent.  of
the  issued  share  capital of Citadel.  Such  acceptances
include   acceptances  received  by   CLS   from   Citadel
Shareholders  who have given irrevocable undertakings  and
non-binding letters of intent to accept the Merger Offer.

Accordingly, CLS owns and has now received acceptances  of
the  Merger Offer in respect of 29,191,452 Citadel Shares,
representing 87.1 per cent of the issued share capital  of
Citadel.    The  Merger  Offer  is,  therefore,   declared
unconditional as to acceptances and will remain open until
further notice and, in any event, at least until 3.00 p.m.
on  7 September 2000.  The procedure for acceptance of the
Merger Offer is set out in the offer document and form  of
acceptance which were posted to Citadel Shareholders on  3
August 2000.  Citadel Shareholders who wish to accept  the
Merger Offer and have not yet done so should return  their
completed form of acceptance as soon as possible.

Prior  to  the offer period, CLS had received  irrevocable
undertakings  to  accept the Merger Offer  in  respect  of
7,201,130  Citadel Shares, representing 21.5 per  cent  of
the  issued  share capital of Citadel.   This  included  a
total  of  7,175,861 Citadel Shares owned by CLS Directors
and  their  connected  persons.  CLS Directors  and  their
connected  persons also held options over 230,000  Citadel
Shares.

Prior  to  the offer period, CLS had received  non-binding
letters  of  intent  to accept the Merger  Offer,  in  the
absence   of   a  competing  offer,  from  other   Citadel
Shareholders in respect of 5,688,895 Citadel Shares  owned
or  controlled by them, representing 17.0 per cent. of the
issued   share   capital  of  Citadel.   Another   Citadel
Shareholder gave a non-binding letter of intent to  accept
the Merger Offer prior to the announcement on 20 July 2000
in respect of 2,794,856 Citadel Shares owned or controlled
by  them,  representing 8.3 per cent. of the issued  share
capital  of Citadel.  On 3 August 2000, the date on  which
the  offer  document  was posted,  the  Directors  of  CLS
understood  that  this letter had been  withdrawn  as  the
Citadel  Shareholder  concerned  was,  following  internal
discussions, unwilling to make a statement of  support  in
respect of the Merger Offer.

In  addition, prior to the offer period CLS already  owned
5,827,310  Citadel Shares representing 17.4 per  cent.  of
Citadel's issued ordinary share capital.  CLS also has the
ability under the CLS Warrant to subscribe for a further 8
million  Citadel  Shares.  However, CLS currently  has  no
intention of exercising the CLS Warrant.

Detailed  proposals will be made shortly to Citadel  share
optionholders.

Save as disclosed above, neither CLS nor any subsidiary of
CLS,  nor  any CLS Director, nor, so far as CLS is  aware,
any  person  acting in concert with CLS, owns or  controls
any  Citadel  Shares, securities convertible into  Citadel
Shares,  rights  to subscribe for Citadel Shares,  options
(including  traded options) in respect of  Citadel  Shares
and   derivatives  referenced  to  Citadel   Shares.    In
addition,  save as disclosed above, neither  CLS  nor  any
party  deemed  to be acting in concert with  CLS  for  the
purposes  of  the Merger Offer has acquired or  agreed  to
acquire any Citadel Shares (or rights over Citadel Shares)
since the commencement of the offer period.



Enquiries:

CLS Holdings plc                             
Keith Harris            Non-executive Director,        020 7582 7766
                        on behalf of the CLS
                        Independent Directors
                                             
Citadel Holdings plc                         
Gavin Kelly             Chairman of the Citadel        020 7578 7070
                        Independent Directors
                                             
HSBC Investment Bank plc
Jonathan Gray                                          020 7336 9983
                                             
Teather & Greenwood Limited
Richard Thompson                                       020 7426 9000
                                             
                                             

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

Definitions contained in the offer document dated 3 August
2000 apply in this announcement.

HSBC Investment Bank plc, which is regulated in the United
Kingdom  by The Securities and Futures Authority  Limited,
is acting exclusively for CLS Holdings plc and no-one else
in  connection  with  the Merger Offer  and  will  not  be
responsible  to  anyone other than CLS  Holdings  plc  for
providing  the protections afforded to customers  of  HSBC
Investment Bank plc or for providing advice in relation to
the Merger Offer or any other matter referred to herein.

Teather  &  Greenwood Limited, which is regulated  in  the
United  Kingdom  by  The Securities and Futures  Authority
Limited,  is acting exclusively for Citadel Holdings  plc,
acting through the Citadel Independent Directors, and  for
no-one  else in connection with the Merger Offer and  will
not  be  responsible to anyone other than Citadel Holdings
plc, acting through the Citadel Independent Directors, for
providing the protections afforded to customers of Teather
& Greenwood Limited or for providing advice in relation to
the Merger Offer or any other matter referred to herein.

The   Merger   Offer  is  not  being  made,  directly   or
indirectly,  in  or  into  the United  States,  Australia,
Canada or Japan.  Accordingly, copies of this announcement
are  not  being, and must not be, distributed or sent  in,
into or from the United States, Canada, Australia or Japan
(whether  by  means  of  the  mail  or  by  any  means  or
instrumentality   of  interstate  or  foreign   commerce),
including, without limitation, to any Citadel Shareholders
or  participants in the Citadel Share Option  Scheme  with
registered   addresses  in  the  United  States,   Canada,
Australia  or  Japan or to persons whom CLS  knows  to  be
trustees,  nominees or custodians holding  Citadel  Shares
for such persons.

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