CLI Cls Holdings Plc

RNS Number:1646Q
Citadel Holdings PLC
31 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") approves recommended merger offer
 (the "Merger Offer") for Citadel Holdings plc ("Citadel")
                             

The  board  of  CLS  announces that at  the  Extraordinary
General Meeting held on 30 August 2000 the resolutions  to
approve the Merger Offer for Citadel were duly passed.

All  the  remaining  conditions (save for  the  conditions
relating to admission to listing of the New CLS Shares  on
the   Official  List  of  the  UK  Listing  Authority  and
admission  to trading on the London Stock Exchange's  main
market  for listed securities (which is expected to  occur
today)) have been, and remain, satisfied or waived.

Accordingly,   subject   to   such   admissions   becoming
effective,  the  board of CLS declares  the  Merger  Offer
wholly unconditional in all respects.

Settlement   of   the  consideration  to   which   Citadel
shareholders are entitled in respect of valid  acceptances
received by 3.00 p.m. on 30 August 2000, will be  made  by
13  September  2000  (being 14 days following  the  Merger
Offer  being  declared  unconditional  in  all  respects).
Details  of the settlement procedures are set out  in  the
offer  document  dated 3 August 2000.  For  those  Citadel
shareholders  who  have still to accept the  Merger  Offer
settlement  will be made within 14 days  of  the  date  of
receipt of valid acceptances.

The  Merger  Offer will remain open until further  notice.
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.

Enquiries:

CLS Holdings plc                             
Keith Harris            Non-executive        020 7582 7766
                        Director, on behalf
                        of the CLS
                        Independent
                        Directors
                                             
                                             
HSBC   Investment  Bank plc
Jonathan Gray                                020 7336 9983
                                             

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.

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.

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.

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