CLI Cls Holdings Plc

RNS Number:6197Q
Citadel Holdings PLC
8 September 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")
                             
    Acceptance level update and closure of Merger Offer

Further  to  the announcement on 31 August  declaring  the
Merger  Offer unconditional in all respects, CLS announces
that, as at 3.00 p.m. on 7 September 2000, it now owns and
has received acceptances of the Merger Offer in respect of
29,978,725 Citadel Shares, representing 89.4 per  cent  of
the  issued  share capital of Citadel.  The board  of  CLS
also  announces that the Merger Offer will close  at  3.00
p.m.  on 25 September 2000 and will not be extended beyond
this time and date.

As  at  3.00  p.m. on 7 September 2000, CLS  had  received
valid  acceptances of the Merger Offer  in  respect  of  a
total of 24,151,415 Citadel Shares, representing 72.1  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.  Consideration due in respect of  valid
acceptances will be despatched within 14 days  of  receipt
of such acceptances.

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.

As soon as it is possible to do so, CLS intends to procure
that  Citadel  applies to the London  Stock  Exchange  for
cancellation  of  Citadel's listing on  AIM,  and  convert
Citadel  from  a  public  company  to  a  private  limited
company.   Citadel Shareholders not accepting  the  Merger
Offer  will then hold a minority investment in  a  private
limited company which will not be quoted on any recognised
stock  exchange and therefore there will be no  market  in
Citadel's Shares.  Shareholders will only be able  to  buy
or   sell  Citadel  Shares  through  privately  negotiated
transactions.

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.   At  the same date, 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.

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.


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        020 7582 7766
                        Director, on behalf
                        of the CLS
                        Independent
                        Directors
                                             
Citadel Holdings plc                         
Gavin Kelly             Chairman of the      020 7578 7070
                        Citadel Independent
                        Directors
                                             
HSBC Investment Bank                      
plc
Jonathan Gray                                020 7336 9983
                                             
Teather & Greenwood                      
Limited
Russell Cook                                 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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