CLI Cls Holdings Plc

    18 October 2006

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 4 in every 53 Ordinary Shares of 25p each in the Company 
   ('Ordinary Shares') at 680 pence per share by way of a tender offer ('the   
                                Tender Offer')                                 

                                      and                                      

                  Notice of an Extraordinary General Meeting.                  

On 8 September 2006, the board of CLS announced in its interim results for the
six month period ended 30 June 2006 that the Company intended to purchase 2 in
every 25 Ordinary Shares by way of a tender offer at 640p per share. Since that
announcement, however, the Company's share price has risen significantly. The
Board is therefore proposing to amend the Tender Offer such that 4 in every 53
shares are tendered for purchase at 680p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer
on the terms set out above. The Tender Offer is being made in lieu of the
interim dividend for the six month period ended 30 June 2006 and includes a
special distribution as a result of the significant increase in cash reserves
and profit generated from the sale of Solna Business Park which completed on 21
August 2006. If the maximum number of 5,890,566 Ordinary Shares under the
Tender Offer is acquired, this will result in an amount of �40,055,849 being
paid by the Company to participating shareholders. This compares to an amount
of �39,879,680 which would have been paid further to the announcement of 8
September 2006.

The Tender Offer is open to all shareholders on the Company's register at 5.00
p.m. on 13 November 2006, 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 an extraordinary general meeting of the Company
to be held on 14 November 2006 ('the EGM') are 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 cancelled.

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 5.00 p.m. on 13 November
2006, the latest time and date for receipt of the tender forms. Forms of proxy
for the EGM must be completed and returned so as to reach the Company's
registrars by not later than 2.00 p.m. on 12 November 2006.

Copies of the Tender Offer circular, tender form and proxy card will be
submitted to the UK Listing Authority, and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel No: (0)20 7066 1000

Enquiries:

CLS Holdings plc

Sten Mortstedt, Executive Chairman

Steven Board, Chief Operating Officer

Tel No: (0)20 7582 7766

NCB Corporate Finance Limited

Jonathan Gray

Tel No: (0)20 7071 5200



END

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