Amendment to Tender Offer Terms
November 06 2006 - 5:48AM
UK Regulatory
6 November 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')
Amendment to Tender Offer Terms
Proposed purchase of 3 in every 43 Ordinary Shares of 25p each in the Company
('Ordinary Shares') at 740 pence per share by way of a tender offer ('the
Tender Offer')
On 18 October 2006, the board of CLS announced that the Company intended to
purchase 4 in every 53 Ordinary Shares by way of a tender offer at 680p per
share and posted the Tender Offer circular to shareholders with notice of an
Extraordinary General Meeting and accompanying tender form and proxy card.
Since that announcement however, the Company's share price has continued to
rise significantly. The middle market quotation for Friday 3 November 2006 as
derived from the Stock Exchange Daily Official List was 678p. As a result of
this and under the terms of the Tender Offer, the Board is proposing to amend
the Tender Offer again such that under the Tender Offer shareholders will be
entitled to sell 3 in every 43 shares held at 740p per share.
CLS is today posting a letter to shareholders in relation to the amendments to
the Tender Offer 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 5,445,349 Ordinary Shares under the
Tender Offer is acquired, this will result in an amount of �40,295,583 being
paid by the Company to participating shareholders. This compares to an amount
of �40,055,849 which would have been paid further to the announcement of 18
October 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 be cancelled.
Acceptances of the Tender Offer, which may only be made on the original tender
form, 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.
Those shareholders who have already accepted the Tender Offer do not need to do
anything as their entitlement will be recalculated under the amended terms.
Details of changes to shareholders' entitlements under the amended Tender Offer
terms and how this affects the tender form are set out in the letter being sent
to shareholders today.
Copies of the Tender Offer circular, tender form and proxy card have been
submitted to the UK Listing Authority, and are 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
Copies of the letter setting out the amended terms of the Tender Offer will be
submitted shortly.
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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