Directorate/Auditor Change, Result of AGM & Tender Offer
May 22 2007 - 12:34PM
UK Regulatory
For Immediate Release: 22 May 2007
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, South Africa or Japan
CLS Holdings plc
("the Company" or "CLS")
Directorate Change
Change of Auditors
Result of AGM and Tender Offer
Directorate change
The Board of CLS Holdings plc is pleased to announce the appointment of Mr
Malcolm Cooper as a non-executive director. Malcolm is Group Tax & Treasury
Director of National Grid plc and is President of the Association of Corporate
Treasurers.
Mr Keith Harris has retired as a non-executive director after 13 years of
distinguished service since the flotation of the Group in 1994. Keith also made
a valuable contribution as a member of both the Remuneration Committee and of
the Audit Committee, of which he was Chairman. Additionally he was the Senior
Independent Director and we are pleased to announce that James Dean has agreed
to take up that role.
The Board would like to thank Keith for all he has done for CLS and wish him
well in the future.
Change of Auditors
The Board of CLS Holdings plc announces that it has appointed Deloitte & Touche
LLP ("Deloitte") as auditors to the Company. PricewaterhouseCoopers LLP have
resigned as auditors and have confirmed to the Company that there are no
circumstances connected with their resignation which they consider should be
brought to the attention of shareholders or creditors of the Company in
accordance with the Companies Act 1985. Accordingly, Deloitte will conduct the
audit of the Company's accounts for the financial year ending 31 December 2007.
The Board would like to take the opportunity to thank PwC for their many years
of valuable assistance.
Result of AGM
At the Annual General Meeting of the Company held at 2.00pm today, all the
resolutions set out in the Tender Offer document and notice of AGM dated 24
April 2007 were duly passed unanimously by a show of hands except that, further
to the above two changes, Resolution 4, the re-election of Keith Harris as a
Director, and Resolution 7, the re-appointment of PricewaterhouseCoopers LLP as
auditors, were both withdrawn from the meeting. The votes of those lodged by
proxy were as follows:
Resolution For* Against Votes Withheld
**
Receive and adopt the Annual Report & 54,228,366 98,245 760,679
Accounts
Approve the Directors' Remuneration 52,118,372 2,924,838 44,080
Report
Re-elect Sten Mortstedt as a Director 21,814,665 757,679 32,514,946
Re-elect Thomas Lundqvist as a 46,266,293 4,709,758 4,111,239
Director
Re-elect Bengt M�rtstedt as a 43,143,628 4,090,747 7,852,915
Director
Authorise the directors to determine 55,065,671 21,619 0
the auditors' remuneration
Authorise the directors to allot 55,083,665 3,125 500
relevant securities
Approve the purchase of Ordinary 55,065,831 890 20,569
Shares from a director pursuant to
the Tender Offer
Authorise the directors to offer a 55,085,834 850 606
scrip dividend option
Authorise the directors to make non 55,081,147 4,003 2,140
pre-emptive share allotments
Authorise the directors to make 55,063,518 23,772 0
market purchases of shares
Authorise the directors to make 54,847,348 119,442 120,500
market purchases of shares pursuant
to tender offers
* Includes those votes giving the Chairman discretion.
** These votes are not counted towards the votes cast at the Annual General
Meeting.
Result of Tender Offer
The board of CLS is also pleased to confirm that the Company's recent Tender
Offer, as described in the Tender Offer document dated 24 April 2007, is now
closed, having received acceptance for the Tender Offer in full by its
shareholders. Tenders for up to and including the pro rata entitlement will be
met in full. Tenders received for excess Ordinary Shares will be subject to
scale back at the rate of 0.02907274 Ordinary Shares for each excess Ordinary
Share tendered over and above the pro rata entitlement, rounded down to the
nearest whole share. The Ordinary Shares purchased by the Company pursuant to
the Tender Offer will be cancelled.
A copy of the resolutions passed under special business at the Annual General
Meeting will be submitted to the UK Listing Authority and will shortly be
available for inspection at:
Document Viewing Facility
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone: +44 (0) 20 7066 1000
Enquiries:
CLS Holdings plc
Sten Mortstedt, Executive Chairman +44 (0) 20 7582 7766
Steven Board, Chief Operating Officer +44 (0) 20 7582 7766
Hansard Group
Ben Simons / Adam Reynolds +44 (0) 20 7245 1100
END
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