CLI Cls Holdings Plc

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA,  
                       AUSTRALIA, SOUTH AFRICA AND JAPAN                       

                               CLS Holdings plc                                

                           ('CLS' or 'the Company')                            

        Proposed purchase of 1 in every 25 ordinary shares of 25p each         
      in the Company ("Ordinary Shares") at 425 pence per Ordinary Share       
                by way of a tender offer (the "Tender Offer"),                 
                  adoption of New Articles of Association and                  
                           Notice of General Meeting                           

On 29 August 2008, the board of CLS announced in its Interim Report for the six
month period ended 30 June 2008 that the Company intended to offer to purchase
1 in every 25 Ordinary Shares by way of a tender offer at 425p per Ordinary
Share.

CLS has today posted a circular (the "Circular") to shareholders in relation to
the Tender Offer on the terms set out above. The Tender Offer is being made in
lieu of an interim dividend for the six month period ended 30 June 2008. If the
maximum number of 2,575,644 Ordinary Shares under the Tender Offer is acquired,
this will result in an amount of �10,946,487 being paid by the Company to
participating shareholders.

The Tender Offer is open to all shareholders on the Company's register at 5.00
p.m. on 13 November 2008, 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
resolution to be proposed at the general meeting of the Company to be held on
14 November 2008 (the "General Meeting") is 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 by the Company under the Tender Offer will be 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
2008, the latest time and date for receipt of the tender forms. Forms of proxy
for the General Meeting must be completed and returned so as to reach the
Company's registrars by not later than 10.00 a.m. on Wednesday 12 November
2008.

At the General Meeting, a special resolution will also be proposed to adopt new
articles of association of the Company (the "New Articles") in order to update
the Company's current articles of association primarily to take account of
changes in English company law brought about by the Companies Act 2006. The
principal changes introduced in the New Articles are summarised in the
Circular.

Copies of the Company's existing articles of association and the proposed New
Articles will be available for inspection at the registered office of the
Company, 86 Bondway, London, SW8 1SF from the date of this announcement.

The 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

The Circular is also available on the CLS website, www.clsholdings.com, in the
Investor Relations section under Financial Reports or the documents may be
obtained from Sarah Ghinn.

Enquiries:

CLS Holdings plc
Sarah Ghinn
Tel No: (0)20 7582 7766

NCB Corporate Finance Limited
Jonathan Gray or Emma Brewer
Tel No: (0)20 7071 5200

NCB Corporate Finance Limited is advising CLS in relation to the Tender Offer
and no one else and will not be responsible to anyone other than CLS for
providing the protections afforded to the customers of NCB Corporate Finance
Limited nor for providing any advice in relation to the Tender Offer.

This announcement, which has been issued by the Company and is the sole
responsibility of the Company, has been approved only for the purposes of
Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom
by NCB Corporate Finance Limited, 51 Moorgate, London EC2R 6BH, a firm which is
authorised and regulated in the United Kingdom by the Financial Services
Authority.



END

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