Result of EGM and Tender Offer
November 14 2008 - 9:51AM
UK Regulatory
Immediate Release: Friday 14 November 2008
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
('CLS' or 'the Company')
Proposed purchase of 1 in every 25 Ordinary Shares of the Company at 425 pence
per share pursuant to a tender offer ('the Tender Offer'), adoption of New
Articles of Association
Result of General Meeting and Tender Offer
At the General Meeting of the Company held at 10:00 a.m. today, the resolutions
set out in the Tender Offer circular and notice of General Meeting dated 20
October 2008 were duly passed unanimously by a show of hands. The votes of
those lodged by proxy were as follows:
Resolution Votes for Votes Votes
against withheld
1 To authorise the Company to make one or 54,249,638 202,948 0
more market purchases of Ordinary
Shares pursuant to tender offers made
in relation to the Tender Offer
2 To adopt new Articles of Association in 52,924,342 1,058,212 470,033
substitution for the current Articles
of Association of the Company
Notes
1. The "for" vote includes those giving the Chairman discretion.
2. Votes "withheld" are not counted when deciding if a resolution is carried.
3. The total number of the Company's ordinary shares in issue, excluding shares
held in treasury, at the time of this announcement was 64,391,115.
The board of CLS is also pleased to confirm that the Company's recent Tender
Offer, as described in the circular to shareholders dated 20 October 2008, 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 0.01113740 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 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
Sarah Ghinn, Deputy Company Secretary +44 (0) 20 7582 7766
END
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