Tender Offer

CLS Holdings PLC
20 April 2001

For immediate release on 20 April 2001


 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 up to
 1,959,211 ordinary shares of 25p each in the Company ('Ordinary Shares') by
                  way of a tender offer (the 'Tender Offer')




On 28 February 2001, the board of CLS announced in its preliminary
announcement of results for the year ended 31 December 2000 that the Company
intends to purchase 1 in every 55 Ordinary Shares by way of a tender offer at
315p per share.


CLS is today posting a circular to shareholders in relation to the Tender
Offer on the same terms as those set out above. The Tender Offer is being made
in lieu of a dividend for the six month period ended 31 December 2000. If the
maximum number of 1,959,211 Ordinary Shares under the Tender Offer are
acquired, this will result in an amount of £6,171,514.65 being paid by the
Company to relevant shareholders.


The Tender Offer is open to all shareholders on the Company's register at the
close of business on 17 April 2001, 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 the annual general meeting of the
Company to be held on 16 May 2001 (the 'AGM') are passed. The Tender Offer
will be void if less than 0.1 per cent. of the issued ordinary share capital
of the Company in aggregate is tendered.


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 10.00 a.m. on 14 May 2001,
the latest time and date for receipt of the tender forms and forms of proxy
for the AGM.




Enquiries:

CLS Holdings plc
Sten Mortstedt           Executive Chairman              020 7582 7766
Glyn Hirsch              Chief Executive                 020 7582 7766



The CLS Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the CLS Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.