Tender Offer

CLS Holdings PLC
19 October 2005



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 1 in every 60 Ordinary Shares of 25p each in the Company
('Ordinary Shares') at 510 pence per share by way of a tender offer ('the Tender
                                    Offer')
   Proposed adoption of the CLS Holding plc 2005 Company Share Option Scheme
                                      and
                    Notice of Extraordinary General Meeting

On 23 September 2005, the board of CLS announced in its interim results for the
six month period ended 30 June 2005 that the Company intends to purchase 1 in
every 60 Ordinary Shares by way of a tender offer at 510p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer
on the terms set out above. The Tender Offer is being made in lieu of the
interim dividend for the six month period ended 30 June 2005. If the maximum
number of 1,356,909 Ordinary Shares under the Tender Offer is acquired, this
will result in an amount of £6,920,236 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 14 November 2005, 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 extraordinary general meeting of the Company to be held on 15
November 2005 ('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.

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 14 November
2005, the latest time and date for receipt of the tender forms. Forms of proxy
for the EGM must be completed and returned so as to reach the Company's
registrars by not later than 2.00 p.m. on 14 November 2005.

Adoption of the CLS Holdings plc 2005 Company Share Option Plan

On this occasion the Company is also seeking shareholder approval for a new
Company share option plan ('the CLS Holdings plc 2005 Company Share Option Plan'
or 'CSOP'), to replace the Company's Inland Revenue Approved 1994 executive
share option scheme ('the 1994 Scheme'), which ceased to apply for the issue of
new options in 2004. The Remuneration Committee of the Board believes that it is
appropriate at this time to adopt a new Company share option plan to provide a
strong incentive for employees that can be linked to challenging performance
conditions on behalf of the Company. The CSOP is similar to the 1994 Scheme and,
should Shareholder approval be obtained, it will be submitted to the Inland
Revenue for approval under the provisions of the Income Tax (Earnings and
Pensions) Act 2003. A summary of the principal features of the CSOP is set out
in the Tender Offer circular.

Copies of the Tender Offer 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

Enquiries:

CLS Holdings plc
Sten Mortstedt     Executive Chairman                         020 7582 7766
Tom Thomson        Chief Executive and Vice Chairman          020 7582 7766




                      This information is provided by RNS
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