Share offer and dividend

Artemis Alpha Trust PLC
17 November 2003

ARTEMIS ALPHA TRUST PLC (the 'Company')

17 NOVEMBER 2003

PLACING AND OPEN OFFER OF NEW ORDINARY SHARES



Artemis Alpha Trust plc is despatching a prospectus to holders of ordinary
shares and manager warrants today in connection with a placing and open offer
(the 'Issue') of new ordinary shares in the Company.

The Company is a UK investment trust, traded on the London Stock Exchange with
an investment objective of achieving above average rates of total return over
the longer term and to achieve a growing dividend stream. Artemis Investment
Management Limited ('Artemis' or the 'manager') manages the Company which has
ordinary shares and manager warrants in issue.

Under the management of Artemis, the net asset value of 72.68p per Share as at
31 May 2003 has increased to a net asset value of 103.93p per Share (having
taken into account the dilution of the Manager Warrants) as at 12 November 2003,
the latest practicable date before publishing the prospectus.

As at 12 November 2003 the Company had net assets of approximately £14.0 million
and its ordinary shares traded at a premium of 5.4 per cent to diluted net asset
value.

The Issue

£19.0 million of new ordinary shares have been conditionally placed of which
approximately 10 per cent are subject to recall to satisfy valid applications
made by qualifying investors (consisting of ordinary shareholders and holders of
manager warrants on the register as at 12 November 2003) under the open offer.
Open offer shares are being offered on the basis of £1.20 of new ordinary shares
for every 10 existing ordinary shares or manager warrants held. Neither the
placing nor the open offer are being underwritten.

The Company is not issuing any new manager warrants as part of the Issue.

The issue price of the new ordinary shares will be calculated on the calculation
date (expected to be 5 December 2003) and will represent a 2.5 per cent premium
to the net asset value of the Company, having adjusted the net asset value for
inter alia accrued income and expenses (subject to a minimum issue price of 90
per cent of the then closing mid market price of an ordinary share). The premium
is principally to cover the expenses of the Issue but the excess of the premium
over the costs of the issue will result in a modest net asset value uplift for
existing ordinary shareholders following the Issue.

The new ordinary shares will not rank for any of the dividends payable by the
Company for the financial year ending 30 April 2004. It is expected that
aggregate dividends of 2p will be paid on each existing ordinary share (1p
interim and 1p second interim) in respect of the financial year ending 30 April
2004. This is a statement of expected dividends and is not a profit forecast.

The issue has the following benefits:


  • It will expand the shareholder base of the Company

  • It will reduce the expense ratio from approximately 2.4 per cent to 1.6
    per cent per annum (assuming a market capitalisation of approximately £33.7
    million following the Issue)

  • It will provide a modest net asset uplift for existing ordinary
    shareholders

If the Issue is fully subscribed, the issue price will give rise to a modest net
asset uplift for the existing ordinary shareholders, regardless of whether they
participate in the open offer. For illustrative purposes only, if the
calculation date for the issue price had been 12 November 2003 (being the latest
practicable date prior to the publication of the prospectus), the issue price
would have been 107.35p, resulting in approximately 17.7 million new ordinary
shares being issued under the Issue and a net asset uplift of 0.4 per cent for
existing ordinary shareholders.

The placing and open offer are free of commission to placees and are expected to
give rise to costs of approximately 2.1 per cent of proceeds, on the assumption
that gross proceeds of £19.0 million are raised. The proceeds will be invested
in accordance with the existing investment policy of the Company.

Dividends

The Board has today declared an interim dividend of 1p per ordinary share, in
respect of the year ending 30 April 2004. This dividend will be payable on 16
January 2004 to existing ordinary shareholders on the register at close of
business on 12 December 2003.

The recommended dividend in respect of the next financial year will be set so as
to ensure that the long term policy of growing the dividend can be delivered
from a level which does not compromise the Company's flexibility in pursuing its
total return objective. Whilst it is the current intention of the Board of the
Company to maintain the dividend in respect of the next financial year at 2p, no
assurance can be given that this will in fact be the case. This is not a
forecast of profits.

Manager Warrants

The manager warrants have been subscribed for by members of the investment
management team at Artemis and are designed to incentivise the manager. Further
management warrants will not be issued as part of the Issue. However, the Board
of the Company has undertaken to review the manager warrant situation from time
to time to ensure that the manager is being incentivised fairly in light of the
assets being managed and has indicated that maintaining 20 per cent of the
issued share capital under option through manager warrants would be consistent
with the changes to the Company announced in May 2003, subject to agreement from
time to time with the manager on the terms of future issues of manager warrants.
Any proposal to issue further manager warrants will require shareholder approval
at that time. The next review will be following the financial year ending 30
April 2004 and will be in advance of the Annual General Meeting of the Company
in 2004.

Conditions and Timetable

Implementation of the Issue is conditional upon, inter alia, shareholder
approval being obtained at the extraordinary general meeting of the Company to
be held on 10 December 2003.


                                                   EXPECTED TIMETABLE
Record date for entitlements under the open offer                                  close of business on 12 November 2003

Placing closes                                                                                          14 November 2003

Latest time and date for splitting of application forms (to satisfy                         5.00 p.m. on 4 December 2003
bona fide market claims only where qualifying investors have sold some
of their ordinary shares or manager warrants
prior to the closing date)

Latest time and date for receipt of forms of proxy for use at the                           2.00 p.m. on 8 December 2003
Extraordinary General Meeting

Calculation date                                                                             Midnight on 5 December 2003

Latest time and date for receipt of completed application forms and                         3.00 p.m. on 8 December 2003
payment in full under the open offer

Issue price and basis of allocation announced                                                            9 December 2003

Extraordinary General Meeting                                                              2.00 p.m. on 10 December 2003

Ex dividend date for the interim dividend payable on the existing                                       10 December 2003
ordinary shares

Record date for the interim dividend payable on the existing ordinary                                   12 December 2003
shares

Admission to listing, dealings in new ordinary shares commence and                                      15 December 2003
CREST accounts credited in respect of new ordinary shares issued in
uncertificated form

Certificates despatched in respect of new ordinary shares issued in                                  by 19 December 2003
certificated form

Payment date for the interim dividend                                                                    16 January 2004



Enquiries

Simon Miller                     Chairman, Artemis Alpha Trust plc                                         0131 718 2302
Mark Tyndall                     Artemis Investment Management Limited                                     0131 225 7300
Mike Cuthbert                    Bridgewell Securities Limited                                             020 7003 3000

Ben Money-Coutts
Andrzej Sobczak                  Intelli Corporate Finance Limited                                         020 7653 6300

Robin Archibald

Artemis Investment Management Limited is authorised and regulated in the United
Kingdom by the Financial Services Authority.

Intelli Corporate Finance Limited, Bridgewell Limited and Bridgewell Securities
Limited, each authorised and regulated in the United Kingdom by the Financial
Services Authority, are acting for Artemis Alpha Trust plc and for no one else
in connection with the Issue and will not be responsible to anyone other than
Artemis Alpha Trust plc for providing the protections afforded to customers of
Intelli Corporate Finance Limited, Bridgewell Limited or Bridgewell Securities
Limited or for affording advice in relation to the Issue.





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