Capital Reorganisation

Artisan (UK) PLC
12 December 2006


ARTISAN (UK) PLC

12 December 2006

PROPOSED CAPITAL REORGANISATION

The Directors have been reviewing the existing shareholding structure of Artisan
and believe that it would be in the interests of Shareholders and the Company as
a whole to effect a reorganisation of the share capital of the Company.

A circular will be sent to Shareholders shortly setting out the reasons for and
details of the proposed Capital Reorganisation (which are set out below) and to
give notice of an extraordinary general meeting of the Company to be held on 19
January 2007 at which resolutions will be proposed to give effect to the Capital
Reorganisation.


Background to and reasons for the proposed Capital Reorganisation

The Company's authorised share capital currently comprises 1,000,000,000
Existing Ordinary Shares of which 328,530,000 Existing Ordinary Shares are in
issue.  The average middle market price for the Company's shares taken from the
AIM appendix of the Daily Official List for the last five days prior to the
announcement of the proposed Capital Reorganisation was 3.25p.

Despite the relatively small market capitalisation, the Company has
approximately 10,300 Shareholders. The Directors consider that a more
appropriate capital structure and consequent traded market value for the
Company's ordinary capital is now required for the following reasons;

• For Shareholders to realise value for their shares, the dealing costs
for many Shareholders would represent a significant proportion of the value of
their investment. For example, over 3,600 Shareholders each have shares worth
£100 or less;

• The Capital Reorganisation will make it more cost effective for the
Company to service its Shareholders by removing the large administrative burden
and costs of communicating with large numbers of Shareholders who have only a
small number of shares; and

• The Company wishes to establish a dividend policy for Shareholders
but, based on possible distributions, the cost of administering a dividend
payment (the registrar's costs of preparing and posting a cheque) would exceed
the likely payments for almost 65 % of Shareholders, making the process
uneconomic for the Company.

The Directors are, therefore, proposing to effect the Capital Reorganisation,
details of which are set out below, which they believe to be in the best
interests of the Company and its Shareholders.

Details of the proposed Capital Reorganisation

The Directors are proposing to consolidate the Existing Ordinary Shares on the
basis of 1 Consolidated Share for every 6,000 Existing Ordinary Shares held,
creating new Consolidated Shares of £30 each. Each Consolidated Share will then
immediately be sub-divided into 150 New Ordinary Shares of 20p each.

To effect the consolidation, it was necessary to issue 574 additional Existing
Ordinary Shares so that the Company's issued share capital is exactly divisible
by 6,000. The Company has issued those 574 Existing Ordinary Shares for a cash
at an issue price of 3.25p per Existing Ordinary Share on 11 December 2006 and
application has been made for them to be admitted to trading on AIM.
Accordingly, following the consolidation the Company's issued ordinary share
capital  will comprise 54,755 Consolidated Shares. Each Consolidated Share will
then be sub-divided into 150 New Ordinary Shares resulting in the Company's
authorised share capital being 25,000,000 New Ordinary Shares and  the Company's
issued share capital being 8,213,250 New Ordinary Shares.

Other than the change in the nominal value, the New Ordinary Shares arising on
completion of the Capital Reorganisation will have the same rights as the
Existing Ordinary Shares, including, without limitation, the same voting,
dividend and other rights.

A consequence of the terms of the Capital Reorganisation is that holders of
fewer than 6,000 Existing Ordinary Shares will not be entitled to receive a
Consolidated Share and holders of more than 6,000 Existing Ordinary Shares will
only be entitled to one Consolidated Share for every 6,000 Existing Ordinary
Shares they hold at the Record Date. They will not be entitled to receive
Consolidated Shares in respect of their Fractional Entitlements. Further
information about the treatment of Fractional Entitlements is set out below.

Based on the Share Register on 7 December 2006, the Directors estimate that the
number of Shareholders following the Capital Reorganisation becoming effective
would reduce by approximately 54 percent. to approximately 4,700 Shareholders.


Fractional Entitlements

Where, as a result of the consolidation of the Existing Ordinary Shares
described above, any Shareholder is entitled to a fraction only of a
Consolidated Share (a 'Fractional Entitlement'), all such fractions shall be
aggregated by the Company so as to form full Consolidated Shares.

The Consolidated Shares will then be sub-divided (along with all other
Consolidated Shares) into New Ordinary Shares pursuant to the Capital
Reorganisation.  The Directors have entered into a Placing Agreement (further
details of which are set out below) to sell  these New Ordinary Shares on behalf
of the Fractional Shareholders, to Aspen, conditional upon the Resolutions being
passed at the Extraordinary General Meeting and upon Admission of the New
Ordinary Shares to trading on AIM, at a price of  130 per share (equivalent to a
share price of 3.25p per Existing Ordinary Share, being the average middle
market price for the Existing Ordinary Shares, as quoted in the AIM appendix of
the Daily Official List for the last five days prior to the announcement of the
proposed Capital Reorganisation.)

The proceeds of the sale will then be distributed to the Fractional Shareholders
in proportion to the fractions of Consolidated Shares held by each of them,
except where the payment due to any Fractional Shareholder would be less than £2
in which case, for purely economic reasons, the Directors have decided, in the
exercise of their discretion under the Company's Articles of Association, that
the payment should be retained by the Company for its own benefit.

As stated above, on completion of the Capital Reorganisation any Shareholder
holding fewer than 6,000 Existing Ordinary Shares on the Record Date will no
longer be a shareholder in the Company. This is because such Shareholders will
not have any Consolidated Shares which would be sub-divided into New Ordinary
Shares. Instead, such Shareholders would receive a cash sum equal to the number
of Existing Ordinary Shares held by them at the Record Date multiplied by 3.25p,
being the price being subscribed for the Fractional Entitlements by Aspen
pursuant to the Placing Agreement, provided, as explained above, the payment due
is  £2 or more.

Any Shareholder holding more than 6,000 Existing Ordinary Shares, on the Record
Date, but a holding which is not exactly divisible by 6,000, will be entitled to
one Consolidated Share for each 6,000 Existing Ordinary Shares held together
with the proceeds of sale of his or her Fractional Entitlement to a Consolidated
Share (which will be aggregated and sold as described above) subject to the
minimum payment of £2.


The Record Date

The Record Date for the proposed Capital Reorganisation (being the date the
Fractional Entitlements will be calculated) will be the close of business on 19
January 2007 and, if approved by Shareholders, it is expected that the proposed
Capital Reorganisation will become effective on Admission of the New Ordinary
Shares to trading on AIM which is expected to take place at 8.00 a.m. on Monday
22 January 2007.


Placing of the Fractional Entitlements

The Company has entered into a Placing Agreement with Aspen Finance Limited ('
Aspen'), a company in which Michael Stevens, the Chairman of Artisan, has a
beneficial interest, whereby Aspen has undertaken to subscribe for the New
Ordinary Shares created by the aggregation of the Fractional Entitlements, but
subject to a limit such that Aspen cannot be obliged to subscribe for such
number of Fractional Entitlements as would result in Aspen holding more than
29.5 per cent of the Company's issued share capital, when combined with Aspen's
existing holding of 21.97 per cent.  The Placing Agreement is conditional on the
approval by Shareholders of the Resolutions to be proposed at the Extraordinary
General meeting of the Company to be held on 19 January 2007 and Admission of
the New Ordinary Shares to trading on AIM. Following the Capital Reorganisation
becoming effective, Aspen will have a beneficial interest in up to 29.5 per cent
of the issued share capital of the Company. As this agreement is classified as a
related party transaction under the AIM rules, the Board, with the exception of
Michael Stevens, having consulted with the Company's Nominated Adviser, Brewin
Dolphin Securities, consider that the terms of the transaction are fair and
reasonable insofar as the Shareholders of the Company are concerned.

To the extent that the number of Fractional Entitlements arising from the
Capital Reorganisation would, but for the limit contained in the Placing
Agreement, result in Aspen being beneficially interested in more than 29.5 per
cent of the Company's issued share capital, the Directors propose that the
Company itself purchase the 'excess' Fractional Entitlements, and hold the
shares so purchased as treasury shares. Any such purchase would have to be made
out of distributable profits, but the Directors estimate that the purchase cost
of such excess number of Fractional Entitlements should not exceed £150,000.The
Company cannot purchase its own shares without authority from Shareholders to do
so, and Resolution 2 on the Notice of Extraordinary General Meeting would give
such authority for the Company to purchase its own shares up to a nominal value
of £23,076.


Enquiries:

Artisan (UK) plc

Chris Musselle                         Chief Executive
01480 436666



Brewin Dolphin Securities      Nominated Advisors               0121 236 7000
Ian Stanway
Ifor Williams


EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Forms of Proxy                               11.00 a.m on 17 January 2007
Extraordinary General Meeting                                                    11.00 a.m on 19 January 2007
Record date                                                              Close of business on 19 January 2007
Expected date on which New Ordinary Shares will be admitted to                   8.00 a.m. on 22 January 2007
trading on AIM
Expected date on which CREST accounts are to be credited with  New                            22 January 2007
Ordinary Shares
Expected date by which definitive new share certificates are to be                           2 February  2007
despatched
Expected date by which cheques for Fractional Entitlements (where                            2 February  2007
applicable) are to be despatched
Expected date on which CREST accounts are to be credited with                                 2 February 2007
payment for Fractional Entitlements

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.


APPENDIX

In this announcement, the following words and expressions shall, except where
the context requires otherwise, have the following meanings:

'Admission'                                           admission to trading on AIM of all of  the issued  New
                                                      Ordinary Shares  and such admission becoming effective
                                                      in accordance with the AIM Rules

'AIM'                                                 the AIM Market of the London Stock Exchange plc

'AIM Rules'                                           the rules for AIM companies and their nominated
                                                      advisers, as issued by the London Stock Exchange plc,
                                                      as amended from time to time

 'Artisan' or 'the Company'                           Artisan (UK) plc

'Aspen'                                               Aspen Finance Limited, a company in which Michael
                                                      Stevens, a director of the Company, has a beneficial
                                                      interest

'Board' or 'Directors'                                the directors of the Company

'Brewin Dolphin Securities'                           Brewin Dolphin Securities Limited, the Company's
                                                      nominated adviser and broker

'Capital Reorganisation'                              the proposed capital reorganisation of the Company as
                                                      described in this Circular

'Consolidated Share'                                  a new share of  £30 nominal value in the share capital
                                                      of the Company pursuant to the Capital Reorganisation

'Existing Ordinary Shares'                            the existing ordinary shares of 0.5p each in the
                                                      capital of the Company

'Extraordinary General Meeting'                       the Extraordinary General Meeting of the Company to be
                                                      held at  11.00 a.m. on  Friday, 19 January  2007

'Form of Proxy'                                       the form of proxy for use at the Extraordinary General
                                                      Meeting enclosed with this Circular

'Fractional Entitlement'                              has the meaning ascribed to that expression in this
                                                      announcement

'Fractional Shareholders'                             the Shareholders entitled to Fractional Entitlements

' New Ordinary Shares'                                the new ordinary shares of 20p each in the Company
                                                      arising from the Capital Reorganisation

'Record Date'                                         close of business on 19 January 2007, being the record
                                                      date for the Capital Reorganisation

'Shareholders'                                        holders of ordinary shares in the capital of the
                                                      Company



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