Please find below documents related to the AIM notes
Forms for AIM Disciplinary Procedures and Appeals Handbook
Please find below company application forms
Please find below nominated adviser application forms.
Please find below guides for companies
Please find below guides for investors
This Inside AIM sets out temporary relief for AIM companies who choose to use the Accounting for Lease Modifications (Amendment to IFRS 16 – Covid-19-Related Rent Concessions) before adoption by the EU (“IFRS 16 Amendment”).
London Stock Exchange (the “Exchange”) refers AIM companies and nominated advisers to the FRC statement providing background as to the reasons for the IFRS 16 Amendment and notes the FRC’s confirmation that it will not pursue regulatory action where issuers take advantage of the IFRS 16 Amendment, prior to it being adopted by the EU (“FRC Statement”). See link.
We welcome the FRC’s statement and appreciate the practical difficulties AIM companies may face in applying the existing IFRS 16 lease modifications requirements to Covid-19-related rent concessions. For the purpose of the financial reporting requirements under the AIM Rules for Companies (AIM Rules 18 and 19), the Exchange will deem compliance with the AIM Rules should an AIM company, that prepares their accounts in accordance with EU adopted IFRS, take advantage of the IFRS 16 Amendment as set out in the FRC Statement.
Date: 19 August 2020
This Inside AIM sets out temporary changes relating to an AIM company’s obligation to notify half-yearly reports in accordance with the AIM Rules for Companies (“AIM Rules”).
Inside AIM dated 26 March 2020 set out our intention to keep under review the requirements for reporting of half-yearly reports pursuant to AIM Rule 18. Currently under the AIM Rules, an AIM company must notify its half-yearly report without delay and in any event within three months from the end of the period to which it relates.
From today, AIM Regulation will permit AIM companies that need extra time to prepare their half-yearly report an additional one month in which to notify them. This extension is temporary whilst the UK faces the disruption resulting from the coronavirus pandemic. We will keep these temporary measures under review and when the disruption to AIM companies eases, we will announce an orderly transition to standard reporting periods under AIM Rules 18 and 191.
An AIM Company wishing to utilise the additional one month period must notify via an RIS its intention to do so prior to the AIM company’s reporting deadline under AIM Rule 18 and the Company’s nominated adviser must separately inform AIM Regulation.
An AIM company should continue to consider its AIM Rules disclosure obligations in conjunction with the advice and guidance of its nominated adviser.
Date: 09 June 2020
1 The accounting period to which an extension for annual audited accounts may be sought pursuant to Inside AIM dated 26 March 2020 is superseded by this Inside AIM and such extensions will be available until further notice of an orderly transition back to standard reporting periods.
This Inside AIM sets out temporary changes relating to an AIM company’s obligation to publish annual audited accounts in accordance with the AIM Rules for Companies (“AIM Rules”).
The unprecedented events of recent weeks mean that there may be circumstances where an AIM company is unable to publish its annual audited accounts under normal legal and regulatory reporting deadlines.
Currently under the AIM Rules, an AIM company has six months after the end of its financial year to publish its annual audited accounts. This reporting requirement is consistent with the legal filing deadline for UK incorporated public companies under the Companies Act 2006.
We note the joint initiative of the Department of Business, Energy & Industrial Strategy and Companies House, to allow UK companies to apply to Companies House for a three month extension of the legal filing deadline .
Noting the above and to assist AIM companies in the preparation of their annual accounts in the current difficult circumstances, from today an AIM company will also be able to apply to AIM Regulation for a three month extension to the reporting deadline for the publication of its annual audited accounts pursuant to AIM Rule 19. This extension will be available for AIM companies with financial year ends between 30 September 2019 to 30 June 2020.
The request for extension must be made to AIM Regulation by the nominated adviser, prior to the AIM company’s current AIM Rules reporting deadline.
London Stock Exchange will keep under review the operation of the AIM Rules and in particular, the requirements for reporting of half yearly reports under AIM Rule 18.
Date: 26 March 2020
This Inside AIM sets out temporary measures that will be implemented by AIM Regulation to support AIM companies and nominated advisers as they seek to navigate some of the challenges arising from the unprecedented Coronavirus (COVID-19) pandemic.
Until further notice, AIM Regulation will be applying discretion to the application of certain of the AIM Rules for Companies and the AIM Rules for Nominated Advisers (“AIM Rules”), as set out below. We will continue to keep the situation under review, in particular the potential impact on financial reporting and will provide further guidance as necessary.
Temporary suspension of trading
Timely and accurate disclosure is a key requirement under the AIM Rules and all AIM companies should continue to meet their disclosure obligations without delay. It is therefore important that nominated advisers have a sound understanding of how their AIM companies are planning and responding to the events as they unfold, so that they are able to make disclosures in accordance with their AIM Rules obligations.
However, we recognise that an AIM company may face material new developments as a consequence of the restrictions and challenges being caused by Coronavirus (COVID-19). Accordingly, where an AIM company requires more time to make a fully compliant notification, than would be the case in ordinary circumstances, the nominated adviser should approach AIM Regulation to discuss whether a temporary suspension is required. Given the importance of disclosure, such a request will need to fully explain why the suspension is appropriate in the circumstances and any decision to suspend is at the discretion of AIM Regulation. If granted, such a temporary suspension will be for a limited period to enable the AIM company to make a fully compliant notification.
Suspended AIM companies
Currently where an AIM company has been suspended for more than six months, pursuant to AIM Rule 41 the company’s securities will be cancelled. We appreciate that, given the logistical challenges during this period, further time might be required to resolve the reason for suspension. Accordingly, we will be using discretion to extend the period to 12 months for any AIM company that has been suspended between 30 September 2019 and 1 July 2020.
Engagement responsibilities for a nominated adviser
When taking on a new client, as part of its due diligence, a nominated adviser is generally required to undertake a site visit to the AIM company’s material place of operations and meet the directors and key managers. Where travel restrictions and social distancing measures make it difficult to meet this obligation, provided that a nominated adviser uses alternative measures that are reasonably available (such as virtual meetings), we will temporarily suspend the requirement for a physical site visit. Once any applicable restrictions have been lifted, nominated advisers will be expected to undertake the site visit in order to fulfil its obligations under the AIM Rules.
We also recognise that in the current circumstances for the purposes of providing directors’ AIM Rules education, nominated advisers are likely to be undertaking telephone or virtual meetings with directors instead of physical meetings.
Date: 20 March 2020
We work closely with nominated advisers to ensure that they can maintain up to date and relevant AIM knowledge within their corporate finance functions to enable them to carry out the obligations they owe to London Stock Exchange under the AIM Rules for Nominated Advisers (“Nomad Rules”).
In this Inside AIM, we set out answers to some of the frequently asked questions in respect of staffing, particularly taking into account wider market conditions and trends.
Market conditions can have an impact on the number of Relevant Transactions undertaken, as defined in Nomad Rule 5. Rule 5 provides discretion for us to consider equivalent work undertaken in respect of IPOs or other major public transactions where the work performed by the nominated adviser is similar to that of an AIM admission. When considering alternative transactions, we look for evidence that firms have undertaken work equivalent to the Admission Responsibilities set out in Schedule Three of the Nomad Rules and that the firm has retained overall management and responsibility for the transaction and transaction documentation. Below are examples of transactions we may consider accepting :
We would also highlight that, as set out in Nomad Rule 5 and Inside AIM (Issue 1), both an applicant QE and an existing QE may cite the same Relevant Transaction if they have each been involved to an appropriate extent.
We have regular conversations with nominated advisers about their current and future resourcing plans and we work with, and support, nominated advisers as they develop their wider corporate finance staffing. One question we receive regularly is whether a QE in an existing firm will automatically transfer as a QE if they change firm or join a firm which is considering applying to become a nominated adviser.
|QE status is considered in the context of the firm and is not an individual qualification||The wider staffing of the nominated adviser function beyond the minimum number of QEs is an important consideration for us (at both a junior and senior level). Accordingly, QE applications are considered in the context of the firm’s overall staffing, management controls, senior management supervision (of the nominated adviser team), junior support and compliance function. Underpinning this is the principle that QE status is not an individual qualification, but a designation granted to the firm denoting those individuals within the firm who are authorised by the Exchange to lead AIM Rules advice for that nominated adviser. Accordingly, QE status is not automatically transferable.|
|A number of factors will be taken into account when considering QE applications||We will consider applications for QEs where a firm supports that individual to act as a QE on its behalf. Where an applicant is not able to demonstrate that all the required Relevant Transactions have been completed we may use the provisions of Nomad Rule 27 such as the requirement for ongoing supervision, as a condition of approval. In such circumstances we will look at a range of factors. For example, we will seek evidence that the applicant has a sound understanding of the UK corporate finance market and AIM in particular. We will also consider the support the applicant will receive and will take into account the wider staffing and controls within the firm.|
|Maintenance of standards is our key objective||The criteria for QE approval are designed to ensure that a nominated adviser firm is in a position to meet its obligations owed to London Stock Exchange and thus to maintain standards across the market. We expect nominated adviser firms to bear this in mind when supporting a QE application and we will also take this into account in our considerations.|
Ensuring coverage for nominated adviser obligations
We are sometimes asked by nominated advisers about team working arrangements.
|Individual working arrangements will be considered||Nomad Rule 4 refers to a ‘full-time employee’. The intention underlying the reference to ‘full-time’ is to ensure that QEs give full attention to the role and thereby to address the circumstances of individuals who undertake other professional services or employment outside of the business of the firm, such as NED roles. The designation of QE is for the benefit of the firm so that it can demonstrate that its AIM company clients have real-time access to appropriately experienced staff to lead regulatory support and advice. Therefore, a firm may consider individual working arrangements such as part-time or other forms of flexible working.|
|Nominated advisers to ensure alternative arrangements do not impact performance of their obligations||Nominated adviser firms need to demonstrate that satisfactory arrangements are in place such that the role of a nominated adviser can be fully discharged. For example, this will mean that AIM company clients have ongoing access to QEs that have full knowledge of the company and its developments to be able to advise and guide it on its AIM Rules obligations in a real-time market environment. If part-time or flexible working arrangements are agreed, then this should be arranged in a way that supports the performance of such obligations. For example, by ensuring that clients have access to more than one QE with the requisite knowledge of its business.|
An important element of the wider staffing of a nominated adviser firm is the compliance function. In addition to ensuring it has sufficient QEs, we encourage firms to consider what a “good” compliance function looks like, having regard to its specific structure and services. In our experience, the success of a compliance function is dependent on an engaged senior management team. When considering its compliance needs, amongst other things, a firm should consider a compliance function that:
Maintenance of knowledge and experience
Nominated advisers ask us about the benefits of commissioning an external review or training in respect of their obligations to London Stock Exchange and their understanding of the AIM Rules. Whilst we appreciate that firms might consider that taking external advice could evidence a commitment to their compliance with the Nomad Rules, we question the benefits of this approach noting that the role of a nominated adviser is different to that of other professional services firms. We think it is more meaningful for a nominated adviser to engage the experience and expertise within its team when conducting a review.
We generally find that the nominated adviser firms that share knowledge internally, have experienced staff beyond individual QEs, focus on individual and collective performance and supervision, and have good levels of management engagement along with an embedded compliance culture, are better placed to meet their nominated adviser obligations. We are always very happy to provide support and to provide firms with our experience gained from engagement across the market when they are considering or designing an internal review.
Date: 28 May 2019
 Such discretion is unlikely to be applied in relation to an entity seeking approval as a nominated adviser pursuant to Nomad Rule 2.
AIM Notices are issued periodically, and contain information on AIM regulatory and administrative matters. They also include details of any amendments to the existing rules, together with guidance on interpreting and applying them.
If you would like to receive our AIM Notices regularly by email, please send an email to email@example.com.
Please find below AIM notices from 2002 to 2009.
|Settlement of AIM Reg S Securities and SIS||26/05/2006|
London Stock Exchange is a Recognised Investment Exchange (RIE) under the UK’s Financial Services and Markets Act (FSMA).
AIM is operated and regulated by the Exchange in this capacity under Part XVIII of FSMA 2000, and as such AIM is a ‘prescribed market’ under FSMA 2000 which brings it within the market abuse provisions.
London Stock Exchange operates AIM with an overarching objective of maintaining the integrity and reputation of its growth market. The market structure and rules are designed to be relevant to growth companies and their investors. The Exchange undertakes its regulation of AIM through its AIM Regulation and Market Supervision teams. AIM Regulation is responsible for the compliance by AIM companies and Nominated Advisers with the AIM Rules and the Market Supervision team monitors the trading in AIM securities by member firms which are subject to London Stock Exchange’s trading rules.
AIM companies and nominated advisers
The AIM Rules for Companies and AIM Rules for Nominated Advisers form the basis of London Stock Exchange’s regulation of AIM companies and the nominated advisers. The AIM Rules sit within a wider landscape of regulatory and legal duties which are broadly similar to those protections provided to Main Market companies and their investors. Accordingly, the Exchange’s remit in respect of companies admitted to AIM is limited to compliance with its rule books. Actions of companies and directors that relate to wider legal duties and obligations are within the remit of the relevant competent body or regulator. The AIM Regulation team at London Stock Exchange undertakes its regulatory role by reference to the AIM rule books:
The AIM rule books have been designed to ensure that the rules governing companies admitted to AIM are relevant to meet the needs of growing companies and their investors. They sit alongside primary legislation which is the remit of other regulators and law enforcement agencies that also provide protections to investors in respect of AIM in the same way as they do for the Main Market.
London Stock Exchange undertakes a lead role in the regulation of AIM and works closely with other regulators and law enforcement bodies to ensure that the investigation and enforcement of matters relating to AIM companies, their directors or potentially abusive trading in AIM securities are undertaken by the authority that has the most appropriate remit and investigation and enforcement powers.
The activities of the AIM Regulation team within the Exchange include: policy matters and changes to the AIM rule books; authorising and approving firms to act as nominated advisers; providing advice and guidance to nominated advisers on the interpretation of the AIM Rules; and providing oversight of the performance by the nominated advisers of their obligations owed to the Exchange pursuant to the AIM rules.
Furthermore, the AIM Regulation team undertakes investigations and considers disciplinary action in respect of potential breaches of the AIM rule books by AIM companies and/or nominated advisers. AIM Regulation has a variety of private and public sanctions it can utilise in respect of the enforcement of its rules. All public censures are published and London Stock Exchange will also publish private censures (anonymising the relevant company/nominated adviser) for the purpose of educating the market in circumstances where the nature of the breach is not sufficient to warrant a public censure or is unlikely to reoccur. This range of sanctions enables London Stock Exchange to apply the most appropriate sanction taking into account all the circumstances and ensuring that it achieves its objectives of providing education to the market; ensuring change in future behaviour; and deterring future breaches.
Trading of AIM securities on London Stock Exchange
The Market Supervision team at London Stock Exchange monitors the trading in AIM securities that is undertaken on the Exchange by member firms to ensure trading is orderly, efficient and in compliance with the London Stock Exchange’s trading rules. It also refers to the FCA potential cases of market abuse that it may identify.
London Stock Exchange’s AIM Regulation and Market Supervision teams work closely with and liaise on relevant market issues including ensuring that real time issues of disclosure are addressed by AIM companies on a timely basis and in accordance with the AIM Rules.
The suspension of AIM securities from trading is part of the Exchange’s real-time operation of AIM to maintain an orderly market, including where a company has not been able to make appropriate disclosure promptly. If a company is not able to comply with the AIM rules for a prolonged period its admission may be cancelled.
A key feature of AIM is the nominated adviser role. Nominated advisers are firms that provide corporate finance advice with particular expertise on AIM and are approved by the Exchange to act for companies that have, or wish to have, their securities admitted to trading on AIM. They will advise and guide the company on its ongoing obligations under the Exchange’s AIM rule books. A company admitted to AIM is required to have a nominated adviser at all times whilst it has securities admitted to trading.
It is the nominated adviser who will assess whether a company is appropriate for AIM, having considered all relevant matters set out in the AIM Rules. The nominated adviser will also advise on the compliance of the company’s Admission Document with the relevant rules. The nominated adviser makes a declaration to the Exchange in relation to this. The nominated adviser is also required to understand the business of the company so that it is well placed to provide ongoing support to the company in respect of its compliance with the AIM Rules, for example, in relation to matters such as ongoing disclosure. Whilst this support is important for AIM companies given their size and nature, it should be noted that the primary obligation for compliance with the AIM Rules for Companies remains at all times with the AIM company.
The Nominated Adviser Rules set out obligations owed by nominated advisers solely to the Exchange. These rules do not deal with the services that a nominated adviser may provide directly to its clients, for example, through its contract with an AIM company. Any such services between the nominated adviser and the AIM company will normally be set out in a private agreement. It is likely that a nominated adviser firm might undertake other roles for a client company, e.g. sales or broking. Whilst these are not regulated by the Exchange, the AIM Rules for Nominated Advisers contain provisions governing independence and conflicts of interest.
Lawyers will be involved in the admission of a company to AIM, including performing legal due diligence on the business and advising and guiding both the company and the nominated adviser on the legal aspects of the admission process. As with any company or business, AIM companies may choose to engage lawyers to advise them on an on-going basis in relation to various discrete matters including commercial contracts, acquisitions, corporate activity and compliance with legislation. However, an AIM company’s nominated adviser remains the company’s principal adviser in relation to its compliance with the AIM Rules.
Accountants and auditors
A firm of accountants, as reporting accountants, will be required to perform financial due diligence on a company as part of its proposed admission to AIM.
Furthermore, a company will have filing obligations under its Companies Act obligations as well as under the AIM Rules which require the company to notify a half-yearly report within three months of the period end and to publish an annual report and audited accounts for each financial year within 6 months of the year end. Therefore, every company must engage an auditor to audit its accounts. The UK’s Financial Reporting Council provides independent oversight over public company accounts and the regulation of auditors. In addition, an AIM company may also engage accountants to assist it in relation to ongoing financial reporting or in relation to discrete matters, such as tax matters, on an ad-hoc or regular basis.
All companies will need to maintain a share register and this function is often outsourced by publicly traded companies, including AIM companies, to a professional registrar. The primary role of the registrar is to maintain the company’s share register and ensure that it is up to date. The registrar may also provide additional services including company secretarial services and/or facilitate formal regulatory communications with shareholders (e.g. notices of general meetings etc.).
As the leading financial services regulator in the UK, the FCA has three objectives, set out in FSMA (as amended by the Financial Services Act 2012): Protect consumers, to secure an appropriate degree of protection for consumers; Protect financial markets, to protect and enhance the integrity of the UK financial system; and to Promote competition, to promote effective competition in the interests of consumers. The FCA regulates London Stock Exchange, as a Recognised Investment Exchange. From an AIM company perspective, it has powers to investigate disclosures made by an AIM company where they may be false or misleading statements and which (intentionally or recklessly) induce investors to trade or refrain from trading in the company's securities. The FCA is also the competent authority in respect of the compliance with the relevant aspects of the FCA’s Disclosure and Transparency Rules which apply to UK companies on AIM (i.e. vote holder and issuer notification rules under DTR 5).
From a secondary market perspective (i.e. in respect of the trading of shares in the secondary market), the FCA has both civil and criminal powers available to it to identify and prevent market abuse and will also work with other law enforcement agencies in combatting this. Furthermore, given the FCA’s responsibility for the conduct of retail and wholesale financial services firms in relation to consumers, the manner in which these firms are expected to conduct business when communicating with clients is primarily set out in the FCA’s Conduct of Business sourcebook.
For more information, refer to: http://www.fca.org.uk/about/what
The Panel is an independent body in the UK whose main functions are to issue and administer the City Code on Takeovers and Mergers (the "Code") and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids.
The Code applies to all companies admitted to trading on AIM which are incorporated in the UK, the Channel Islands and the Isle of Man.
For more information, refer to: http://www.thetakeoverpanel.org.uk/