AIM and Nomad Rules consultation

On 4 June 2026 AIM Notice 62 (Consultation Paper) was published, launching a consultation on changes to the AIM Rules for Companies (AIM Rules) and the AIM Disciplinary Procedures and Appeals Handbook. This follows the feedback statement published by the London Stock Exchange (LSE) in November 2025 on Shaping the Future of AIM (Feedback Statement). For the background to this, see the article we prepared shortly after the publication of the Feedback Statement.

A summary of the Consultation Paper is set out below. The key points include:

• Removing the requirement for a working capital statement
• Introducing the Capital Access Window concept
• Reclassifying certain reverse takeovers as substantial transactions
• Changing the class test threshold for substantial transactions in line with the Main Market
• Bringing in a new Express Market route
• Reframing Nominated Advisers’ (Nomads’) roles
• Allowing AIM companies a right of reply to third party commentary
• Reemphasising AIM’s buyer-beware model

The changes are designed to impact the AIM Market in a variety of ways (from reducing some of the burdens connected with admission and in the context of transactions to encouraging a founder-led approach to the transition to public markets and a buyer-beware approach), with the overall objective being to reposition AIM as a growth market focused on entrepreneurial companies.

Note that some of the points in the Consultation Paper took effect on publication of the Feedback Statement (see our article for further information on the elements which took effect in November 2025) and so some of the amendments being suggested are simply to update the AIM Rules to reflect current policy.

A consultation on amendments to the AIM Rules for Nominated Advisors (Nomad Rules) is taking place simultaneously and was also released on 4 June 2026. This consultation focuses on making clarificatory amendments based on the suggested amendments to the AIM Rules. Comments are invited on both consultations by close of business on Thursday, 2 July 2026.

1. Reducing unnecessary burdens associated with admission

Replacing the requirement for a working capital statement with alternative financial disclosures

Feedback expressed that the working capital statement in AIM admission documents was not as valuable as other financial information and that the benefits associated with such a statement were not commensurate with costs of preparing it, which in turn may deter companies from seeking admission to AIM. Instead, the focus should be on disclosures of “meaningful, qualitative data” with requirements to provide certain details about available capital resources, the financial obligations of the applicant and fundraising needs for the 12 months after admission.

Accepted accounting standards

Since the publication of the Feedback Statement, AIM companies incorporated in the UK have been allowed to use UK GAAP (FRS 102) instead of IFRS, eliminating the cost and complexity associated with the conversion to IFRS. This will now be implemented in the AIM Rules, as well as permission to use other local GAAPs where IFRS equivalency can be shown.

Incorporation by reference

The AIM Rules will be updated to allow companies to incorporate information by reference when that information is easily available elsewhere. The purpose of this is to keep the cost and length of an admission document to a minimum.

AIM Rule 7 (lock-ins)

The LSE has clarified that AIM Rule 7 requires AIM companies to have in place lock-in arrangements. It does not give the LSE the right to enforce lock-in agreements, which are contractual arrangements between the company and the relevant related party or employee. Further, the guidance to AIM Rule 7 will be amended to reflect the current policy approach that a sell down in the first 12 months after admission to AIM will be allowed in the context of (a) transfers between spouses or into a pension plan; (b) intra-group transfers; or (c) in the event of financial hardship. The LSE has also noted that they are working on a redesign of the AIM admission document however this will be subject to a separate consultation at a later date.

2. Introduction of a “Capital Access Window”

The LSE is suggesting changes to the AIM Rules to enable companies carrying out an equity fundraise to voluntarily request a temporary suspension. This will be known as a “Capital Access Window” (CAW). Requests will be considered on a case-by-case basis, including the duration of a CAW.

3. Supporting acquisition activity

Reverse takeovers: classification

AIM Rule 14 (Reverse takeovers) prescribes that where the 100% class test threshold is met, an acquisition will constitute a reverse takeover. This applies regardless of whether or not an acquisition fundamentally changes the nature of an AIM company, creating unnecessary suspension risk and additional documentation. The suggested change (which reflects the current policy approach) is that an acquisition will only be a reverse takeover where is it “substantively transformative”, i.e. it exceeds 100% in the class tests and represents a fundamental change in the business, the board or voting control.

Further, where an acquisition exceeds 100% in any of the class tests but does not represent a fundamental change in the business, the board or voting control, the acquisition will be classified as a substantial transaction under AIM Rule 12 (substantial transactions). There is also a suggestion that the disclosure requirements under AIM Rule 12 will be adjusted to reflect the information required by investors to understand an acquisition and its impact and also to require shareholder approval for this type of substantial transaction in line with AIM Rule 14.

Reverse takeovers: no automatic suspension on notification of a reverse takeover in contemplation

The guidance to AIM Rule 14 is to be amended to enable Nomads to request that an AIM company is not suspended from trading following the announcement of a reverse takeover in contemplation. This is on the basis that the Nomad is comfortable that alternative disclosure can provide investors with sufficient information to make an informed decision about the suggested enlarged group.

Reverse takeovers: delay in completion

A supplementary AIM admission document will not be required where there is a delay between (a) shareholder approval of a reverse takeover and (b) its completion and admission to AIM provided that there is no significant new factor, material mistake or material inaccuracy under the Public Offers and Admissions to Trading Regulations (POATRs).

If there are any key developments during any such period of delay, the AIM company must disclose them to keep the market properly informed.

Reverse takeovers: option agreements

The guidance to AIM Rule 14 will be amended to make clear that entering an option agreement will not constitute a reverse takeover in contemplation on notification where (a) the option is exercisable solely at the AIM company’s discretion; (b) the likelihood of exercise is sufficiently remote; and (c) the exercise of the option is unlikely to result in a fundamental change to the AIM company’s business, board or voting control.

Changes to class tests

Gross Capital test: this class test may be pro-rated for investing companies making acquisitions in line with their investment policy where the acquisition does not result in control or consolidation.

Profits test: this test will only need to be calculated in the context of AIM Rule 13 (related party transactions).

Increase in threshold for substantial transactions

The class test threshold for determining a substantial transaction will be increased from 10% to 25%.

4. Supporting growing companies with greater flexibility whilst maintaining market integrity

Non-standard director remuneration

Nomads will not need to provide a fair and reasonable opinion on non-standard director remuneration where they believe that contractual terms provide reasonable commercial protections for the AIM company. If there is any uncertainty as to whether reasonable commercial protections have been applied, the transaction should be put to a shareholder vote. These changes to the rules will reflect the policy approach currently being applied. Nigel Watson, Head of Burges Salmon’s Share Plans and Incentives practice, has provided some helpful discussion on this change following the publication of the Feedback Statement (see here).

Special voting shares

Special voting shares (i.e. shares in dual class share structures) are acceptable at admission to AIM to enable founders to retain control of the company. This amendment is in recognition of founder’s vital role in a company’s long-term strategy and particularly in the context of a business’ transition from private to public.

5. Improving agency for AIM companies

Governance disclosure

The guidance to AIM Rule 26 (Company information disclosure) will be amended so that an AIM company is not required to adopt or “comply-or-explain” against a particular governance code, although it must use a recognised code as a framework to consider its governance approach. The LSE has also set out five key areas of disclosure which investors have said they prioritise when looking at corporate governance:

• Board composition
• Directors’ roles and responsibilities
• Remuneration and performance
• Risk and controls framework
• Approach to investor relations

Proxies

AIM Rule 26 is to be further amended to allow (but not require) AIM companies to disclose details of interactions with proxy advisors and a suggested framework has been provided to support such disclosure. This is in recognition of the role and influence which proxy advisors can have. The LSE has also requested feedback as to whether or not this disclosure should be made mandatory.

Third party commentary

In light of the volumes of information, commentary and speculation about AIM companies which can be found online and elsewhere, it will be highlighted in the introduction to the AIM Rules that an AIM company’s notifications are the authoritative source of information about the company and that they are subject to legal and regulatory liability and remedies.

Further AIM companies will be given a voluntary “right of reply” to respond to third party comments and criticism. The updated guidance will be clear that where an AIM company does not use its right of reply, it should not be assumed to agree with or accept such commentary.

6. Attracting international companies and ease of transfer for main market companies

Replacing the AIM Designated Market (ADM) route with an “Express Market” route

The Express Market route will have broader eligibility requirements to include companies from a wider range of jurisdictions. The LSE also suggests that the “Schedule 1 Announcement gazetting period” (i.e. the period prior to the expected date of admission when a prospective AIM company must provide the LSE with the information set out in Schedule 1 of the AIM Rules) is reduced to three clear business days and the AIM Rule 7 lock-ins will not apply.

Further, the LSE will provide an accelerated admission process for certain Main Market companies in recognition of their experience in public markets. This will include an exemption from submitting a draft Schedule 1 announcement.

In light of these suggestions, new eligibility requirements will be introduced for applicants to the Express Market route. These will focus on the themes of maturity, stability and established public track record. There will also be transitional provisions to support companies which are advanced in their ADM admission process when the new AIM Rules come into force.

Dual market admission

The LSE intends to bring in a dual market applicant admission route for companies seeking admission to an Express Market and AIM at the same time. The new route will enable companies to use the documentation prepared for admission to an Express Market for its AIM admission and thereby generate cost and time efficiencies in the AIM admission process.

7. Utilising Nomads’ corporate finance experience

Nomad technical note

Nomads’ roles have become increasingly compliance focused meaning that AIM companies are not benefiting from their corporate finance expertise. To address this, the LSE intends to publish a Nominated Adviser Technical Note setting out the LSE’s expectations for certain of the Nomad’s responsibilities.

Replacing AIM Rule 11

Further, the LSE intends to amend AIM Rule 11 (General disclosure of price sensitive information) to remove the current disclosure obligation (which duplicates obligations under UK MAR) and implement a new requirement focussing on the value of a Nomad’s experience in understanding the potential market impact of developments in a company’s business.

8. Buyer beware

The changes set out above are intended to ensure a proportionate regulatory framework for AIM companies, recognising that investors need to consider the risk profile of investments and take responsibility for their investment decisions. In line with this, the introduction to the AIM Rules will expressly state AIM’s “buyer-beware” model.

9. Additional amendments and updates

There are a handful of additional suggested amendments and updates that include an obligation on AIM companies to keep a record of any findings made or disciplinary action taken by the LSE for a minimum of five years (to improve any handover when a company changes its Nomad), to extend the period to appoint a new Nomad from one month to six weeks and to remove the requirement for six-monthly returns in relation to block admissions (in line with the Main Market).