Shaping the future of AIM: new AIM rules

On 5 August 2026, the London Stock Exchange (LSE) published AIM Notice 64, confirming implementation of substantially all rule changes proposed in AIM Notice 62 (covered in our earlier article available here).

The consultation received 30 responses which were overwhelmingly supportive, and the LSE has proceeded to implement all proposed changes with certain clarifications and refinements. The revised AIM Rules and Handbook took effect immediately.

The key changes adopted by the LSE are summarised below.

Removal of the working capital statement

The requirement for directors to include a working capital statement in the AIM admission document has been removed.

LSE has provided two helpful clarifications that (i) the “reasonable opinion” standard applicable to directors under the new disclosure requirements is confirmed as an objective test, and (ii) where an applicant voluntarily includes forward-looking statements, it benefits from the protected forward-looking statements liability regime.

Expanding accepted accounting standards

AIM companies incorporated in the UK may use UK GAAP (FRS 102) instead of IFRS.

LSE has also clarified that a nominated adviser (Nomad) may approach AIM Regulation on a case-by-case basis in respect of other local accounting standards, with the assessment based on factors including the relevant accounting framework, the availability and quality of disclosure, and whether there are any material differences to International Accounting Standards. This provides welcome flexibility, particularly for smaller companies for whom IFRS conversion adds limited value for investors.

Incorporation by reference

AIM companies are able to incorporate information by reference in AIM admission documents, subject to new guidance to AIM Rules 4 and 28.

LSE has clarified that (i) documents incorporated by reference must remain available for as long as the AIM admission document itself is required to be available; (ii) rather than prescribing an exhaustive list of information eligible for incorporation by reference, LSE will allow a reasonable assessment to be made by the AIM company with the support of its Nomad as to whether incorporation by reference is appropriate in the circumstances. This should meaningfully reduce the length and cost of AIM admission documents without compromising investor access to relevant information.

Capital Access Window: facilitating fundraisings

AIM company undertaking an equity fundraise will be able to voluntarily request a temporary suspension of trading in its securities, enabling it to manage the fundraising process more closely and approach a broader investor base, including retail investors, during the suspension period.

LSE is not prescribing a fixed minimum or maximum period and expects the Capital Access Window to be short in practice, given that AIM companies will want trading restored as soon as possible. Requests via an AIM company’s Nomad will be considered by the LSE on a case-by-case basis. Retail investor participation is not mandated as LSE considers it inappropriate to limit a company’s fundraising in that way. Importantly, an AIM company’s obligations under UK MAR and the AIM Rules continue to apply throughout the Capital Access Window, as is the case whenever shares are suspended from trading.

Revised approach to reverse takeovers (AIM Rule 14)

An acquisition will no longer be considered a reverse takeover solely because it exceeds 100% in the class tests, provided there’s no fundamental change to the company’s business, board or voting control.

In LSE’s view it is not necessary to define “fundamental change” as it has provided guidance to AIM Rule 14 which enables a fact-specific assessment of each transaction. LSE has also clarified that while the 100% class test threshold remains a relevant factor, it now supports a consideration of whether there has been a fundamental change of business rather than operating as a standalone trigger. LSE will not prescribe worked examples for class test calculations, noting that Nomads have the expertise to advise AIM companies on a case-specific basis and can consult with AIM Regulation.

Increased threshold for substantial transactions (AIM Rule 12) and shareholder approval

The class test threshold for determining whether a transaction constitutes a substantial transaction under AIM Rule 12 is increased from 10% to 25%.

LSE does not propose a mandatory shareholder approval solely where a transaction exceeds 100% in any of the class tests. Instead the LSE proposes that, in relation to a substantial transaction exceeding 100% of the class tests but is not a fundamental change of business, an AIM company (via its Nomad) is expected to consult the LSE, which will consider matters on a case-by-case basis after discussion with the nominated adviser regarding the nature of the transaction. This represents a proportionate middle ground — no automatic shareholder vote, but an expectation of LSE engagement for larger transactions.

LSE has also confirmed that the profits test is being retained as an important indicator for related party transactions, particularly for emerging and growing companies, where it provides a meaningful protective function.

Non-standard director remuneration (AIM Rule 13)

Nomads are no longer required to provide a fair and reasonable opinion on non-standard remuneration, provided the Nomad is satisfied that reasonable commercial protections are in place for the AIM company.

LSE considers that a Nomad with its corporate finance experience can take a reasonable view as to whether the remuneration arrangements contain reasonable commercial protections for the AIM company. LSE has deliberately avoided being more prescriptive, noting that doing so would undermine the flexibility the rule changes are intended to provide. If the Nomad cannot reasonably satisfy itself on this point, the AIM company will be required to seek shareholder approval.

LSE has included guidance as to what constitutes standard remuneration, and the guidance regarding non-standard remuneration remains subject to the normal parameters and requirements of AIM Rule 13, including (i) the 5% class test threshold; (ii) consideration by the AIM company of the terms of remuneration in accordance with its corporate governance arrangements; and (iii) the fair and reasonable statement from independent directors of the AIM company in the transaction notification. Where there are no independent directors to provide a fair and reasonable statement in relation to non-standard remuneration, the AIM company should seek shareholder approval or the AIM company’s Nomad should contact AIM Regulation. LSE has also confirmed that where two companies transacting with each other share a common director, and one or both is an AIM company, AIM Rule 13 will continue to apply – this is a practical point for companies whose directors sit on multiple boards.

Special voting shares

Special voting shares (such as dual-class share structures) are acceptable at admission to AIM, enabling founders to retain control of the company.

LSE has not mandated a fixed time limit or sunset period, leaving it to investors to consider and make their own determination on the terms of the special shares when making their investment decision. This gives the flexibility required by founder-led and growth companies, whilst ensuring that investors can make informed decisions through disclosure of the share structure at admission.

Corporate governance disclosure (AIM Rule 26)

AIM company is no longer required to adopt, or comply or explain against, a particular corporate governance code. Instead, a recognised code should be used as a framework, and companies should focus on meaningful, proportionate governance disclosure.

LSE has clarified that the changes seek to ensure that AIM companies have the flexibility to adopt governance arrangements that are appropriate to their size, stage of development and circumstances, enabling them to use a recognised code as a framework for those arrangements. This will provide investors with the disclosure to inform their investment decision based on the AIM company’s approach to corporate governance.

Proxy advisors and third-party commentary

Voluntary disclosure provisions under AIM Rule 26 enable AIM companies to disclose details of their engagement with proxy advisers, whether on the company’s website or via a regulatory notification. Separately, AIM companies have a voluntary ‘right of reply’ in response to third-party commentary, speculation or criticism published on bulletin boards or through social media, giving AIM companies agency to address potentially misleading or abusive commentary without any inference being drawn from an AIM company’s decision not to respond.

Revised disclosure obligations (AIM Rule 11)

AIM Rule 11 is no longer a disclosure rule and UK MAR provides the ongoing disclosure obligation for quoted companies across all UK markets, including AIM.

LSE points out that (i) it is valuable for an AIM company (when considering UK MAR) to seek Nomad’s view on whether a change or development has market impact; and (ii) r Nomad is not responsible for an AIM company’s compliance with its disclosure obligations, this position remains unchanged.

Attracting international companies: the ’Express Market’ route

New ‘Express Market’ admission route for international companies, designed to provide a tailored, proportionate and accelerated pathway to AIM, is confirmed.

However, a significant amendment has been made to address consistency with the FCA rules made pursuant to Public Offers and Admission to Trading Regulations 2024 (POATRs).

The definitions of ‘Express Market’ and ‘express applicant’, as well as the proposed eligibility criteria, remain largely as consulted upon.

Where an Express Market is included within the FCA’s definition of a “specified markets” and the applicant is seeking to admit securities of the same class already admitted there, the eligible ‘express applicant’ will not be required to produce an AIM admission document.

However, where the relevant ‘express applicant’ (i) is admitted to an ‘Express Market’ that does not fall within the definition of “specified markets”; or (ii) the securities an ‘express applicant’ is seeking to admit to trading on AIM are not of the same class that are already admitted to trading on such an ‘Express Market’, it will be required to prepare some limited information for a simplified AIM admission document is required containing only the information required under Regulation 23 of POATRs and the AIM “buyer beware” wording.

The required length of prior admission to an ‘Express Market’ has also been reduced from four years to three years. This preserves the policy objective of a streamlined international route while ensuring compliance with the broader UK regulatory framework.

Next steps

Whether you are an existing AIM company, a company considering an AIM listing or an adviser to AIM issuers, our Corporate team is well placed to guide you through the implications of these changes.