On 4 June 2026, the London Stock Exchange (the “Exchange”) published AIM Notice 62, setting out proposed amendments to the AIM Rules for Companies as part of its wider "Shaping the Future of AIM" programme.
The consultation builds on the earlier discission paper and feedback statement published during 2025 (read more on those publications here and here). The overarching themes are to:
- differentiate AIM from the Main Market;
- reduce unnecessary regulatory burdens;
- better facilitate transactions and fundraisings;
- enable founder-led, innovative growing companies;
- attract international companies; and
- leverage the corporate finance expertise of nominated advisers.
Comments on the proposals are invited by close of business on 2 July 2026. We discuss the key proposals below.
1. A leaner admission process
The Exchange acknowledges that the AIM admission document has become increasingly complex and resource-intensive. A more fundamental redesign is to follow under a separate consultation, but in the meantime a number of targeted changes are proposed:
Working capital statement removed. The directors' working capital statement, supported by an accountant's report covering 12 months from admission, will be replaced by a disclosure-based regime. Applicants will instead disclose details of available capital resources, financial obligations and proposed 12-month fundraising needs, supplemented by going-concern statements from past audited accounts.
Wider choice of accounting standards. UK-incorporated AIM companies may use UK GAAP (FRS 102) instead of IFRS, and other local GAAPs may be permitted where IFRS equivalency is demonstrated. This codifies the policy approach the Exchange has applied since the Feedback Statement. However, it remains to be seen if and how investor expectations adjust to any rule change in this regard.
Incorporation by reference. New guidance to AIM Rules 4 and 28 will formalise the current approach of incorporating information by reference rather than reproducing material that is already publicly available, with a view to reducing cost and length of an admission document.
Lock-ins (AIM Rule 7). Guidance is being clarified to confirm that the Exchange does not enforce lock-in arrangements (these being contractual matters between the company and the relevant parties), and to permit limited sell-downs during the first 12 months post-admission for transfers between spouses or into pension plans, intra-group transfers, or cases of genuine financial hardship. This is also designed to reflect the Exchange’s current policy approach.
Second line of securities. Reflecting changes already made on 19 January 2026 in connection with the Public Offer and Admission to Trading Regulations (“POATR”), no admission document will be required for the admission of a second line of securities - this will be supported by fresh guidance to AIM Rule 27.
2. Buyer beware
The introduction to the AIM Rules would be expanded to explicitly articulate AIM's "buyer beware" model, underscoring investor responsibility for assessing risk.
Indeed, the Exchange plans to goes as far as requiring prominent disclosure on the first page of every admission document stating that “AIM is a buyer-beware market”.
3. Capital Access Window for fundraisings
In order to give AIM companies greater control over their fundraising processes and to facilitate participation by a broader investor base (including retail investors), the Exchange proposes a new "Capital Access Window" mechanism allowing an AIM company undertaking an equity fundraising to request a voluntary temporary suspension prior to launching that fundraise. The Exchange will consider requests case by case and is deliberately not prescribing a fixed duration, leaving flexibility to the AIM company (with the expectation that securities will return to trading as soon as practicable).
The mechanism represents a potential step change in the UK capital markets framework. If adopted, it will be interesting to see how market practice develops – as routine voluntary suspensions (or trading halts) are currently features of other exchanges, such as those in Australia and Belgium.
4. Reverse takeovers and other acquisitions
A number of practical changes are proposed to AIM Rule 14 and the class tests, largely codifying current policy:
Reverse takeover trigger. An acquisition will no longer be classified as a reverse takeover solely because it exceeds 100% under the class tests. Rule 14 will instead capture acquisitions that are substantively transformative, i.e. those involving a fundamental change to the AIM company's business, board and/or voting control. Acquisitions over 100% that do not meet that threshold will be treated as substantial transactions under AIM Rule 12, with disclosure calibrated to investor needs and potentially subject to shareholder approval.
No automatic suspension on early notification. Where a reverse takeover in contemplation has to be announced prematurely (e.g. following a leak), guidance to Rule 14 will allow the nominated adviser to request that the AIM company is not suspended, provided appropriate alternative disclosure can be made.
Delays between approval and completion. A supplementary admission document will not be required where there is no significant new factor, material mistake or material inaccuracy under POATR; updates will instead be addressed by notification.
Option agreements. Entering into an option agreement will not, of itself, be treated as a reverse takeover in contemplation provided that:
- the option is exercisable only at the AIM company's discretion;
- the likelihood of exercise is sufficiently remote; and
- (when exercised) exercise is unlikely to result in a fundamental change to the AIM company.
Substantial transactions threshold raised. AIM Rule 12 will be amended to align with the Main Market by raising the class-test threshold for a "substantial transaction" from 10% to 25%. This is a meaningful change for many growing AIM companies and should reduce the volume of mid-sized transactions that currently require a formal announcement.
Class tests. The Gross Capital test may be pro-rated for investing companies acquiring in line with their investing policy (where no control or consolidation results); the Profits test will only need to be calculated for AIM Rule 13 purposes; and a class test result may be disregarded where both numerator and denominator are zero.
5. Greater flexibility for founder-led companies
Two proposed changes are particularly relevant for founder-led and innovative businesses:
Non-standard director remuneration (AIM Rule 13). Nominated advisers would not be required to provide a fair and reasonable opinion on non-standard director remuneration arrangements where they are satisfied that contractual terms provide reasonable commercial protections. Where there is any uncertainty, the matter should be put to a shareholder vote.
Special voting shares at admission. Dual-class share structures would be acceptable on admission to AIM, drawing on Main Market experience, allowing founders to retain control through the transition to public-market life.
6. Governance disclosure, proxies and third-party commentary
Guidance to AIM Rule 26 will confirm that AIM companies are not required to adopt (or "comply or explain") against any particular corporate governance code. Instead, governance disclosure should focus on five areas investors have identified as priorities: board composition, directors' roles and responsibilities, remuneration and performance, risk and controls, and investor relations. This proposed move drew an immediate response from the QCA, who raised concerns that flexibility benefits ought not take preference over matters that could result in investors losing confidence in AIM companies’ governance arrangements.
AIM companies will be given the option (but not the obligation) to disclose details of engagement with proxy advisers, either on their Rule 26 webpage or via a notification. The Exchange is also seeking views on whether this should ultimately be made mandatory.
To address concerns about bulletin-board and social-media commentary, the introduction to the AIM Rules will be amended to emphasise that AIM company notifications are the authoritative source of information. AIM companies will also be given a voluntary "right of reply" to respond to third-party commentary, speculation or criticism, with guidance confirming that a decision not to respond should not be taken as agreement with such commentary.
7. International applicants: Express and Dual Market routes
The current AIM Designated Market (“ADM”) route will be replaced with a new "Express Market" route open to companies admitted to comparable IOSCO-aligned regulated markets. The Express Market route offers a reduced 3 clear business day Schedule One gazetting period, disapplication of AIM Rule 7 lock-ins, and (for Main Market applicants) no requirement to submit a draft Schedule One Announcement. New eligibility criteria focused on maturity, stability and an established public-market track record will apply.
8. Nominated adviser role and AIM Rule 11
The current AIM Rule 11 will be removed on the basis that it duplicates obligations under UK MAR. A new AIM Rule 11 will instead focus on the value of the nominated adviser's public-market expertise in helping the AIM company assess the market impact of business developments and, in turn, its UK MAR disclosure obligations. The hope is that this provides single standard for both nominated advisers and AIM companies, assisting both in the discharge of their responsibilities.
The Exchange retains its powers under AIM Rules 22 and 23 to require disclosure and to make referrals to the FCA.
9. Other administrative changes
Other proposed administrative changes include:
- Measures to Maintain Standards of Compliance and Conduct: AIM Rule 42 and the Disciplinary Handbook will be clarified and updated, with references to available sanctions moved into the Handbook and minor procedural changes made; AIM companies must keep a record of any Exchange findings or disciplinary actions for at least 5 years to ensure efficient handover when changing nominated advisers; and, AIM Rule 22 (communication with the Exchange) has been updated for language consistency across all Exchange rulebooks;
- retiring "Inside AIM" (with relevant guidance brought into the AIM Rules);
- extending the period to appoint a replacement nominated adviser from one month to six weeks;
- AIM Rule 17 - aligning the share buy-back notification requirements with the UK Listing Rules;
- Schedule Two, Part One (g)(ii) - clarifying that the disclosure of directors' other directorships excludes positions held in subsidiaries or group companies; and
- removing the requirement for a 6-monthly return in relation to block admissions.
Next steps
Taken together, the proposals represent a meaningful recalibration of AIM's regulatory framework, with the dual aim of reducing friction for issuers and aligning AIM more closely with current Main Market practice and the UK MAR regime.
AIM companies and their advisers should consider how the proposed changes will affect existing transactions, governance arrangements and planned fundraisings, and whether to engage with the Exchange during the consultation period, which closes on 2 July 2026.
We would be happy to discuss the implications of any of the proposed changes for your business. Please contact our team, whose details can be found below.
