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Shaping the Present as well as the Future of AIM: the London Stock Exchange publishes its Feedback Statement
On 21 November 2025, the London Stock Exchange (the "LSE") published its Feedback Statement which summarises the key feedback it received on its earlier Discussion Paper: Shaping the Future of AIM (our summary of which can be found here) and sets out a roadmap for the reform and future developments of AIM.
The feedback reaffirmed AIM’s continued importance within the UK’s capital market landscape and highlighted the opportunity for AIM to support the next generation of growth companies. However, consensus focused on the need for AIM to reposition itself if it is to clearly distinguish itself from the Main Market following its own reforms.
In addition, the LSE has announced its intention to consult separately on several proposed changes to the AIM Rule and the role of the nominated advisers in H1 2026. In the meantime, a series of immediate adjustments will be implemented either by derogation request (which will be considered by a case-by-case basis) or by updates to existing guidance.
Immediate Key Changes
The key developments are set out below:
Dual Class Share Structures
Dual class share structures in line with current Main Market requirements will be accepted for prospective AIM companies. The LSE has recognised that dual class share structures should be a feature of AIM as these structures are designed to encourage entrepreneurs to take their companies public.
Director’s Remuneration
Nominated advisers will no longer be required to provide a "fair and reasonable" view on directors’ remuneration, provided they are satisfied that the contractual terms for remuneration which are not part of the standard remuneration package- such as good leaver/bad leaver terms- provide reasonable commercial protections for the company.
Reverse Takeovers
Where a nominated adviser can demonstrate to AIM Regulation that an acquisition exceeding 100% of the class tests does not fundamentally change the business, AIM Regulation may determine that an acquisition is a substantial transaction (pursuant to AIM Rule 12) and not a reverse takeover so an admission document will not be required. However, the LSE notes that pending rule changes, shareholder approval may be required for such a substantial transaction.
Additionally, where both parties in a reverse takeover are publicly traded companies, subject to the availability of public information, AIM Regulation will consider whether alternative disclosures could be included in an admission document, instead of the full Schedule Two requirements.
Furthermore, AIM regulation will consider not imposing an automatic suspension of trading if a reverse takeover is in contemplation, where it can be demonstrated that appropriate alternative disclosure can be made.
Significant Transactions and Class Tests
Having noted that AIM should not be more onerous than the Main Market, the LSE has proposed (i) amendments to increase the class test threshold for substantial transactions (AIM Rule 12) from 10% to 25%; (ii) the removal of the Profits class test (except for related party transactions); and (iii) permitting a pro-rata Gross Capital class test for investing companies where the acquisition does not result in control and/or consolidation. Derogations from the class tests can be requested pending formal redrafting of the AIM Rules.
Admission Document and Content Requirements
Historical Financial Statements - the LSE will consider derogation requests from nominated advisors for historical financial information to be incorporated by reference, provided that information is readily available to investors and will remain so on an ongoing basis.
Accounting Standards – recognising that UK GAAP (FRS 102) is the accounting standard commonly used by UK companies, derogation requests will be considered to enable the use of UK GAAP (FRS 102), as well as other local accounting standards on a case-by-case basis where equivalency to IFRS can be explained.
Secondary issues – Pending changes to the AIM rules, the LSE will consider derogation requests from nominated advisors to dispense with the publication of an admission document for the admission to trading of a second line of securities.
Further issues – following the introduction of the new public offers and admissions to trading regime in January 2026, no admission document is required for further issues.
Potential Future Changes
In addition to the above, the LSE has confirmed that it will be carrying out further review in respect of the following:
Disclosure Obligations
The LSE is considering revisions to the general disclosure rule under AIM Rule 11 to address feedback that many are duplicative of the UK MAR disclosure regime, while ensuring that nominated advisers remain involved with respect to disclosure.
The Role of the Nominated Adviser
The LSE is seeking to restore the nominated adviser’s primary role as a strategic adviser focused on corporate finance, rather than serving as a compliance function. To further reflect the nominated adviser’s importance in the adviser model, its involvement in the Qualified Executive approval process will be expanded. The LSE will be engaging with firms on a new technical note in H1 2026 to help reset the expectations for the nominated adviser role.
Admission Document
The AIM admission document is to be redesigned to be more proportionate and user-friendly for both companies and investors, including a reconsideration of the inclusion of a working capital statement and the introduction of incorporation by reference. Feedback showed support for an admission document that simplified and focused on the material disclosures that are of interest to investors.
Secondary Market Trading
The LSE is evaluating the secondary market trading infrastructure, with the possibility of introducing trading halts for secondary fundraisings to reduce transaction risks and to enable more open discussions with the wider group of potential investors which would not normally be wall-crossed. As part of its review, the LSE will evaluate the approach taken in international markets and the process an AIM company and its nominated adviser would need to follow to request a trading halt.
Digital Prescence
The LSE is looking to enhance AIM’s digital presence and create marketing tools and resources for all stakeholder to support their route to AIM.
Governance
The LSE has also set out the detail behind its ongoing engagement with the UK Government and other regulators to ensure and promote AIM’s future growth, which includes:
- Discussions with the government and industry to ensure sufficient capital flow into AIM companies and for an increased pension fund allocation to AIM companies;
- Engagement with the FRC on the issue of AIM companies’ audit costs to ensure that they are more proportionate;
- Engagement with nominated advisers to understand the feedback they receive from their AIM clients on whether the proxy advisers are abiding by the FRC's new reporting expectations for proxy advisers set out in the UK Stewardship Code. The LSE will share these with the FRC and also consider on providing a voluntary disclosure framework for AIM companies to disclose the engagement that they have had with proxy advisers;
- Working with the QCA to consider whether the current approach to corporate governance for AIM achieves the correct balance for issuers and investors; and
- Discussions with the FCA on bulletin board users’ responsibilities under the UK’s market abuse regime and developing a proportionate and streamlined sustainability reporting framework.
Next Steps
It is expected that the LSE will publish a further consultation on the AIM Rule changes and a new technical note for nominated advisers in the first half of 2026. Stakeholders are encouraged to capitalise on the immediate regulatory flexibilities which have been announced, as well as to actively participate in further consultations aimed at shaping and restoring AIM’s competitiveness and relevance.
If you have any questions about the Feedback Statement or would like to discuss its potential impact and any opportunities, please contact our team at: SHCapitalMarkets@stephensonharwood.com.
