UK: Proposed changes to the AIM Rules

Why should I read this?

On 4 June 2026, the London Stock Exchange (the Exchange) published two consultation papers and accompanying draft rules proposing significant amendments to the AIM regulatory framework:

• AIM Notice 62: proposed amendments to the AIM Rules for Companies (the AIM Rules) and the AIM Disciplinary Procedures and Appeals Handbook; and
• AIM Notice 63: proposed amendments to the AIM Rules for Nominated Advisers, together with a new Nominated Adviser Technical Note.

The proposals build on the Exchange’s November 2025 feedback statement and would amount to a substantial recasting of the AIM Rules. If implemented, they aim to make AIM admission more flexible, reduce some ongoing compliance burdens and give companies greater latitude in areas including fundraising, acquisitions and governance. This update highlights the main proposed changes to the AIM Rules for Companies only.

Key proposed changes

1. Admission to AIM

Removal of the working capital statement

The Exchange proposes to remove the requirement for a working capital statement in the AIM admission document. For many applicants, this is likely to be one of the most significant proposed changes, as it should reduce the cost and timetable for IPOs. Instead, applicants would need to disclose the capital resources available to them, their financial obligations and any expected fundraising needs over the following 12 months. The Exchange notes that comparable international markets do not always require a working capital statement and that the Main Market now permits qualified working capital reports. Supplementary financial information, including going concern statements from prior audited accounts, would remain available to investors.

In practical terms, this should make AIM IPOs easier and cheaper to execute by removing the need for a formal accountant's working capital report.

Accounting standards

Under the proposed changes, UK-incorporated AIM companies could use UK GAAP (FRS 102) instead of IFRS. Other local GAAPs may also be permitted where IFRS equivalency is demonstrated. This addresses feedback about the cost of IFRS conversion, particularly for smaller companies.

Incorporation by reference

AIM applicants will be able to incorporate information by reference in admission documents, subject to new guidance, reducing the length and cost of admission documents by avoiding reproduction of publicly available information.

Lock-in arrangements (AIM Rule 7)

The proposals clarify the guidance to AIM Rule 7 in two important respects:

• The Exchange has no power to enforce lock-in arrangements — these are contractual arrangements between the AIM company and the relevant parties; and
• A sell-down in the first 12 months post-admission will be permitted in limited circumstances: (i) transfers between spouses or into a pension plan; (ii) intra-group transfers; and (iii) in the event of financial hardship.

2. Fundraising and capital access

The Exchange proposes a new mechanism to support AIM fundraisings. An AIM company carrying out an equity fundraising could voluntarily request a temporary suspension (a Capital Access Window) while it negotiates the transaction. For issuers, this could be a useful tool to manage the process more closely and approach a broader investor base, including retail investors. The Exchange would consider requests on a case-by-case basis and does not propose a fixed duration, although it expects these periods to be short. The company would need to notify the market when it enters and exits a Capital Access Window.

If taken forward, this could become an important new fundraising tool, particularly for smaller AIM companies. It may help issuers manage market volatility during an equity raise and support broader investor participation.

3. Supporting acquisitions

Reverse takeovers

Reflecting current policy, the proposals narrow the circumstances in which an acquisition would be treated as a reverse takeover. An acquisition would no longer be classified as a reverse takeover simply because it exceeds 100% in the class tests. Instead, that classification would be reserved for transactions involving a fundamental change to the company’s business, board or voting control. If there is no such fundamental change, the transaction would instead be considered under AIM Rule 12 (a substantial transaction), although shareholder approval may still be required.

The Exchange also proposes that there would be no automatic suspension where a reverse takeover is in contemplation if the Nomad is satisfied that appropriate alternative disclosure can be made.

Where completion (and admission) is delayed after shareholder approval, no supplementary admission document would be needed unless there is a significant new factor, material mistake or material inaccuracy; instead, the company would notify key developments.

Option agreements would not, of themselves, be treated as a reverse takeover in contemplation where exercise is at the company’s discretion, remains sufficiently remote and is unlikely to produce a fundamental change.

Changes to class tests 

Under the proposals:

• The Gross Capital test may be pro-rated for investing companies making acquisitions in line with their investing policy (where the acquisition does not result in control or consolidation).
• The Profits test will only need to be calculated for AIM Rule 13 (related party transactions), not for determining substantial transactions.
• Where both numerator and denominator are zero, the class test result may be disregarded.

The class test threshold for substantial transactions (AIM Rule 12) is being increased from 10% to 25%, aligning with the Main Market.

4. Greater flexibility for innovative and growing companies

Non-standard director remuneration (AIM Rule 13)

Nomads will no longer need to provide a fair and reasonable opinion on non-standard director remuneration where they are satisfied that contractual terms provide reasonable commercial protections. Where there is uncertainty, the matter should be put to a shareholder vote.

Special voting shares

Special voting shares (dual class share structures) will be permitted at admission, enabling founders to retain control. This aligns with the Main Market approach. The shares must be subject to constitutional protections, including restrictions on transfer of voting rights and exclusion from voting on remuneration, related party transactions involving the holders, and cancellation of admission.

5. Corporate governance and disclosure

Governance disclosure (AIM Rule 26)

The current comply-or-explain requirement against a recognised governance code would be replaced with a more flexible model. AIM companies would still use a recognised code as their framework, but disclosure would focus on five core areas: board composition, directors’ roles and responsibilities, remuneration and performance, risk and controls, and investor relations.

For AIM companies, this should allow more flexibility in how governance arrangements are described, while still requiring structured disclosure in the areas investors regard as most important.

Proxy adviser engagement

New voluntary disclosure provisions would allow AIM companies to disclose details of their engagement with proxy advisers, either on their AIM Rule 26 website page or by notification. The proposals also set out a framework for that disclosure. The Exchange has asked for feedback on whether this should become mandatory.

Third party commentary — right of reply

New provisions recognise that unregulated third-party commentary, for example on bulletin boards and social media, can be misleading and harmful. AIM company notifications would be expressly recognised as the authoritative source of information. A voluntary right of reply mechanism would allow AIM companies to respond to third-party commentary. If an AIM company does not exercise that right, this would not be treated as acceptance of the commentary.

6. Removal of AIM Rule 11 (disclosure of price sensitive information)

The current AIM Rule 11, which overlaps significantly with UK MAR, would be removed. A new AIM Rule 11 would instead focus on the Nomad’s role in assessing the market impact of developments in the company’s business. In practice, AIM companies would need to ensure that internal systems and escalation procedures are robust enough to identify relevant developments early and keep the Nomad closely informed. The AIM company must:

• have systems, procedures, resources and controls to monitor and identify changes or developments with material impact;
• keep its Nomad updated on a timely basis;
• seek and have due regard to the Nomad’s view on market impact when considering MAR disclosure obligations; and
• provide information the Nomad reasonably requests.

If the Nomad considers a development likely to have market impact but the company decides not to announce it (and no UK MAR safe harbour applies), the company and/or its Nomad would need to inform the Exchange immediately.

The Exchange would retain its existing powers to require disclosure under AIM Rule 22 and to refer potential UK MAR issues to the FCA.

7. International companies — new admission routes

The current AIM Designated Market route would be replaced with a new Express Market route, designed to open AIM to a broader range of international companies from jurisdictions that meet IOSCO standards.

For certain Main Market applicants that have traded on the Main Market for at least four years, the process would be streamlined, with no requirement to submit a draft Schedule One announcement.

A new route would also be introduced for companies seeking simultaneous admission to both an Express Market and AIM. Those companies could rely on the document prepared for Express Market admission, subject to limited additional AIM-specific content requirements, which should help simplify execution. A minimum fundraise of £6 million (or equivalent) would be required, and AIM Rule 7 lock-ins would continue to apply.

8. Buyer beware

The Exchange proposes to amend the introduction to the AIM Rules to state expressly the nature of AIM’s "buyer beware" model, including that investors are responsible for assessing the risk profile of companies and must take full responsibility for their investment decisions.

Next Steps

The consultation closes on 2 July 2026. If implemented in broadly the form proposed, these changes would be important for companies considering an AIM IPO, existing AIM issuers planning transactions or fundraisings, and advisers to AIM companies.