(Re)shaping the future of AIM: proposed changes to the AIM Rules for Companies

The London Stock Exchange (“LSE”) has published its long-awaited consultation paper setting out proposed amendments to the AIM Rules for Companies (“AIM Rules”) in AIM Notice 62. The proposed amendments follow from the Feedback Statement published in November 2025 and are open for responses until close of business on 2 July 2026. 

The proposed AIM Rules are available on the LSE’s website under the AIM Notices section (link here).

The LSE has also published a consultation paper on the AIM Rules for Nominated Advisers (“Nomad Rules”) in AIM Notice 63, which falls outside the scope of this briefing.

Some of the changes below are already being applied as updated LSE policy since the Feedback Statement; these are now being formalised in the proposed rules (and are marked below as “Current LSE Policy”). All other proposed changes are new and subject to the outcome of the consultation.

Key takeaways

The key proposed changes are as follows:

• The working capital statement requirement in the admission document is removed. In its place, applicants must disclose their capital resources, financial obligations, and 12-month fundraising needs.
• A new “Capital Access Window” enables AIM companies to request a voluntary temporary suspension during an equity fundraise, opening the door to broader (including retail) investor participation.
• The class test threshold for substantial transactions increases from 10% to 25%, aligning AIM with the Main Market and significantly reducing the number of transactions requiring formal disclosure.
• Exceeding 100% on class tests alone will no longer automatically classify an acquisition as a reverse takeover — a fundamental change in business, board, or voting control is required.
• A new Express Market route replaces the AIM Designated Market route, offering a faster, broader admission process for international companies.
• Explicit buyer-beware language will be embedded in the AIM Rules, and admission documents must carry a prominent bold disclosure on the first page stating that AIM is a “buyer-beware” market.

The proposed changes are welcome and represent a clear statement of intent to reposition AIM as a genuinely differentiated growth market, as we approach the second-year anniversary of the overhaul of the UK Listing Rules. Taken together, they should reduce friction for acquisitive companies, lower the cost of admission, and attract a broader range of international and founder-led businesses. 

Further details on the proposed changes are set out below.

1. Reduce unnecessary burdens relating to admission

To address unnecessary burdens in producing an AIM admission document, the LSE proposes the following: 

1. Removing the working capital statement – The working capital statement requirement in the admission document will be removed. In its place, applicants must disclose: (i) material capital resources available; (ii) material financial commitments and obligations; (iii) the proposed use of proceeds of any fundraising on admission; and (iv) the directors’ reasonable opinion of fundraising needs over the next 12 months. The LSE considers this will give investors more meaningful, qualitative data than the current narrow absolute statement.
2. Expanding accepted accounting standards (Current LSE Policy) – UK-incorporated AIM companies will be able to use UK GAAP (FRS 102) instead of IFRS. Other local GAAPs may also be permitted where IFRS equivalency is demonstrated (per guidance to AIM Rules 18 and 19).
3. Permitting incorporation by reference (Current LSE Policy) – AIM companies will be able to incorporate information by reference, subject to new guidance notes to AIM Rules 4 and 28.
4. Permitting a sell down under lock-in arrangements (Current LSE Policy) – The guidance to AIM Rule 7 will be amended to allow a sell down in the first 12 months post-admission in three limited circumstances: (i) transfers between spouses or into a pension plan; (ii) intra-group transfers; or (iii) in the event of financial hardship. The LSE has also clarified that lock-in arrangements are contractual in nature and that the LSE has no remit to enforce them.
5. No AIM admission document for a second line of securities – This change was already implemented on 19 January 2026 as part of the Public Offer and Admission to Trading Regulations (“POATR”) changes. The LSE has included further guidance to AIM Rule 27 to support the position.

The LSE is also currently working to redesign the AIM admission document with a view to modernising, simplifying and streamlining the admission process, to make it more user-friendly and proportionate. The LSE will launch a separate consultation on the contents of an AIM admission document in due course.

2. Enable easier fundraising and retail participation

As part of their growth journey, AIM companies need to access capital from a broad investor base quickly and effectively. The LSE proposes a new “Capital Access Window” - a voluntary temporary suspension that an AIM company can request when undertaking an equity fundraise. During the suspension period, the company may approach a broader investor base, including retail investors, while managing market volatility in its securities. The LSE will assess requests on a case-by-case basis and has not proposed a fixed duration, allowing flexibility. 

This is an interesting proposal which helps differentiates AIM from the Main Market, as well as other growth markets.

3. Support acquisition activity

To support strategic acquisitions by AIM companies, the LSE proposes the following:

1. Narrower scope for reverse takeovers (Current LSE Policy) – An acquisition which exceeds 100% in the class tests but does not represent a fundamental change in business, board and/or voting control will be classified as a substantial transaction, not a reverse takeover. AIM Rule 12 will be updated to reflect that such substantial transactions may require shareholder approval. 
2. No automatic suspension (Current LSE Policy) – Nominated advisers will be able to request that an AIM company is not suspended upon announcing a reverse takeover in contemplation, where the nominated adviser is satisfied that appropriate alternative disclosure can be made. This is intended to preserve an orderly market through disclosure rather than suspension.
3. No supplementary admission document – Where there is a delay between shareholder approval of a proposed reverse takeover and completion, a supplementary AIM admission document will not be required if there is no significant new factor, material mistake or material inaccuracy under POATR. In such cases of delay, the AIM company should notify key developments and updates that have occurred since shareholder approval so that the market remains properly informed. 
4. Treatment of option agreements – The LSE will not regard the mere entering into of an option agreement as triggering the requirement to announce that a reverse takeover is in contemplation, where: (i) the option is exercisable solely at the AIM company’s discretion; (ii) the likelihood of exercise is sufficiently remote; and (iii) when the option is exercised, it is unlikely to result in a fundamental change to the AIM company’s business, board and/or voting control. This avoids triggering AIM Rule 14 requirements at a point where the acquisition remains contingent and remote.
5. Changes to the class tests (Current LSE Policy) – The LSE proposes to simplify the operation of the class tests in Schedule Three:
   1.  Gross Capital test – may be pro-rated for investing companies undertaking acquisitions in line with their investing policy (where the acquisition does not result in control or consolidation);
   2. Profits test – will only need to be calculated for the purpose of AIM Rule 13 (related party transactions); and
   3. Zero/zero calculations – where both the numerator and denominator are zero, the class test result may be disregarded.
6. Changes to substantial transaction rules – The LSE proposes to amend AIM Rule 12 to increase the class test threshold for determining whether a transaction constitutes a substantial transaction from 10% to 25%, aligning AIM with the Main Market. This is a material change for acquisitive AIM companies. Many routine bolt-on acquisitions that currently trigger Schedule Four disclosure will fall below the new 25% threshold, reducing the administrative burden.

4. Provide greater flexibility for innovative and growing companies 

To provide AIM companies, in particular founder-led companies, greater flexibility to operate their businesses in a manner most appropriate for them while protecting market integrity, the LSE proposes the following:

1. Non-standard director remuneration (Current LSE Policy) – Nominated advisers will not need to provide a fair and reasonable opinion on non-standard director remuneration where they are satisfied that contractual terms provide reasonable commercial protections for the AIM company (such as good leaver/bad leaver provisions). Where there is uncertainty as to whether reasonable commercial protections have been provided, this should be resolved by putting the transaction to a shareholder vote. 
2. Special voting shares (Current LSE Policy) – Dual class share structures will be acceptable at admission to AIM to enable founders to retain control.  This is based on the Main Market’s experience with such structures and is intended to remove a key barrier to admission for founder-led businesses.

5. Allow greater agency for companies

Corporate governance disclosure

The LSE recognises that the current “comply or explain” regime has resulted in many companies feeling compelled to comply with standardised governance provisions rather than genuinely explain their approach. The LSE further notes that a “one size fits all” requirement to adopt a particular code is not appropriate for AIM. 

Amendments to AIM Rule 26 will clarify that an AIM company is not required to adopt or comply or explain against a particular corporate governance code. Instead, a recognised code may be used as a framework for the company’s consideration of its governance approach. 

To support investors’ understanding of an AIM company’s corporate governance, the LSE has set out five key areas for disclosure: (i) board composition; (ii) directors’ roles and responsibilities; (iii) remuneration and performance; (iv) risk and controls framework; and (v) approach to investor relations.

The Quoted Companies Alliance (“QCA”) has published its response to the LSE’s proposals, raising concerns about the drafting of the new AIM Rule 26 and reinforcing that the QCA Code already champions a flexible approach to governance that is not “one size fits all”. The QCA cautions that the proposed changes “could instead lead to a loss of confidence among investors”. It will be important to monitor how the market responds to this proposal.

Proxy adviser engagement

The LSE proposes to give AIM companies agency to voluntarily disclose engagement with proxy advisers so that shareholders may understand the nature of the engagement. Changes are proposed to AIM Rule 26 to give AIM companies the opportunity (but not the obligation) to voluntarily disclose details of proxy adviser engagement either on its AIM Rule 26 website page, or via a notification. The LSE has included suggestions on what to include for such disclosure and welcomes any feedback as to whether the voluntary framework should be mandatory.

Third party commentary

The LSE proposes to highlight in the introduction to the AIM Rules that an AIM company’s notifications are the authoritative source of information as they are subject to legal and regulatory liability and remedies. In this way, the LSE hopes that investors should therefore appreciate the risk of reliance on information from bulletin boards and other third-party commentary that is often unauthorised and unregulated. 

The LSE also proposes to give AIM companies a voluntary “right of reply”, which means an AIM company can, if it chooses, respond to any third-party commentary, speculation or criticism, although where an AIM company does not use the right to reply, the LSE emphasises that this should not be construed as agreeing with or accepting of such commentary. 

The LSE notes feedback from investors that AIM companies could mitigate the opportunity for such external commentary by providing more detail in trading updates, such as more factual details of performance rather than referring to performance being “in line with expectations”. AIM companies and their nominated advisers should therefore have regard to this feedback when drafting notifications and trading updates. 

6. Attract international companies and ease of transfer for Main Market companies

To support accelerated admission to AIM for companies from a broad range of international jurisdiction, the LSE proposes to update the current AIM Designated Market (“ADM”) route for international companies, as follows:

1. Express Market route - The current ADM route will be replaced with a new “Express Market” route to make AIM more accessible to international publicly listed companies operating in regulated jurisdictions recognised as comparable based on IOSCO principles. For such companies, the Schedule One Announcement gazetting period will be reduced to three clear business days and AIM Rule 7 lock-ins will not apply.
   
   There will also be an accelerated admission process for certain Main Market companies that already have an established public-market track record on a UK regulated market. Such Main Market applicants will not need to submit a draft Schedule One Announcement. 
    
2. Dual market applicant admission route - A new dual market applicant admission route will be introduced for companies seeking simultaneous admission to an Express Market and AIM. Such companies will be able to rely on the documentation prepared for admission to an Express Market for the purposes of its AIM admission. A dual market applicant will therefore not need to comply with the full admission document requirements (in Schedule Two, Part One) but will be subject to limited specific content requirements (in Schedule Two, Part Two). Dual market applicants will be required to raise at least £6 million (or equivalent) as part of an initial public offer. 

7. Refocusing the nominated adviser role and removing duplicative disclosure

The LSE proposes to remove the current AIM Rule 11 disclosure obligation on price sensitive information. Given that AIM companies are already subject to the disclosure obligations under UK MAR, the rule is duplicative. A new AIM Rule 11 is proposed which focuses on the nominated adviser’s role in applying its public market corporate finance experience to help AIM companies understand the potential market impact of developments in their business when considering their UK MAR obligations. 

The LSE also recognises that over time, market practice has developed so that the nominated adviser’s role has become heavily compliance-focused rather than being predominantly focused on the provision of corporate finance advice. Accordingly, the LSE will publish a Nominated Adviser Technical Note which sets out its expectations in respect of certain of the nominated adviser’s responsibilities and an update to the Nomad Rules to reflect consequential changes (contained in AIM Notice 63). 

8. Buyer beware

The LSE proposes amendments to the introduction to the AIM Rules to explicitly set out the nature of AIM’s buyer-beware model. Investors must consider the risk profile of specific investments and take full responsibility for their investment decisions.

Additionally, admission documents will be required to include a prominent, bold-text disclosure on the first page stating (among other things) that “AIM is a buyer beware market” and that investors are responsible for considering the risks of investing in AIM companies. This represents a significant practical change for companies preparing admission documents.

9. Further amendments and administrative updates

Other changes include:

1. 5-year records – AIM companies must maintain a record of any findings or disciplinary actions taken by the LSE for a minimum of 5 years to facilitate a more efficient handover where an AIM company changes its nominated adviser.
2. Retiring Inside AIM guidance – Any Inside AIM guidance that remains relevant will be incorporated into the new AIM Rules (and associated guidance notes).
3. Extended timeframe to appoint a replacement nominated adviser – AIM Rule 1 will be amended so that an AIM company has six weeks instead of four to appoint a replacement nominated adviser, to allow the parties more time for due diligence. 
4. AIM Rule 17 – Clarification that compliance with the relevant UK Listing Rules disclosure requirements for share buybacks will satisfy the AIM Rule 17 requirement to notify “without delay”.
5. Directorship disclosure – The disclosure of directorships in Schedule Two, Part One will be clarified to exclude directorships held within subsidiaries and/or group companies.
6. Block admissions – The requirement for a six-monthly return in relation to block admissions will be removed, aligning the position with the Main Market.

If you have any questions regarding this briefing, please reach out to any of the key contacts listed above, or your usual CMS contact.