A summary for directors of AIM companies and proposed AIM companies – June 2026

Introduction

On 4 June 2026 the London Stock Exchange published AIM Notice 62, a consultation proposing a substantial package of amendments to the AIM Rules for Companies. Responses are invited until 2 July 2026, after which final rules will follow. These are therefore proposals and are not yet in force — although several already reflect positions the Exchange has been applying in practice. The Notice carries forward the agenda set by the Exchange’s November 2025 Feedback Statement, “Shaping the Future of AIM”.

The Notice sets out a number of proposed changes to the AIM Rukes, but this note focuses primarily on six proposed changes that we consider to be of particular practical importance to boards of AIM companies and companies proposing to join AIM i.e.: the removal of the working capital statement; the ability to incorporate information by reference; the new Capital Access Window; the change to the reverse-takeover treatment of acquisitions; the new Express Applicant admission route; and the new Dual Market applicant admission route.

The stated objectives of the proposed changes set out in the Notice are: to differentiate AIM from the Main Market; to reduce unnecessary regulatory burdens on admission where they do not deliver commensurate benefits; to support AIM companies undertaking transactions and fundraisings; to tailor the approach for founder-led, innovative and growing companies; to attract international companies; to leverage the value of the nominated adviser’s corporate finance expertise; and to recognise the responsibilities of investors in AIM’s buyer beware market model. The overall theme is to ensure that AIM’s regulatory framework remains tailored to support a dynamic, competitive and leading international growth market that is well placed to attract and retain growing, innovative and ambitious companies.

We consider that, if implemented, the proposed changes will achieve the Exchange’s objectives.

1.  Removal of the working capital statement

What will change?

The requirement for directors to make a working capital statement in the AIM admission document would be removed. In its place, an applicant would have to clearly disclose details of its available capital resources and financial obligations, together with its proposed funding needs over the following 12 months. The Exchange considers the working capital statement to be a narrow, absolute statement over a short horizon; the reporting accountant’s report is costly to produce, is not commensurate with its value to investors, and the requirement can deter companies from seeking admission. The Exchange notes that such statements are not required by some major international markets, are not produced for secondary fundraisings, and that the Main Market now permits qualified working capital reports — establishing the principle that a company can come to market without a “clean” 12-month working capital position. The replacement disclosure is intended to give investors more meaningful, qualitative information, which supplement the going-concern statements in past audited accounts.

This will assist in the reduction in the cost and complexity of admission. Boards will, however, need to be ready to articulate their capital position and forward funding requirements in a clear, investor-facing narrative, rather than relying on a single binary statement. The detailed content of the replacement disclosure remains open to consultation.

2.  Simpler admission documents

What will change?

The current guidance that reproducing information that is easily available elsewhere is unnecessary will become a formal rule that will allow an AIM company to incorporate information by reference. The requirements for incorporation by reference will be that: (i) the admission document contains a working hyperlink to the information incorporated by reference; (ii) the information to be incorporated by reference is available and will remain available for as long as the admission document is required to be available on the AIM company’s website; and (iii) those persons responsible for the admission document will also be responsible for any information incorporated by reference.

This change is part of the Exchange’s ongoing work to redesign the AIM admission document with a view to modernising, simplifying and streamlining the admission process, making it more user friendly and proportionate. When the Exchange has completed this work, a separate consultation on the contents of an AIM admission document will be undertaken in due course.

3. The Capital Access Window

What will change?

A new Capital Access Window would allow an AIM company undertaking an equity fundraise to voluntarily request a temporary suspension of its securities to manage the process. The Exchange recognises that fundraisings involving wide investor distribution can, despite confidentiality arrangements, create market volatility. A voluntary suspension is intended to let companies manage the fundraise more closely and approach a broader investor base, including retail investors, during the window. Requests will be considered by the Exchange on a case-by-case basis. The Exchange deliberately does not specify a fixed duration, expecting companies to restore trading as soon as possible.

This should be a useful new tool for managing sensitive secondary raises and widening retail participation. Because it is voluntary and assessed case-by-case, boards (with their nominated adviser) will need to weigh the benefits of an orderly process against the optics and liquidity impact of a self-requested suspension.

4.  Class tests — acquisitions no longer reverse takeovers absent fundamental change

What will change?

An acquisition will no longer be treated as a reverse takeover under AIM Rule 14 solely because it breaches the 100% class-test threshold. Historically, breaching that threshold has been the primary trigger for reverse-takeover treatment, catching acquisitions by size alone and creating suspension risk and additional documentation even where targeted disclosure would have sufficed. Under the proposals, an acquisition will be a reverse takeover only where there is a fundamental change to the company’s business, board or voting control (with guidance on what “fundamental change” means) — in other words, only substantively transformative deals are caught. An acquisition that breaches 100% but is not transformative will instead be treated as a substantial transaction under AIM Rule 12, with disclosure calibrated to investors’ needs, and may require shareholder approval. Related refinements will include the removal of the automatic suspension on notifying a reverse takeover in contemplation, and technical changes to the class tests themselves.

5.  The Express Applicant admission route

What will change?

The existing AIM Designated Market (ADM) route would be replaced with a new Express Market route — a tailored, proportionate and accelerated path for established international companies. Its key features are: expanded eligibility, opening AIM to companies from a wider range of jurisdictions, being those which are recognised as comparable on IOSCO principles (IOSCO is the international body that brings together the world’s securities regulators and is an internationally recognised standard for securities regulation);  a streamlined, faster process, with the announcement gazetting period cut from 20 to three clear business days and AIM Rule 7 lock-ins disapplied; and an accelerated route for Main Market applicants, who will not need to submit a draft Schedule One Announcement. All applicants must still submit an Early Notification Form and meet new eligibility requirements focused on maturity, stability and an established public track record. A transitional arrangement preserves the current ADM requirements for applicants well advanced in the process.

The Exchange proposes to introduce new eligibility requirements for applicants using the Express Market route, focusing on maturity, stability and established public track record. We would expect and hope that the fast-track nature and the disapplication of lock-ins make an AIM admission materially more accessible and attractive to established overseas businesses.

6.  The Dual Market applicant admission route

What will change?

A new Dual Market applicant route would cater for companies seeking simultaneous admission to an Express Market and to AIM. Such companies may rely on the document prepared for the Express Market admission for the purposes of their AIM admission — they will not need to comply with the full admission-document requirements, but will remain subject to limited specific content requirements. Dual market applicants must raise at least £6 million (or equivalent) via an initial public offer, submit an Early Notification Form and a Schedule One Announcement, and AIM Rule 7 lock-ins continue to apply.

7.  Other proposed changes

There are other proposed changes to the AIM Rules which, although perhaps less significant, should make the admission process and the life of an AIM company easier. These include:

·       The possibility of using a wider variety of local GAAPs for the historical financial information where IFRS equivalency is demonstrated.

·       No admission document being required for a second line of securities.

·       Clarification that the entry into an option agreement will not necessarily automatically trigger an RTO.

·       Changes to the class tests including the deletion of the profits test other than in relation to related party transactions.

·       Changing the class test threshold from 10% to 25% for a transaction to be deemed a substantial transaction.

·       The ability to permit founders to have special voting shares in certain circumstances.

·       The participation of a director or substantial shareholder in a fundraise will not be considered to be a related party transaction provided that their participation is on the same terms as other investors and the price is set by a party which is not a related party.

In addition, it should be noted that, in order to support the nominated adviser community to focus on their public corporate finance and AIM expertise, the Exchange is also proposing to publish a Nominated Adviser Technical Note which sets out our expectations in respect of certain of the nominated adviser’s responsibilities and an update to the AIM Rules for Nominated Advisers which reflects consequential changes.

Conclusion

Taken together, these proposed changes should make AIM a more attractive and accessible market for growing companies while preserving the core protections that underpin its integrity.

This is a positive development, and a constructive response to the feedback the market gave the Exchange. The proposals are not yet final, and some of the detail – in particular the replacement admission-document disclosure and the parameters of the new admission routes – remain open. We welcome the direction of travel and await the next stage of the process with interest.

This note is a general summary of a consultation and does not constitute legal advice. Please contact your usual contact at Druces for advice on how these proposals may affect your company.