Last month, we published an article about the recent Aquis Stock Exchange (“AQSE”) consultation. This dealt with proposed changes to the application process for issuers and other adjustments to facilitate access to the Access and Apex segments by a broader range of investors.

Key changes

The consultation response was published on 27 September and the key changes are:

  1. An additional information template will be available on the AQSE website. The disclosures in the template will form part of the admission document (and be subject to the same standards and responsibilities as the current Additional Information section of the document).
  2. The disclosure threshold is to be lowered to include persons with a shareholding representing a 3% or more interest in the company.
  3. New issues of share capital, options and warrants to major shareholders and directors are to be disclosed for the period of 12 months prior to admission.
  4. Issuers admitted to Access that meet the relevant eligibility criteria, will be able to transfer to Apex. This includes issuers admitted to Access for under 12 months.
  5. A minimum market cap of £2 million will apply to new issuers at admission. Issuers will not be penalised should their market capitalisation fall below £2m post-admission.

AQSE had been proposing to make issuers adopt a corporate governance code by way of a formal rule or regulation. Instead, the consultation response makes it clear that guidance will be issued relating to corporate governance, but without going as far as mandating it in that way.

Other revisions

Some other minor changes that were not part of the consultation have also been announced:

  1. Extension of the definition of “start-up” to exclude issuers who undertake pre-IPO re-organisations involving a top-co without a trading history.
  2. A requirement to confirm to the Exchange the identity of the market makers at admission, four days before admission.
  3. Revision of the definition of securities not in public hands to exclude concert parties of shareholders holding 5% or more.
  4. Clarification of the quarterly reporting timetable in the event of a modified audit report.
  5. Requirement for a fair and reasonable statement by unrelated directors on announcing related party transactions.

Transitional arrangements

AQSE will continue to accept admission documents that meet the requirements of Appendix I of the AQSE Growth Market Access Rulebook published December 2021 until 1 January 2023.

Issuers admitted to Access that would have been eligible for Apex, but did not prepare a Growth Prospectus, will be eligible for promotion to the Apex segment with immediate effect.

The amended Apex and Access rulebooks have been published and will be effective from 3 October 2022.

How we can help

If you have any questions on the proposed changes, or if you are considering a listing and would like to discuss your options, Druces’ Capital Markets team will be happy to assist.

Please fill in our form below and a member of our team will get back to you, or contact them directly:

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Jack Dervyn

Senior Associate

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Mark Lamph


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