The London Stock Exchange publishes proposed changes to the AIM Rules for Companies.

Published: 26 June 2026
Authors: Ed Nisbet & Daniela Munro

On 4 June 2026, the London Stock Exchange (Exchange) published AIM Notice 62 (AIM Notice 62 - Consultation on changes to the AIM Rules for Companies.pdf) (Notice), setting out significant proposed reforms to the AIM Rules for Companies (AIM Rules). These proposals form part of the Exchange’s broader “Shaping the Future of AIM” initiative (Discussion Paper - Shaping the Future of AIM) (AIM Discussion Paper) and are designed to give effect to the proposals set out in the Exchange’s Feedback Statement (Discussion Paper - Feedback Statement - Shaping the Future of AIM) published in November 2025, which the Exchange reports were widely supported by the market.

At a glance, the key changes include:

• working capital statement removed – replaced with more flexible disclosure
• capital Access Window introduced – allowing temporary suspensions to facilitate broader fundraisings
• class tests relaxed – substantial transaction threshold increased from 10% to 25%
• RTO regime softened – fewer transactions triggering reverse takeover treatment
• greater flexibility for issuers – including UK GAAP adoption and special voting shares
• new international “Express Market” route – simplifying access for overseas issuers

Further detail on these changes (and others) is set out below.

1. Streamlining admission requirements

Removal of the requirement to provide a working capital statement

One of the most notable proposals is the removal of the requirement for a clean working capital statement in an AIM admission document.

The Exchange notes that such statements are not required in certain other major international markets, and respondents to the AIM Discussion Paper questioned their value. In particular, the cost of an accountant’s report was viewed as disproportionate and potentially a deterrent to seeking admission to AIM.

The Exchange is proposing to remove the requirement to provide a working capital statement and replace it with disclosure of available capital resources, financial obligations and anticipated 12-month funding requirements.

This represents a significant shift away from a narrow, absolute statement with a limited forward-looking scope towards a more disclosure-based approach.

Accounting standards flexibility

UK-incorporated AIM companies may now use UK GAAP (FRS 102) instead of IFRS. Other local GAAPs may also be permitted where IFRS equivalency is demonstrated. This change is implemented to address the feedback received about the cost of IFRS conversion and complexity relative to the limited value provided to investors and allows AIM companies to adopt accounting standards that are more appropriate for their sector and/or home jurisdiction.

Incorporation by reference

To reduce duplication and length, applicants will be allowed to incorporate information by reference in the AIM admission document where it is already publicly available, provided that this is done in accordance with the guidance notes to AIM Rules 4 and 28. Among other things, these rules require that the AIM admission document contains a working hyperlink to the information incorporated by reference.

AIM Rule 7 – Lock-ins for non-independent non-revenue generating businesses

The Exchange has clarified that AIM Rule 7 does not confer any enforcement powers on it, as such arrangements are contractual in nature between the AIM company and the relevant counterparties. The guidance to AIM Rule 7 has therefore been updated to reflect this position.

The guidance has also been revised to reflect current practice, permitting disposals of locked-in securities within the first 12 months post-admission in limited circumstances.

No AIM admission document for second line of securities

The guidance to AIM Rule 27 now supports the removal of the requirement to publish an admission document for the admission of a second line of securities.

2. Easier Capital Raising – Capital Access Window

One of the more notable proposals is the introduction of a “Capital Access Window”, designed to provide AIM companies with greater flexibility when undertaking equity fundraisings. The Exchange recognises that, in the current regime, companies often need to complete placings on an accelerated basis to mitigate market risk, which can limit the pool of investors and exclude retail investors from the process.

The Capital Access Window is intended to address these constraints by providing a controlled environment in which a broader fundraising can be conducted. In practice, this could allow longer more deliberate marketing processes and broader book-building.

The Exchange will consider requests for a Capital Access Window on a case-by-case basis and, to allow for flexibility, it does not propose to specify the duration of a Capital Access Window.

3. Supporting AIM company acquisition activity

The Exchange is proposing certain changes to the classification and treatment of transactions under the class tests, which represent a significant recalibration of AIM’s approach to acquisitions and disposals.

Substantial transaction threshold - under the current AIM Rules, a transaction is classified as a “substantial transaction” where any of the applicable class tests exceed 10% and the proposal is to increase this threshold to 25%, aligning AIM with the Main Market regime.

Reverse takeover (RTO) test (AIM Rule 14) - the Exchange proposes to amend the RTO test such that exceeding 100% on class tests alone will no longer automatically constitute an RTO. Provided that such an acquisition does not result in a fundamental change to the AIM company’s business, board or voting control (or depart materially from its investing policy, in the case of an investing company), the transaction will be classified as a substantial transaction under AIM Rule 12 with disclosure calibrated to enable investors to assess the transaction.

No automatic suspension on notification of an RTO – the changes amend the guidance to AIM Rule 14 to allow a nominated adviser to request that an AIM company is not suspended upon announcement of a proposed RTO not accompanied by an admission document, provided the nominated adviser is reasonably satisfied that appropriate alternative disclosure can be made to enable investors to make an informed assessment of the proposed enlarged group. The nominated adviser will be required to consult with the Exchange in advance of the notification.

Delay in completion of an RTO – in the event of a delay between shareholder approval of a proposed RTO and its completion, no supplementary AIM admission document would be required if there is no new significant factor, material mistake or material inaccuracy. The AIM company would instead be required to announce appropriate updates to ensure that the market remains properly informed.

Option agreement not constituting an RTO – under the amended guidance to AIM Rule 14, entry into an option agreement would not constitute a proposed RTO where the Exchange is satisfied that (a) the option is exercisable at the AIM company’s sole discretion, (b) the likelihood of exercise is remote; and (c) when exercised, the option is unlikely to result in a fundamental change of business, board or voting control.

Class Tests Changes – the proposed changes to Schedule Three of the revised AIM Rules remove the profits class test (except for AIM Rule 13 (related party transactions)) and permit a pro-rata gross capital class test for investing companies undertaking acquisitions in line with their investing policy where the acquisition does not result in control and/or consolidation.

4. Greater flexibility to support innovative and growing companies

To provide founder-led companies, greater flexibility to operate their businesses in a manner most appropriate for them, the following changes are proposed by the Exchange:

• AIM Rule 13 (Non-Standard Director Remuneration) – under the revised guidance to AIM Rule 13, standard remuneration will not be considered a related party transaction. Non-standard remuneration will be considered a related party transaction, however, where a nominated  adviser is satisfied that the contractual terms for director remuneration (that is not part of the standard remuneration package) provide reasonable commercial protections for the AIM company (such as good leaver/bad leaver terms, provisions for clawback, conditions/deferral/performance measures etc.) and those terms are disclosed, the nominated adviser does not need to provide a fair and reasonable opinion. Where there is uncertainty on whether such remuneration provides reasonable commercial protections, the AIM company should seek shareholder approval.
• ·Special Voting Shares –the issue of special voting shares (SVS) would be permitted, subject to the company's constitution complying with limitations on who may hold those shares and the exercise of voting rights attached to them.T he proposed limitations are:(a) the SVSs can only be held by directors/employees, existing investors/shareholders or their wholly owned/controlled vehicles, (b) the voting rights on SVS cannot be transferred, except within the same permitted group, (c) the SVS holders cannot vote on key conflict-sensitive matters, namely remuneration, related party transactions involving them and cancellation of admission.

5. Providing greater agency for AIM companies

• ·Corporate governance disclosure – whilst an AIM company will still be required to follow a recognised corporate governance code, it will not be required to comply or explain against that code. Instead, it will be required to disclose its corporate governance approach in five key areas, being (a) board composition, (b) directors’ roles and responsibilities, (c) remuneration and performance, (d) risk and control frameworks, and (e) the company’s approach to investor relations.
• Proxy advisor engagement - AIM Rule 26 is also proposed to be amended to allow AIM companies to disclose details of proxy advisor engagement voluntarily by way of notification or on their website. Where an AIM company chooses to voluntarily disclose details of its proxy advisor engagement it may include: (a) details of the matter(s) requiring shareholder approval to which the proxy advisor engagement relates, (b) identification of the voting policy or guidelines applied by the proxy advisor, and (c) an explanation of how the AIM company’s view differs from proxy advisor expectations.
• Third party commentary – further changes to AIM Rule 26 are proposed to address concerns raised from market participants in respect of information, commentary or speculation being posted on bulletin boards or through other forms of media which may give rise to concerns regarding civil or criminal market abuse, or which may amount to public abuse (and any associated criminal offences) of AIM companies and/or their directors. These changes should empower AIM companies to reply, either through a notification or on their website, to third party commentary, speculation or criticism (wherever published and in whatever form). However, a choice not to reply should not be taken as acceptance, agreement or endorsement by the AIM company of any such commentary, speculation or criticism.

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

The Exchange is proposing to update the current AIM Designated Market (ADM) route for international companies to support accelerated admission to AIM for companies from a broad range of international jurisdictions.

The existing ADM route is to be replaced with a new “Express Market” route, enabling a wider range of overseas companies, which are listed on a market (Express Market) that is regulated by, or operated under the oversight of, a regulatory body or entity which is a member of the International Organisation of Securities Commissions (IOSCO), to join AIM more efficiently. IOSCO is the international body that brings together the world's securities regulators and represents an internationally recognised regulatory standard.

Key features include a shortened pre-admission timetable (with the Schedule One gazetting period reduced down from 20 business days to three) and the removal of lock-in requirements for these applicants. To maintain market integrity, eligibility criteria would apply, including: (a) a minimum four-year trading track record on an Express Market, (b) no fundamental recent changes to the business or board, (c) a minimum expected market capitalisation of £20 million, and (d) the availability of English-language disclosures.

In addition, a new dual market admission route is proposed, allowing companies listing simultaneously on an Express Market and AIM to leverage the same disclosure document, removing the need for a separate AIM admission document and reducing duplication and cost.

7. Removing dual disclosure regimes

The Exchange proposes to replace the current AIM Rule 11 disclosure requirement with a new rule aimed at removing duplication with UK MAR. Under the proposed approach, an AIM company would be required to maintain adequate systems, procedures, resources and controls to monitor and identify developments that could materially affect its business and/or prospects.

Ensuring that the nominated adviser retains a key role in discussions regarding the disclosure of inside information, the revised rules make it clear that companies are expected to engage proactively with their nominated advisers on developments.

Concluding remarks

While the proposals are subject to consultation, they signal a clear direction of travel towards a more flexible and internationally competitive AIM regime.

Companies considering an AIM IPO should benefit from lower costs and friction, greater structuring flexibility. Existing AIM companies are likely to benefit from a simpler M&A execution landscape, more flexibility in applying corporate governance standards and an enhanced ability to respond to market narratives.

At the same time, the proposed reforms place greater reliance on disclosure and adviser oversight, increasing the importance of nominated adviser judgement and engagement.

Comments from market participants are invited by the Exchange by close of business on 2 July 2026 and should be submitted to aimnotices@lseg.com. Following the consultation, the Exchange will review feedback and publish the final rule amendments.

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