On 7 April 2025, the Exchange issued AIM Notice 59, launching a discussion paper titled 'Shaping the Future of AIM'. This paper invited feedback on the ongoing evolution of AIM and outlined proposed strategic enhancements, including potential amendments to the AIM Rules for Companies (AIM Rules), to support the market’s continued growth and success.

Published 31 December 2025

Following consideration of the feedback received, the Exchange issued a Feedback Statement  (Discussion Paper - Feedback Statement - Shaping the Future of AIM) in November 2025 which summarises market responses received and sets out the Exchange’s intended actions to evolve AIM, ensuring it remains a distinct, competitive, and growth-focused public market.

AIM has long been the UK’s go-to market for growth companies, those seeking to scale, innovate, and access public capital. Its flexible regulatory approach, positioned between private markets and the Main Market, has enabled it to nurture entrepreneurial businesses and serve as a testbed for market innovation. Despite recent headwinds, the feedback received by the Exchange confirms that AIM’s unique role remains vital for the UK’s economic future.

Overarching themes

The overarching themes from the Feedback Statement are:

• strong support for AIM’s unique position between private markets and the Main Market
• recognition of AIM’s flexible, non-prescriptive regulatory structure, which has enabled it to adapt and innovate
• AIM’s role as a testbed for regulatory and capital markets product development is seen as a key strength
• the need to maintain and clarify AIM’s distinct purpose, risk profile, and value proposition.

Actions & changes

The Feedback Statement outlines the comments and support received from market participants regarding proposed changes to the AIM Rules. Where there is clear consensus, the Exchange will, before formal rulebook updates, consider requests for exemptions (derogations) and update guidance to deliver immediate benefits to AIM companies and their investors. For more complex or debated changes, further consultation will take place as part of a broader rulebook review. This pragmatic approach ensures that AIM remains responsive to market needs, while maintaining robust governance and investor confidence.

Immediate action & AIM rules changes

• dual class shares: Dual class share structures that meet the current Main Market requirements (applying equivalency where appropriate) will be acceptable for prospective AIM companies
• related party treatment of director remuneration: Nominated advisers will not be required to provide a fair and reasonable view on directors' remuneration (that is not part of the standard remuneration package) provided the nominated adviser is satisfied that there are reasonable protections in place (such as good leaver/bad leaver terms). All other requirements of AIM Rule 13 will continue to apply.

Commentary: AIM is designed to attract entrepreneurial, founder-led companies. Dual class shares enable founders to maintain strategic control as their companies grow and raise capital from public markets. Allowing dual class structures makes AIM more attractive to high-growth, innovative businesses that might otherwise stay private or seek overseas listings where such structures are permitted. Furthermore, it makes AIM more competitive internationally; global markets, such as the US’ Nasdaq and NYSE allow dual class shares. Additionally, a more pragmatic approach to director pay will help AIM companies attract top talent.

• Streamlined M&A: Reforms to the rules on acquisitions and reverse takeovers will make it easier for AIM companies to grow through M&A. Effective immediately, the Exchange has confirmed that they will consider derogation requests:

  • for an acquisition to be treated a substantial transaction (under AIM Rules 12) instead of a reverse takeover (under AIM Rule 14), removing the requirement for an Admission Document, where there is no fundamental change of business. AIM Regulation may require shareholder approval for such a substantial transaction
  • where both parties to a reverse takeover are publicly traded companies, to allow for reduced disclosure requirements for the Admission Document, instead of the full Schedule Two requirements
  • not to automatically suspend trading when a reverse takeover is proposed, provided that suitable alternative disclosures can be made.

Commentary: By reducing unnecessary documentation and allowing more flexible disclosure requirements, these measures will lower administrative barriers and costs. This will enable ambitious companies, especially founder-led and innovative businesses, to act quickly on strategic opportunities, remain competitive, and deliver greater value to their shareholders, all while maintaining appropriate levels of transparency and investor protection.

• AIM Designated Market (ADM): to make AIM more accessible and appeal to international companies and provide a genuine fast-track route to market, the Exchange encourages nominated advisers who are working on prospective ADM admissions to reach out to AIM Regulation for support in streamlining the work they undertake.

Commentary: This step aims to reinvigorate AIM’s appeal as a growth market and make it easier for high-quality international businesses to join AIM.

• Admission document changes: Effective immediately, the Exchange has confirmed that they will consider derogation requests:

  • to dispense with the publication of an admission document for the admission of a second line of securities (i.e. new classes of shares, warrants or loan notes)
  • in respect of the Historical Financial Information, to enable the use of UK GAAP (FRS 102), which is the accounting standard commonly used by UK companies prior to seeking admission to AIM, and to allow incorporation by reference of such Historical Financial Information, provided that information is readily available to investors and will remain so on an ongoing basis.
    
    AIM companies can choose between International Accounting Standards (IAS) (for companies incorporated in the UK or an EEA country) or local accounting standards being either IAS, US Generally Accepted Accounting Principles (GAAP), Canadian GAAP, Australian International Financial Reporting Standards (as issued by the Australian Accounting Standards Board) or Japanese GAAP (for overseas companies). The Exchange will retain the list of local accounting standards in the AIM Rules, however, it will consider submissions for derogations from nominated advisers on other local accounting standards on a case-by-case basis where equivalency to IFRS can be explained.

Commentary: Allowing the use of UK GAAP (FRS 102) for historical financial information will reduce the need for costly and time-consuming conversions to IFRS for companies joining AIM. Additionally, allowing for Historical Financial Information to be incorporated by reference, will reduce duplication and streamline the admission process. The Exchange’s decision to retain a prescribed list of local accounting standards in the AIM Rules, while also allowing nominated advisers to request derogations for other standards that can demonstrate equivalency to IFRS, strikes a valuable balance between consistency and flexibility.

Future action

Alongside the announced rule changes mentioned above, the Exchange has also identified several areas for future development and is actively seeking feedback on these topics. These include:

• substantial transaction disclosure threshold: The Exchange plans to raise the threshold for substantial transaction disclosures under AIM Rule 12 from 10% to 25%, reflecting strong support from market respondents. This adjustment is to be implemented as part of the forthcoming redrafting of the AIM Rules. Currently, nominated advisers may request derogations from the class tests and the Exchange encourages the continued use of this approach pending redrafting of the AIM Rules
• nominated adviser role reset: The Exchange has recognised that the role of nominated advisers on AIM has become increasingly compliance-driven, often at the expense of providing valuable corporate finance advice to companies. In response to market feedback, the Exchange plans to recalibrate the nominated adviser role, clarifying expectations and shifting the focus back towards high-quality, value-added corporate finance support while maintaining essential market safeguards
• dedicated AIM marketing tools and digital presence: The Exchange recognises that AIM’s unique identity and value proposition have become less visible as its branding has increasingly aligned with the broader London Stock Exchange Group. In response to market feedback, the Exchange plans to enhance AIM’s digital presence and develop dedicated marketing tools that clearly articulate AIM’s benefits and use cases. The Exchange is seeking feedback from market participants on what types of information, digital services, and marketing resources would be most valuable to support AIM companies, applicants, investors, and advisers
• AIM Rule 11 and UK Market Abuse Regulation: The Exchange has acknowledged feedback that AIM Rule 11, which governs disclosure obligations for AIM companies, may duplicate requirements already set out under the UK Market Abuse Regime. In response, the Exchange is considering whether AIM Rule 11 remains necessary in its current form or if it can be better aligned with UK MAR to reduce overlap and regulatory burden. The Exchange remains committed to ensuring that nominated advisers continue to play a key role in disclosure deliberations, even as it explores ways to streamline disclosure requirements. As part of its next steps, the Exchange will review AIM Rule 11 in the context of resetting the nominated adviser’s role as a corporate finance adviser and will consult further with market participants to ensure any changes maintain market integrity while addressing concerns about unnecessary duplication
• re-think admission documents: The Exchange has recognised that the current AIM admission document has become overly lengthy, complex, and costly to prepare, often including information that is not essential for growth company investors. In response to market feedback, the Exchange intends to redesign the Admission Document to be more user-friendly and focused on the material disclosures that investors value most. The Exchange will be engaging with relevant market participants as they undertake this rethinking of the Admission Document
• secondary market trading: The Exchange is considering how AIM’s trading systems can be improved to better support efficient trading and liquidity. Specifically, the Exchange is considering ways to enhance direct access to the order book within the SETSqx platform (a large proportion of AIM companies trade on this platform). Additionally, the Exchange is seeking input on the potential introduction of trading halts for secondary fundraisings, a measure intended to reduce transaction risk, prevent undue price volatility, and facilitate more open discussions with a broader group of potential investors, including retail participants.

Concluding remarks

It is good to see the Exchange’s commitment to keeping AIM a dynamic and attractive market for growth companies. By reducing regulatory burdens, introducing dual class shares, and streamlining admissions, the Exchange is positioning AIM to better support ambitious businesses and adapt to changing market needs.

These measures, grounded in market feedback and a renewed focus on clarity and efficiency, strengthen AIM’s position as a flexible, growth-oriented platform within the UK’s capital markets. For investors, these changes promise greater access to innovative companies and clearer disclosures, while maintaining the importance of careful due diligence as governance structures continue to evolve.