The London Stock Exchange (LSE) has launched a consultation on proposed changes to the AIM Rules for Companies, the AIM Disciplinary Procedures and Appeals Handbook, and the AIM Rules for Nominated Advisers. Alongside the consultation, the LSE has published a new Nominated Adviser Technical Note setting out its expectations of nominated advisers in performing their obligations under the AIM Rules.

The proposals follow the LSE’s November 2025 Feedback Statement on Shaping the Future of AIM. The LSE’s stated objectives include differentiating AIM from the Main Market, reducing unnecessary regulatory burdens on admission, supporting AIM companies undertaking transactions and fundraisings, tailoring the regime for founder-led and growing companies, attracting international companies, and reinforcing AIM’s “buyer-beware” market model.

Key proposed changes

The consultation puts forward a range of deregulatory changes, including:

• Working capital statements: New applicants would no longer be required to publish a “clean” working capital statement. Instead, companies would need to explain their resources, financial obligations, and funding needs over the next 12 months.
• Dual-class share structures: The AIM Rules would adopt a similar approach to the special voting share structures now permitted under the Listing Rules.
• Accounting standards: UK companies would be permitted to prepare accounts under UK GAAP instead of IFRS. Overseas companies could use local GAAP where IFRS equivalency can be demonstrated.
• Capital access window: AIM companies would be able to request a temporary suspension to enable them to approach a broader range of investors, including retail investors.
• Class tests: The profits test would be removed (other than for related party transactions). The gross capital test may be pro-rated for investing companies in certain circumstances.
• Substantial transactions: The threshold would increase from 10% to 25%, aligning with the Listing Rules.
• Related party transactions: Nominated advisers would not need to provide a “fair and reasonable opinion” on non-standard director remuneration where satisfied that appropriate commercial protections are in place.
• Reverse takeovers: A transaction exceeding the 100% class tests ratio would not constitute a reverse takeover unless it also resulted in a fundamental change in business, board or voting control. It would, however, still be treated as a substantial transaction and could require shareholder approval in some circumstances.
• Corporate governance: Companies would be expected to consider a recognised corporate governance code for guidance but would not be required to comply with the code or explain any non-conformance with its provisions. They would still need to disclose their approach to board composition, remuneration, risk management, and investor relations.
• Inside information: Duplication with MAR 17 would be removed and replaced with a new rule focusing on disclosure systems, procedures, and controls and consultation with the nominated adviser.
• Admission routes: The current fast-track AIM Designated Market route would be replaced with a new “Express Market” route for existing international quoted companies, and a new dual market admission route for companies that are seeking simultaneous admission to an Express Market and AIM would be introduced.
• Proxy advisers: Companies would be encouraged to disclose their engagement with proxy advisers and would be permitted to respond where misleading third-party commentary is published.

Comment

The proposals represent the most significant overhaul of the AIM Rules in recent years and reflect the LSE’s ambition to modernise AIM as a growth market. Many of the changes align the AIM regime more closely with the reformed Listing Rules whilst preserving AIM’s distinct market characteristics. Taken together, the proposals should reduce the regulatory burden on AIM companies and offer greater flexibility for transactions and fundraisings.

The consultation closes on 2 July 2026. A further consultation on the contents of an admission document, with a view to modernising, simplifying, and streamlining the admission process, is expected in due course.

We would be very happy to discuss the implications of these proposals for AIM companies, nominated advisers, and prospective applicants.

Client Alert 2026-127