UK Capital Markets: LSE publishes proposals to enhance the AIM regime

On 4 June 2026, the LSE published for consultation the following key amendments to the AIM Rules, which it groups into specific areas as set out below.

Reducing unnecessary admission burdens

In response to feedback that AIM admission documents have become increasingly complex and less valuable for investors, the LSE is seeking to redesign the document and “modernise, simplify and streamline” the admission process. A separate consultation on the contents of AIM admission documents will follow in due course. In the meantime, the LSE proposes the following targeted changes:

• Removal of the working capital statement. The LSE proposes removing the requirement for directors to include a working capital statement in an AIM admission document. Applicants would instead disclose their available capital resources, financial obligations and anticipated fundraising needs for the next 12 months.
• Expanded accepted accounting standards. UK-incorporated AIM companies would be permitted to use UK GAAP (FRS 102) instead of IFRS. Other local GAAPs may also be accepted where IFRS equivalence is demonstrated.
• Incorporation by reference. AIM companies will be permitted to incorporate information by reference in their admission documents.
• Lock-in arrangements (AIM Rule 7). Proposed guidance clarifies that the LSE does not enforce lock-in arrangements, as these are contractual matters between the company and the relevant parties. Additionally, limited sell-downs within the first 12 months post-admission will be permitted for transfers between spouses or into a pension plan, intra-group transfers, and cases of financial hardship.
• No admission document for a second line of securities. Further to the LSE’s changes made on 19 January 2026 to implement the new Public Offers and Admission to Trading Regulations (“POATRs”), there is no longer a requirement to publish an AIM admission document when admitting a second line of securities. New guidance is proposed to AIM Rule 27 to support this change.

New ‘Capital Access Window’

The LSE is proposing to allow AIM companies undertaking equity fundraisings to voluntarily request a temporary suspension of trading during the fundraising process, to be known as a ‘Capital Access Window’. The proposal is intended to help companies manage fundraisings more closely and allow them to approach a broader investor base, including retail investors, during the temporary suspension period. The LSE would consider requests for a Capital Access Window on a case-by-case basis and, in order to provide companies with flexibility, it will not specify the duration of the suspension, noting that it will be in the interests of issuers and investors to restore trading as soon as possible.

Supporting acquisitions

To support acquisition strategies of AIM companies, the LSE proposes the following changes:

• Revised reverse takeover test. An acquisition will no longer be treated as a reverse takeover solely because it exceeds 100% in the class tests. Instead, it must involve a fundamental change to the company's business, board, and/or voting control to be classified as a reverse takeover. Acquisitions that exceed 100% but are not substantively transformative will be treated as substantial transactions under AIM Rule 12, with disclosure tailored to investor needs and potentially may require shareholder approval.
• No automatic suspension for reverse takeover in contemplation. Nomads may request that an AIM company not be suspended upon announcing a reverse takeover in contemplation, where appropriate alternative disclosure can be made to enable investors to make an informed assessment of the enlarged group.
• Delay in completion – no supplementary admission document. Where there is a delay between shareholder approval of a reverse takeover and completion, a supplementary AIM admission document will not be required provided there is no significant new factor, material mistake or material inaccuracy under the POATRs. The company would instead notify key developments since obtaining shareholder approval.
• Option agreements. Option agreements will not be treated as a reverse takeover in contemplation where the option is exercisable solely at the AIM company's discretion, the likelihood of exercise is sufficiently remote, and exercise would be unlikely to result in a fundamental change to the AIM company’s business, board and/or its voting control.
• Changes to class tests. The gross capital test may be pro-rated for investing companies undertaking acquisitions in line with their investing policy where the acquisition does not result in control or consolidation. Additionally, the profits test will only need to be calculated for the purpose of AIM Rule 13 (related party transactions).
• Substantial Transactions (AIM Rule 12). The class test threshold for determining whether a transaction constitutes a substantial transaction is proposed to increase from 10% to 25%, aligning AIM with the Main Market.

Greater Flexibility for Innovative and Founder-Led Companies

To give AIM companies, particularly founder-led businesses, greater operational flexibility, the LSE proposes the following changes:

• Non-standard director remuneration (AIM Rule 13). Nomads will no longer need to provide a fair and reasonable opinion on non-standard director remuneration where they are satisfied that contractual terms provide reasonable commercial protections. Where there is uncertainty, the transaction should be put to a shareholder vote.
• Special voting shares. Based on the Main Market experience of allowing dual class share structures and in order to remove a key barrier for founder led businesses, the LSE confirms that special voting shares are acceptable at admission to AIM, enabling founders to retain control over their business post-admission.

Greater Agency for AIM Companies

• Governance disclosure (AIM Rule 26). AIM companies will no longer be required to adopt, or comply or explain against, a particular corporate governance code. Instead, the LSE proposes that a recognised code be used as a framework, with disclosure required on the AIM company’s approach to the following areas, namely: board composition; directors' roles and responsibilities; remuneration and performance; risk and controls framework; and approach to investor relations.
• Proxy advisors. AIM companies will have the opportunity (but not the obligation) to voluntarily disclose details of their engagement with proxy advisors, either on their AIM Rule 26 website page or via a notification. The LSE is seeking feedback on whether this voluntary framework should be made mandatory.
• Third party commentary – right of reply. The LSE proposes to give AIM companies a voluntary "right of reply" to respond to third-party commentary, speculation or criticism (e.g. on bulletin boards or social media) either via a notification or on its website.

Attracting international companies and Main Market transfers

• Express Market route (replacing AIM Designated Market (ADM) route). The current ADM route is to be replaced with a new "Express Market" route, expanding the range of eligible international markets based on IOSCO principles. For Express Market applicants, the Schedule One Announcement gazetting period will be reduced to three clear business days and AIM Rule 7 lock-ins will not apply.
• Main Market transfers. An accelerated admission process will be available for certain Main Market companies, who will not be required to submit a draft Schedule One Announcement.
• Dual Market admission route. A new route is proposed for companies seeking simultaneous admission to an Express Market and AIM, allowing them to rely on the document prepared for their Express Market admission. Dual market applicants will need to raise at least £6 million as part of an initial public offer.

Leveraging Nomad Corporate Finance Expertise

• Removal of AIM Rule 11 disclosure obligation. Responding to market feedback, the current AIM Rule 11 disclosure obligation is to be removed to avoid duplication with an AIM company’s compliance with UK MAR. Instead, a new AIM Rule 11 requires an AIM company to have sufficient systems, procedures, resources and controls in place to allow it to monitor and identify changes that may have a material impact on its business or prospects. Significantly, an AIM company would also be required to properly engage on an ongoing basis with its Nomad regarding developments in its business that are likely to have a market impact and take the Nomad’s view into account when considering its UK MAR disclosure obligations.
• Nomad Technical Note. A separate Technical Note is proposed to set out the LSE's expectations regarding Nomad responsibilities, shifting the role away from a predominantly compliance focus towards providing valuable corporate finance advice and expertise on public markets and AIM. The Technical Note incorporates relevant guidance from Inside AIM which upon the implementation of the new AIM Rule changes will be retired. The Technical Note takes effect immediately, save for those areas which are subject to AIM Rule changes being implemented.

‘Buyer Beware’ context

More generally, the LSE proposes to make additions to the introduction to the AIM Rules expressly setting out the nature of AIM's buyer-beware model, reinforcing that investors need to consider the risk profile of specific investments and take responsibility for their own investment decisions.

Administrative and procedural changes

Other notable amendments include:

• an extension of the period to appoint a replacement Nomad from one month to six weeks;
• a requirement for AIM companies to maintain records of LSE findings or disciplinary action for a minimum of 5 years;
• clarification that directorships disclosed in admission documents exclude those held within subsidiaries and group companies;
• removal of the requirement for a six-monthly return in relation to block admissions (to align with the Main Market position); and
• updates to AIM Rule 17 notification requirements for share buy-backs, including to clarify compliance with the relevant UK Listing Rules disclosure requirements will satisfy the AIM Rule 17 notification expectation.

AIM enters a new era

These widely anticipated proposals represent the regulator’s concerted effort to address market feedback on AIM’s position in the UK capital markets offering and to keep it fit for purpose as a viable UK listing venue. By streamlining requirements, reducing admission friction and giving issuers greater flexibility to grow, the proposals aim to reinforce AIM’s appeal to both domestic and international companies.  

The consultation period closes on 2 July 2026. If you have any questions on the proposals or, more generally, on UK capital markets regulation, please do speak to your usual contact at Hogan Lovells or one of the listed contacts.

Authored by Daniel Simons and Danette Antao.