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Friday 16 May 2014

AIM Notice 39

AIM Notice 39 was released yesterday and brought in a new set of AIM Rules for Companies and Nomads.

The key changes for companies are:(1) The introduction of new AIM Rule 43 which states that the Exchange may investigate conduct and take disciplinary action against a company in respect of conduct whilst the shares were admitted to AIM, after the company’s shares have ceased to be admitted to AIM.

Nomads and Brokers will need to check whether they can force their underlying corporate clients to provide information to the Exchange under the Nomad and Broker Agreements, and if not, the agreements should be amended. Companies should expect a request to update their Nomad and Broker Agreements.

The Exchange stated in the consultation that Rule 43 was a clarification of the historic position and we are interested to see whether this is enforceable if the Exchange wishes to pursue any company whose shares were previously admitted, but ceased to be admitted before the rule change.

(2) Companies must now include details of the corporate governance code which they’ve adopted on their website and details of how the company complies with the code, or a statement that no code has been adopted together with details of the current corporate governance arrangements.

(3) The guidance notes to Rule 21 allow a director to participate in a fund raising by a company where: the company is in a close period and the close period arises solely due to the fundraising itself being the only unpublished price sensitive information; and the director is investing on the same terms as the other investors. This will reduce the number of dispensations to the AIM Rules made by Nomads.

(4) Rule 11 obliged companies to notify without delay any new developments which are not public knowledge which, if made public would be likely to lead to a substantial movement in the price of its shares. Now the obligation is to notify if it would be likely to lead to a “significant” movement in the price of its shares. The consultation by the Exchange made it clear that the Exchange do not expect any change to the standard of disclosure, although Rule 11 will now need to be considered in conjunction with S.118 FSMA.

David Bennett
Simon Charles

MH Corporate

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