AIM reimagined: how the 2026 AIM consultations could help reshape the market

AIM’s June 2026 consultation by the London Stock Exchange (LSE) is more than a technical tidy up. It is a deliberate repositioning of the market for the next decade a shift that blends regulatory pragmatism with a renewed emphasis and changes in relation to the nominated adviser (Nomad) role. The LSE has listened to the frustrations of issuers, investors and advisers, and the result is a package of reforms that are intended to recalibrate AIM’s philosophy without abandoning its core principles and purpose.

AIM published two notices of consultations on 4 June 2026:

AIM Notice 62 – the LSE is consulting on proposed amendments to the AIM Rules for Companies (AIM Rules) and the AIM Disciplinary Procedures and Appeals Handbook (the Handbook). The proposed developments are designed to give effect to proposals previously set out in the Feedback Statement (published in November 2025) the focus of which was to differentiate AIM from the Main Market including:
- to reduce unnecessary regulatory burdens on admission;
- tailoring listing approaches and greater flexibility for founder-led innovative and growing companies;
- making fundraisings easier and better enabling retail participation;
- attracting international companies;
- supporting AIM company acquisition activity;
- providing greater agency for AIM companies;
- to better leverage the value of Nomad’s corporate finance expertise; and
- to better recognise the responsibilities of investors in AIM’s buyer beware market model.
AIM Notice 63 – the LSE is consulting proposed amendments to the AIM Rules for Nominated Advisers (the Nomad Rules) with the goal being to make certain administrative and clarificatory changes following the proposed changes to the AIM Rules the subject of AIM Notice 62. The proposed changes include:
- updating Nomad Rule 12 to explicitly reflect the nominated adviser’s overriding obligation to preserve the reputation and/or integrity of AIM;
- amending the Nomad Rules to reflect guidance set out in the Nominated Adviser Technical Note (also published in June 2026); and
- generally amending various sections of the Nomad Rules to bring them in line with all the proposed changes to the AIM Rules.

AIM rules proposed consultation changes

Reducing unnecessary burdens relating to admission:

While a consultation on the contents of an AIM admission document is also intended to done, in the interim LSE has focussed on the following areas to help reduce unnecessary burden in relation to admission:

Working Capital Statement: LSE proposes in the consultation removing the current requirement for a working capital statement in an AIM admission document, to be replaced by certain disclosures in relation to available capital resources, financial obligations, and anticipated fundraising needs over the next 12 months.
Acceptance of UK GAAP[1]: It is proposed is to allow UK incorporated AIM companies to use UK GAAP (FRS 102[2]) instead of IFRS[3] with the expectation being this would remove what is for a lot of growth companies is a costly and time-consuming process that can significantly impact the admission process.
Incorporation by Reference: LSE is proposing to implement the ability to allow certain information to be incorporated by reference into the AIM admission document, with detailed parameters to be confirmed in the final rules.
Lock-ins: The consultation also proposes clarifying in AIM Rule 7 that lock‑in arrangements operate as contractual commitments between the company and relevant parties, rather than being directly enforceable by the LSE – without prejudice to the LSE’s broader supervisory and disciplinary powers under the AIM framework.

Tailoring listing approaches and greater flexibility for founder-led innovative and growing companies

To support this proposal the LSE has proposed the following:

Non-standard remuneration: The consultation proposes guidance under AIM Rule 13 that, where a Nomad considers that additional director remuneration includes reasonable commercial protections for the company (e.g., good/bad leaver, clawback, or performance conditions), the Nomad would not be required to opine that the terms are fair and reasonable to shareholders, but all other AIM Rule 13 requirements would continue to apply.
Special voting shares: It is proposed to allow special voting shares on admission with the intention to allow founders to maintain control over their businesses post-admission.

Making fundraisings easier and better enabling retail participation

LSE has proposed creating a new mechanism known as a ‘Capital Access Window’. The Capital Access Window would allow AIM companies undertaking an equity fundraising to voluntary request from the LSE a temporary suspension during negotiations of the fundraising. The goal being to allow AIM companies to better manage the fundraising process more closely and to approach broader bases of investors including retail.

Attracting international companies

LSE is proposing to update its AIM Designated Market route to admission for international companies. This would be done by replacing it with an Express Market route.

The goal of this new Express Market route is to make AIM more easily accessible to a bigger range of international publicly-listed companies from regulated jurisdictions. The proposed Express Market route would feature an accelerated timetable with reliance on home‑market disclosures and subject to new eligibility criteria (e.g., four years’ trading on a qualifying market, no fundamental change to business and/or board in the last 12 months, minimum £20 million market capitalisation, and all home-market disclosures published in English).

LSE has also proposed a separate dual‑market admission route to enable applicants to align disclosures for both markets and, where permitted, rely on a single admission document for simultaneous admission to both markets.

Supporting AIM company acquisition activity

The LSE has proposed a suite of amendments to the AIM Rules intended to help support AIM companies making acquisitions and simplifying processes involved.

Acquisitions: AIM Rule 14 would be amended so that an acquisition exceeding 100% in any class test would only be a reverse takeover if it also results in a fundamental change to the business, board or voting control (or materially departs from an investing company’s investing policy). Any acquisition not meeting that test becomes a substantial transaction that may require shareholder approval, with the AIM Rule 12 substantial transaction threshold also rising from 10% to 25%.
No automatic suspension on notification of a reverse takeover being contemplated: The consultation proposes amending AIM Rule 14 to allow a Nomad could request that trading not be suspended on announcement of a proposed reverse takeover not accompanied by an admission document, where appropriate alternative disclosures can be made and subject to LSE’s agreement.
Delay in completion of a reverse takeover: It is proposed that no supplementary AIM admission document would be required in the event of any delay between the shareholder approval of a proposed reverse takeover and completion. Provided there is no new significant factor, material mistake or material accuracy under the POATRs[4].
Option agreements: AIM Rule 14 would be amended such that entry into an option agreement would not constitute a proposed reverse takeover, but only where:
- the AIM company solely controls the exercise of the option;
- the likelihood of exercising the option is remote; and
- when exercised it would be unlikely to lead to fundamental change to the company’s business or voting control.

Changes to class tests: Excluding AIM rule 13 related party transactions, Schedule 3 of the AIM Rules would be amended to remove the profits class test and instead permit a pro-rata gross capital class test for investing companies – but only where the acquisition does not result in control and/or consolidation.

Providing greater agency for AIM companies

Corporate governance disclosures: The consultation proposes removing the AIM Rule 26 ‘comply or explain’ requirement against the company’s chosen corporate governance code, while retaining baseline disclosures on board composition, roles, and committee responsibilities
Proxy adviser engagement: The consultation proposes clarifying in AIM Rule 26 that companies may, on a voluntary basis, disclose details of proxy adviser engagement via website notification.
Third party commentary: To deal with issues around unauthorised and unregulated third-party commentary about AIM companies on bulletin board and other forums – the consultation proposes guidance clarifying that AIM companies may respond to third‑party commentary via an RNS notification or on their website and that a decision not to respond should not, of itself, be taken as acceptance, agreement or endorsement of the commentary.

To better leverage the value of Nomad’s corporate finance expertise

There have long been complaints about the duplicative nature of obligations under AIM Rule 11 and under UK Market Abuse Regulation (UK MAR).

The LSE is proposing to replace the AIM Rule 11 disclosure obligation with a new rule that would require 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.

To assist AIM companies the new rule would also require proper engagement on an ongoing basis with the Company’s Nomad regarding developments in its business by:

(1) keeping the Nomad update on a timely basis;
(2) seeking and having due regard to the view of its Nomad regarding the likely market impact of changes to the Company’s business or prospects; and
(3) providing the Nomad with any information it reasonably requests from the Company to enable the Nomad to determine the likely market impact.

To better recognise the responsibilities of investors in AIM’s buyer beware market model

Finally, to address the AIM market’s buyer beware model the consultation proposes including an express ‘buyer beware’ statement in the AIM Rules to emphasise investor responsibility in AIM’s market model. This was proposed in response to concerns in the Feedback Statement that investors needed to better understand the risk profile of companies trading on AIM.

What’s next – key dates

For both the AIM Notice 62 and 63 consultations the LSE have been accepting comments in relation to any proposed changes and the consultation closed on July 2026.

The LSE is now in a review period and will be reviewing feedback and then proceeding publish the final rule amendments. There is not yet a set date for publication/implementation of the amended rules.

How can we help?

Blake Morgan is a full-service national law firm with offices in London, Cardiff, Oxford, Reading, Southampton and Manchester. Our Equity Capital Markets team is experienced in advising clients in the context of UK equity capital markets transactions and in particular advising AIM companies and on the AIM Rules. If you would like to discuss anything in this article, or need any further guidance, please contact Blake Morgan’s Equity Capital Markets team.

This article provides general information on consultation proposals regarding the AIM Rules and Nomad Rules as at 14 July 2026. It does not constitute legal or regulatory advice and should not be relied upon as such. Specific advice should be obtained based on your circumstances. Proposals discussed are subject to consultation and may change before any final rules are published.

Footnotes:

[1] United Kingdom Generally Accepted Account Practice (UK GAAP).
[2] FRS 102 is the Financial Reporting Standard applicable in the UK and the Republic of Ireland. It is the main comprehensive standard used by the majority of small and medium-size entities (SMEs).
[3] IFRS is the International Financial Reporting Standards which are global accounting guidelines issued by the IFRS Foundation and the Internation Accounting Standards Board.
[4] the Public Offers and Admissions to Trading Regulations 2024 (POATRs)