A general overview of AIM

· Regulated by the London Stock Exchange, providing a more flexible regulatory environment

· No minimum revenue requirement

· No minimum amount of shares to be in public hands

· In most cases, no prior shareholder approval required for transactions

· Admission documents not pre-vetted by the Exchange or UKLA but by nominated adviser

· Nominated adviser required at all times

What is the process for admission to trading on AIM?

· Publication of either a prospectus or an admission document. A prospectus is required where a company is offering shares to the public under the Financial Services and Markets Act 2000 (“FSMA”), unless either the value of the shares being offered is less than 2.5 million in which case a prospectus will not be required or the offer falls within a specific exemption. For example, a prospectus will be required for a placing where the purchasing shareholders do not fall within an exemption in the FSMA. An admission document is used where a company is either simply applying for its existing share capital to be traded on AIM or is also offering shares pursuant to a placing but such offer does not constitute an offer to the public under the FSMA.

· There is no requirement to obtain approval of an admission document by the London Stock Exchange plc (“the Exchange”) prior to publication. In contrast, if a prospectus is required it must be approved by the Financial Services Authority (“FSA”) before it is published. In each case, the company’s nominated adviser (“NOMAD”) must confirm to the Exchange the suitability of a company and its securities to be admitted to AIM.

· AIM rules determine the contents of an AIM admission document and the FSA Prospectus Rules determine the contents of a prospectus. Although many of their requirements are similar, the FSA Prospectus Rules generally require more information to be included in a prospectus.

· At least 10 days before the expected date of admission to AIM, the company must provide the Exchange with the information specified in Schedule 1 to AIM rules (this includes details of the number and type of shares, significant shareholders, directors and proposed directors and the names and addresses of the NOMAD and the nominated broker).

· The prospectus/admission document must be published at least three days before admission and the applicant must pay AIM fees (an admission fee of £4,340*, together with an annual fee of £4,340* pro rata) and submit an electronic copy of the document to the Exchange together with a completed application form, the NOMAD’s declaration and a letter from the company’s broker confirming its appointment.

· Where shares are being offered to the public, copies of the prospectus (once it has been approved by the FSA) must be made available to the public at a UK address, or electronically on the company’s website, from the time the offer of shares to which the prospectus relates is first made until the offer closes. The prospectus must also be filed with the FSA before it is published.

· There is no requirement to file an admission document, but it must be available publicly, free of charge, for at least one month from the admission of the applicant’s securities to AIM.

· Admission to AIM only becomes effective when the Exchange issues a dealing notice to that effect.

Is an IPO right for this company?

“Joining AIM. A field guide for applicants to AIM,

a market of the London Stock Exchange”.

Published in association with the London Stock Exchange