AIM Notice 48 – Application for SME Growth Market Status

Insider Lists

With effect from 3 January 2018, AIM companies will be exempt from drawing up an insider list, provided that the following conditions are met:

(a)      the AIM company takes all reasonable steps to ensure that any person with access to inside information acknowledges the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information; and

(b)      the AIM company is able to provide the FCA, upon request, with an insider list.

If the FCA requests an AIM company to provide an insider list, it should be on the following template. The regulations also make clear that the insider list only needs to include personal data about the insiders (such as telephone number, date of birth and address) if the information is available to the AIM company at the time of the FCA’s request. This enables the insider list to be completed without tipping off the insiders about the FCA’s request. The insider list need not be submitted in electronic format provided that completeness, integrity and confidentiality of the information is maintained.

This is a welcomed and expected reduction in the regulatory burden of compliance for AIM companies, although we note that it is still important that those with access to inside information acknowledge their legal and regulatory duties.

Prudent AIM companies seeking to demonstrate that they have taken reasonable steps to comply with this condition should continue to provide insiders with a memorandum on inside information (setting out the insider’s legal and regulatory duties under MAR) and ask such insiders to acknowledge receipt. They should also ensure that their advisers confirm awareness of their legal and regulatory duties under MAR in their engagement letters.

AIM companies should also consider updating their MAR policies and procedures to reflect the changes and make sure that the designated individuals responsible for policing their MAR compliance are up to speed with the changes.

AIM Rule 26

AIM Rule 26 currently requires AIM companies to maintain a website on which certain information is available, free of charge. This information includes:

• the most recent admission document and any circulars or similar publications made in the last 12 months;
• all RNS announcements made in the last 12 months;
• the annual accounts for the last three years (and any interims published since the date of the last accounts).

The eligibility requirements for SME Growth Market requires certain regulatory information remains available for five years once published. AIM is therefore making some minor consequential amendments to AIM Rule 26 so that for a period of at least 5 years it will apply with respect to:

• any prospectus published on or after 3 January 2018;
• annual accounts and any interims published on or after 3 January 2018; and
• all inside information required to be disclosed publicly by MAR on or after 3 January 2018.

The changes are not retrospective and apply to documents published on or after 3 January 2018, so AIM companies need not look back to documents published in the last five years in order to comply.

Memery Crystal is a specialist international law firm based in London with a well-established history of acting for clients in the corporate sector and can offer ongoing AIM Rules advice. As an industry-leading advisor in AIM, Memery Crystal have again been included in “Band 1” in the most recent edition of the Chambers UK legal directory.