It is important that the management of AIM companies and their
advisers are aware of two issues concerning AIM rule book changes
and the proposed Prospectus Directive.
AIM rule book changes
The London Stock Exchange has re-issued the AIM
rule book for companies, incorporating four principal changes as
- Cancellations: A rule on cancellations, Rule 39, has
been introduced. This requires the cancelling company to notify the
intended date of cancellation at least 20 business days prior to
the date of the intended cancellation.
- Official List to AIM transfers: An additional
requirement under Rule 2 and Schedule One has been added for listed
applicants. Under these revised rules, at the time an officially
listed company issues its "ten day announcement" (stating its
intention to seek admission to AIM), it will be required to
announce certain details about its strategy, working capital and
general financial position.
- Corporate Action Timetables: The guidance notes have
been expanded to give greater clarity (see page 2-6 of the rule
- Dissemination of price sensitive information: From the 2
April 2002 AIM companies will be able to choose whether to use the
Exchange's RNS or one of the competing regulatory information
service providers to make announcements required by the AIM rules.
Various rules have been amended to allow for this element of
The London Stock Exchange has declined to provide a
mark-up of the new rule book to show exactly the changes that have
been made but have assured us that no other substantive changes
have been made.
If you would like to view the rule book, please see
the London Stock Exchange's Website:
Proposed EC Prospectus Directive - the end of
AIM as we know it?
The EU Commission has proposed a new directive on
the contents of, and procedures concerning, the publication of a
prospectus when securities are offered to the public or admitted to
trading. The broad aim of the proposal is to create the conditions
for an EU-wide single prospectus for companies wishing to raise
money in more than one EU country.
Although commentators agree that the aims of the
directive, to reduce costs for public companies raising money
through the issue of shares on an EU-wide basis and to simplify
regulatory compliance are laudable, there are strong concerns that
unintended consequences of the proposal would be to:
- Increase the cost and regulatory burden on Small Quoted
Companies (SQCs) with the requirement for an annual registration
- Increase the cost of raising capital for SQCs currently using
lighter regulated markets such as AIM; and
- impose a 'one-size-fits-all' regime that threatens the
existence of more lightly-regulated markets that are attractive to
smaller companies looking for an IPO at lower cost.
The Quoted Companies Alliance (the "QCA") is an organisation that
promotes the cause of SQCs. It is campaigning vigorously to ensure
that the specific concerns and needs of SQCs are properly taken
You can find out more about the QCA's responses to
the Prospectus Directive by visiting the QCA's website
(www.qcanet.co.uk). We believe that all SQCs should share the QCA's
concerns. The QCA's advice is that the European Commission is
unlikely to be receptive to lobbying. It believes, however, that
the European Parliament may be more sympathetic and is therefore
urging all SQCs and their advisers to write to their local MEP and
indeed to encourage any subsidiaries or branches in any other
member states to lobby likewise. A list of EU wide MEPs can be
found at www.europarl.eu.int.
To find out more about the possible consequences of
the new Prospectus Directive please contact the following CMS
Cameron McKenna corporate partners:
John Burton, corporate partner
Phone: +44 6367 2138
Peter Smith, corporate partner
Phone: +44 6367 2816