New AIM disclosure requirements
An updated rulebook for AIM companies was published on 20 February 2007. Changes to the rulebook were based on proposals put forward for public consultation in October 2006.For AIM listed companies there are significant changes in respect of the disclosure of information to the public which must be implemented by Monday 20 August 2007.
What information do AIM Companies need to provide?
In summary, each AIM company must maintain a website on which certain information should be publicly available at no cost.
The information which must be disclosed includes the following:
- a description of the AIM company's business and where it is an investing company, its investing strategy
- the names of the AIM company's directors and brief biographical details of each, as would normally be included in an admission document
- a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities
- the AIM company's country of incorporation and main country of operation (the geographical location from which the AIM company derives the largest proportion of its revenues or where the largest proportion of its assets are based)
- where the AIM company is not incorporated in the UK, a statement that the rights of shareholders may be different from the rights of shareholders in a UK incorporated company
- the AIM company's current constitutional documents ( articles of association)
- details of any other exchanges or trading platforms on which the AIM company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded
- the number of AIM securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of AIM securities not in public hands together with the identity and percentage holdings of its significant shareholders. This information should be updated at least every 6 months
- details of any restrictions on the transfer of its AIM securities
- the AIM company's most recent annual report published pursuant to Rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to Rule 18
- all notifications the AIM company has made in the past 12 months
- the AIM company's most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months, and
- details of the AIM company's nominated adviser and other key advisers.
How should AIM Companies present the information?
Existing AIM companies must make a notification of the website address at which the information is available and new AIM companies must disclose the website address in their pre-admission announcements.
A statement to the effect that the information is being disclosed pursuant to Rule 26 and the date on which the information was last updated should be included on the website.
Although the information can be provided by a third party it must actually be available to view on the company’s website, rather than being accessible by clicking through to a third party website. All documents and information must either be in English or, where in another language, have a translated version available to view.
The obligations of a company to provide information to its Nomad have also been widened so to ensure that the Nomads are able to comply with their increased responsibilities, which have been widened by a comprehensive update to the Nomad rulebook. Please see our note discussing changes to the AIM Rules.
For more information, please contact Tom Shaw or Andrew Collins, or your usual Speechly Bircham contact.