AIM: Discussion Paper Feedback Statement – Shaping the Future of AIM

On 21 November 2025 the London Stock Exchange (LSE) published a feedback statement (Feedback Statement) in relation to its previous discussion paper on shaping the future of AIM which was published in Spring 2025. Some of the key areas discussed are summarised below.

The LSE notes there was overwhelming support from respondents to the discussion paper as well as a consensus about the important role of AIM and a clear sense of opportunity for its future development. A number of changes need to be made to position AIM for its next phase of growth, but many of these require the support of (or action from) others. As such, the LSE is engaging with the government, the Financial Conduct Authority (FCA) and the Financial Reporting Council (FRC) in a number of areas as discussed in detail in the Feedback Statement.

The LSE intends to publish a consultation on changes to the AIM Rules during the first half of 2026 but, in the meantime, it has identified a number of areas where it can immediately accept derogation requests in respect of the current rules (which it will consider on a case-by-case basis) and/or change its existing guidance. These include the following:

• Supporting founder-led businesses: Among other things the LSE confirms that dual-class share structures meeting the current Main Market requirements (applying equivalency where appropriate) will be acceptable for prospective AIM companies. In the context of the related party rules in AIM Rule 13, it is also confirmed that (provided the Nomad is satisfied there are reasonable commercial protections for the company in place such as good leaver/bad leaver terms) Nomads will not be required to provide a fair and reasonable view in relation to changes to directors’ remuneration.
• Supporting acquisitions: The LSE confirms that it will consider derogation requests in various areas relating to reverse takeovers. These include: (a) requests not to impose a suspension where appropriate alternative disclosure can be made; (b) requests (where both parties to the reverse takeover are publicly traded) to make alternative disclosure in the AIM Admission Document (AAD) instead of complying with the full requirements of Schedule 2 to the AIM Rules; and (c) requests to treat an acquisition as a substantial transaction rather than a reverse takeover where it can be demonstrated that it does not result in a fundamental change of business (although pending rule changes, AIM may still require shareholder approval of the acquisition). The LSE will also consider derogation requests in relation to certain aspects of the class tests.
• Attracting international companies: The LSE encourages Nomads who are working on any prospective AIM Designated Markets route admissions to contact AIM Regulation for support in streamlining the work they undertake to ensure this provides a genuine fast-track route to market.
• Addressing unnecessary friction: The LSE notes that, among other things, it will consider requests to dispense with the publication of an AAD for admission of further lines of securities by AIM companies and will also consider certain derogations in relation to historic financial information in AADs. 

Although there was overwhelming support for retaining the Nomad model, respondents suggested that the LSE should review the Nomad role to find ways to make it more proportionate and risk based. The LSE agrees that there are areas where the role has become too compliance oriented and intends to support a reset by engaging with firms on new technical guidance for Nomads. It will also be engaging with Nomads in relation to how it can update the process of Qualified Executive (QE) approval.

The Feedback Statement also notes (for the avoidance of doubt) that, in line with the current position, the LSE does not propose to require an AAD in relation to fundraising and further issues following the introduction of the new UK public offers regime and that AIM companies will therefore be able to fundraise on market and include retail investors without the need to publish an MTF admission prospectus.

The LSE will continue to engage closely with stakeholders and welcomes any further comments or thoughts on the direction of travel set out in the Feedback Statement. As noted above, it intends to publish a consultation on changes to the AIM Rules during the first half of 2026 as well as a new technical note for Nomads.

(LSE, Discussion Paper Feedback Statement, Shaping the Future of AIM, 21.11.2025)

ISS: Updated UK and Ireland Proxy Voting Guidelines

On 25 November 2025, ISS Governance announced updates to its UK and Ireland Proxy Voting Guidelines that will generally be applied for shareholder meetings taking place on or after 1 February 2026.

The updates follow a consultation period, and they include the following:

Amendments to articles of association to allow virtual-only meetings

A definition of “in-person” shareholder meetings has been included to address recent practices by some companies that seek to introduce more restrictive in-person shareholder meetings, with the potential to diminish shareholder participation or restrict opportunities for engagement with the board. The definition is a meeting “in which participating shareholders and board members meet in a specified physical location together. At such meetings, both shareholders and board members are physically present, enabling direct, in-person interaction”.

Relationship agreements with controlling shareholders

This relates to the election or re-election of an independent director to the board of a company with a controlling shareholder. The Guidelines note that while 2024 changes to the UK Listing Rules removed the requirement for companies to maintain written and legally binding relationship agreements with controlling shareholders, such companies are still expected to disclose how they ensure management independence.

Director leaver remuneration arrangement disclosure

An explicit expectation for companies to provide a rationale and justification for the treatment of departing directors classified as “good leavers” in the remuneration report has been included. ISS state that this aligns policy with UK market best practice and investor expectations regarding transparency of exit arrangements.

Related-party transactions

The Guidelines reflect 2024 changes to the UK. Listing Rules that removed the requirement for shareholder approval of most related-party transactions. The policy language has been updated to acknowledge this change, while retaining case-by-case evaluation criteria for any transactions that remain subject to shareholder approval. In such cases, the company must ensure that the related party does not vote on the relevant resolution and should take all reasonable steps to ensure that the related party's associates do not vote on the relevant resolution.

(ISS, Benchmark Policy Updates for 2026 – Executive Summary, 25.11.2025)

(ISS, EMEA Proxy Voting Guidelines – Benchmark policy changes for 2026, 25.11.2025)