In December 2009, the AIM Regulation Team published the first issue of Inside AIM, a periodic newsletter designed to keep the AIM adviser community updated on key AIM policy and technical matters. The first edition covers a range of topics including those set out below.
Aggregation of directors' participation in a related party transaction
The AIM Regulation team comments that where more than one director participates in the same transaction with an AIM company, for example, in a share placing it may be appropriate to aggregate their participation when calculating the class tests to assess whether AIM Rule 13 (related party transactions) applies on the basis that the directors may be able, or viewed to be able, to act in concert when setting the terms of the transaction.
Purchase by an AIM company of its own securities
The AIM Rules do not specifically deal with tender offers and share buybacks. The AIM Regulation team states that if an AIM company decides to complete a tender offer, it supports the market practice of completing such an offer or buyback in accordance with the relevant Listing Rules requirements. Similarly, it considers that in the case of a share buyback in most circumstances compliance with Listing Rule 12.4.1 (purchases of less than 15%) would represent best practice.
Entry into an option agreement to complete a reverse takeover
Where an AIM company is considering entering into an option agreement to complete a reverse takeover, its Nomad should contact the AIM Regulation to discuss whether a suspension of trading may be required.
The remaining topics covered by Inside AIM are:
- Companies Act 2006 and AIM Rule 19 (annual accounts);
- clarification of certain queries relating to the AIM Note for Investing Companies published in June 2009;
- depositary receipts;
- various frequently asked questions;
- investigations and enforcement update; and
- AIM policy matters.
The technical guidance set out in Inside AIM is only intended to be illustrative and any amendments to existing AIM Rules will continue to be communicated via AIM Notices and will be subject to the usual public consultation process where appropriate.
View Inside AIM (9 page pdf).