On 28 May 2009, the London Stock Exchange published AIM Notice 32, which outlines intended changes to the AIM Rules for Companies (AIM Rules) concerning the disclosure of significant shareholdings. The changes reflect the amendments to Chapter 5 of the Disclosure and Transparency Rules (DTRs) concerning the disclosure of substantial economic interests in shares held through contracts for difference (CFDs) and similar financial instruments.
The changes will be implemented through amendments to certain definitions in the AIM Rules and will take effect from 1 June 2009 (that is, the same date as the changes to the DTRs). The LSE has indicated that it intends to issue a new version of the AIM Rules incorporating these changes as well as the changes resulting from AIM Notice 30, concerning the AIM Rules for investing companies, and AIM Notice 31, relating to rights issue subscription periods.
AIM companies which are incorporated under the UK Companies Act or which are otherwise incorporated and have their principal place of business in the UK (DTR Companies) are in any case required to comply with DTR 5 which (as amended) will require interests in shares held through CFDs and similar financial instruments to be included in the determination of whether a significant shareholding disclosure threshold has been exceeded.
The effect of the changes to the AIM Rules will be to require AIM companies incorporated in a jurisdiction which does not have a similar shareholder disclosure regime to the DTRs (Non-DTR Companies) to announce any relevant change to a significant shareholding resulting from a "financial instrument" (being any financial instrument requiring disclosure in accordance with DTR 5.3.1) without delay pursuant to AIM Rule 17, on the same basis as DTR Companies.
The guidance notes to AIM Rule 17 require Non-DTR Companies to use all reasonable endeavours to comply with AIM Rule 17 notwithstanding that their local law does not contain provisions similar to the DTRs, and recommend that such companies include provisions in their constitutions requiring significant shareholders to notify the company of relevant changes to their shareholdings.
In practice the changes to the AIM Rules may therefore require Non-DTR Companies to amend their constitutional documents, and the Exchange makes it clear in the Notice that they should do so at their next AGM, unless this meeting is within the next 6 months, in which case the amendments should be made by, or at, the following AGM.
View AIM Notice 32 (4 page pdf).