A Brief Guide to AIM International Investor Series No. 7
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A Brief Guide to AIM
International Investor Series No. 7
AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE)
ITALY JAPAN PAPUA NEW GUINEA SAUDI ARABIA (ASSOCIATED OFFICE) SINGAPORE SPAIN SWEDEN
UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICAA Brief Guide to AIM International Investor Series No. 7 Contents 1. Introduction 1 2. Why is AIM a viable alternative to a listing on the Official List? 2 3. How to obtain admission to AIM 6 4. International companies and AIM 8 5. The way forward 9 Appendices Appendix 1 About this briefing 11 Appendix 2 About Ashurst 12
This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to. Readers should take legal advice before applying the information contained in this publication to specific issues or transactions. For more information please contact us at Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA T: +44 (0)20 7638 1111 F: +44 (0)20 7638 1112 www.ashurst.com. Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252 and is part of the Ashurst Group. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. The term "partner" is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of Ashurst LLP's affiliates. Further details about Ashurst can be found at www.ashurst.com. © Ashurst LLP 2014 Ref: 9005836 December 2014
1. Introduction
In the last 5 years, 350 companies made their debut on AIM, the London Stock Exchange's
market for smaller, growing companies from all business sectors from all over the world, and
approximately £23.4 billion was raised in equity finance by companies on AIM (both
admissions and secondary issues).
Admission to AIM provides the benefits of being traded on a public market but within a
regulatory environment which is designed specifically for the needs of smaller, growing
companies. Since its launch in June 1995, just over 3,500 companies have been admitted to
AIM. There are currently almost 1,100 companies on AIM, with a combined market value of
approximately £72 billion.
AIM was originally established so that smaller, growing companies at an earlier stage of their
business development could raise capital - both at the time of admission and later through
further issues - and have publicly traded securities. It has attracted companies from all
sectors but has proved particularly popular with companies in the biotech, technology,
software, mining and natural resource sectors.
Whilst some companies seek admission to AIM as a natural progression to a full listing, many
companies have actually moved the other way, attracted by the lighter regulatory
environment of an AIM admission. By November 2014, market capitalisation of individual
companies on AIM ranged from less than £2 million to over £2.6 billion in the case of
Songbird Estates. This range of companies, as well as the movement of companies from the
main market, has helped to increase the credibility of AIM.
AIM is also popular with international companies, with nearly 450 companies operating
wholly or mainly outside of the UK. Currently, as at November 2014, international companies
on AIM have a combined market capitalisation of £25.5 billion, which is 35 per cent. of the
total market capitalisation of all companies on AIM. Of these companies, 75 have operations
mainly in Africa, with a market capitalisation of £2.87 billion.
Page 12. Why is AIM a viable alternative to a listing on
the Official List?
There are a number of possible factors why AIM is considered to be a viable alternative to a
listing on the premium segment of the Official List. An analysis of some of these factors is set
out below.
Ability to raise funds
AIM offers small companies the ability to raise capital to fund future growth, both at the time
of admission and later through further issues. This enables smaller companies to broaden
their investor base by attracting institutional investors and also raises their profile with
analysts.
Credibility factor
When AIM was first launched in 1995, investors, institutional shareholders and others
involved in public markets work, were cautious about AIM, one common belief being that it
was a market more suited to immature and high-risk companies. While it is still true that an
investment in AIM-traded companies typically involves a higher degree of risk than
investments in companies traded on the Official List, this attitude has changed as an
increasing number of well known companies have sought admission to AIM. In addition,
restrictions on fund managers and institutional shareholders from investing in companies not
listed on the Official List have also diminished, thereby generating increased awareness of,
and credibility for, AIM.
Accessibility
Another factor is that the eligibility criteria for admission to AIM are less onerous than those
for admission to premium listing on the Official List, making AIM an easier market to join. For
example, there is no requirement to have a set number of a company's shares in public
hands (whereas 25 per cent. of shares must be in public hands in the case of a premium
listing on the Official List) although in practice it would be expected to be at least ten per
cent. In addition, AIM entrants do not need a trading record (whereas a three year trading
record is generally required for a listing on the premium segment of the Official List), making
AIM an attractive market for smaller, growing companies.
All prospective AIM companies are, however, required to appoint a nominated adviser
("Nomad") from a register of firms approved by the London Stock Exchange for this purpose
and it is the duty of the Nomad to act as the market's policeman.
Lighter regulatory environment
A further factor relates to the lighter regulatory environment associated with being admitted
to AIM as opposed to having a premium listing on the Official List. Whilst the continuing
obligations of AIM companies and companies with a premium listing are broadly similar,
there are several notable differences which can have a big impact in practice (in terms of,
Page 2amongst others, time, costs and management and business disruption). Examples include
the following:
there is no requirement to have an AIM admission document approved by a regulatory
authority whereas the Financial Conduct Authority ("FCA") will need to approve a
prospectus prior to a listing on the Official List, which can have timing and cost
implications. That said, if an AIM company offers securities to the public as part of the
AIM admission process, it will be required, in accordance with the FCA Prospectus
Rules (which implement the EU Prospectus Directive) ("Prospectus Rules"), to publish
a prospectus which must be approved by the FCA (unless a relevant exemption
applies);
acquisitions and disposals are more stringently regulated for Official List companies
with a premium listing. For example, AIM companies are not required to produce
further documentation for, nor seek the consent of, their shareholders when effecting
acquisitions and disposals unless such a transaction is categorised as a reverse
takeover (which effectively means a takeover where the target company is larger than
the acquiror). This difference can represent significant time and cost savings to
companies and also affords a company more flexibility to expand or change direction
quickly. (Note, however, that shareholder approval must be sought where an AIM
company proposes to divest itself of all or substantially all of its business activities
resulting in a fundamental change of business); and
there is no requirement for an AIM company to comply with the UK Corporate
Governance Code, while companies with a premium listing on the Official List are
required to state in their annual reports the extent to which they comply or not with
the provisions of the UK Corporate Governance Code. Most Nomads will, however,
typically require AIM companies incorporated in the UK to comply with the UK
Corporate Governance Code, and the QCA (which represents smaller quoted
companies outside the FTSE 350) also urges compliance, to the extent practicable.
Tax breaks
From a tax perspective, there are a number of advantages to not pursuing a listing on the
Official List. This is because for many purposes HM Revenue and Customs treats shares in
AIM companies as "unquoted shares" with the effect that certain valuable tax reliefs are
available to investors in AIM companies. Set out below are the key reliefs that may be
available to investors in AIM companies but not to investors in companies with a full listing.
Main tax benefits for investors
Inheritance tax. On the death of an individual, inheritance tax will often be due on the
full value of any listed shares held at the date of death. However, shares in AIM
companies are usually exempt from inheritance tax, provided that the shares have
been held for at least two years (unless the company is a dealer in financial
instruments, a property company or an investment company). The position for
companies with a full listing is much less favourable.
Loss relief. Enhanced loss relief is available for certain investments in unquoted trading
companies, allowing individual investors suffering a loss for CGT purposes on the
disposal of these shares to claim relief against their taxable income. The relief is
available for shares to which EIS relief (see later) is attributable or shares in
"qualifying trading companies" which are, broadly, smaller unquoted trading
Page 3companies whose business is located mainly in the UK. "Unquoted" for these purposes
includes shares in AIM companies. Investment companies may be eligible for a similar
loss relief.
UK stamp duty and stamp duty reserve tax (SDRT) are no longer charged on any
transfer (including to a depositary receipts regime or clearance service) or own-
purchase of AIM quoted shares and securities. Stamp duty or SDRT is generally
payable at 0.5 per cent on transfers and own purchases of shares in fully listed
companies with a UK register, save in certain specific circumstances.
Shares traded on AIM are now permitted to be held in the main tax exempt savings
scheme available to UK residents (known as individual savings accounts or ISAs).
Specific Schemes
Enterprise Investment Scheme ("EIS") applies to companies with gross assets under
£15 million before the shares are issued and £16 million after. If an AIM company
qualifies under EIS, certain tax reliefs and benefits will be available to UK individual
investors in the AIM company. For example, an individual who subscribes in cash for
new ordinary shares in a qualifying EIS company, may be able to reduce their UK
income tax liability for that year by an amount equal to 30 per cent. of the sum
invested, subject to a maximum investment of £1 million. In addition, provided certain
conditions are satisfied, an individual will be able to sell their investment without a
capital gains tax liability. There are also other EIS benefits in respect of losses and the
ability to defer capital gains. Individual investors in a company with a full listing would
not qualify for EIS relief.
Seed Enterprise Investment Scheme ("SEIS") can also apply to investments in AIM
companies. It offers individual investors similar reliefs to EIS. However, SEIS is limited
to very small companies.
Venture capital trusts ("VCTs"). A VCT is a fully listed company, similar to a quoted
investment trust which is approved as such by HM Revenue and Customs and mainly
invests in companies with gross assets under £15 million before the shares are issued
and £16 million after and which do not have a full listing. In a similar way to the EIS,
an individual who subscribes for eligible shares in a VCT may be able to reduce their
income tax liability by an amount equal to 30 per cent. of the sum invested, subject to
a maximum of £200,000. Additional benefits include an exemption from tax on
dividends received from the VCT and an exemption from capital gains tax on disposal
of the VCT shares. In addition, the VCT itself is exempt from tax on chargeable gains
on disposal of its investments. The maximum annual amount that an investee
company may raise from any single VCT is £1 million.
Remittance basis business investment relief allows individuals ("Remittance Basis
Users") who are UK resident but not UK domiciled to remit foreign income or gains to
the UK to make a "qualifying investment" without the foreign income or gains being
charged to UK tax (as they otherwise would be under the remittance basis of
taxation). The issue of shares in an AIM company to a Remittance Basis User can be a
"qualifying investment" for the purpose of this relief.
Note that the amount that an investee company can raise annually under the EIS, SEIS,
VCTs and other "risk capital schemes" must not exceed £5 million.
Page 4Increasing international scope of AIM
In the last five years, there were 350 admissions to AIM, of which 113 were international
companies. Although there has been a slow down in admissions in the last five years, AIM
has gained wider recognition as an international growth market that is both able to provide
access to a broad range of institutional and private investors as well as support to
international growth companies. The London Stock Exchange’s decision in 2003 to enable
international companies listed on certain foreign exchanges to fast-track their AIM admission
has also helped AIM to become an attractive proposition for international companies.
Further, for many international companies, there is no equivalent market to raise funds in
their own territories.
All these possible reasons and others have helped to make AIM a credible market for
international companies.
Page 53. How to obtain admission to AIM AIM membership is available to companies from all business sectors and from all over the world. A company wishing to join AIM must comply with the procedure set out in the AIM Rules for Companies and is not subject to the Prospectus Rules (unless a prospectus is required to be published) or the Listing Rules published by the FCA. The overriding requirement is that a company must be suitable for the AIM market. Suitability The suitability of a company for admission to AIM is determined by the company's Nomad. Therefore it is the responsibility of the Nomad to reach a judgment as to whether a company is suitable to be admitted to AIM. Documentation required Save for companies who already have a listing on a recognised stock exchange (see section 4 for explanation of the designated markets admission route), each company seeking admission to AIM must prepare an admission document. The requirement to produce an admission document is the same whether a company is also raising money through an associated fundraising (such as a placing) or simply seeking admission to AIM with no associated fundraising. However, if in conjunction with its AIM admission or a secondary offering, an issuer offers securities to the public in the UK, it may fall within the requirements of the Prospectus Rules, in which case such an issuer may be required to produce a prospectus for approval by the FCA. Please see section 5.) The admission document must include all relevant information on the company and the securities to be admitted to AIM, together with details of its directors, activities, management and historical financial information. Specifically, the admission document must contain annual audited accounts for the last three years (or less if the company has traded for a shorter period), a responsibility statement from the directors and a working capital statement that the company has sufficient working capital for its present requirements (being at least 12 months from the date of its admission to AIM). The admission document is made available to prospective investors to allow them to make an informed decision on whether to invest in the company's shares. In addition to the admission document, if a company is undertaking an associated fundraising, there will also typically be an underwriting or placing agreement together with other ancillary documents (including placing letters, press announcements, nominated adviser agreements, broker agreements, and other such documents). The content requirements for an admission document (together with the obligations an AIM company must comply with after admission) are set out in the AIM Rules for Companies which an AIM company must comply with at all times. Page 6
Nominated adviser and broker
Each company seeking admission to AIM must appoint and retain a Nomad. The role of the
Nomad is akin to the role of a sponsor on a premium listing on the Official List, save that a
Nomad must remain in place following admission. The Nomad will initially advise on the
company's suitability for admission to AIM and oversee the admission process and, following
admission, acts as the company's point of contact with the London Stock Exchange. The
Nomad must comply with the AIM Rules for Nominated Advisers.
In addition to a Nomad, an AIM company must appoint and retain a broker at all times who
will be responsible for dealings in the company's shares. The broker will often be the same
organisation as the Nomad.
Time and cost
The process for obtaining admission to AIM is broadly the same as obtaining a premium or
standard listing on the Official List. However, as there is no pre-vetting of admission
documents by a regulatory authority such as the FCA, it is generally quicker to obtain
admission to AIM than a full listing. However, the time required to obtain admission will
depend on the company itself, how well organised it is and the amount of due diligence and
verification which is required.
Page 74. International companies and AIM
As mentioned earlier, AIM has become increasingly attractive in recent years to international
companies. For international companies, admission to AIM not only provides access to the
London market, one of the largest capital markets in the world, with its high standards of
regulation, broad range of both institutional and private investors and international
expertise, but it also helps to raise the profile of international companies if they wish to
expand operations into new overseas markets.
In addition, international companies can trade their shares in any freely available currency
and, provided its accounts are prepared in accordance with US GAAP, Canadian GAAP,
Australian IFRS or Japanese GAAP or, in the case of an EEA incorporated company, International
Accounting Standards ("IAS"), there is no requirement to re-state any historic accounts.
The geographical spread of international companies on AIM is extremely wide. For example,
there are companies with operations in Russia, Kazakhstan, Ukraine, Malaysia, Indonesia,
India, Australia and Canada, as well as China and Hong Kong who have their securities
admitted to AIM.
International companies can join AIM through the standard admission route or, if applicable,
via the fast-track admission route for international companies (otherwise known as the
"designated market route").
Designated markets admission route to AIM
Since July 2003, companies who have had their securities trading on an AIM designated
market (which currently includes, amongst others, the Australian Stock Exchange, Deutsche
Börse, the Johannesburg Stock Exchange, NASDAQ, New York Stock Exchange and the
Toronto Stock Exchange) for at least 18 months prior to the date of admission to AIM, can
apply to be admitted without having to publish an admission document. The designated
markets route is designed to simplify the AIM admission process for companies already listed
in a designated foreign market and offers a further benefit to international companies.
Instead of an admission document, a company will be required to provide certain information
by way of an announcement 20 business days prior to the date of its expected admission to
AIM, including details such as the size of any capital raising; confirmation that the company
has adhered to the legal and regulatory requirements of the relevant designated foreign
market; details of the business of the company and its intended strategy following
admission; a description of significant changes in the financial or trading position of the
company since the date to which the last audited accounts were prepared; a statement from
the directors that the company’s working capital will be sufficient for at least 12 months from
the date of its admission to AIM; and the address of a website containing the company’s
latest published annual report and accounts which must have a financial year end not more
than nine months prior to admission.
Although the designated markets admission route provides a faster entry process, it is
necessary to undertake due diligence and verification procedures and companies using the
fast-track procedure must still appoint a Nomad who will have to confirm an applicant's
suitability for AIM. In addition, Nomads often insist on companies producing an admission
document, even if eligible to use the designated markets route, in order to give potential
investors, and the market generally, an opportunity to assess the value of the securities and
make an informed judgment as to whether to invest in the company. This will be particularly
important in the context of an associated fundraising.
Page 85. The way forward
New transaction structures
AIM's flexible admissions process has traditionally been one of its strengths, and this has
facilitated the development of new transaction structures. For example, the use of "stub
equity" structures, where shareholders in a target company being bid for are given the
option of continued equity participation in an AIM listed company. Examples of transactions
where "stub equity" structures have been used include the takeovers of Canary Wharf plc
and Countrywide plc. Further, investing companies (including cash shells), which are
companies with no actual business but which have been formed to make acquisitions, can be
admitted to AIM. (Note, however, that the London Stock Exchange has introduced an
admission condition for investing companies requiring that all new investing companies must
raise at least £3 million in cash on, or immediately before, admission via an equity
fundraising and seek the consent of its shareholders for its investing strategy on an annual
basis until, as a result of an acquisition, the company is no longer considered an investing
company).
A innovation in 2005 and 2006 was the admission of special purpose acquisition companies
(or SPACs) to AIM. SPACs are an import from the United States which are a variation on the
traditional cash shell in that the new money raised is put into a trust whilst acquisitions are
sought. Investors invest on the basis of both the industry sector that the SPAC is targeting
and the expertise of the management team in that sector. The management promises to
make an acquisition within 18 months but the acquisition is subject to shareholder approval.
Examples include Black Rock Absolute (April 2008). Although SPACS have not been seen
recently they remain a viable option.
AIM was also used for the new compensatory open offer structure (which combines elements
of a rights issue with an open offer) in September 2009 when Songbird Estates plc used it.
This was the second time that the structure had been used and the offer raised £895m.
EU Directives
Maintaining AIM's flexibility and lighter regulatory environment is an important consideration
for AIM going forward especially given the culmination of the Financial Services Action Plan
("FSAP") (an initiative to modernise and harmonise financial regulation across the European
Union) in 2007.
Consistent with its status as a market built on a simplified regulatory environment, in
October 2004 AIM opted to relinquish its "EU regulated market" status to become an
"exchange regulated" market. The decision was taken in order to minimise the impact of key
EU Directives (like the EU Prospectus Directive implemented as part of the FSAP), and in turn
preserve AIM's existing flexible structure and regulatory regime.
Taking for example the Prospectus Rules which came into effect on 1 July 2005
(implementing the EU Prospectus Directive) and which introduced a new regime for offers of
securities to the public in the UK, by AIM ceasing to be an "EU regulated market" and
becoming "exchange regulated", companies wishing to join AIM fall outside the requirement
under the Prospectus Rules to issue a prospectus on admission to an EU regulated market
with the result that the requirements for admission to AIM remain largely unchanged.
Page 9However, if securities are being "offered to the public" as part of the AIM admission process, the Prospectus Rules require the publication of a prospectus on admission to AIM. The Prospectus Rules will apply where an offer of securities is made to more than 150 persons (other than qualified investors) in each member state and raises more than €5 million in any one year. This is likely to occur in the following (non-exhaustive) circumstances: pre-emptive offers (such as rights issues and open offers) and takeovers where the company's securities are being offered as consideration. If a prospectus under the Prospectus Rules is required to be published on admission to AIM, it will need to be approved by the FCA and cannot simply be vetted by the relevant company's Nomad. Exemptions available under the Prospectus Rules (in particular, the "qualified investor" exemption) should enable an AIM company to structure a non-retail offer of its securities without the requirement to issue a prospectus. Other markets Since AIM launched in 1995, other markets offering similar benefits to AIM have been launched in London, notably the standard listing segment of the Official List and the High Growth Segment. As its name implies, the standard listing segment is an EU minimum listing (whereas the premium segment is considered to be "super equivalent" to EU minimum standards). The High Growth Segment (which launched in March 2013) is an exchange regulated rather than a listed market (as is AIM) and is intended for EEA incorporated growth companies who intend to move to a premium listing in due course. Each market has its own advantages. If you require more detail on these markets, please speak to your Ashurst contact. Page 10
Appendix 1
About this briefing
This briefing forms part of a series of briefings written about corporate issues by Ashurst for
international investors. The briefings in this series are:
No. 1 Establishing a Business in Great Britain
No. 2 Acquisition of Private Companies in England and Wales
No. 3 Acquisition of a Business in England and Wales
No. 4 Why List in London?
No. 5 Takeovers - A Guide to the Legal and Regulatory Aspects of Public Takeovers in the
United Kingdom
No. 6 Joint Ventures in England and Wales
No. 7 A Brief Guide to AIM
No. 8 A Brief Guide to Corporate Insolvency in England and Wales
No. 9 Private Equity Transactions: Overview of a Buy-out
If you would like further information on the matters referred to in this guide or to receive
additional copies of this or any other briefing in the series, please speak to your usual
contact at Ashurst or:
Michael Robins
Partner
T: +44 (0)20 7859 1473
E: michael.robins@ashurst.com
Further copies of these briefings can also be obtained via our website at www.ashurst.com.
Page 11Appendix 2 About Ashurst Ashurst is a leading international law firm advising corporates, financial institutions and governments. Our core businesses are in corporate, finance, dispute resolution, and the development and financing of assets in the energy, resources and infrastructure sectors. In November 2013, Ashurst LLP and Ashurst Australia (formerly Blake Dawson) merged to form one global team. We have 28 offices in 16 countries and a best-friend referral relationship with an Indian law firm. With over 400 partners and 1,700 lawyers in total, we offer the international insight of a global network combined with local market knowledge. Seamless client service We provide consistently high quality, commercially relevant legal advice worldwide, and build teams that are specific to our clients' needs, combining specialist legal skills, industry experience and regional know-how. We have a track record of successfully managing large and complex multi-jurisdictional transactions, disputes and projects. Our focus is on getting to the heart of your legal needs and delivering practical, commercial solutions. Page 12
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