Published: 14th December 2017


Of relevance to: All firms having dealings on or with the London Stock Exchange’s AIM and anyone keeping insider lists under MAR
Key date: Applicable from 3 January 2018

The Markets in Financial Instrument Directive (“MiFID II”), will introduce a new designation of “SME Growth Market” that operators of qualifying markets can voluntarily apply for. The London Stock Exchange, as operator of the largest market for small and medium sized growth companies in the EU, has applied to the FCA for AIM to be registered as an SME Growth Market and is expecting to receive confirmation of final approval to take effect from 3 January 2018.

Background

The SME Growth Market designation has been developed by the European Commission, as part of its capital markets union plan, to create a bespoke regulatory framework for European growth markets.

The designation is also expected to raise the profile and visibility of SME Growth Markets across the EU and distinguish them from Multilateral Trading Facilities (“MTFs”) which generally operate as trading facilities that do not have a primary market function.

Minor Consequential changes to the AIM Rules for Companies

Rule 26 (Company information disclosure) of the AIM Rules for Companies (the “AIM Rules”) currently requires AIM companies to maintain a website on which information should be available, free of charge. Amongst other information, this includes:

  • An AIM company’s most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months;
  • The annual accounts published pursuant to AIM Rule 19 for the last three years or since admission, whichever is the lesser, and all half yearly, quarterly or similar reports published since the last annual accounts pursuant to AIM Rule 18; and
  • All notifications the AIM company has made in the past 12 months.

The eligibility requirements for SME Growth Markets require that certain regulatory information remains available for five years once published. There are therefore minor consequential changes to the AIM Rules, making it clear that AIM Rule 26 will apply in respect of the five year period to:

  • Any prospectus an AIM company has published;
  • Annual financial reports and half yearly financial reports; and
  • Regulatory notifications made public containing inside information for the purposes of the Market Abuse Regulation (”MAR”).

Consequences for Insider Lists

Following this announcement and assuming this application is granted by the FCA, AIM’s designation as an SME Growth Market will have an effect on the obligations of AIM companies to keep insider lists under MAR.

Under Article 18(6) of MAR, issuers on an SME growth market are exempt from drawing up an insider list, provided that the issuer:

  • takes all reasonable steps to ensure that any person with access to inside information acknowledges the legal and regulatory duties and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information; and
  • is able to provide the FCA (or other relevant authority) with an insider list upon request.

These provisions will therefore apply to AIM companies from 3 January. There is also a different prescribed form of insider list to be used by SME Growth Market issuers should they be requested to provide this to the regulator.

Whilst on the face of it, this change will lessen the administrative burden for AIM companies of MAR compliance, AIM companies by now are no doubt very familiar with managing the insider list requirements. Such companies will still have to ensure that they have the systems and processes in place to produce insider lists in the required form should these be requested by the regulator.

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