AIM Rule 26 and guidance notes
AIM RULE 26 - Company information disclosure
Each AIM company must from admission maintain a website on which the following information should be available, free of charge:
- a description of its business and. where it is an investing company, its investing strategy;
- the names of its directors and brief biographical details of each, as would normally be included in an admission document;
- a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities;
- its country of incorporation and main country of operation;
- where the AIM company is not incorporated in the UK, a statement that the rights of shareholders may be different from the rights of shareholders in a UK incorporated company;
- its current constitutional documents (e.g. its articles of association);
- details of any other exchanges or trading platforms on which the AIM company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded;
- the number of AIM securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of AIM securities that is not in public hands together with the identity and percentage holdings of its significant shareholders. This information should be updated at least every 6 months.
- details of any restrictions on the transfer of its AIM securities;
- its most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18;
- all notifications the AIM company has made in the past 12 months;
- its most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months;
- and details of its nominated adviser and other key advisers (as might normally be found in an admission document).
Guidance notes to Rule 26 issued by the London Stock Exchange:
All applicants and AIM companies will have until 20 August 2007 to comply with this rule. Existing AIM companies should notify the website address at which the information required by this rule is available (this can be as part of another notification). New AIM companies will be required to disclose such information on the pre-admission announcement pursuant to rule 2.
The Information required by this rule should be kept up-to-date and the last date on which it was updated should be included. The information should be easily accessible from one part of the website and a statement should be included that the information is being disclosed for the purposes of rule 26. Any redirection of a user to other areas of a website or to a document included on the website should be to a specific location for that information. Users should not have to enter search criteria in order to locate information.
The website where this information is available should be the company’s website, although it is acknowledged that such a site may be hosted by a third party provider.
The requirement to disclose restrictions on the transfer of shares relates to the disclosure of jurisdictional exemptions or restrictions that an AIM company is seeking to make use of and that may operate by virtue of non-UK securities laws, such as the US Securities Act 1933 or similar (noting, however, the requirements of rule 32).
An AIM company should take appropriate legal advice on how to make available any prospectus, admission document, circular or similar shareholder publication in compliance with this rule so as not to infringe any securities laws that may apply to it.
The disclosure of information in relation to the trading of AIM company securities on any other exchange or trading platform should include details which exchange or platform (including details of any segment, tier or similar) and which securities this relates to.
“Main country of operation” should be interpreted as the geographical location from which the AIM company derives (or intends to derive) the largest proportion of its revenues or where the largest proportion of its assets are (or will be) located, as is most appropriate depending on the business of the company.