COMPARISON TABLE
LISTING REQUIREMENTS ACROSS AQUIS EXCHANGE (AQUIS), AIM AND MAIN MARKET OF LONDON STOCK EXCHANGE
EXCHANGE
Listing document for Primary Listing
Listing document for Secondary Listing
Country of incorporation
Minimum market capitalisation/ fundraising requirement
Free transferability of shares
Aquis Admission Document
An eligible applicant for the fast-track admission process for companies listed on qualifying markets is not required to publish an Aquis Admission Document but must comply with all the eligibility requirements set out in the Aquis Growth Market Access Rulebook (Access Rules)
Any
An eligible applicant for the fast-track admission process for companies listed on qualifying markets is not required to publish an Aquis Admission Document but must comply with all the eligibility requirements set out in the Aquis Growth Market Apex Rulebook (Apex Rules)
Not required and a fast-track admission process for companies listed on certain overseas exchanges is available, but not often used, particularly where there is a significant fundraising.
Financial adviser requirements / Sponsor
Shares must be freely transferable, fully paid and eligible for electronic settlement
Shares must be freely transferable, fully paid and eligible for electronic settlement
Minimum free float Corporate governance
Aquis Corporate Adviser required for listing and on an ongoing basis thereafter
Aquis Corporate Adviser required for listing and on an ongoing basis thereafter
minimum (however there is a £6 million minimum fundraise on admission for SPACs)
Shares must be freely transferable, fully paid and eligible for electronic settlement except where:
Any jurisdiction, statute or regulation requires or places restrictions on shares; or where the company wishes to restrict the number of shareholders domiciled in a particular country to avoid being subject to statute or regulation.
Note, however, that on admission to AIM, certain shareholders will be required to enter into contractual ‘‘lock-ins’’ in respect of their shares
Nominated Adviser required for listing and on an ongoing basis thereafter
Shares must be freely transferable, fully paid and eligible for electronic settlement
Shares must be freely transferable, fully paid and eligible for electronic settlement
Access market companies must have due regard for the principles laid down by a ‘recognised corporate governance code’
10% of securities must be in public hands on admission (25% for SPACS)
APEX market companies must, as far as possible, adopt the principles and standards set down in either the Quoted Companies Alliance’s corporate governance code or the UK Corporate Governance Code
25% of securities must be in public hands on admission
AIM companies must confirm the ‘recognised corporate governance code’ they have chosen to apply and explain how they comply with that code, and the reason/s for any noncompliance must be explained
AIM has no minimum percentage free float requirement, but Nomad will assess suitability
Listing sponsor required for listing.
No requirement to retain post-listing, but sponsor advice may be required in relation to certain significant or related party transactions
Required to comply with the UK Corporate Governance Code or to explain noncompliance
No requirement (although typically a Listing sponsor would be engaged for listing)
No additional UK governance code required – QCA Code or domestic code will suffice.
10% of the shares must be in public hands on admission to listing and at all times thereafter
10% of the shares must be in public hands on admission to listing and at all times thereafter
Financial track record
2 years of audited historical financial information covering at least 2 financial years prior to admission and including consolidated accounts for the applicant and all its subsidiary undertakings
Accounting standards
IFRS; U.K. GAAP; or other accounting standards as prescribed under the Access Rules
Financial reporting obligations
Working capital statement for next 12 months
Must announce and make public its annual financial report at the latest 6 months after the end of each financial year and must announce and make public a half-yearly financial report within 3 months of the end of the first 6 months of the financial year
Yes
IFRS; U.K. GAAP; or other accounting standards as prescribed under the Apex Rules
Must announce and make public its annual financial report at the latest 6 months after the end of each financial year and must announce and make public a half-yearly financial report within 3 months of the end of the first 6 months of the financial year
Yes (if market capitalisation exceeds €200 million)
3 years of audited accounts (or shorter period since incorporation). No more than 9 months old audited accounts, otherwise interim financial information (which may be unaudited) required
No listing requirement for historical financial information or revenue track record.
However while no specific information is now required, Admission would require a prospectus which currently requires disclosures of historical financial information to the extent available and a working capital statement.
IFRS or other approved GAAPs for non-EEA and Channel Island issuers or national GAAP with reconciliation to one of the approved standards
Must announce and make public its annual financial report at the latest 6 months after the end of each financial year and must announce and make public a half-yearly financial report within 3 months of the end of the first 6 months of the financial year
Yes
No listing requirement for historical financial information or revenue track record.
However while no specific information is now required, Admission would require a prospectus which currently requires disclosures of historical financial information to the extent available and a working capital statement. Note the Prospectus regime is under review currently by the FCA.
IFRS or other approved GAAPs. At a minimum, the last 2 years’ financial information must be restated on the basis to be applied in the issuer’s next annual accounts
Must announce and make public its annual financial report at the latest 4 months after the end of each financial year and must announce and make public a half-yearly financial report within 3 months of the end of the period to which they relate
No longer required, however as Admission requires a prospectus a working capital statement will be required on Admission as a part of the prospectus.
Note the Prospectus regime is under review currently by the FCA.
Note the Prospectus regime is under review currently by the FCA.
IFRS or other approved GAAPs. At a minimum, the last 2 years’ financial information must be restated on the basis to be applied in the issuer’s next annual accounts
Must announce and make public its annual financial report at the latest 4 months after the end of each financial year and must announce and make public a half-yearly financial report within 3 months of the end of the period to which they relate
No longer required, however as Admission requires a prospectus a working capital statement will be required on Admission as a part of the prospectus
Note the Prospectus regime is under review currently by the FCA.
Reverse takeovers
Reverse takeovers require readmission including publication of an Admission Document and shareholder approval
Reverse takeovers require readmission including publication of an Admission Document and shareholder approval
Related party transactions
Shareholder approval for acquisitions /significant transaction
Further issues of shares
Control of Assets
Revenue track record
Shareholder approval required for de-listing
Reverse takeovers where any class test exceeds 100% require readmission to AIM including publication of an Admission Document and shareholder approval
Reverse takeovers, where any class test exceeds 100%, require readmission including publication of a full Prospectus and shareholder approval
Reverse takeovers require readmission including publication of a full Prospectus
If applicant enters into related party transaction, they must release an announcement that contains the required information as set out under the Access Rulebook No admission document/prospectus required, but must submit to the Exchange a securities application prior to the expected date of admission per the Access Rules
Yes, if it constitutes a reverse takeover under the Access Rules
N/A
N/A
Yes
Yes, if it constitutes a reverse takeover under the Apex Rules
If applicant enters into related party transaction, they must release an announcement that contains the required information as set out under the Apex Rulebook No admission document/prospectus required, but must submit to the Exchange a securities application prior to the expected date of admission per the APEX Rules
N/A
N/A
Yes
Any related party transaction exceeding 5% of the class tests must issue a notification that contains information as set out under the AIM Rules and Nomad to confirm arrangement is ‘fair and reasonable’.
Yes, if it constitutes reverse takeover for AIM Rules for Companies (AIM Rules)
No admission document required. Prospectus only required when mandated by the Prospectus Rules
No, but if the related party transaction exceeds 5% on class tests it will require prescriptive announcement. Sponsor must confirm that arrangement is ‘fair and reasonable’
No, but if transaction exceeds 25% on class tests will require prescriptive announcement.
Prospectus required to be issued when offering exceeds 20% of existing shares over 12-month period
Control over the majority of assets for a 3-year period
N/A
Yes
No shareholder approval or documentation required
No shareholder approval or documentation required, and no prescriptive requirements for announcements.
Prospectus required to be issued when offering exceeds 20% of existing shares over 12-month period
N/A
N/A
No