AIM Resources Handbook 2022
Executive summary We are delighted to publish the latest version of the Stephenson Harwood AIM Resources Handbook. Events of the last two years brought unprecedented challenges to London’s financial markets and the wider global economy, as first the immediate consequences of Brexit were felt and then the COVID-19 pandemic ran its course. Amidst these extraordinary pressures, London’s flagship equity markets have shown a great deal of resilience and reminded us all of the crucial purpose they serve, particularly for smaller and high growth companies, providing access to equity financing. Many listed issuers have been the beneficiaries of much-needed financial support helping them to weather the recent economic storms. Whilst this edition sees no dramatic overhaul of theAIMRules for Companies, theAIMRules for NominatedAdvisers or theAIMdisciplinary procedures and appeals handbook, our handbook includes the latest updated version of each of the included rules as at February 2022 aswell as the 2022Dividend ProcedureTimetable and the latest AIM fees effective 1 January 2022. Slowly but surely following Brexit, London is beginning to forge its own path away from EU rules and regulations, as it aims to retain its status as a world-leading modern, ambitious, resilient, and above all, high-quality, global financial centre. Whilst the full impact of Brexit will only reveal itself in the fullness of time, we are already seeing some of the implications of independence for the listing, prospectus and market abuse regimes in the UK. The nascent UK MAR, together with changes recently made to the London listing regimes (following Lord Hill’s Listings Review) have generated some key updates to our resources handbook and the sections containing our London markets comparison and UK MAR with its implementing instruments have been fully updated. As demand for copies of our handbook often outstripped the print runs over the years, we are pleased to deliver our 2022 hard copy edition together with the launch of our first online version. This can be found on our SHCapital Markets Hub at https://www.shcapitalmarkets.com/ or using theQR code below. Free from the constraints of the traditional printed handbook, our newonline offering contains a wider selection of materials and will be kept updated going forwards, so please do take amoment to explore its contents when you can. Stephenson Harwood’s experienced Capital Markets team continues to exceed expectations in the London markets. Results of The Lawyer’s research published in January 2022 ranked us in the top three law firms both for most company-side and bank-side main market IPOmandates, by deal volume, since 2015; whilst we were also privileged to help AIM commemorate its 25th anniversary in 2021 with a series of podcasts which included a discussion with Marcus Stuttard, Head of AIM at the London Stock Exchange. We hope you find this latest edition helpful and informative andwe look forward toworkingwith you again in the near future. TomNicholls Partner, head of corporate T: +44 20 7809 2555 M: +44 7843 517 965 E: tom.nicholls@shlegal.com
26% Of our people are based in Asia 73% Revenue growth in the last 7 years 1100+ People worldwide 8 Offices worldwide 40 Languages spoken by our staff 190+ Partners 49 Top rankings for individuals 90+ Clients in over 90 countries Stephenson Harwood is a law firmwith over 1100 people worldwide, including more than 190 partners. We assemble teams of bright thinkers to match our clients’ needs and give the right advice from the right person at the right time. Dedicating the highest calibre of legal talent to overcome the most complex issues, we deliver pragmatic, expert advice that is set squarely in the real world.
1 Stephenson Harwood capital markets key contacts and experience statements
EQUITY CAPITAL MARKETS Get in touch Tom Nicholls Partner, London T: +44 20 7809 2555 E: tom.nicholls@shlegal.com Anthony Clare Partner, London T: +44 20 7081 2326 E: anthony.clare@shlegal.com David Dowding Partner, London T: +44 20 7809 2162 E: david.dowding @shlegal.com Elizabeth Field Partner, London T: +44 20 7809 2143 E: elizabeth.field@shlegal.com Carolyn Hall Partner, London T: +44 20 7809 2189 E: carolyn.hall@shlegal.com Alex Haynes Partner, London T: +44 20 7809 2003 E: alex.haynes@shlegal.com Ben Mercer Partner, London T: +44 20 7809 2230 E: ben.mercer@shlegal.com Tom Page Partner, London T: +44 20 7809 2021 E: tom.page@shlegal.com William Saunders Partner, London T: +44 20 7809 2138 E: william.saunders @shlegal.com Joel Bowtell Associate, London T: +65 6622 9562 E: joel.bowtell@shlegal.com Jack Digby Associate, London T: +44 20 7809 2265 E: jack.digby@shlegal.com Nick Horton Associate, London T: +44 20 7809 2131 E: nick.horton@shlegal.com Kate Longman Associate, London T: +44 20 7809 2123 E: kate.longman@shlegal.com Alan Sauvain Associate, London T: +44 20 7809 2356 E: alan.sauvain@shlegal.com Victoria Silver Associate, London T: +44 20 7809 2190 E: victoria.silver@shlegal.com Alexa Whitehead Associate, London T: +44 20 7809 2154 E: alexa.whitehead @shlegal.com © Stephenson Harwood LLP 2022. Any reference to Stephenson Harwood in this document means Stephenson Harwood LLP and its affiliated undertakings. Any reference to a partner is used to refer to a member of Stephenson Harwood LLP. Information contained in this document is current as at the date of first publication and is for general information only. It is not intended to provide legal advice. LONADMIN/16323511/150222 Stephenson Harwood is a law firm with over 1100 people worldwide, including more than 190 partners. Our people are committed to achieving the goals of our clients - listed and private companies, institutions and individuals. We assemble teams of bright thinkers to match our clients' needs and give the right advice from the right person at the right time. Dedicating the highest calibre of legal talent to overcome the most complex issues, we deliver pragmatic, expert advice that is set squarely in the real world. Our headquarters are in London, with eight offices across Asia, Europe and the Middle East. In addition we have forged close ties with other high quality law firms and an integrated local law capability in Singapore and the PRC. This diverse mix of expertise and culture results in a combination of deep local insight and the capability to provide a seamless international service. AIM Resources Handbook
“Whatever the issue and without fail, they always provide well-considered, detailed and balanced advice.” The Legal 500 UK 2020 Corporate Team of the Year – Legal Business Awards 2018 Stephenson Harwood is a law firm with over 1100 people worldwide, including more than 190 partners. Our people are committed to achieving the goals of our clients – listed and private companies, institutions and individuals. We assemble teams of bright thinkers to match our clients’ needs and give the right advice from the right person at the right time. Dedicating the highest calibre of legal talent to overcome the most complex issues, we deliver pragmatic, expert advice that is set squarely in the real world. Our headquarters are in London, with eight offices across Asia, Europe and the Middle East. In addition we have forged close ties with other high quality law firms. This diverse mix of expertise and culture results in a combination of deep local insight and the capability to provide a seamless international service. Sec 02 Tab 1 - Key Contacts ECM.indd 2 11/03/2022 09:45
Overview Our international equity capital markets practice is recognised as one of the most active and successful in equity fundraisings and stock exchange transactions. We regularly advise companies as well as sponsors, nominated advisers, brokers, book runners, selling shareholders and investors, bringing together broad corporate finance and sector expertise from across the firm. We have considerable experience advising on initial public- offerings, secondary issues (including placings, rights issues, cash boxes and open offers), transfers between markets, dual listings, takeovers, issues of convertible securities, block trades and share buy-backs. With core teams in London, Hong Kong, Singapore, and Dubai servicing global capital markets, we have a significant track record in each of these jurisdictions both in bringing companies to market and subsequently advising in respect of their ongoing transactional and regulatory needs. In the UK, our teamadvises on admissions to the London Stock Exchange (both premium and standard listings on theMainMarket, the Specialist Fund Segment and AIM, including the ‘AIMDesignatedMarkets’ route). We also advise companies looking to admit securities on European exchanges, such as The International Stock Exchange in the Channel Islands and Euronext. Our in-depth experience of acting for or alongside many of the London market advisory teams (including investment banks, sponsors, brokers, Nomads, corporate finance advisers, accountants and PR houses) means that we have a unique insight and knowledge of current market practice and expectations. What sets us apart from other firms? • We get to know your business – our objective is to feel like an extension of your own inhouse team. Ahead of any transaction, our core teamwill make sure they really take the time to understand not just the scope of the project but the true commercial impact of it on your business. • Strength in depth – we are recognised by both Chambers & Partners and Legal 500 as leading lawyers globally for both our capital markets and corporate finance expertise. Stephenson Harwood has been ranked a top law firmby both deal volume and value, in Perfect Information’s UK ECM Insight Report on IPOs and secondary fundraisings on the London Stock Exchange. • Commitment to high quality services –we have the necessary resources toprovide youwith a high quality, cost-effective service. • Global network – we have an extensive practice in Europe, the Middle East, Asia and Africa with selected ‘best in class’ partner firms in other jurisdictions. • Cross border capability – we work in seamlessly integrated teams across our international network to provide the best expertise for you wherever you need it. • Relevant industry sector expertise – our broad practice counts particular expertise in matters across the technology, energy, natural resources, life sciences, financial services, transportation, consumer, real estate and funds sectors.
Clients note “They are really thorough, attentive, diligent and commercial.” Chambers UK 2021 Our offering We have a substantial and long-established specialist equity capital markets practice which comprises a number of partners as well as a complement of senior and junior associates. We pride ourselves not just on our industry experience, but on placing as much emphasis on the commercial areas of any deal as we do on complex technical issues. Our lawyers have the expertise to handle all aspects of an equity capital markets matter, guiding clients through all stages of a process. Our teamof expertswill ensure that everyaspect of your business, including itsassets, finances, employment and incentivesarrangementsand intellectual property, satisfies investigations into listingsuitability. Weassistwithwritingandpreparing any requireddocumentation toensureaproject runs as smoothlyaspossible. Our global networkand considerableexperienceof thedifferent requirements that apply in theworld’s key jurisdictions, meanswe canseamlesslyproject manage teamsof advisors in cross-border transactions. Working with you We’re passionate about client service and we really do put you at the heart of everything we do, rather than just talk about it. Unlike some firms, we don’t overload ourselves with clients only to allow them to get lost in the ether. Instead, we build exceptional teams tailor-made to your needs, which are as committed to your success as you are. Whilst we’re an international firm, we’re proud to retain a small business feel, allowing us to put clients at the very centre of everything we do. We can help you with: • pre-IPO structuring and fundraising • IPOs, transfers (e.g. fromAIM to the Main Market), dual listings, introductions and reverse takeovers • listings forUKand international companieson stockexchanges in theUK, EuropeandAsia • secondary offerings including rights issues, placings and open offers • block trades • takeovers of listed entities • due diligence • regulatory advice • corporate governance • capital reconstructions, reorganisations and buy-backs • exchangeable or convertible bonds and equity linked offerings • continuing obligations under the Prospectus Rules, Listing Rules, MAR, AIM Rules, the DTRs and Takeover Code • de-listings • shareholder activism. Sec 02 Tab 1 - Key Contacts ECM.indd 4 11/03/2022 09:45
Company flotations Recent deals include: Microlise Group plc Advised Singer Capital Markets Advisory LLP on its role as nominated advisor, sole broker and bookrunner to Microlise on its £155 million AIM IPO Macquarie Capital (Europe) Ltd Advised Macquarie on its role as nomad, sole broker and bookrunner on the £96 million AIM IPO of DF Capital Holdings plc easyHotel plc Advised on the £30 million placing and admission to AIM for a developer and operator of ‘super budget’ branded hotels Hotel Chocolat Advised on the £167 million IPO on AIM of this British chocolatier and cocoa grower Liberum Capital and Tortilla Mexican Grill plc Advised Liberum Capital as nomad and sole broker on the £70 million placing and AIM IPO of Tortilla Mexican Grill plc Numis Securities Ltd and Argentex Group plc Advised Numis in its role as nominated adviser and broker on the AIM IPO of Argentex Group plc and related £46 million placing of new and existing shares Kalibrate Technologies plc £26 million AIM IPO and related £13 million placing for this fuel pricing technology company Novacyt S.A Advised on the EUR25 million AIM IPO (dual listing with existing Euronext Growth Paris quote) for this French company which specialises in clinical diagnostics Shield Therapeutics plc Advised on the £32.5 million placing and admission to trading on AIM for this pharmaceuticals company VR Education Advised this software and technology group on its IPO and dual listing on AIM and the Enterprise Securities Market of the Irish Stock Exchange, market capitalisation on admission was £20 million Arden Partners and Gordon Dadds plc Advised Arden Partners on £20 million placing and IPO by way of reverse takeover for this legal and professional services business Singer Capital Markets and Berenberg Advised Singer Capital Markets as nomad and joint broker and Berenberg as joint broker on IPO and £85 million placing for Made Tech Group plc Manolete Partners plc Advised Manolete Partners plc on its £76 million IPO and admission to AIM FinnCap Ltd and KRM22 plc Advised FinnCap on £10million placing and AIM IPO for this risk management technology investment company Focusrite Advised on the £73 million AIM IPO with Panmure Gordon of this music and audio products group Acacia Pharma Advised on the €40 million Initial Global Offering and admission to trading on the regulated market of Euronext Brussels, market capitalisation on admission was €190 million Equity capital markets fl t tions t ls include: icrolise Group plc Advised Singer Capital Markets Advisory LLP on its role as nominated advisor, sole broker and bookrunner to Microlise on its £155 million AIM IPO Macquarie Capital (Europe) Ltd Advised Macquarie on its role as nomad, sole broker and bookrunner on the £96 million AIM IPO of DF Capital Holdings plc easyHotel plc Advised on the £30 million placing and admission to AIM for a developer and operator of ‘super budget’ branded hotels Hotel Chocolat Advised on the £167 million IPO on AIM of this British chocolatier and cocoa grower Liberum Capital and Tortilla M xican Grill plc Advised Liberum Capital as nomad and sole broker on the £70 milli n placing d AIM IPO of Tortilla Mexican Grill plc Numis Securities Ltd and Arg ntex Group plc Advised Num in its role as n minated adviser and broker on the AIM IPO of Arg ntex Group plc and related £46 million placing of new and existing shares Kalibrate Technologies plc £26 million AIM IPO and related £13 million placing for this fuel pricing technology company Novacyt S.A Advised on the EUR25 million AIM IPO (dual listing ith exi ting Eur next Growth P ris quote) for this French company which spec alises in clinical diagnostics Shield Therapeutics plc Advised on the £32.5 million placing and admission to trading on AIM for this pharmaceuticals company VR Education Advised this software and technology group on its IPO and dual listing on AIM and the Enterprise Securities Market of the Irish Stock Exchange, market capitalisation on admission was £20 million Arden Partners and Gordon Dadds plc Advised Arden Partners on £20 million placing and IPO by way of reverse takeover for this legal and professional services business Singer Capital Markets and Berenberg Advised Singer Capital Markets as nomad and joint broker and Berenberg as joint broker on IPO and £85 million placing for Made Tech Group plc Manolete Partners plc Advised Manolete Partners plc on its £76 million IPO and admission to AIM FinnCap Ltd and KRM22 plc Advised FinnCap on £10million placing and AIM IPO for this risk management technology investment company Focusrite A vised on the £73 million AIM IPO with Panmure Gordon of this music and audio products group Acacia Pharma Advised on the €40 million Ini ial Global O fering and admission to trading on the regulated m rket of Euronext Brussels, market capitalisation on admission was €190 million Equity capital markets AIM Resources Handbook Contents No. Document 1. Stephenson Harwood capital markets key contacts and experience statements 2. Key features checklist: premium and standard listings, the High Growth Segment and AIM 3. AIM Rules for Companies and Guidance Notes 4. Index of AIM Rules and Inside AIM 5. Annexes 1, 11 and 20 of the Prospectus Regulation Rules (MinimumDisclosure Requirements - Admission Document) 6. Note for Investing Companies 7. Note for Mining and Oil & Gas Companies 8. AIM Rules for Nominated Advisers 9. AIM disciplinary procedures and appeals handbook 10. AIM fees 2022 and LSE Dividend Procedure Timetable 2022 11. UK Market Abuse Regulation and key Implementing/Delegated Regulations with index of Regulations (a) Implementing Regulation (2016/1055) public disclosure of inside information and delaying disclosure (b) Implementing Regulation (2016/347) format and updating of insider lists (c) Delegated Regulation (2016/522) including PDMR trading in closed period and exceptional circumstances (Articles 7 to 9) and examples of notifiable transactions (Article 10) (d) Implementing Regulation (2016/523) format for PDMR transactions disclosure and notification template (e) Delegated Regulation (2016/1052) conditions applicable to buy-back programmes and stabilisation measures (f) Delegated Regulation (2016/960) appropriate arrangements, systems and procedu for conducting market soundings (g) Implementing Regulation (2016/959) systems and notification templates and the format of records
EQUITY CAPITAL MARKETS Secondary issues Members of our team have advised on: McColls Retail Group plc Advised sponsor and joint broker Panmure Gordon and joint broker Singer Capital Markets on Main Market-listed McColl's £35 million firm placing and open offer finCap Advised finnCap, in its role as nominated advisor and broker, on Access Intelligence PLC’s £19.4 million acquisition of Isentia Group, and associated £50 million fundraise Liberum Capital Limited Advised Liberum as sole bookrunner in relation to a placing and open offer conducted by Time Out Group plc raising a total of £49 million Winterflood Advised Winterflood who has been appointed as placing agent on a secondary issue for The Schiehallion Fund Limited Acacia Pharma Group Plc Advised Acacia Pharma on its €27 million fundraise, through the placing of 10 million new ordinary shares with institutional investors in Europe and the US Arden Partners plc Advised Arden Partners (as Sole Bookrunner and Broker) on the placing of new ordinary shares by The Ince Group plc, the legal and professional services company Liberum Capital Limited Advised Liberum £19.5 million Main Market secondary placing of treasury Shares for CLS Holdings plc Patagonia Gold plc Advised for Patagonic AIM IPO and subsequent subscription, placings, open offers and city code whitewash Finncap and Zoo Digital Advised Finncap on accelerated bookbuild placing for Zoo Digital Group plc VPC Speciality Lending Investments plc Advised VPC on its placing and offer for subscription raising up to £250 million Shield Therapeutics Advised on £12 million secondary cashbox placing, subscription and warrant conversion for this pharmaceutical company Cenkos and Providence Resources Advised Cenkos Securities on $77 million placing and open offer for Providence Resources plc BTG plc Advised BTG £150 million joint underwritten cash box placing in relation to its acquisition of PneumRx Inc Gusbourne plc and Panmure Gordon Advised Panmure Gordon as bookrunner on accelerated bookbuild placing and subscription for Gusbourne plc KSK Power Ventur plc Advised KSK Power Ventur £39.5 million Main Market placing easyHotel plc Advised easyHotel on two accelerated bookbuild placings raising £50 million and £38 million EQUITY C I Me bers f r t ised on: McColls Retail Group plc Advised sponsor and joint broker Panmure Gordon and joint broker Singer Capital Markets on Main Market-listed McColl's £35 million firm placing and open offer finCap Advised finnCap, in its role as nominated advisor and broker, on Access Intelligence PLC’s £19.4 million acquisition of Isentia Group, and associated £50 million fundraise Liberum Capital Limited Advised Liberum as sole bookrunner in relation to a placing and open offer conducted by Time Out Group plc raising a total of £49 million Winterflood Advised Winterflood who has been appointed as placing agent on a secondary issue for The Schiehallion Fund Limited Acacia Pharma Group Plc Advised Acacia Pharma on its €27 million fundraise, through the placing of 10 million new ordinary shares with institutional investors in Europe and the US Arden Partners plc dvised Arden Partners (as Sole Bookrunner nd Broker) n the placi g of new ordinary shares by The Ince Group plc, the legal and professional services company Liberum Capital Limited Advis d Liberum £19.5 million Main Market secondary placing of treasury Shares for CLS Holdings plc Patagonia Gold plc Advised f r P tagonic AIM IPO and subsequent subscription, placings, open offers and city code whitewash Finncap and Zoo Digital Advised Finncap on accelerated bookbuild placing for Zoo Digital Group plc VPC Speciality Lending Investments plc Advised VPC on its placing and offer for subscription raising up to £250 million Shield Therapeutics Advised on £12 million secondary cashbox placing, subscription and warrant conversion for this pharmaceutical comp ny Cenkos and Providence Resources Advised Cenkos Securities on $77 million placing and open off r for Providence Resources plc BTG plc Advised BTG £150 million joint underwritten cash box placing in relation to its acquisition of PneumRx Inc Gusbourne plc and Panmure Gordon Advised Panmure Gordon as bookrunner on accelerated bookbuild placing and subscription for Gusbourne plc KSK Power Ventur plc Advised KSK Power Ventur £39.5 million Main Market placing easyHotel plc Advised easyHotel on two accelerated bookbuild placings raising £50 million and £38 million Sec 02 Tab 1 - Key Contacts ECM.indd 6 11/03/2022 09:45
EQUITY CAPITAL MARKETS M&A takeovers and other transactions Members of our team have advised on: Inspired Education Advised Inspired Education, the global education provider, on its £70 million public-to-private takeover of AIM-listed Wey Education plc Alternative Credit Investments plc (ACI) Advised ACI in connection with a cash offer by funds advised by Waterfall Asset Management, LLC at a value of £640 million City of London Investment Group Advised City of London Investment Group plc on its £78.4 million acquisition of Karpus Investment Management Bowmark Capital and Tax Systems plc Advised independent UK private equity firm Bowmark Capital on its £114 million public-toprivate takeover of AIMlisted Tax Systems plc BTG plc Advised this FTSE 250 speciality pharmaceuticals company on its £177 million takeover of Biocompatibles International plc Kalibrate Technologies plc Advised this fuel pricing technology company on its £29 million recommended takeover by Canterbury Acquisition Limited The Parkmead Group plc Advised on its £14.5 million takeover of Lochard Energy Group plc and subsequent £40 million placing Escape Hunt Group Advised this gaming experience business group on its £12 million reverse takeover of Dorcaster plc and related £14 million fundraise Numis Securities and Hornby plc Advised Numis on Hornby's transfer to AIM from the Main Market, associated £15 million placing and subsequent placing and open offer Lavendon Group plc Advised European powered access market leader Lavendon Group plc on its £600 million contested takeover by French group Loxam incadea plc Advised this AIM quoted software provider on its £122 million takeover (recommended) by Dealertrack Technologies, Inc Westhouse Securities Advised Westhouse Securities in relation to Braemar Shipping Services Plc £170 million merger with ACM Shipping Group plc Asian Growth Properties Advised this AIM listed real estate group on its £940 million special dividend and £913 million disposal of real estate assets Liberum Capital and Volex plc Advised Liberum on Volex's move to AIM from the Main Market and subsequent £36m placing Charlemagne Capital Acted for the fund management business on its £41 million recommended takeover by Fiera Capital Corporation Patagonia Gold and Hunt Mining Corp Advised Argentinian gold miner, Patagonia Gold plc, on its reverse takeover of Hunt Mining Corp, the Canadian listed mineral company ther transactions t ave advised on: Inspired Education Advised Inspired Education, the global education provider, on its £70 million public-to-private takeover of AIM-listed Wey Education plc Alternative Credit Investments plc (ACI) Advised ACI in connection with a cash offer by funds advised by Waterfall Asset Management, LLC at a value of £640 million City of London Investment Group Advised City of London Investment Group plc on its £78.4 million acquisition of Karpus Investment Management Bowmark Capital and Tax Systems plc Advised independent UK private equity firm Bowmark Capital on its £114 million public-toprivate takeover of AIMlisted Tax Systems plc BTG plc Advised this FTSE 250 speci lit pharmaceuticals company on its £177 m lli n takeover of Biocompatibles International plc Kalibrate Technologies plc Advised this fuel pricing technol gy co pany on its £29 million recommended takeover by Canterbury Acquisition Limited Th Parkmead Group plc Advised on its £14.5 million takeover of Lochard Energy Group plc and subsequent £40 million placing E cape Hunt Group Advised this gaming experience busin s group on its £12 million reverse takeover of Dorcaster plc and related £14 million fundraise Numis Securities and Hornby plc Advised Numis on Hornby's transfer to AIM from the Main Market, associated £15 million placing and subsequent placing and open offer Lavendon Group plc Advised European powered access market leader Lavendon Group plc on its £600 million contested takeover by French group Loxam incadea plc Advised this AIM quoted software provider on its £122 million takeover (recommended) by Dealertrack Technologies, Inc Westhouse Securities Advised Westhouse Securities in relation to Braemar Shipping Services Plc £170 million merger with ACM Shipping Group plc A i n G wth Properties Advised this AIM listed real estate group on its £940 million special dividend and £913 million disposal of real estate assets Liberum Capital and Volex plc Advised Liberum on Volex's move to AIM from the Main Market and subsequent £36m placing Charlemagne Capital Acted for the fund management business on its £41 million recommended takeover by Fiera Capital Corporation Patagonia Gold and Hunt Mining Corp Advised Argentinian gold miner, Patagonia Gold plc, on its reverse takeover of Hunt Mining Corp, the Canadian listed mineral company
EQUITY CAPITAL MARKETS © Stephenson Harwood LLP 2022. Any reference to Stephenson Harwood in this document means Stephenson Harwood LLP and/ or its affiliated undertakings. Any reference to a partner is used to refer to a member of Stephenson Harwood LLP. The fibre used to produce this paper is sourced from sustainable plantation wood and is elemental chlorine free. LONADMIN/7829693v17/140222 Fund flotations Members of our team have advised on: Home REIT plc Acted for Home REIT plc on its £240.5 million IPO on the London Stock Exchange, the biggest fund IPO of 2020 RBS Hoare Govett $507 million IPO of Goldman Sachs Dynamic Opportunities Limited, London’s largest ever fund of hedge funds listing Seraphim Space Investment Trust plc (SSIT) Advised Seraphim Space Investment Trust plc (SSIT) on the successful launch of its £178.4 million IPO fundraising Schroder European Real Estate Investment Trust plc Joint UK and South African IPO - £120 million initial placing, offer for subscription and placing programme P2P Global Investments plc Placing and intermediaries offer of new ordinary shares to raise up to £230 million and admission to the Main Market Augmentum Capital LLP Advised venture capital firm Augmentum on the successful IPO of Augmentum Fintech plc, the first UK listed investment company focused on fintech, and advised the £250 million company on its secondary fundraisings JP Morgan Brazil Investment Trust plc £46 million placing and offer for subscription Singer Capital Markets Acted for Singer Capital Markets on its successful IPO of a new music royalty fund, Hipgnosis Songs Fund Limited BB Healthcare Trust plc £150 million IPO of investment trust established to invest in healthcare stocks Cenkos and Civitas Social Housing REIT plc Advised Cenkos in relation to its role as sponsor and placing agent to the £350 million IPO of this REIT focussed on the social housing sector Woodford Patient Capital Trust plc Largest ever investment trust IPO seeking significant exposure to early-stage and earlygrowth companies raising £800 million CC Japan Income and Growth Trust plc £100 million initial placing offer for subscription, intermediaries offer and placing programme Jupiter Emerging & Frontier Income Trust plc £90 million launch of investment trust investing in global emerging and frontier markets Grit Real Estate Income Group Limited Acted on the London IPO of Grit Real Estate Income Group Limited, which also raised US$132 million for the group. Grit is a panAfrican (excluding South Africa) real estate company with a current market cap of US$ 440 million GCP Asset Backed Income Limited Advised Cenkos Securities on launch of investment company focussed on investment in loans secured against medium to long term cash flows Schroder Investment Management Limited and Big Society Capital Advised UK asset manager Schroders, and its joint venture partner, Big Society Capital (BSC), on the launch of Schroder BSC Social Impact Trust plc, the UK's first social impact investment trust EQUITY C I © Stephenson Harwood LLP 2022. Any reference to Stephenson Harwood in this document means Stephenson Harwood LLP and/ or its affiliated undertakings. Any reference to a partner is used to refer to a member of Stephenson Harwood LLP. The fibre used to produce this paper is sourced from sustainable plantation wood and is elemental chlorine free. LONADMIN/7829693v17/140222 F fl Me bers f ised on: Home REIT plc Acted for Home REIT plc on its £240.5 million IPO on the London Stock Exchange, the biggest fund IPO of 2020 RBS Hoare Govett $507 million IPO of Goldman Sachs Dynamic Opportunities Limited, London’s largest ever fund of hedge funds listing Seraphim Space Investment Trust plc (SSIT) Advised Seraphim Space Investment Trust plc (SSIT) on the successful launch of its £178.4 million IPO fundraising Schroder European Real Estate Investment Trust plc Joint UK and South African IPO - £120 million initial placing, offer for subscription and placing programme P2P Global Investments plc Placing and intermediaries offer of ew ordinary shares to raise up to £230 million and admissi n to the Mai M rket Augmentum Capital LLP dvised venture capital firm Augm m on the successful IPO of A gment m Fintech plc, the first UK listed investment company focused o fintech, and advised the £250 million company on its secondary fundraisings JP Morgan Brazil Investment Trust plc £46 million placing and offer for subscription Singer Capital Markets Acted for Singer Capit l Markets on its successful IPO of a new music royalty fund, Hipgnosis Song Fund Limited BB Healthcare Trust plc £150 million IPO of investment trust established to invest in healthcare stocks Cenkos and Civitas Social Housing REIT plc Advised Cenkos in relation to its role as sponsor and placing agent to the £350 million IPO of this REIT focussed on the social housing sector Woodford Patient Capital Trust plc Largest ever investment trust IPO seeking significant exposure to early-stage and earlygrowth companies raising £800 million CC Japan Income and Growth Trust plc £100 million initial placing offer for subscription, intermediaries offer and placing programme Jupiter Emerging & Frontier Income Trust plc £90 million launch of investment trust investing in global emerging and frontier markets Grit Real Estate Income Group Limited Acted on the London IPO of rit Real Estate Income Group Limited, which also raised US$132 million for the group. Grit is a panAfrican (excluding South Africa) real estate company with a current market cap of US$ 440 million GCP Asset Backed Income Limited Advised Cenkos Securities on launch of investment company focussed on investment in loans secured against medium to long ter cash flows Schroder Investment Management Limited and Big Society Capital Advised UK asset manager Schroders, and its joint venture partner, Big Society Capital (BSC), on the launch of Schroder BSC Social Impact Trust plc, the UK's first social impact investment trust AIM Resources Handbook AIM Resources Handbook Contents No. Document 1. Stephenson Harwood capital markets key contacts and experience statements 2. Key features checklist: premium and standard listings, the High Growth Segment and AIM 3. AIM Rules for Companies and Guidance Notes 4. Index of AIM Rules and Inside AIM 5. Annexes 1, 11 and 20 of the Prospectus Regulation Rules (MinimumDisclosure Requirements - Admission Document) 6. Note for Investing Companies 7. Note for Mining and Oil & Gas Companies 8. AIM Rules for Nominated Advisers 9. AIM disciplinary procedures and appeals handbook 10. AIM fees 2022 an LSE Dividend Procedure Timetable 2022 11. UK Market Abuse Regulation and key Implementing/Delegated R gulations with index of Regulations (a) Implementing Regulation (2016/1055) public disclosure of inside information and delaying disclosure (b) Implementing Regulation (2016/347) format and updating of insider lists (c) Delegated Regulation (2016/522) including PDMR trading in closed period and exceptional circumstances (Articles 7 to 9) and examples of notifiable transactions (Article 10) (d) Implementing Regulation (2016/523) format for PDMR transactions disclosure nd notification template (e) Delegated Regulation (2016/1052) conditions applicabl to buy-back programmes and stabilisation measures (f) Delegated Regulation (2016/960) appropriate arrangements, systems and procedures for conducting market soundings (g) Implementing Regulation (2016/959) systems and notification templates and the format of records Sec 02 Tab 1 - Key Contacts ECM.indd 8 11/03/2022 09:45
2 Key features checklist: premium and standard listings, the High Growth Segment and AIM
Key features checklist: Premium and Standard Listings, the High Growth Segment and AIM This key features checklist compares the requirements of a Premium Listing, Standard Listing, the High Growth Segment and AIM for a commercial/trading company looking to admit equity shares. Issue/requirement Main Market (LSE) AIM Official List (FCA) High Growth Segment Premium Listing Standard Listing Market Recognised Investment Exchange LondonStockExchangeplc Market features The “GoldStandard”with ahighprofileandamore liquidmarket but increased regulatory requirements Providesadmission to the MainMarketwithanOfficial Listingbut a lessonerous alternative toaPremium Listing Designed for highgrowth UKandEEA issuerswanting tobeon theMainMarket but notmeetingeligibility. Required tostate intention toapply to theOfficial List in the future Attractive tosmaller and growingcompaniesand companieswithout a trading history Amoreflexible regulatory regimeworkingcloselywith theNominatedAdviser Possibleeligibility for FTSEmarket indices ü FTSEUK IndexSeries (whereeligible) û û û FTSEAIMIndexSeries (whereeligible) Regulation RegulatedMarketOR Multilateral Trading Facility RegulatedMarket (MainMarket segment) “Super-equivalent” toEU requirements 1 RegulatedMarket (Main Market segment) RegulatedMarket (Main Market segment) Multilateral TradingFacility Official List (Listing Rules) ü ü û û Applicableexchange rules ListingRules ProspectusRegulationRules DisclosureGuidanceand TransparencyRules (DTRs) AdmissionandDisclosure Standards CertainListingRules ProspectusRegulationRules DisclosureGuidanceand TransparencyRules (DTRs) AdmissionandDisclosure Standards HighGrowthSegment Rulebook ProspectusRegulationRules DisclosureGuidanceand TransparencyRules (DTRs) AdmissionandDisclosure Standards AIMRules ProspectusRegulationRules (if anoffer to thepublic) DisclosureGuidance (DTRs1-3) andDTR5 forUK issuers CompliancewithListing andPremiumListing Principles ü ü ListingPrinciples û PremiumListingPrinciples û û Typeof admission document Prospectus Prospectus Prospectus Admissiondocument (prospectus if anoffer to thepublic) Reviewof admission document by regulator ü ü ü û unlessprospectus (see above) Eligibility Issuer countryof incorporation Any NBLR6.15.1 Any NBLR14.2.4 Issuersmust beUKor EEA incorporated Rule2 Any 1. Historically the case, albeit this is no longer guaranteed in the future, post-Brexit.
Issue/requirement Main Market (LSE) AIM Official List (FCA) High Growth Segment Premium Listing Standard Listing Revenue track record Generally3year trading record (75%of business) LR6 û Historic revenuegrowthof at least 20%(ona CompoundAnnual Growth Ratebasis) over prior 3year period Rule2 û Auditedhistorical financial information Last 3years LR6 Last 3financial yearsor such shorter periodas the issuer hasbeen inoperation PRApp3, Annex I, para20.1 Last 3financial yearsor such shorter periodas the issuer hasbeen inoperation PRApp3, Annex I, para20.1 Last 3financial yearsor such shorter periodas the issuer hasbeen inoperation AIMRulesSch2 Workingcapital statement 12 months LR6 “Sufficient” for present requirements PRApp3, Annex III, para3.1 “Sufficient” for present requirements PRApp3, Annex III, para3.1 12 months AIMRulesSch2 Minimum market capitalisation £30 million LR2 £30 million LR2 û (but seeeffect of free float below) û (investingcompanies needa minimum£8 million raisingat admission) Shares inpublichands (freefloat) 10% LR6 10% LR14 10%; and Valueof at least £30 million majorityofwhich must be raisedat admissionbynew issueor saleof existing securities Rule2 û (no rulebut inpractice theLSE is likely to require acertain level of free float dependingon the circumstances) Shareclasses Allowsdual class share structureprovided the weightedvotingshares meet certainconditions Allowsdual class share structureprovided the weightedvotingshares meet certainconditions Nospecific ruleagainst thisbut the issuerwould need tocomplywith a full eligibility review andadmissionprocess regarding thenewclassof securitieswith theLSE Nospecific rulebutAIMhas been reluctant toallowsuch structures in thepast Independent business or control of assets Independent business requirementsand independence from controllingshareholder(s) Relationshipagreement requirement for controlled companiesanddual voting structure for independent director elections/re- elections LR6/LR9 û Must control majorityof assets Rule2 û Pre-emption rights required ü (canbedisapplied) LR9 Applicablecompany law Applicablecompany law Applicablecompany law Continuingobligations Must retainasponsor or similar adviser Sponsor for admissionand certain transactions LR8 û KeyAdviser for admission andon-goingadvice for events Rules4and14 NominatedAdviser (Nomad) at all times AIMRule1 Disclosureof interests DTR5 DTR5 DTR5 UK issuers: DTR5, AIM Rule 17 and peoplewith significant control regime Non-UK issuers: reasonable endeavours to complywithAIMRule 17 Premium and Standard Listings, the High Growth Segment and AIM Sec 03 Tab 2 - Key Features Checklist.indd 2 11/03/2022 09:49
Issue/requirement Main Market (LSE) AIM Official List (FCA) High Growth Segment Premium Listing Standard Listing Corporategovernance requirements UKCorporateGovernance Code “complyor explain” and corporategovernance statement in annual report LR9/DTR7.2 Corporategovernance statement in annual report “Complyor explain” if applying a corporate governance code LR14/DTR7.2 Corporategovernance statement inannual report “Complyor explain” if applyingacorporate governancecode Rule32/DTR7.2 Requirement toapply a recognised corporate governance code Disclosure requiredon websiteon “complyor explain” basisAIMRule26 Significant transaction (class test) rules Shareholder approval for significant transactions Class1 (any ratio is25% ormore) and reverse takeovers Disclosure forClass2 (any ratio is5%ormorebut each is less than25%) LR10 û Disclosure for notifiable transactions (any percentage ratio25%or more) SectionB3 Shareholder approval for reverse takeovers SectionB5 Disclosure for substantial transactions (anyclass test ratioover 10%) AIMRule12 Shareholder approval for reverse takeoversand fundamental changeof business AIMRules14and15 Relatedparty rules Shareholder approval LR11 û Disclosure (anypercentage ratio5%ormore) SectionB4 Disclosure (anyclass test ratioover 5%) AIMRules13and19 Periodicfinancial reporting DTR4 DTR4 DTR4 AIMRules18and19 Annual –deadline4months after financial year end Annual –deadline4months after financial year end Annual –deadline4months after financial year end Annual –deadline6months after financial year end Half-yearly–deadline 3monthsafter endof financial period Half-yearly–deadline 3monthsafter endof financial period Half-yearly–deadline 3monthsafter endof financial period Half-yearly–deadline 3monthsafter endof financial period Disclosureof inside information Discloseas soonas possible Article17MAR2 (DTR2) Discloseas soonas possible Article17MAR2 (DTR2) Discloseas soonas possible Article17MAR2 (DTR2) Notificationwithout delay Article17MAR2 (DTR2) and AIMRule11 NotificationofDirectors andother PDMR dealings insecurities and restrictionsduring closedperiods Notificationwithin3 businessdays Article19MAR2 (DTR3) Notificationwithin3 businessdays Article19MAR2 (DTR3) Notificationwithin3 businessdays Article19MAR2 (DTR3) Notificationwithin3 businessdays Article19MAR2 (DTR3and AIMRule17guidance) Restrictionsduringclosed periods Article19MAR2 Restrictionsduringclosed periods Article19MAR2 Restrictionsduringclosed periods Article19MAR2 Restrictionsduringclosed periods Dealingpolicy required Article19MAR2 andAIM Rule21 Prospectus required for further issues ü not required if securities represent, over 12month period, less than20%of number of securities already trading, or other exemptionappliesPR1 ü not required if securities represent, over 12monthperiod, less than20%of number of securitiesalready trading, or other exemptionapplies PR1 ü not required if securities represent, over 12month period, less than20%of number of securities already trading, or other exemptionappliesPR1 û unlessanoffer to the public Transfer betweenMain Market segments Move toStandardListing (75%shareholder approval requiredandmajority voteof independent shareholders if controlling shareholder(s)) LR5 Move toPremiumListing (noshareholder approval required) LR5 Move toPremiumListing (noshareholder approval required) Move toStandardListing (75%shareholder approval required) SectionB9 û Sameprocessasnew applicant Cancellationof listing/ admission 75%shareholder approval requiredandmajority voteof independent shareholders if controlling shareholder(s) LR5 Noshareholder approval requiredLR5 75%shareholder approval required (unlessmove to PremiumListingor other exemption) SectionB9 75%shareholder approval required (someexceptions e.g.where theAIM securitieswill beadmitted to tradingonanEU RegulatedMarket) AIMRule41 Premium and Standard Listings, the High Growth Segment and AIM 2. Market Abuse (Regulation (EU) 596/2014) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time.
BD089-Key features checklist-0322 Key contacts Premium and Standard Listings, the High Growth Segment and AIM TomNicholls Partner, London T: +44 20 7809 2555 E: tom.nicholls@shlegal.com Carolyn Hall Partner, London T: +44 20 7809 2189 E: carolyn.hall@shlegal.com David Dowding Partner, London T: +44 20 7809 2162 E: david.dowding@shlegal.com Elizabeth Field Partner, London T: +44 20 7809 2143 E: elizabeth.field@shlegal.com Anthony Clare Partner, London T: +44 20 7809 2326 E: anthony.clare@shlegal.com ©StephensonHarwoodLLP2022. Any reference toStephensonHarwood in thisdocument meansStephenson HarwoodLLPand/or itsaffiliatedundertakings. Any reference toapartner isused to refer toa member of StephensonHarwoodLLP. Thefibreused toproduce thispaper is sourced fromsustainableplantationwoodand iselemental chlorine free. www.shlegal.com Alex Haynes Partner, London T: +44 20 7809 2003 E: alex.haynes@shlegal.com William Saunders Partner, London T: +44 20 7809 2138 E: william.saunders@shlegal.com Tom Page Partner, London T: +44 20 7809 2021 E: tom.page@shlegal.com Ben Mercer Partner, London T: +44 20 7809 2230 E: ben.mercer@shlegal.com Sec 03 Tab 2 - Key Features Checklist.indd 4 11/03/2022 09:49
3 AIM Rules for Companies and Guidance Notes
1 AIM Rules for Companies 1 January 2021
2 AIM Rules for Companies Introduction 3 Part One – AIM Rules 4 Retention and role of a nominated adviser 4 Applicants for AIM 4 Special conditions for certain applicants 5 Principles of disclosure 6 General disclosure of price sensitive information 6 Disclosure of corporate transactions 7 Disclosure of miscellaneous information 9 Half-yearly reports 9 Annual accounts 10 Publication of documents sent to shareholders 10 Dealing policy 10 Provision and disclosure of information 11 Corporate action timetables 11 Company information disclosure 11 Further issues of securities following admission 12 Language 13 AIM company and directors’ responsibility for compliance 13 Ongoing eligibility requirements 13 Nominated advisers 14 Maintenance of orderly markets 14 Sanctions and appeals 15 Schedules 16 Schedule One 16 Schedule Two 18 Schedule Three 21 Schedule Four 24 Schedule Five 24 Schedule Six 25 Schedule Seven 25 Glossary 26 Part Two – Guidance Notes 34 Eligibility for AIM 34 Applicants for AIM 34 Special conditions for certain applicants 36 Principles of disclosure 38 General disclosure of price sensitive information 38 Disclosure of corporate transactions 39 Disclosure of miscellaneous information 40 Half-yearly reports and accounts 42 Publication of documents sent to shareholders 43 Dealing policy 43 Provision and disclosure of information 43 Corporate action timetables 44 Further issues of securities following admission 46 Ongoing eligibility requirements 47 Maintenance of orderly markets 48 Sanctions and appeals 49 Schedule One 49 Schedule Two 50 Schedule Three 51 AIM Rules for Companies (effective 1 January 2021) 04 Tab 3 - AIM Rules For Companies.indd 2 23/02/2022 19:35
3 Introduction AIM opened on 19 June 1995. AIM is a market for smaller and growing companies and is a UK multilateral trading facility within the meaning set out in the Handbook of the FCA and is a SME growth market. AIM is operated and regulated by the Exchange in its capacity as a Recognised Investment Exchange under Part XVIII of FSMA 2000, as such AIM is a prescribed market under FSMA 2000. This document contains the AIM Rules for Companies (“these rules”) which set out the rules and responsibilities in relation to AIM companies. Defined terms are in bold and definitions can be found in the Glossary. AIM companies also need to comply with any relevant national law and regulation as well as certain standards and regulations where applicable, such as MAR, the DTR, the Prospectus Regulation and the Prospectus Rules. From time to time the Exchange issues separate Notes on specific issues which may affect certain AIM companies. The Notes form part of these rules. Where an AIM company has concerns about the interpretation of these rules, it should consult its nominated adviser. The rules relating to the eligibility, responsibilities and disciplining of nominated advisers are set out in the separate rulebook, AIM Rules for Nominated Advisers. The procedures relating to disciplinary and appeals matters are set out in the Disciplinary Procedures and Appeals Handbook. The rules for trading AIM securities are set out in “Rules of the London Stock Exchange”.
4 Part One – AIM Rules Retention and role of a nominated adviser 1. In order to be eligible for AIM, an applicant must appoint a nominated adviser and an AIM company must retain a nominated adviser at all times. The nominated adviser is responsible to the Exchange for assessing the appropriateness of an applicant for AIM, or an existing AIM company when appointed as its nominated adviser, and for advising and guiding an AIM company on its responsibilities under these rules. The responsibilities of nominated advisers are set out in the AIM Rules for Nominated Advisers. If an AIM company ceases to have a nominated adviser the Exchange will suspend trading in its AIM securities. If within one month of that suspension the AIM company has failed to appoint a replacement nominated adviser, the admission of its AIM securities will be cancelled. Applicants for AIM Early notification and pre-admission announcement 2. An applicant’s nominated adviser must submit an early notification to the Exchange, in the form prescribed from time to time, as soon as reasonably practicable and in any event prior to the submission of any Schedule One information. An applicant must provide the Exchange, at least ten business days before the expected date of admission to AIM, with the information specified by Schedule One. A quoted applicant must provide the Exchange, at least twenty business days before the expected date of admission to AIM, with the information specified in Schedule One and its supplement. If there are any changes to such information prior to admission, the applicant must advise the Exchange immediately by supplying details of such changes. Where, in the opinion of the Exchange, such changes result in the information being significantly different from that originally provided, the Exchange may delay the expected date of admission for a further ten business days (or twenty business days in the case of a quoted applicant). The Exchange will notify RNS of information it receives under this rule. Admission document 3. An applicant must produce an admission document disclosing the information specified by Schedule Two. An applicant must take reasonable care to ensure that the information contained in the admission document is, to the best of the knowledge of the applicant, in accordance with the facts and contains no omission likely to affect the import of such information. 04 Tab 3 - AIM Rules For Companies.indd 4 23/02/2022 19:35
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