Equity Capital Markets Update: Recent Changes to the AIM Rules and the Euronext Dublin Rule Books
18 June 2018
Changes were made to the Euronext Dublin Rule Books and to the AIM Rules in January 2018 and March 2018.
Changes to Euronext Dublin Rule Books
Euronext completed the acquisition of 100% of the shares and voting rights of the Irish Stock Exchange plc on 27 March 2018. Ireland has become one of the six core countries of Euronext and the Irish Stock Exchange now operates under the business name Euronext Dublin. The Euronext Dublin Rule Books have been updated to reflect this acquisition.
The revised EU Markets in Financial Instruments Directive 2014/65/EU and related Regulation (EU) No 600/2014 (together known as ‘MiFID II’) came into effect on 3 January 2018 and necessitated amendments to the ESM Rules, the Main Securities Market (MSM) Listing Rules and the Atlantic Securities Market (ASM) Rules. Similar changes were also required in relation to the Global Exchange Market (GEM) Rules for Investment Funds and GEM Rules for Debt, the Short Term Paper Rules, the Admission to Trading Rules and Funds Code.
The principal changes are:
- The inclusion of provisions to the effect that, in accordance with its regulatory obligations, Euronext Dublin may provide information to the Central Bank of Ireland and/or the European Securities and Markets Authority regarding an issuer’s financial instrument reference data
- The inclusion of a requirement for an issuer to have a Legal Entity Identifier code
- The inclusion of provisions to the effect that Euronext Dublin may suspend the trading of ASM securities and ESM securities or cancel the admission of ASM securities and ESM securities where it is directed to do so by the Central Bank
Changes to AIM Rules - 3 January 2018
Changes have been made to AIM Rule 26 following AIM's designation as an SME Growth Market at the start of 2018.
The SME Growth Market designation was developed by the EU Commission as part of its capital markets union plan, which aims to develop more integrated capital markets within the EU. The eligibility requirements for SME Growth Markets require that certain regulatory information remains available for 5 years once published. AIM Rule 26 (which requires that certain information must be maintained on an issuer’s website) has been amended and will apply in respect of the 5 year period to:
- Any prospectus an AIM company has published
- Annual financial reports and half yearly financial reports
- Regulatory notifications made public containing inside information for the purposes of the Market Abuse Regulation
More significant changes relating to corporate governance disclosure in relation to the AIM Rules (and correspondingly, most likely in order to maintain alignment, to the ESM Rules), on which the London Stock Exchange (LSE) has been consulting, are likely to take place in June 2018.
Changes to AIM Rules - 30 March 2018
Changes have been made to AIM Rule 2 which requires an applicant’s nominated advisor to submit an early notification to the LSE as soon as reasonably practicable and in any event before submission of the information required by Schedule One to the AIM Rules.
A template for nominated advisors to use to provide early notification of information on AIM applicants is available on the LSE’s website.
AIM Rule 9 has been amended to clarify that admission to AIM is at the discretion of the LSE. No applicant has a right for its securities to be admitted to trading on AIM even if it meets the requirements set out in the AIM Rules.
Changes have been made to AIM Rule 26 which requires each AIM company to maintain on its website information on the recognised corporate governance code that it has decided to apply, how it complies with that code and where it departs from its chosen code and an explanation of the reasons for doing so. This information should be reviewed annually and the website should include the date on which this information was last reviewed. The implementation of this requirement will take effect from 28 September 2018 but all new applicants from 30 March 2018 must state in the admission document which corporate governance code they intend to follow.
It is important that AIM-listed companies and companies listed on Euronext Dublin are mindful of the changes to the applicable rules to ensure compliance. It is not believed that Euronext Dublin has plans to adopt the most recent AIM Rules changes.
For more information on these developments, contact a member of our Equity Capital Markets team.