From 3 January 2018, AIM companies are exempt from the requirement to maintain insider lists on a real-time basis, provided that the issuer:
- takes all reasonable steps to ensure that any person with access to inside information acknowledges the legal and regulatory duties entailed 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.
Should the FCA request an insider list, there is a different prescribed form of list which can be found here, and which has marginally reduced content requirements.
This change follows the registration of AIM as an SME growth market, a designation introduced by the Markets in Financial Instruments Directive (MiFID II).
To demonstrate that an issuer has taken ‘all reasonable steps’ with respect to briefing insiders on their duties, AIM companies should continue to provide insiders with a briefing note, and require them to acknowledge in writing that they have received and read a copy of the note.
AIM companies should review their MAR policies and procedures to consider whether any changes are required to reflect this development.
Comment: On the face of it, the change to the requirement for AIM companies to keep insider lists is a helpful reduction in the compliance burden faced by such companies. However, given that AIM companies are by now familiar with the requirement to maintain insider lists and will still be required to provide an insider list on request, we anticipate that many AIM companies will continue to maintain insider lists on a real time basis notwithstanding this recent change.
Minor consequential changes to AIM Rule 26
AIM rule 26 (Company information disclosure) has been amended, such that AIM companies are now required to publish and maintain the following documents published after 3 January 2018 on a website for a period of five years, instead of the previously mandated periods of between 12 months and three years:
- any prospectus;
- annual accounts, half-yearly, quarterly or similar reports;
- any inside information which an AIM Company is required to disclose publicly under MAR.
An updated copy of the AIM Rules incorporating these changes can be found here.
Comment: The requirement for AIM companies to publish these documents on a website is not new, only the period that they are required to be maintained on the website for. We therefore do not consider this change to be unduly problematic for AIM companies.