No. Being incorporated and/or having business operations outside the UK is not a barrier to seeking admission to AIM. 

The AIM market presents a particularly flexible and highly accessible environment for overseas companies e.g. market statistics issued by the London Stock Exchange on AIM in October 2008 provide that 329 of the 1,597 companies listed on AIM are international companies. 

However, overseas companies may find that incorporating a holding company to be the listing vehicle in a jurisdiction which is familiar to investors is preferable. 

The jurisdiction of choice may depend on various factors including tax treaty relationships between the jurisdiction and the jurisdiction of operations, time zone and physical proximity considerations, key investor jurisdictions etc.

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No. The AIM Rules do not require a minimum trading record (in contrast to the Official List position). 

However, a strong trading record and a clear vision for future growth will make a company a more attractive proposition for investors. 

Admission Documents are required to include audited historical financial information about the applicant company which covers the last three financial years or such shorter period as the applicant has been in operation.

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Admission is the point when the applicant company's shares are admitted to trading on AIM following the issue by the London Stock Exchange (the "Exchange") of a dealing notice to that effect. 

The company will have made an application for admission a few days prior to this. 

Admission is the final point of a sometimes lengthy process that a company has to go through to prepare itself for admission and satisfy the admission requirements.

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The short answer is, it depends.

Unless the proposed applicant company's business, structure and operations are quite simple, a minimum timetable of around 3 months from the date that the decision is taken should be envisaged and very probably more, particularly if there are extensive overseas interests, extensive due diligence documentation, restructuring to be done, new directors to be found or key pre-float events (for example, securing a particular contract or amending an existing one).

It is also possible that the due diligence process will uncover issues that require remedy pre-float. 

This 3 month period includes a marketing period prior to which all key documents (including the Admission Document) should be in final form. 

It is important for management to be realistic about how much of their time will be required as, for key team members, it will not fit into the gaps in the day job and cannot be done by the advisers alone.

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Again, the details depend on the company and its circumstances but the process follows a reasonably familiar pattern.  

The company will need to engage advisers for the transaction including a Nominated Adviser ("Nomad"), lawyers, accountants and PR consultants. Resources companies will also need a "Competent Person" who will be required to prepare a report on the company's assets.

Extensive due diligence - legal, financial and commercial - is conducted on the company and its business by its lawyers, accountants and Nomad and reports produced and recommendations made if there are any issues that need to be addressed pre-float.  

The composition of the board of directors will be examined for suitability and, if necessary, revised. There will often be a need to introduce new independent non-executive directors.  Corporate governance procedures will be drawn up and agreed.  Terms of employment will be reviewed and may be revised in line with corporate governance guidelines. Share incentive schemes may be considered or existing schemes revised. The board will be advised of its responsibilities and liabilities arising on the admission of the company to AIM.

The company's structure will be considered and if necessary revised to make it suitable for investors on a public market (this may include the insertion of a new listing vehicle as a topco).  UK private companies will need to be re-registered as a public limited company during (towards the end) of the process.

Any permissions which the company requires to seek admission (e.g. from its external financiers) will be sought.  

The draft Admission Document will be produced by the Nomad, the company and its lawyers and, once nearing final form (it will take several drafts and will need to take account of findings in the due diligence), verified.  Other transactional documentation (for example, the placing agreement and directors' service contracts) and administrative documentation will be produced and agreed.  

Research may be produced by the broker.  The Public Relations consultants will advise on how to present the company.

At the "Pathfinder" point (i.e. when the final Admission Document, minus pricing information, is ready), all documentation will be signed off by the board in substantially final form following which the marketing roadshows will take place where the company will present its investment proposition to potential investors.

On completion of the marketing process, pricing and allocation will be determined and the final board meeting held to sign off on the Admission Document and all other documentation following which the Admission Document will be bulk printed in final form and formal application for admission made to the Exchange. All being well, Admission will take place a few days later.

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Nominated Advisers (also known as "Nomads") are a specific feature of the AIM Market and their retention is mandatory - companies admitted to AIM must retain a Nominated Adviser at all times.   If a company ceases to have a Nominated Advisor, the Exchange will suspend trading in their securities. Unless a replacement Nomad is found within one month, the company's AIM listing will be cancelled (AIM Rule 1).

A Nomad is a firm or company (generally an investment bank, accountancy firm or corporate finance advisory firm) that has been approved by the London Stock Exchange to be a Nomad.  A set of rules for Nomads, the "AIM Rules for Nominated Advisers" (the "AIM Nomad Rules"), was issued by the Exchange in February 2007 which detail Nomads' eligibility requirements, responsibilities and review and disciplinary procedures.

Nomads are responsible to the Exchange for assessing the appropriateness of an applicant for AIM. They are also responsible for contacting the AIM regulation team when they believe that a company for which they act as Nomad is no longer appropriate for AIM (AIM Nomad Rule 14).

The Nomad is responsible to the Exchange for advising and guiding an AIM company on its responsibilities under the AIM Rules for Companies both in respect of its admission and its continuing obligations on an ongoing basis.  A Nominated Adviser must be available to advise and guide AIM companies for which it acts at all times.  A Nominated Adviser should allocate at least two appropriately qualified staff to be responsible for each AIM company for which the Nominated Adviser acts in the capacity, including at least one "Qualified Executive", in order to ensure an appropriate corporate finance contact with knowledge of the AIM company is available at all times  (AIM Nomad Rule 15).  

Under the AIM Rules, companies are required to seek advice from their Nomad regarding compliance with the AIM Rules and take that advice into account. They are also required to provide such information to the Nomad as it requires to carry out its functions (AIM Rule 31).

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A Broker is a securities house which must be a member of the Exchange.

It is often the same company as the Nominated Adviser. It is possible to have joint Broker appointments. AIM companies are required to retain a Broker at all times (AIM Rule 35).

A company's Broker will act as an interface between the company and the market and will often make a market in the company's shares.

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It is the key document required to be produced by a company seeking admission of its securities to trading on AIM. It must be written in English.  The requirement for the document itself and the prescribed contents are set out in the AIM Rules (Rule 3 and Schedule 2).   These disclosure requirements include, amongst others:

• information about the applicant and its business;
• historical financial information;
• details of the directors, their service contracts, shareholdings and options;
• details of substantial shareholders;
• details of material contracts;
• details of subsidiaries;
• details of related party transactions;
• information about the shares to be issued and the company's constitution; and
• risk factors.

There is a general sweeper provision in Schedule 2 of the AIM Rules which requires disclosure of any other information which the company considers necessary to enable investors to form a full understanding of the applicant and its securities.  Dispensation from including specific information may be sought from the Exchange in certain circumstances (AIM Rule 4).

The final Admission Document is submitted to AIM together with the application for admission. It must be made available publicly and free of charge for at least a month after admission.  AIM companies are also required to display their most recent Admission Document on their website (AIM Rule 26).

It is worth noting that ALL the directors of the company are required to take responsibility for the contents of the Admission Document. This includes the non-executive directors.  It is therefore important that all directors are comfortable that the Admission Document is true, accurate and not misleading (either by statement or omission).  A verification exercise will be conducted to assist in this process.   Seeking investment on the back of a misleading Admission Document can expose the company and the directors to civil, and potentially criminal, liability as well as breach of the AIM Rules. Also, if, after publication of the Admission Document and before admission of the company's shares to trading, any new material matter arises or is noted, or a mistake spotted in the original Admission Document, a supplementary Admission Document may be required. The Nomad should be consulted immediately in these circumstances to assess what may be required.

Resources companies subject to the Guidance Note for Mining, Oil & Gas Companies published by the Exchange in March 2006 are also required to include a competent person's report on all material assets and liabilities of the applicant. The Guidance Note sets out further requirements on the qualifications of the competent person, the contents of the report, the presentation of information in the Admission Document and additional disclosures required.

This note assumes that any placing at the time of the float will fall within one of the exemptions to the requirement to produce a prospectus under the Prospectus Rules. Prospectuses have additional disclosure requirements and have to be approved by the UK Listing Authority.

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Verification is a process undertaken to assist the directors in becoming comfortable that the contents of the Admission Document are accurate and not misleading.

It is generally a line-by-line examination of the document during which confirmation of each statement is sought from the directors together with independent evidence supporting each statement.

An alternative approach is to focus on the material statements only rather than conduct a line-by-line analysis.

These responses and evidence are collated into a set of verification notes recording the consideration given to the statements.

Verification commences when the Admission Document is getting into near final form and will run alongside any further changes made.

The verification process can impact on the drafting and sufficient time must be allowed for it.

The company's lawyers will co-ordinate and lead the process but the process will also require significant management time.

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The fees for joining AIM depend on the market capitalisation of the company on the date of admission.

The latest fees table was published by the Exchange in April 2008 and is available on their website.

The minimum fee is £5,870 for companies with a market capitalisation up to £5 million and the maximum fee is £66,250 for companies with a market capitalisation over £250 million.

In addition, the company will have to pay a pro-rated amount of the annual AIM fees of £4,750 which are invoiced every April.

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