AQSE consults on changes to admission rules

Giedre Doig

Giedre Doig

Senior Associate

Aquis Stock Exchange (AQSE) has just closed a Consultation which it launched on 22 August 2022 on proposed changes to the rules governing admission to both the Access and Apex segments of the AQSE Growth Market. The Consultation is part of AQSE’s continuous effort to improve efficiency of an IPO process without compromising integrity and standards.

AQSE is proposing changes to its rules as set out below.

Simplification of the Admission Document

  • AQSE plans to replace the 'Additional information' chapter with a proposed Additional Information Form to be attached to an Admission Document. The Form contains additional information disclosures about the issuer and the securities.
  • However, complex issuers (such as issuers with complex structures or unique shareholder rights) will not be eligible to use the simplified disclosure structure.

Removal of the requirement to publish a growth prospectus on admission to the Apex segment

  • AQSE currently requires companies to publish a growth prospectus on admission, prepared in accordance with the Prospectus Regulation and approved by the FCA. However, in March 2022, HM Treasury published the outcome of its review into the UK Prospectus Regime, as previously reported by DMH Stallard, announcing that it intends to add offers which are or will be admitted to trading on certain venues (such as the AQSE Growth Market) to the list of exemptions against public offerings of securities. It also announced that the government will develop a mechanism by which admission documents published in accordance with the rules of certain markets, such as the AQSE Growth Market, can be treated as a type of prospectus. It is anticipated that the revised regulations will allow issuers to raise funds directly from retail investors with an AQSE Admission Document.
  • It has been proposed that the requirement for issuers applying to the Apex segment to publish a growth prospectus is removed. Instead, issuers will need to publish an AQSE Admission Document.

Revised eligibility criteria for the Access segment

  • Governance. AQSE proposes to amend the eligibility criteria for the Access segment, requiring issuers to adopt, as far as possible, either the QCA Code or the UK Corporate Governance Code. Any departures from compliance with the chosen code would need to be published on the issuer’s website.
  • Minimum market capitalisation. AQSE also intends to increase the minimum capitalisation at admission to £2 million for all new Access segment issuers.
  • Minimum number of market makers. It has been proposed that minimum number of market makers is increased at admission to two.
  • Speculative Bonds and Preference Shares. AQSE proposed to introduce a new requirement clarifying that ‘speculative securities’ (i.e. certain bonds, debentures and preference shares) will not be eligible for admission due to their high risk.
  • General. AQSE is also carrying out a general review of the Rules to clarify and update a number of areas.

The proposed changes are highlighted in the respective mark-ups: AQSE Growth Market Access Rulebook and AQSE Growth Market Apex Rulebook.

We will be reporting on the outcome of the Consultation in due course.

DMH Stallard’s Corporate Team advises companies, financial advisers and brokers on the legal aspects of UK Capital Markets, including flotations, fundraisings and transactions. Should you have any queries regarding any of the matters set out in this blog, then please get in touch with your usual contact at DMH Stallard LLP or Giedre Doig by email or by phone on 020 7842 2374.

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