Capital Markets Update: September 2026

August’s news

New AIM Rules in force

On 5 August 2026, the London Stock Exchange (LSE) published revised AIM Rules for Companies (AIM Rules) and AIM Rules for Nominated Advisors (Nomad Rules), effective immediately. The changes aim to reduce burdens on AIM companies and attract a wider range of issuers. The AIM Disciplinary Procedures and Appeals Handbook has also been updated. Key reforms include:

• Admission changes – working capital statements have been replaced with 12-month disclosures on capital resources, financial obligations and fundraising needs. Admission documents may incorporate publicly available information by reference, and UK companies may use UK GAAP instead of IFRS.
• Capital Access Window – AIM companies undertaking an equity fundraise may request a temporary suspension to support the fundraising process and reach a broader investor base.
• M&A support – acquisitions will be reverse takeovers only where they fundamentally change the company’s business, board or voting control. Shareholder approval is no longer required solely because class tests exceed 100%, although the LSE should be consulted where this occurs without a fundamental change. The substantial transaction threshold has risen from 10% to 25%.
• Founder-led companies – nomads need not give a fair and reasonable opinion on non-standard director remuneration where contractual protections are reasonable. Special voting shares are permitted on admission, with no sunset or time limits.
• Corporate governance – AIM companies no longer need to adopt, or comply or explain against, a recognised governance code. AIM Rule 26 now requires disclosure across five key governance areas.
• Express Market route – the Designated Market route has been replaced by a tailored, accelerated admission route for companies from a wider range of jurisdictions. Certain Main Market companies may also use an accelerated process.

FCA issues policy statement and final rules on information flows for equity IPOs

On 5 August 2026, the Financial Conduct Authority (FCA) published Policy Statement PS26/16, setting out feedback and final rules on changes to information flows for UK equity IPOs. The amendments are made through the Changes to Information Flows for UK Equity IPOs Instrument 2026, which updates the Conduct of Business sourcebook (COBS). The key changes are (i) removing the seven-day and one-day waiting periods in COBS 11A.1.4FR before connected IPO research may be published; (ii) deleting COBS 11A.1.4BR to 11A.1.4ER, which required syndicate banks publishing connected IPO research to share equivalent information with unconnected analysts; and (iii) amending COBS 12.2.21R to correct a technical drafting error from the transfer of text from the MiFID Organisational Regulation. The COBS changes took effect on 5 August 2026.

FCA introduces new inside information declaration for first equity document submissions

On 7 August 2026, the FCA announced a change to its document submission process. From 21 September 2026, all first submissions of equity documents for approval, including guidance requests, must be accompanied by an inside information declaration form. The form, available on the FCA’s “Forms and checklists” page, confirms whether the transaction or document contains inside information under Article 7 of the UK Market Abuse Regulation, enabling the FCA to apply appropriate controls during review. Where inside information is included, the form must explain what it is and be signed on behalf of the issuer and/or sponsor.

FCA publishes Primary Market Bulletin 65

On 28 August 2026, the FCA published Primary Market Bulletin 65, its newsletter for primary market participants. This edition covers the FCA’s concerns about regulatory announcements being used as marketing material, findings from its review of sponsors’ approach to expert reporting, its ongoing work on delayed disclosure of inside information, and the new inside information declaration form for listing submissions.

Looking ahead to September 2026

7 September – closing date for technical consultation on draft legislation to introduce new securities transfer tax and abolish stamp duty and SDRT.

14 September – closing date for HMRC consultation on changes to the tax rules on distributions made by companies to individual and trust shareholders.

21 September – from this date all first submissions of equity documents to the FCA (including guidance requests) must include a completed inside information declaration form.