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CF > 3. AIM > Flashcards

3. AIM Flashcards

1
Q

Where is the info that must be in pre-admission announcement

A

Schedule 1

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2
Q

When must application docs be sent

A

3 BD before admission

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3
Q

What is the ‘tax advantage’ offered by admitting to trading on AIM

A

‘Unquoted’ for Tax Act

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4
Q

What is the implication of the fact that AIM is not an RM (what provision)

A

85(2) FSMA - prospectus Test 2 will not apply

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5
Q

ER benefit of AIM

A

Pay lower rate of CGT (10%) up to £10m if applies

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6
Q

Where is the general duty of disclosure in admission doc

A

Schedule 2 para k

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7
Q

When will ER apply

A

Shares in trading company + 5% shares held + office/employee; alternatively, assets used in business

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8
Q

When is it possible to delay disclosure of price sensitive info under Rule 11

A

Impending development or matter in course of negotiation

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9
Q

Who must be satisfied as to C’s eligibility for admission to AIM

A

NOMAD

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10
Q

Two things broker ensures

A

Liquidity and safeguarding reputation of AIM - provides guaranteed market for purchase of shares

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11
Q

What is the relationship between broker and C governed by

A

Placing Agreement

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12
Q

What might happen to NOMAD if fails to comply w/ AIM Rules for NOMADs

A

Public censure/removal

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13
Q

What Rule requires AIM C to have a website

A

26

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14
Q

What is the main advantage of AIM

A

Less regulation

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15
Q

When is lock-in required for AIM

A

Less than 2 years’ revenue earning

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16
Q

What Rule requires disclosure of related party transactions

A

13

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17
Q

When can an applicant use ‘fast track’ admission to AIM?

A

If ‘quoted applicant’

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18
Q

What are ‘close periods’

A

Periods during which Ds and applicable employees cannot deal w/ their shares

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19
Q

What Rule contains various miscellaneous and specific disclosures that must be made

A

17

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20
Q

Who does Rule 21 apply to

A

Ds + applicable employees

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21
Q

What shows AIM is potentially riskier than MM

A

High turnover of companies

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22
Q

What does DTR 5.1 require

A

Notification of disposals/acquisitions of major shareholdings

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23
Q

Is there a minimum market capitalisation for AIM

A

No

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24
Q

What does Rule 17 require disclosure of re: its shareholdings

A

RIS to notify w/o delay of deals by significant Ms

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25
Q

What is stage 4 of admission

A

Dealing notice

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26
Q

Where is there a separate ongoing disclosure O from Rule 11 for price-sensitive info

A

Article 17 MAR

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27
Q

What Rule requires broker

A

35

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28
Q

Two Rules on financial reporting as continuing O

A

Rule 18 + 19

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29
Q

Three application docs

A

App form, electronic copy of admission doc and NOMAD’s declaration

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30
Q

What is the contents of the Admission doc per Schedule 2

A

Annex I - III w/ carve outs, plus additional info

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31
Q

What happens for Rule 13 if several transactions in last 12 months

A

Aggregate transactions (Rule 16)

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32
Q

What Rule gives NOMAD three tasks

A

1

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33
Q

What is the threshold for when related party transactions must be disclosed

A

If exceeds 5% in any class test + with RP

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34
Q

What Rule requires AIM C to have RIS to disseminate info

A

10

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35
Q

Average period for admission to AIM

A

12 - 16 weeks

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36
Q

After what period of suspended trading will admission be cancelled

A

6 months (Rule 41)

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37
Q

Where are the ‘class tests’ for Rule 12 and 13?

A

Schedule 3

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38
Q

Who is tied by the lock-in (if applicable)

A

Related parties or applicable employees

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39
Q

What are the NOMAD’s 3 tasks

A

Determine if C appropriate, manage float and provide guidance

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40
Q

What is the implication under 19(1) FSMA for AIM being RIE

A

Exempt from 19(1) FSMA (285(2))

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41
Q

Four tax benefits of AIM

A

CGT, IHT, SD and ER

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42
Q

Why does DTR 5.1 apply to AIM

A

‘Issuer’ includes C w/ shares on ‘prescribed market’ - e.g. AIM

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43
Q

What is a ‘substantial transaction’

A

Exceeding 10% in any ‘class test’

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44
Q

What market is AIM NOT (which MM is)

A

Regulated Market

45
Q

Does the admission doc have to be approved by FCA?

A

No

46
Q

What is an example of AIM designated market

A

NASDAQ

47
Q

What still has to be produced, even if no prospectus required

A

Admission doc

48
Q

CGT benefit of AIM

A

If transferring shares as gift, can holdover CGT

49
Q

What is the process for pre-admission if fast track

A

Provide additional info + make pre-admission announcement 20 BD before admission

50
Q

What two provisions require disclosure of deals by significant Ms

A

Rule 17 + DTR 5.1

51
Q

How to make pre-admission announcement under AIM Rule 2

A

Provide info to exchange, who then publish via RNS

52
Q

Cons of AIM (x6)

A

Riskier, NOMAD + broker, less liquidity, no market capitalisation, less prestige, lock-in

53
Q

When must annual accounts be sent to Ms and under what two provisions

A

No later than 6 months after relevant period - Rule 19 + 442 CA

54
Q

Powers of AIM Disiplinary Committee

A

Fine w/o limit, censure, cancel admission, and censure/remove NOMAD

55
Q

What are related parties for Rule 13

A

Ds, substantial M, family, Ts etc

56
Q

What provision requires dealing policy w/ Ds etc.

A

Rule 21

57
Q

What is the importance of the Dealing Notice

A

Admission granted when LSE issues Dealing Notice

58
Q

What Rule requires pre-admission announcement 10 days before

A

AIM Rule 2

59
Q

When is the pre-admission stage for AIM - how many days before

A

10

60
Q

Why is it not called listing for AIM

A

Bc not listing on Official List

61
Q

Under what Rule is the dealing notice

A

6

62
Q

Who are ‘applicable employees’ for Rule 21 and per what

A

Employees who are not Ds but discharging managerial responsibilities - 3(25) MAR

63
Q

What two parties do AIM Rules require

A

NOMAD and broker

64
Q

When to publish prospectus if being used + provision

A

6 working days before end of offer (PR 3.2.3R)

65
Q

What is a ‘quoted applicant’

A

Securities traded for 18 months on AIM designated market

66
Q

Who has responsibility for admission doc, and under what Rule

A

Ds and company: Rule 31

67
Q

What Rule requires that shares be freely transferable

A

32

68
Q

IHT benefit of AIM

A

If held for 2 years, 100% IHT on death of AIM M

69
Q

Where is info to disclose for Rule 12 + 13?

A

Schedule 4

70
Q

What is the implication of having a less liquid market on AIM

A

Fewer investors to buy shares

71
Q

What happens to C if ceases to have NOMAD

A

Suspend trading + admission cancelled if not replaced within 1 months

72
Q

When can admission doc be published, if used

A

On day of admission

73
Q

Is there a ‘comply or explain’ rule under QCA?

A

No

74
Q

What provisionS cover contents of Admission doc

A

AIM Rule 3 + Schedule 2

75
Q

What is the Committee who can discipline for breach of AIM Rules

A

AIM Executive Panel & Disciplinary Committee

76
Q

When is the Placing Agreement signed in admitting to AIM

A

Evening of stage 3 - application docs

77
Q

Rule that requires disclosure of substantial transactions

A

12

78
Q

Pros of admitting to trading on AIM instead of MM

A

Less stringent Os, less disclosure, simpler CG, more flexible, tax advantages and no minimum shares in public hands

79
Q

What is a ‘significant M’ for Rule 17

A

Person w/ 3% or more of shares

80
Q

What does the general duty of disclosure under Schedule 2 para k reflect

A

87A(2) FSMA

81
Q

Why will admitting to trading on AIM not usually require prospectus

A

85(2) doesn’t apply, and only advertise to institutional investors so also exempt under 85(1)

82
Q

What defines a ‘Regulated Market’

A

FCA Handbook

83
Q

What is the NOMAD’s declaration

A

Confirms compliance w/ AIM Rules + eligible to admit

84
Q

Must AIM C comply w/ CGC?

A

Can, but need not

85
Q

What CG must AIM C comply w/

A

Quoted Cs Alliance

86
Q

Do LR apply to AIM?

A

No - AIM Rules instead

87
Q

What Rule requires AIM C to disclose details of CG

A

26

88
Q

How does the requirement of having NOMAD + broker for AIM compare to sponsor on MM

A

For MM, only need sponsor at certain times - NOMAD and broker required at all times

89
Q

What Rules apply to NOMADs

A

AIM Rules for NOMADs

90
Q

Example of fewer disclosure requirements because on AIM instead of premium MM - financial

A

N/A 3-year trading history

91
Q

Where is the info that must be included in pre-admission announcement

A

Schedule 1

92
Q

What is a ‘dealing policy’

A

Agreement w/ Ds and applicable employees for ‘close periods’ and clearance for dealing

93
Q

What Rule requires general disclosure of price sensitive info on an ongoing basis

A

Rule 11

94
Q

What Rule states lock-in if less than 2 years’ revenue

A

AIM Rule 7

95
Q

How long is the lock-in under AIM Rule 7

A

1 year

96
Q

Under what Rule can trading be suspended

A

40

97
Q

What DTR does Rule 17 on significant Ms reflect

A

DTR 5.1

98
Q

What market is considered Regulated Investment Exchanges

A

AIM only

99
Q

SD benefit of AIM

A

No SD since 2014

100
Q

What is the con of no market capitalisation on AIM

A

Doesn’t show real value of company

101
Q

What is the third stage of admitting to AIM

A

Application docs

102
Q

What Rule gives possible sanctions for breaching AIM Rules

A

42

103
Q

What markets are Prescribed Markets

A

MM and AIM

104
Q

Why would you wait to publish admission doc until day of admission

A

Minimises time for needing to publish supplementary

105
Q

When is it not possible to delay disclosure of info under Rule 11 bc of e..g impending development or negotiations

A

If Article 17 MAR applies

106
Q

What provision shows that AIM is RIE so exempt from 19(1)

A

285(2) FSMA

107
Q

What 2 provisions require disclosure of transactions by PDMRs and persons closely associated

A

DTR 3.1 and 19 MAR

108
Q

What requires C to publish working capital statement in admission doc

A

Schedule 2 para c

CF (11 decks)

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