Based on our direct conversations with stockbrokers, NOMADs, auditors and lawyers, an LSE AIM listed company valued at $100m would need to have (ultra conservatively) $8–10m in revenue and $0–1m in EBITDA. https://jason.com.ng/a-120-150m-ipo-for-iroko-in-2021/

1. Main Market – Premium
Listing
Main Market – Standard
Listing
Main Market –
High Growth Segment
AIM
Status
Regulated Market? Yes – Official List Yes – Official List Yes – Official List No – AIM Market
Applicable Indices FTSE UK series, where eligible N/A N/A FTSE AIM series, where eligible
Documentation / Rules
What documentation is
required for listing?
Prospectus Prospectus Prospectus Admission document
(NB: If public offer, Prospectus)
Applicable rules in relation
to listing?
Admission & Disclosure Standards
(A&DS)
A&DS A&DS and High Growth Segment Rulebook
(HGS Rules)
AIM Rules
Eligibility requirements
Domicile Any Any EEA incorporated Any
Minimum free float 25% (LR6) 25% (LR14) 10% with a value of £30m (HGS Rule 2.4) Nomad assessment of suitability
Minimum market
capitalisation
Yes – £700,000 (LR2)
(a) £700,000 for shares; and
(b) £200,000 for debt securities
Yes – £700,000 (LR2)
(a) £700,000 for shares; and
(b) £200,000 for debt securities
No – Implied minimum cap of £300m No – Nomad assessment of
suitability
Audited historical financial
information to be disclosed
Last 3 years (LR6) Last 3 years or such shorter
period as an issuer has been in
operation (PR Annex I)
Last 4 years or such shorter period as an
issuer has been in operation (PR Annex I)
Last 3 years or such shorter period
as an issuer has been in operation
(AIM Rules)
Revenue earning track record
required?
75% of business has a 3 year
revenue earning record (LR6)
No At least 20% CAGR in revenues over 3 year
historic period (HGS Rule 2.3)
No
Control over assets No requirement No requirement Required to control majority of assets from
admission (HGS Rule 2.2)
No requirement
Working capital statement
in Prospectus/Admission
document?
Yes (must be unqualified) (LR6) Yes (PR Annex III (3.1)) Yes (PR Annex III (3.1)) Yes (must be unqualified) (AIM
Rules)
Eligibility for electronic
settlement
Yes (LR6/A&DS 2.7) Yes (A&DS 2.7) Yes (A&DS 2.7) Yes (AIM Rule 36)
Sponsor, Nomad or Key
Adviser required?
Yes – Sponsor required (LR8) No Yes – Key Adviser required (HGS Rule 4) Yes – Nomad required (AIM Rule 1)
Continuing obligations
Sponsor, Nomad or Key
Adviser required at all times?
No – Sponsor required for certain
transactions only (LR8)
No No – Key Adviser (who must have a sponsor
licence) required for “notifiable transactions”,
as defined in Section B3 of the HGS
Handbook (HGS Rule 14)
Yes – Nomad required at all times
Deadline for publishing
annual accounts
4 months after end of financial
year (DTR4)
4 months after end of financial
year (DTR4)
4 months after end of financial year (DTR4) 6 months after end of financial year
(AIM Rule 19)
Deadline for publishing half
yearly financial report
3 months after end of financial
period (DTR4)
3 months after end of financial
period (DTR4)
3 months after end of financial period (DTR4) 3 months after end of financial
period (AIM Rule 18)
Requirement to publish price
sensitive / inside information
as soon as possible
Yes (DTR2) and Article 17 MAR Yes (DTR2) and Article 17 MAR Yes (DTR2) and Article 17 MAR Yes (AIM Rule 11) and Article
17 MAR
Insider List Yes (DTR2) and Article 18 MAR Yes (DTR2) and Article 18 MAR Yes (DTR2) and Article 18 MAR No (unless required by FCA) –
Article 17(6) MAR
Distinctions between Premium Listing, Standard
Listing, High Growth Segment and AIM

2. Main Market – Premium
Listing
Main Market – Standard
Listing
Main Market –
High Growth Segment
AIM
Does the major shareholder
notification regime in DTR
5 apply?
Yes (DTR5) Yes (DTR5) Yes (DTR5) Yes – UK issuers on AIM are subject
to DTR 5 (AIM Rules). Overseas
companies need equivalent
provisions in constitution (AIM
Rules)
Restrictions and notifications
on deals by PDMRs and
Directors?
Yes (DTR3) and Article 19 MAR Yes (DTR3) and Article 19 MAR Yes (DTR3) and Article 19 MAR Yes (AIM Rule 17) and Article
19 MAR
Corporate governance UK Corporate Governance Code
will apply (LR9)
“Comply or explain”disclosure
statement in the Directors Report
(DTR7.2)
“Comply or explain” disclosure
statement in the Directors Report
(LR14.3.24 and DTR7.2)
"Comply or explain" disclosure statement in
the Directors Report (DTR7.2) and details of
the provisons of the corporate governance
code complied with for the annual financial
report (HGS Rule 32)
Market practice is to comply with
the Quoted Companies Alliance
guidelines and adhere to the UK
Corporate Governance Code as
appropriate depending on the size
and type of AIM company
Share dealing rules Yes (Article 19 MAR) Yes (Article 19 MAR) Yes (Article 19 MAR) Yes (AIM Rule 21 and Article
19 MAR)
Pre-emption rights Yes (LR9)
Overseas premium listed
companies must provide in their
constitutions for shareholders
to have pre-emption rights on
secondary share issues (LR6)
No (unless a UK company subject
to Companies Act 2006)
Yes. Art 29 of EU Company Law directive
applies to all EEA Issuers
No (unless a UK company subject to
Companies Act 2006)
Significant transactions Class tests and requirements
for announcement/shareholder
approval (LR10)
Not required Class tests and requirement for
announcement (HGS Rules 15 – 20):
Shareholder approval required for reverse
takeovers (100%) (HGS Rules 28–29)
Yes – announcement required
for substantial transactions
which exceed 10% (AIM Rule 12).
Shareholder approval required for
reverse takeovers (100%) (AIM
Rule 14) & disposals resulting in a
fundamental change of business
(75%) (AIM Rule 15)
Compliance with related
party transactions
Requirements for disclosure/
shareholder approval/fairness
opinion (LR11)
Not required Requirements for disclosure (HGS Rule 25) No shareholder approval required
but need notification and fair and
reasonable confirmation (if >5%)
(AIM Rule 13)
Prospectus/document
required for further issues?
Required if more than 20% shares
of same class admitted to trading
(PR1.2.3)
Required if more than 20%
shares of same class admitted to
trading (PR1.2.3)
Required if more than 20% shares of same
class admitted to trading (PR1.2.3)
Only required if: (a) required
to issue a Prospectus under the
Prospectus Rules; (b) seeking
admission for a new class of
securities; or (c) undertaking a
reverse takeover under Rule 14
(Rule 27).
Shareholder approval
required for transfer between
listing categories?
Yes – 75% shareholder approval
(LR5)
No (LR5) No (if transferring to a premium listing) (HGS
Rule 34)
N/A
Does the Takeover Code
apply?
Yes (if registered office in UK,
Channel Islands or Isle of Man)
Yes (if registered office in UK,
Channel Islands or Isle of Man)
Yes (if registered office in UK, Channel Islands
or Isle of Man)
Yes (if registered office in UK,
Channel Islands or Isle of Man)
Cancellation of listing/
admission to trading
75% shareholder approval required
(LR5)
No shareholder approval required
(LR5)
75% shareholder approval required unless
cancelling to transfer to Premium (HGS
Rule 33)
75% shareholder approval required
(AIM Rule 41)
This publication has been prepared for general guidance on matters of interest only and does not constitute professional advice. No representation or warranty (express or implied) is given as to the accuracy
or completeness of the information contained in this publication and, to the extent permitted by law, Gowling WLG (UK) LLP, its members, employees and agents do not accept or assume any liability,
responsibility or duty of care for any consequences of anyone acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.
KRISTIAN ROGERS
Partner
+44 (0)20 7759 6629
kristian.rogers@gowlingwlg.com
Contacts
JEFFREY ELWAY
Partner
+44 (0)20 7759 6517
jeffrey.elway@gowlingwlg.com
NICK HEATHER
Partner
+44 (0)20 7759 6678
nick.heather@gowlingwlg.com