| Re-registration of a company: from private to public: board minutes These board minutes are to be adapted for use by a private limited company re-registering as a public limited company under the Companies Act 2006. |
| Allotment minutes: AIM admission Minutes of the board of directors or a committee of the board authorising the allotment of the new ordinary shares in connection with the placing and admission to AIM. |
| Audit committee terms of reference: AIM Terms of reference for an audit committee of a company admitted to trading on AIM. |
| Director's power of attorney: AIM admission A standard document power of attorney for use by a director of a company seeking admission of its securities to AIM. |
| Front cover wording for AIM admission document Specimen wording for the front cover of an admission document seeking admission of a company's share capital to trading on AIM. For information on the general content of an admission document, see Practice note, Outline contents of an AIM admission document. The wording in brackets and italics is for information only and should not form part of the front cover wording. |
| Placing letter: AIM admission Placing letter to be sent to each placee in connection with a placing of new shares to be admitted to trading on AIM. This letter should be used in conjunction with Standard document, Placing agreement: AIM admission. The letter to refers to the nominated adviser subscribing for shares at the placing price if it has not found enough placees. If the nominated adviser is not underwriting the placing, this should be deleted. The placee is asked to confirm its placing participation by completing and returning a form of confirmation (see Standard document, Form of Confirmation for use with Placing Letter). The final paragraph of the letter sets out the warranties that the placee will give by signing and returning the enclosed form of confirmation. If the parties wish to add further warranties, they should do so here. Please note that the Finance Act 1990 contains legislation which repeals the provisions of the Finance Act 1986 referred to in the first optional warranty to the placing letter. However, the repealing legislation has never been brought into force. The government announced in 1990 that they would abolish stamp duty and SDRT on shares to coincide with the introduction of Taurus (the paperless share trading system). Taurus was abandoned in 1993 but by then parliament had already passed the repealing legislation in the Finance Act 1990. |
| Completion board meeting minutes: Admission to AIM A set of board minutes to be used at a meeting where the board of directors of a company seeking admission to the AIM with an associated placing of shares, are completing the admission to AIM and, among other things, are approving and signing the documents necessary for admission. The minutes have been drafted on the basis that the company has already re-registered as a public limited company. For more information on re-registration of a private company to a public company, see Practice note, Re-registration of a company: from private to public: overview. The meeting could instead be a meeting of a specially authorised committee of the board of directors (which can be appointed at the pathfinder meeting) to deal with completion and any other matters in connection with admission. This will provide greater flexibility to the directors. Good practice would require that the minutes of any such committee meeting are circulated to all directors in advance of such meeting. |
| Memorandum on directors' duties and responsibilities: AIM admission This memorandum outlines the responsibilities and obligations of directors in relation to the publication of an admission document or prospectus in connection with an application for admission to AIM by a UK registered public company which has not previously had its shares traded on any trading platform. The lawyers for the company seeking admission should take each director through this document and answer any queries that they might have, to ensure each director fully understands his duties and responsibilities. Note: This document assumes that the directors have been provided with an additional briefing note on their codified duties under the Companies Act 2006 (for more information, see Practice note, Directors' general duties under the Companies Act 2006) and on the Bribery Act 2010 (for more information, see Practice note, Bribery Act 2010: toolkit). |
| Nomination committee terms of reference: AIM Terms of reference for a nomination committee of a company admitted to trading on AIM. |
| Seed enterprise investment relief scheme: assurance application to HMRC A standard document application for assurance that the shares to be issued will satisfy the requirements of the seed enterprise investment scheme. Note: HMRC has published a template application for assurance. For further details, see Legal update, HMRC publishes EIS and SEIS advance assurance application. |
| Pathfinder board meeting minutes: Admission to AIM A set of board minutes to be used at a meeting where the board of directors of a company seeking admission to AIM with an associated placing of shares, seek to, among other things, approve the pathfinder proof of the admission document or prospectus (as appropriate). The minutes have been drafted on the basis that the company has already re-registered as a public limited company. For more information on re-registration of a private company to a public company, see Practice note, Re-registration of a company: from private to public: overview. Separate local legal advice will also be required where the AIM applicant is an overseas company to ensure that it complies with applicable local law requirements. |
| Form of Confirmation for use with Placing Letter The Form of Confirmation to be enclosed with Standard document, Placing letter: AIM admission. |
| Legal due diligence request list: company seeking admission onto AIM Standard document legal due diligence request list for the purposes of carrying out a due diligence exercise into a company that is seeking admission of its share capital to trading on AIM. For background information on due diligence in relation to AIM admissions, see Practice note, Due diligence and verification: AIM companies. Information received from the request list will enable the company and its advisers to draw up a legal due diligence report and collate and verify necessary information to be included in the admission document. The request list should be tailored to the specific business of the company that is being admitted to AIM so that only relevant information is requested. The directors will also be sent a questionnaire about their personal circumstances, interests in the company or its group, bankruptcies etc as required to be disclosed by paragraph (g) of Schedule Two to the AIM Rules. |
| Reporting accountants' working capital comfort letter: AIM Comfort letter from the reporting accountants of the company seeking admission to AIM to the directors of the AIM company and the nominated adviser in relation to the working capital statement made by the directors of the AIM company in the admission document. Schedule Two, paragraph c of the AIM Rules requires a statement to be made by the directors of the AIM company that in their opinion, having made due and careful enquiry, the working capital available to the AIM company and its group will be sufficient for its present requirements (that is, for at least 12 months from admission to AIM). To comply with this requirement, the directors will prepare a working capital memorandum, containing the company's working capital projections for the relevant period (normally a longer period, such as 18 or 24 months) and the accountants will review and discuss these projections with the directors. This letter provides comfort to the AIM company and the nominated adviser (who is responsible for ensuring the AIM company complies with the AIM Rules) that the accountants, on the basis of such review and discussion, are of the opinion that the working capital statement made by the directors in the admission document, has been made after due and careful enquiry and the projections are properly compiled based on the underlying assumptions of the directors. |
| Nominated adviser and broker agreement: AIM admission An agreement appointing a nominated adviser and broker to the company seeking admission of its share capital to trading on AIM, a market regulated by the London Stock Exchange. If the nominated adviser and broker are not the same entity, separate nominated adviser's agreement and broker's agreement should be entered into. |
| Adviser's consent letter in connection with the admission to AIM Form of consent letter to be obtained from the advisers to the AIM company, whose names are referred to in the AIM admission document or prospectus. |
| Remuneration committee terms of reference: AIM Terms of reference for a remuneration committee of a company admitted to trading on AIM. |
| Enterprise Investment Scheme: assurance application to HMRC Letter seeking assurance from HMRC that the company issuing shares is a qualifying company for the purposes of the Enterprise Investment Scheme. Note: HMRC has produced a template application for assurance. For further detail, see Legal update, HMRC publishes EIS advance assurance application. |
| Placing agreement: AIM Admission Placing agreement to be entered into by the Company seeking admission to AIM, its directors, and the nominated adviser and broker to the company. |
| Verification notes: AIM: Skeleton An outline of the introductory wording to be used on a set of verification notes for use with an application for admission of a company's securities to AIM and an associated placing. For more information on verification see Practice note, Due diligence and verification: AIM companies. |
| Working capital comfort letter: AIM Letter to the AIM company's nominated adviser from the company confirming that the AIM company has sufficient working capital available for at least 12 months from the date it is admitted to AIM. |
| Director's responsibility letter: AIM admission A letter from a director of a company seeking admission of its shares to AIM confirming that he or she understands the requirements for an admission document (and, if applicable, a prospectus) and accepts responsibility for the information contained in the document. |
| Comfort letter from company's solicitors to nominated adviser: AIM A comfort letter from the company's solicitors to the nominated adviser in connection with the declaration to be given by the nominated adviser to the London Stock Exchange (under the AIM Rules for Nominated Advisers) in support of the company's application for admission to AIM. The company's solicitors should ensure they carve out from this letter anything they feel they cannot advise on, for example free float considerations which the Nomad will undertake. |
| VCT qualifying holding assurance application A standard form application seeking HMRC's assurance that an investee company is a qualifying holding for the purposes of venture capital trust (VCT) rules in Chapter 4 of Part 6 of the Income Tax Act 2007. |