UK: AIM - Dealings Between Announcing Results And Sending Out Annual Report

Last Updated: 6 October 2011
Article by Steven Mack, James Parkes and Nicholas Stretch

Historically, many AIM companies have routinely granted options, and AIM directors have often bought or sold shares, in the period beginning with the publication of their prelims but before the annual report has been sent to shareholders. However, AIM has recently issued a surprising announcement which means that no AIM company will now automatically be able to continue that practice, and some may not be able to continue it at all.

Previous practice allowing dealing in this period was on the basis that the publication of the prelims ended the two-month pre-results close period which prevented directors and employees who are likely to have access to confidential price-sensitive information from dealing.

However, the AIM Regulation team has decided the close period before an AIM company publishes its annual results only ends when full annual results are published. AIM is aware that annual results are sometimes not sent to shareholders until several days or even weeks after they have been published on the company's website, and that prelims often do not include key information. In INSIDE AIM 4, published last week, AIM says that it "has always" considered the pre-annual results close period to end when full annual audited accounts are published in accordance with AIM Rule 19: this means putting the results on the company's website and announcing that they are available, and sending a copy to each shareholder either electronically or in hard copy. However, AIM does say that the close period can end if a company's nomad is satisfied that the annual accounts have been uploaded to the company's website, and this fact and the key information in the accounts has been announced to the market.

Dealings before then will be permitted only if the company, via its nomad, obtains a derogation (waiver) from the AIM Regulation team. A derogation is likely to be granted only if the prelims contain all the information that investors are likely to consider material. From speaking to the AIM Regulation team, our expectation is that a derogation would need to be sought (if wanted) on a year by year basis, but once a derogation has been obtained for one year, all subsequent dealings will be covered by that derogation. However, we are aware from one client that one term of a derogation was that the prelims were amended to include details of directors' remuneration and shareholdings, which they would not normally do, so that the market was aware of any changes in the directors' holdings since the last annual results were published. AIM's view was that these would normally be material to AIM investors.

The AIM Regulation team's interpretation of the definition of "close period" puts AIM companies and their directors and senior executives in a different position to Main Market companies, where the pre-annual results close period ends when prelims are published. The main reason for this discrepancy is that unlike the Listing Rules for Main Market companies, the AIM Rules do not require prelims to contain any particular information. AIM is therefore concerned to ensure that directors and senior executives of AIM companies do not deal at a time when the company may not have published all the information that investors may consider material.

There is also now the interesting question of when a pre-results close period begins. On the basis of the AIM interpretation, the starting point appears to be that the close period begins two months before the final results are issued, and not two months before the prelims are issued. Accordingly, if prelims are issued on say 1 April, but the annual report is sent out two and a half months later in mid-June, there would still be a gap between 1 April and mid-April in which, for example, options could in principle be granted.

Finally, AIM companies should check the rules of their share plans. Some rules may provide for options to be granted in the 42 days following the announcement of preliminary results, rather than the publication of full annual results: unless the company is confident that its full results will be published only a week or so after announcing its prelims, the rules may need to be amended.

Companies at this stage would seem unclear until they discuss their proposed prelims with their nomad (and possibly with AIM) whether they will be able to allow dealings in the relevant period by those affected by the AIM rules, and so will not be able to know the position in advance. Nomads also face extra responsibilities here in that if a dealing occurs before a share price drop and further information emerges in the annual report, then they could face criticism or worse. To protect themselves, nomads are likely to seek extra comfort from companies before they support an application to AIM.

It is likely that this will not be the last word on this subject and that AIM will, as a result of enquiries, issue some further guidance. It has anyway said it will keep this area under review. We along with others are speaking to AIM to develop a working solution to these problems, and in the meantime would be very interested to hear clients' experience of this new interpretation.

To read the AIM announcement, please click here.

This article was written for Law-Now, CMS Cameron McKenna's free online information service. To register for Law-Now, please go to

Law-Now information is for general purposes and guidance only. The information and opinions expressed in all Law-Now articles are not necessarily comprehensive and do not purport to give professional or legal advice. All Law-Now information relates to circumstances prevailing at the date of its original publication and may not have been updated to reflect subsequent developments.

The original publication date for this article was 29/09/2011.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.