Latest developments for AIM companies during the coronavirus crisis

New guidance for AIM companies is coming thick and fast as the coronavirus crisis continues.  This article sets out some of the latest developments for AIM companies, including relaxations of the AIM Rules for Companies, holding board meetings and AGMs while the Government's social distancing measures are in place and financial reporting matters.

AIM Rules for Companies

On 20 March 2020, AIM Regulation published an Inside AIM newsletter detailing a number of temporary measures it has implemented in response to the coronavirus pandemic:

• All AIM companies must meet their disclosure obligations without delay. However, if an AIM company needs more time than normal to make a fully compliant notification, its nomad should approach AIM Regulation to discuss the possibility of a temporary suspension.
  
  
• For AIM companies suspended between 30 September 2019 and 1 July 2020, the Exchange will now cancel the admission of their AIM securities after 12 months rather than after the usual six months.
  
  
• The Exchange has temporarily suspended the requirement for nomads to make a physical site visit to the material place of operations of any new AIM company clients where travel restrictions and social distancing measures make it difficult to meet the obligation. Instead, nomads must use reasonably available alternative measures, such as virtual meetings.

These temporary measures will remain in place until further notice.

AGMs

On 17 March 2020, the Chartered Governance Institute published guidance about company AGMs and the impact of COVID-19, which it supplemented with further guidance on 27 March 2020. The guidance provides companies holding AGMs with practical suggestions for their AGMs during the COVID-19 outbreak.  Read more here.

On 28 March 2020, the Government announced that it will introduce legislation which will give companies greater flexibility for their AGMs for a temporary period – including holding AGMs online or postponing meetings – to facilitate AGMs being held safely and in accordance with the Government's restrictions on movement and gatherings. Legislation has not yet been made but will be introduced at the earliest opportunity.

Virtual board meetings

On 28 March 2020, the Chartered Governance Institute also published guidance on good practice for virtual board and committee meetings. You can read more here. 

Accounts

Companies House has announced that businesses are able to apply for a three month extension for filing their accounts, to allow for the impacts of COVID-19 related delays and avoid the automatic penalty issued for late filing of company accounts. Companies wishing to utilise this extension will need to submit a formal application at Companies House, which can be made via a fast-tracked system.  Read more here.

The London Stock Exchange has published an Inside AIM newsletter setting out temporary measures relating to accounts which are consistent with those announced by Companies House. From 26 March 2020, an AIM company will be able to apply to AIM Regulation for a three-month extension to the reporting deadline for the publication of its annual audited accounts pursuant to AIM Rule 19. This dispensation is available to AIM companies with financial year ends between 30 September 2019 and 30 June 2020.

On 26 March 2020, the Financial Reporting Council published guidance for companies preparing financial statements and guidance for auditors detailing matters to consider when audit engagements are affected by coronavirus.

The FRC's guidance for companies highlights some key points for boards to focus on to maintain strong corporate governance and includes high-level guidance on preparing their annual report and other corporate reporting (particularly areas of reporting of most interest to investors).  

The FRC's guidance for auditors provides practical advice to audit firms to help them overcome challenges in obtaining audit evidence during the coronavirus outbreak. 

At the same time, the FRC’s Financial Reporting Lab published an infographic summarising five areas on which investors would like to see disclosures, including information on the company's cash resources, what the company is doing to manage expenditure in the short-term and other actions it is taking to ensure its viability.

This series of guidance from the FRC follows its advice on coronavirus risk disclosures published on 18 February 2020.

Corporate governance

Institutional Shareholder Services has published guidance on how it intends to apply ISS Benchmark and Specialty Proxy Voting policies in the light of the COVID-19 pandemic.  Matters covered include their approach to the postponement of AGMs, virtual meetings, director attendance at shareholder and board meetings, share buybacks and option repricing.

The Pre-Emption Group (PEG) has published a statement on its expectations for issuances during the coronavirus outbreak.  Until 30 September 2020, PEG will – in certain circumstances – recommend that investors consider supporting issuances by companies of up to 20% of their issued share capital on a non pre-emptive basis.  This goes beyond the 5% for general corporate purposes and 5% for specified acquisitions or investments which is set out in PEG's Statement of Principles.

Dividends

The London Stock Exchange has made temporary changes to the Dividend Procedure Timetable for 2020 which are described in notice N07/20.

From 25 March 2020, the Exchange will permit companies to defer the payment of a dividend by 30 business days meaning that dividends can now be paid up to 60 business days after the record date (rather than the usual 30 business day). The Stock Situations Team must be advised of any deferral of a dividend payment and it should also be notified to the market without delay.  At the end of the deferral period the dividend must be paid or cancelled. If any dividend is cancelled, this should also be notified to the market without delay.

If you would like to discuss any of these developments, please get in touch with a member of BPE's Corporate Team.

These notes have been prepared for the purpose of an article only. They should not be regarded as a substitute for taking legal advice.