Key takeaways
A new route to AIM for overseas-listed companies
Express Market route introduces a streamlined AIM admission pathway.
Eligibility requirements differ across the AIM and Main Market routes
Qualification for one route does not guarantee eligibility for another.
Market choice depends on size, growth strategy and market profile requirements
Eligibility is only one factor in choosing between the Main Market and AIM.
Overview
London remains an attractive venue for overseas companies seeking access to international investors, increased market visibility and additional fundraising opportunities. Recent reforms to both AIM and the Main Market have created new routes designed specifically for companies that already have an established overseas listing.
The new AIM Rules for Companies came into force on 5 August 2026 introducing a new Express Market route, creating a significantly streamlined route to AIM for certain overseas-listed companies.
These reforms form part of a broader trend towards making UK public markets more attractive to international issuers. Alongside AIM’s Express Market route, overseas companies may also consider the London Stock Exchange’s Equity shares (international commercial companies secondary listing) category (the International Secondary Listing Category) of the Main Market introduced under the new UK Listing Rules that came into force in July 2024.
For overseas companies considering a London presence, the key question is therefore not simply whether they are eligible for a particular route, but whether AIM or the Main Market is the better strategic fit.
Two routes to a London market presence
An overseas-listed company may seek a London market presence to broaden its investor base, increase its profile, support future fundraisings or provide an additional market for its shares.
Both the AIM Express Market route and the Main Market’s International Secondary Listing Category recognise that an overseas-listed company will already have undergone regulatory scrutiny and developed a public disclosure record in its existing market. As the two routes apply different eligibility tests, a company that qualifies for one route will not necessarily qualify for the other. Each route leads to a different regulatory framework and is therefore likely to appeal to different types of international issuer.
Why the Express Market route matters
The introduction of the Express Market route is one of the most significant changes arising from the new AIM Rules. Historically, there was a Designated Market framework that provided a route for overseas-listed companies to join AIM. Unfortunately, the requirements of this route were not significantly less than a full AIM listing and so this route was rarely used. The Express Market route is intended to provide a genuine fast track and make a secondary listing on AIM relatively easy.
The Express Market route differs from the Designated Market framework as it:
broadens the range of recognised overseas markets
reduces the admission documentation requirements in appropriate cases
shortens the pre-admission timetable
gives greater recognition to an issuer’s existing regulatory and disclosure record.
For companies already on a recognised overseas exchange, AIM may therefore be a more realistic and attractive option than under the previous framework.
Comparing the Main Market and AIM routes
Comparison point | Main Market: International Secondary Listing Category | AIM: Express Market route |
|---|---|---|
London market | Main Market, with shares admitted to the Official List and to trading on the London Stock Exchange | AIM, with shares admitted to trading on the London Stock Exchange’s growth market |
Typical issuer | More mature business that is seeking to raise profile and broaden institutional investor base. | Growth companies seeking a platform where they can raise capital quickly to grow and where they are able to achieve fast growth organically and through acquisitions. |
Overseas listing requirement | The company’s securities must have a Qualifying Home Listing | The company’s securities must have traded on an Express Market |
Overseas listing history | No prescribed minimum period | At least three years |
Other key conditions | The company must be incorporated outside the UK, with its central management and control located in its country of incorporation or Qualifying Home Listing | There can be no fundamental change to the business and/or board in the preceding 12 months, and relevant home-market documents and disclosures must have been published in English |
Minimum Market Capitalisation | £30 million | £20 million |
Free float | At least 10% of the relevant class of shares must be in public hands | No prescribed minimum percentage, although there is often an expectation that at least 20-25% of the issued shares are in public hands. |
Admission document | A prospectus approved by the Financial Conduct Authority (FCA) will ordinarily be required | Depending on the overseas market and securities being admitted, either no separate AIM admission document or a simplified admission document may be required |
Principal adviser | A sponsor is not generally required, although one may be needed for post listing transactions | A nominated adviser must be appointed and retained at all times |
Regulatory approach | Light touch rules that aim not to conflict with the rules of the home market and are based on the former “standard list” rules. Hands off regulation from the FCA with issuers expected to ensure their own compliance with a sponsor’s assistance. | A London Stock Exchange-regulated, nominated adviser-led regime |
Eligibility
Although both routes are aimed at overseas-listed companies, the eligibility requirements differ in several important respects.
Main Market - qualifying home listing
For the International Secondary Listing Category, the relevant shares must have a Qualifying Home Listing.
Broadly, this requires the shares to be admitted to an overseas regulated, regularly operating and recognised open market overseen by a regulator that is a signatory to the International Organisation of Securities Commissions’ Multilateral Memorandum of Understanding. The shares proposed to be listed in London must also be capable of being traded on that market and be in the same class as the shares admitted under the Qualifying Home Listing.
The applicant must be incorporated outside the UK. Its central management and control must also generally be located in its country of incorporation or the country of its Qualifying Home Listing, although the FCA may dispense with or modify that requirement in appropriate circumstances.
There is no prescribed minimum period for which the applicant must have maintained its Qualifying Home Listing. However, the FCA may require confirmation from the board regarding the company’s compliance with its home-market rules.
AIM - Express Market
For the Express Market route, the applicant’s securities must have traded on an Express Market.
Broadly, an Express Market is a regularly operating open market for trading equity securities that is regulated by, or operates under the oversight of, a regulatory body or entity that is a member of the International Organization of Securities Commissions.
To qualify as an express applicant, the company must also:
have had its securities traded on an Express Market for at least three years immediately before its application
have had no fundamental change to its business and/or board during the preceding 12 months
have a proposed AIM market capitalisation of at least £20 million
have published in English its relevant admission documentation and disclosure required under the rules of its home market.
Documentation
One of the most significant practical differences between the two routes is the level of admission documentation required.
Main Market
Admission to the International Secondary Listing Category will ordinarily require an FCA-approved full prospectus. Since 19 January 2026, the preparation and approval of that prospectus has been governed by the UK’s new Public Offers and Admissions to Trading regime and the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
AIM
The Express Market route may allow admission on the basis of an announcement only, rather than a simplified admission document, where certain conditions are satisfied. This announcement only route is only available where:
its securities are already admitted to an Express Market that is also a ‘specified market’ under the FCA Handbook
the securities to be admitted to AIM are of the same class as those already admitted to the Express Market.
Specified markets include the ASX, TSX, NYSE, JSE and the Main Market amongst others.
Admission to AIM via the Express Market route
In addition to benefiting from a streamlined documentation process, Express Market applicants are subject to a modified admission timetable. Although they are still required to go through AIM’s early look and Schedule One processes that have existed for some time, there are some slight modifications. Where the Express Market route is being used by a company already admitted to the Main Market (rather than a company admitted to an overseas Express Market), they are not required to make a Schedule One announcement, and other express applicants are required to submit a supplement to the Schedule One to the exchange. Also, an express applicant must provide a draft Schedule One Announcement to the London Stock Exchange at least three business days before the expected admission date, rather than the ten-business-day period that generally applies to other AIM applicants.
Post admission obligations
Overseas issuers should be aware that, upon admission to AIM as an express applicant, they will be subject to AIM’s ongoing corporate governance disclosure requirements. Pursuant to the new AIM Rules, AIM companies are no longer required to adopt or report against a particular recognised corporate governance code on a comply-or-explain basis. Instead, AIM companies are required to disclose their corporate governance approach in specified areas.
This differs to the approach for the Main Market where companies in the International Secondary Listing Category are subject to the corporate governance reporting requirements contained in Chapter 7 of the Disclosure Guidance and Transparency Rules sourcebook (DTR). Those requirements include disclosure regarding the corporate governance code applied by the issuer and, where relevant, explanations of departures from that code.
AIM companies are also subject to the UK Market Abuse Regulation and the AIM Rules’ significant shareholder disclosure regime. The exact detail of the shareholder disclosure requirements will depend on where the issuer is incorporated but the AIM Rules require overseas businesses to adopt UK style shareholder disclosure practices.
Companies admitted to the International Secondary Listing Category are likewise subject to the UK Market Abuse Regulation. However, shareholder disclosure obligations will generally arise under DTR 5 which contains different notification thresholds and disclosure requirements depending on whether the issuer is a UK or non-UK issuer.
Complementary routes for international issuers
The introduction of the Express Market route is likely to make AIM a significantly more attractive option for a wider range of overseas-listed companies. In particular, it may appeal to growth-oriented businesses that are seeking access to London investors while minimising duplication of admission documentation and regulatory processes.
By contrast, the Main Market's International Secondary Listing Category is likely to remain attractive to larger and more established international issuers seeking the profile associated with admission to the Official List and trading on a regulated market.
The appropriate route will depend not only on eligibility requirements, but also on factors such as the company's size, growth strategy, fundraising objectives and broader capital markets plans.
Our Equity Capital Markets team can advise on on the International Secondary Listing Category, the AIM Express Market route or a proposed London admission. Find out more about our expertise or contact us today to discuss how we can support you.
This article was co-authored by Paralegal, Frank Zanner-Entwistle.
