This Practice Note focuses on the regulatory requirements under the AIM Rules for Companies (AIM rules) applicable to an AIM company which is carrying out a transaction classed as a reverse takeover. A reverse takeover under the AIM Rules is essentially an acquisition by an AIM company of a business, company or assets (target) where the target is larger than the AIM company itself or which would result in a fundamental change in the business, board or voting control of the AIM company. It should be noted that there are also similar provisions on reverse takeovers in the UK Listing Rules published by the Financial Conduct Authority (FCA) that apply to companies listed on the Official List. The rules relating to listed companies are generally more prescriptive than those that apply to AIM companies. Key provisions The key provisions an AIM company must follow when undertaking a reverse takeover are set out in Rule 14 of the AIM Rules. Definition of a ‘reverse takeover’ under the AIM Rules Rule 14 of the AIM Rules defines a reverse takeover

This Practice Note looks at the regulatory requirements applicable to a company listed in the equity shares (commercial companies) category (also referred to as the commercial companies category) where it is carrying out or proposing to carry out a transaction which is classed as a reverse takeover under Chapter 7 of the UK Listing Rules, UKLR 7. References to a listed company in this Practice Note are to a company listed in the commercial companies category. A reverse takeover is, essentially, an acquisition by a listed company or its subsidiary of a business, company or assets (target) where the target is the same size or larger than the listed company based on a series of class tests or that in substance results in a fundamental change in the business, the board or voting control of the listed company. For guidance on the class tests and how to use them to classify a transaction see Practice Note: UK Listing Rules class tests—fundamentals. Applicable law and guidance: reverse takeovers The following pieces of regulation and guidance

ARCHIVED: This Practice Note has been archived and is not maintained. A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories.  The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This Practice Note looks at the regulatory requirements that were previously applicable where a company with a former standard or premium listing was carrying out or proposing to carry out a significant transaction which was classed as a reverse takeover, under the listing regime

A bonus added to the sum assured (or basic sum assured) of a with-profits life assurance policy out of a life company's surplus profits usually on an annual basis.

A beneficial interest that returns or ‘reverts’ back to the settlor of a trust on the occurrence of a specified event, or a future (contingent or vested) interest in a trust. For inheritance tax purposes, the term is defined in IHTA 1984, s 47. See: IHTM16231.

A lease that takes effect at a future date.

HM Land Registry Prescribed Clauses LR1. Date of the lease [date] LR2. Title Number(s) LR2.1 Landlord's title number(s) [title numbers out of which this Lease is granted. Leave blank if not registered] LR2.2 Other title numbers [existing title number(s) against which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be made] LR3. Parties to this lease Landlord [name of Landlord] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Tenant [name of Tenant] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address] Other parties [ Guarantor [name of Guarantor] [of OR incorporated in England and Wales with company registration number [number] whose registered office is at] [address][details and capacity of other parties (eg management company etc)]] LR4. Property In the case of a conflict between this clause and the remainder of this Lease then, for the purposes of registration, this clause shall prevail. The Property as defined in clause 1. LR5. Prescribed statements etc LR5.1 Statements

Reversionary leases (or future leases) are granted to take effect in possession at a future date. This Practice Note looks at: • when a reversionary lease is used (including to avoid a surrender and regrant) • statutory rules relating to the grant of reversionary leases (including in relation to term and registration), and • key transaction and drafting points to consider on the grant of a reversionary lease When is a reversionary lease used? A reversionary lease is typically granted to an existing tenant (rather than an unrelated third party). In effect, it allows the parties to ‘extend’ the term of the tenant’s existing lease and avoid an inadvertent surrender and regrant. Most frequently, it is used to document a lease renewal by contractual negotiation rather than under statutory provisions (eg Landlord and Tenant Act 1954 (LTA 1954)—see: LTA 1954 procedure—overview). The grant of a reversionary lease often forms part of a lease re-gear transaction (see Practice Note: Lease re-gears—what, when and how?). Key risk—avoiding surrender and regrant A reversionary lease should be used to avoid an inadvertent

COUNTER-NOTICE Leasehold Reform, Housing and Urban Development Act 1993, s 21 In connection with the property known as [address] (the Specified Premises) To [name of nominee purchaser] of [insert address] From [name of reversioner] (the reversioner) of [insert address] TAKE NOTICE THAT: 1 The reversioner admits that the participating tenants were, on the date the initial notice was given, entitled to exercise the right to collective enfranchisement under Leasehold Reform, Housing and Urban Development Act 1993 in relation to the Specified Premises. 1.1 [The reversioner accepts the following proposals contained in the initial notice: [insert details] OR 1.2 The reversioner does not accept the following proposals contained in the initial notice: [insert

LEASEHOLD REFORM, HOUSING AND URBAN DEVELOPMENT ACT 1993, SECTION 20 NOTICE REQUIRING EVIDENCE OF TENANT’S RIGHT TO PARTICIPATE in connection with the property known as [insert address of property comprised in the tenant’s notice of claim] (the Specified

From the middle of the 19th century, Parliament encouraged individuals to give land for charitable and/or other benevolent purposes (notably in relation to education and religion) by allowing the land in question to revert to the original owner or their heirs if the land ceased to be used, either permanently or for a specified period of time, for the purpose for which it was originally given. The principal Acts are: • School Sites Acts 1841, 1844, 1849, 1851 and 1852 — under which land might be given for use as the site of a school, or a schoolmaster’s residence, or ‘otherwise for the purposes of the education of poor persons in religious and useful knowledge’ • Literary and Scientific Institutions Act 1854 — under which land might be given for use as a library, museum, art gallery or other similar institution • Consecration of Churchyards Act 1867 — under which land might be given for enlarging a churchyard or burial ground • Places of Worship Sites Act 1873 — under which land might be given for use as a church, chapel,

Re-appraisals of a scheme, typically as part of the section 106 agreement, undertaken either prior to or post-implementation of a development in order to assess the viability.