At Sapphire, we are passionate about helping ambitious UK companies grow, scale and thrive. Part of that journey may one day include listing on a public market such as AIM. But how do SMEs navigate the leap from private ownership to public market participation? To explore this topic, I met in London with Clive Garston, one of the UK’s most experienced corporate lawyers and a trusted adviser to issuers, Nomads and financial advisers on AIM IPOs. I had not seen him in person since his recent appointment at Fladgate LLP, so it was a good opportunity to catch up .
What followed was a candid conversation about the realities of the IPO process, the value of preparation, and the future of the UK equity capital markets.
The First Question: Why List at All?
Clive began by reminding us that the decision to go public is never one to take lightly.
“One of the first things that people have to consider is why are they seeking a quote? Most companies do it because they want to raise capital and/or have exiting founder shareholders who want to realise some cash. It’s a process which is time consuming and expensive and shouldn’t be undertaken lightly.”
Going public, he noted, not only brings new opportunities but also introduces significant ongoing obligations. Increased audit costs, board governance requirements, broker and Nomad (Nominated Adviser) fees, and the demands of investor relations all add up.
“The process probably takes at least six months and involves a lot of management time, which can interfere with the business because most companies don’t have spare people who can deal with the IPO on its own.”
Getting Your House in Order
For SMEs contemplating an IPO, internal readiness is critical. Clive stressed that the first step is ensuring audited accounts are in place – often a challenge for smaller, fast-growing businesses.
“You need to have the previous year’s accounts audited. If you’re not used to being audited, you will need to have one done. Make sure all your records are in order, the relevant contracts are signed, everything. Do the work before starting the process to get all the paperwork and compliance in order – it will make the process much easier. In addition have your lawyers do preliminary due diligence to establish what needs to be done, to satisfy the formal due diligence process”
This isn’t simply about ticking boxes; it’s about building credibility with advisers, investors, and regulators. Clive’s experience shows that companies who invest time in good governance early on are better positioned for a smoother and more efficient flotation.
Building the Right Relationships
The Nomad –company relationship is at the heart of a successful AIM listing. Clive described it as one that must be built on trust.
“The Nomad is in an unusual position because it is both a quasi-regulator and an adviser. The Nomad needs to know that he can trust the company to [provide] all the information [required] and to answer questions honestly and fairly.”
This trust must flow both ways – management must feel they can rely on the Nomad’s guidance and support throughout the listing journey.
Corporate Governance: A Value Driver
Having co-authored editions of the QCA Corporate Governance Code, Clive was forthright about the benefits – and challenges – of strong governance.
“Institutional investors are very keen on ensuring that the relevant corporate governance code is complied with. I think good governance does play a role in improving the business and performance – although I’m not a great lover of the tick-box system.”
While acknowledging the cost burden of recruiting independent directors, Clive argued that a well-governed company is better placed to attract quality investors and to deliver sustained shareholder value.
The Power of the Public Markets
“UK Capital markets have been very subdued with few IPOs in 2025. This has been caused by many factors, including US tariffs, inflation and geopolitical tension. These uncertainties are likely to continue and to weigh heavily on markets. However, I do believe that the AIM market still has many advantages for growing companies with management that wish to embrace the challenges and opportunities of a public quotation. Such a quotation enhances the commercial profile, gives the company a currency to use for M&A activity and enables improved incentivisation for employess via various schemes"
“Even in current difficult conditions, secondaries have been possible. Secondaries are a very useful source of finance for growing public companies. There’s no question about that.”
He also noted that, compared to private fundraising, follow-on offerings can be more efficient once a company has established a public track record.
The Future of the UK Capital Markets
When asked about the outlook for AIM, Clive was cautiously realistic:
“The market’s not great at the moment. People keep saying next year or next half year it’s going to improve. IPOs of good companies are always going to be possible, but those days where you could almost IPO anything are long gone.”
Clive believes regulatory reform could play an important role in reinvigorating the market. He believes that Company law needs modernising, and regulatory culture must become more encouraging for both SMEs and retail investors. “Somebody needs to sit down and just do it".
Final Thoughts
Clive’s candid reflections are a reminder that the path to a public listing is demanding – but ultimately rewarding for the right companies.
“For good solid companies, there will still be opportunities, but they’ll have to be able to show serious growth prospects and how they’re going to increase shareholder value.”
At Sapphire, we share Clive’s view that preparation, governance, and building the right relationships are the cornerstones of IPO success. For ambitious founders considering the next step, there has never been a better time to start getting ready.
Next Steps:
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