On 1 September 2010 the National Storage Mechanism (NSM) replaced the Financial Services Authority (FSA)’s Document Viewing Facility (DVF). The NSM, located at www.hemscott.com/nsm.do, is the official mechanism for the storage of regulated information in the UK. All information required to be disclosed under the Listing Rules, Disclosure and Transparency Rules, and the Prospectus Rules is included in the NSM.
The NSM does not replace the existing Regulatory Information Service (RIS) regime, but complements it by automatically storing announcements made through regulatory feeds, as well as information that was previously published on the DVF. It allows free online access and enables users to search, view and print the information. It is more accessible than the DVF, which required either attendance in person at the FSA’s offices or an online subscription service.
In particular, issuers should be aware that:
- An issuer who is required to send a document to the NSM only needs to provide one electronic copy of the relevant document (rather than two hard copies, as the FSA’s previous DVF rules required).
- Documents can be forwarded to the NSM either by e-mail or by uploading them directly to the website, and are no longer sent to the FSA. While documents are checked by the NSM before being made available to the public, it is the issuer’s responsibility that their documents are correctly uploaded.
- Submitting a document to the NSM does not satisfy the issuer’s obligation to make information available to the public. An RIS announcement should always be used to notify the market when submitting a document to the NSM, setting out where copies of the information can be obtained (for example: ‘Document on [Title]. A copy of the above document has been submitted to the NSM and will shortly be available for inspection at www.hemscott.com/nsm.do.’).
- Regulatory announcements should include the correct headline code and category to ensure that NSM users can search and locate the information easily.
- All prospectuses approved by the UK Listing Authority (UKLA) will be available to users of the NSM. Users are required to acknowledge an information box (which states: ‘Documents are made available on this website for information purposes only. The distribution of documents relating to securities, or the issuers of securities, and the offering or trading of securities referred to in such documents, may be restricted by law in certain jurisdictions. Users of this website should comply with any restrictions that apply to them.’) before being allowed to access the prospectus. However, issuers and their advisers should consider the implications of a prospectus being freely available when preparing the prospectus disclaimer, where, for example, an offer may be restricted by local law in jurisdictions outside the UK.
- Issuers need to ensure that the prospectus does not appear on the NSM before it is approved by the UKLA and that the FSA will not take responsibility for any liability that may arise from any prospectus being made public via the NSM.
- Uploading the prospectus to the NSM does not fulfil the requirement to make it public. The issuer must use the methods of publication set out in Rule 3.2.4 of the Prospectus Rules.
