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    ADGM's Financial Regulator fines Sarwa Digital Wealth (Capital) Limited USD 122,500 for making an Offer of Securities in ADGM without Approved Prospectus

    ADGM 21/05/2024

    The Financial Services Regulatory Authority (FSRA) of Abu Dhabi Global Market (ADGM) has imposed a financial penalty of USD 122,500 (AED 449,881) on Sarwa Digital Wealth (Capital) Limited (Sarwa), an FSRA licensed firm in ADGM. The FSRA found that Sarwa contravened FSRA administered regulations by making an Offer of Securities in ADGM without an Approved Prospectus.

    The FSRA has also imposed a Requirement on Sarwa to undertake an independent review of its governance arrangements.

    The FSRA administered regulations prohibit the making of an Offer of Securities in ADGM without a prospectus, approved by the FSRA, that contains all information that an investor would reasonably require to make an informed decision in relation to the investment.

    An FSRA Investigation found that Sarwa, in and around April and May 2023 offered an opportunity to invest in securities related to a number of shares of its parent entity to its network of clients and registered users of its application. It did this by:

    • distributing communications to a significant number of potential investors containing information on the terms of the offer and the securities offered, to enable investors to buy or subscribe to the offer;
    • maintaining a website publishing further information in relation to the offer; and
    • engaging in further communication with potential investors to provide additional information and to facilitate subscriptions.

    Sarwa did not provide an Approved Prospectus to potential investors. As a result, the potential investors to whom Sarwa made the offer were not provided with sufficient information to make an informed decision in relation to the investment.

    144 investors subscribed to the offer and committed approximately USD2.1 million.

    The FSRA recognises Sarwa’s cooperation in relation to this matter, which included Sarwa reversing all committed subscriptions promptly upon being informed of the FSRA’s concerns.

    In addition, Sarwa agreed to settle at the earliest opportunity and therefore qualified for a discount on the financial penalty. A further reduction was given in recognition of the Regulatory Action taken by the Dubai Financial Services Authority (DFSA).

    The FSRA’s investigation was conducted in close coordination with the DFSA, which investigated a related licensed firm in the Dubai International Financial Centre. The DFSA and the FSRA amongst other things conducted joint interviews and shared intelligence, evidence and findings. The FSRA recognises the DFSA’s cooperation and assistance in this matter.

    Emmanuel Givanakis, Chief Executive Officer of the FSRA said, “This enforcement action demonstrates the FSRA’s robust regulatory approach to its regulatory framework, ensuring investor protection is of paramount importance and making sure all regulated entities maintain high standards of conduct. More importantly, this is also a matter that demonstrates the strong collaborative approach between UAE Regulators through cooperating and sharing information in parallel investigations, thereby safeguarding the UAE’s financial ecosystem and protecting its investors.”

    A copy of the FSRA’s Final Notice can be found on the ADGM website at URL: FSRA Regulatory Actions