The Company will not issue fractional Common Shares. If an exercising Subscription Rights holder’s aggregate Investment Amount would otherwise permit such Subscription Rights holder to purchase a fraction of a share, the number of Common Shares that such Subscription Rights holder will purchase will be rounded down to the nearest whole share, and any excess Investment Amount payment received by the Subscription Agent will be returned to such Subscription Rights holder promptly, without interest, following the Expiration Time.
As further described in the Prospectus, Pacific Electric Wire & Cable Co., Ltd. (“PEWC”), which beneficially owned approximately 75.5% of the Company’s issued and outstanding Common Stock as of August 30, 2021, informed us that it intended to participate in the Rights Offering by means of a cash investment of approximately $6.3 million. If PEWC elects to make that entire investment, it would fully exercise its Basic Subscription Rights but not exercise any Over-Subscription Rights. However, there is no guarantee or commitment that PEWC will ultimately decide to exercise any or all of its Basic Subscription Rights, or not to exercise any or all of its Over-Subscription Rights.
The Subscription Rights are non-transferable and once exercised, irrevocable. The Subscription Rights will expire and be of no value, if not exercised prior to the Expiration Time.
The Company may extend the Expiration Time by giving oral or written notice to the Subscription Agent prior to the Expiration Time. If the Company elects to extend the Expiration Time, it will issue a press release announcing such extension.
Each holder of Subscription Rights will be required to submit payment in full to the Subscription Agent, prior to the Expiration Time, of the aggregate Investment Amount that such holder wishes to apply towards the purchase of Additional Shares at the Subscription Price pursuant to the exercise of the Subscription Right.
As soon as practicable after the Expiration Time and after any and all prorations and adjustments contemplated by the terms of the Rights Offering, as described in the Prospectus, have been effected, any excess Investment Amount payment received by the Subscription Agent will be returned, without interest or penalty.
The Company is asking persons who hold Common Shares beneficially and who have received the Subscription Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Shares directly and prefer to have such institutions effect transactions relating to the Subscription Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.
All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Subscription Rights will be for the account of the holder of the Subscription Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.
Enclosed are copies of the following documents:
1. The Prospectus;
2. A form of letter which may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or Cede & Co. (including a Beneficial Owner Election Form), with an attached form of instruction; and
3. Nominee Holder Certification.
Your prompt action is requested. To exercise the Subscription Rights, you must promptly deliver the properly completed and signed Nominee Holder Certification accompanying this letter, with payment of the aggregate Investment Amount specified in the Nominee Holder Certification in full, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Nominee Holder Certification with full payment of the aggregate Investment Amount, including final clearance of any checks or wire transfers, prior to the Expiration Time.
