The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 15, 2021
PRELIMINARY PROSPECTUS
ASIA PACIFIC WIRE & CABLE
CORPORATION LIMITED
Common Shares
Issuable Upon the Exercise of Subscription Rights to Purchase Common Shares
Asia Pacific Wire & Cable Corporation Limited (“we”, “us” or “our”) is a holding company incorporated in Bermuda with principal executive offices in Taipei, Taiwan. We conduct our operations through various subsidiaries in Australia, Hong Kong, the People’s Republic of China, Singapore and Thailand.
We are distributing, at no charge to the holders of our Common Shares, non-transferable subscription rights to purchase additional Common Shares, par value $0.01 per share (the “Common Shares”). We refer to the offering that is the subject of this prospectus as the rights offering. In the rights offering, you will receive one subscription right for each Common Share that you own as of 5:00 p.m., New York City time, on , 2021, which we refer to as the record date.
Each subscription right entitles the holder to invest $0.60 towards the purchase of Common Shares at a price per share equal to the subscription price. The subscription price will be equal to 90% of the lower of (1) the volume weighted average price per Common Share on the Nasdaq Capital Market over the five consecutive trading days through and including the expiration date of the rights offering and (2) the closing price per Common Share on the Nasdaq Capital Market on the expiration date of the rights offering. We refer to this right as the basic subscription right.
Subscription right holders who fully exercise their basic subscription rights will be entitled to subscribe for additional Common Shares that remain unsubscribed as a result of any unexercised basic subscription rights, which we refer to as the over-subscription right. If an insufficient number of Common Shares are available to satisfy fully the over-subscription requests, then the available Common Shares will be distributed among subscription rights holders who exercised their over-subscription right, based on the procedures set forth herein.
Assuming full exercise of the subscription rights, the proceeds to us from the rights offering would be approximately $8.0 million after deducting costs and expenses related to the rights offering payable by us, estimated at approximately $250,000.
Pacific Electric Wire & Cable Co., Ltd. (“PEWC”), our parent company, is a Taiwanese company that beneficially owned approximately 75.5% of our issued and outstanding Common Shares as of December 6, 2021, informed us that it intended to participate in the rights offering by means of a cash investment of at least 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 will expire if they are not exercised before 5:00 p.m., New York City time, on , 2022, which we refer to as the expiration date. We reserve the right to extend the expiration date one or more times, but in no event will we extend the rights offering beyond , 2022. Any rights not exercised at or before the expiration date will expire worthless without any payment to the holders of those unexercised rights. None of our Board of Directors, any committee thereof, or our management is making any recommendation regarding your exercise of the subscription rights. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering.
The subscription rights may not be sold or transferred, and will not be listed for trading on any stock exchange or market.
All exercises of subscription rights are irrevocable. We may cancel the rights offering in our sole discretion at any time prior to its expiration, for any reason. If the rights offering is canceled, the subscription agent will return all investment amount payments it has received for the cancelled rights offering, without interest or penalty.
Our Common Shares are listed on the NASDAQ Capital Market under the symbol “APWC”. The last sale price of our Common Shares on NASDAQ on November 29, 2021 was $2.60 per share. The Common Shares to be issued upon exercise of the subscription rights will also be listed for trading on the NASDAQ Capital Markets under the same symbol. As of the close of business on December 6, 2021, there were 13,819,669 Common Shares issued and outstanding.
Investing in our Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 17 and under similar headings in the other documents that are incorporated by reference into this prospectus to read about factors you should consider before deciding whether to exercise your subscription rights, including regarding our subsidiaries that are formed under the laws of, and operate in, the People’s Republic of China.
This is not an underwritten offering. The subscription rights are being offered directly by us without the services of an underwriter, dealer manager or selling agent. There is no minimum subscription amount required to consummate the rights offering.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense under the laws of the United States.
The date of this prospectus is , 2021