SEC Form SC 13D/A filed by Asia Pacific Wire & Cable Corporation Ltd. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 04)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Statement for Schedule 13D/A:

This Amendment No. 4 to Schedule 13D is being filed by Pacific Electric Wire & Cable Co., Ltd. (“Pacific Electric”), Moon View Ventures Limited, B.V.I. (“Moon View”) and Pacific Holdings Group (“Pacific Holdings”), collectively referred to herein as the “Reporting Persons”, to amend and supplement Schedule 13D originally filed September 27, 2005 (the “Initial Statement”) as amended by Amendment No. 1 filed on November 23, 2007, Amendment No. 2 filed on March 30, 2009 and Amendment No. 3 filed on September 17, 2015 (the “Schedule 13D”). Both Moon View and Pacific Holdings are wholly-owned subsidiaries of, and are beneficially owned and controlled by Pacific Electric.

The filing of this Amendment No. 4 shall not be construed as an admission that Pacific Electric, Moon View, Pacific Holdings or any of their executive officers or directors are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the beneficial owners of any securities covered by this statement or that this statement is required to be filed by such persons.

This Amendment No. 4 to Schedule 13D relates to the common shares, $0.01 par value per share (the “Common Shares”) of Asia Pacific Wire & Cable Corporation Limited, a Bermuda company (herein the “Issuer” or “Company”). The principal executive offices of the Company are located at 15/Fl., B. No. 77, Sec. 2, Dunhua South Road, Taipei, 106, Taiwan, Republic of China.

Pacific Electric, Moon View and Pacific Holdings’ executive officers and directors, their citizenship and other reporting information are as follows:

Board of Directors and Executive Officers of Pacific Electric

Board of Directors and Executive Officers of Moon View

Board of Directors and Executive Officers of Pacific Holdings

As discussed in Item 4, the Reporting Persons intend to use working capital to invest approximately $8.3 million in newly issued common shares of the Issuer through participation in Issuer’s subscription rights offering.

On December 15, 2021 Issuer filed Amendment No. 3 to Form F-1 Registration Statement (the “F-1”) and subsequently filed its prospectus on January 14, 2022 (the “Prospectus”) setting forth the terms and conditions of its subscription rights offering to holders of record of its Common Shares as of January 7, 2022 (the “Rights Offering”). Under the provisions of the Rights Offering, each holder of record receives at no charge from the Issuer one non-transferable subscription right for each Common Share owned, which 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. Subscription right holders who fully exercise their basic subscription rights are entitled to subscribe for additional Common Shares that remain unsubscribed as a result of any unexercised basic subscription rights, referred to as the over-subscription right.

The subscription period, during which holders may exercise their subscription rights, both basic and over-subscription, commences on January 14, 2022 at 9:00 a.m. Eastern Time, and expires at 5:00 p.m. Eastern Time on January 31, 2022, unless Issuer decides to terminate the rights offering earlier or to extend the expiration date.

The Reporting Persons expect to receive a collective total of 10,430,739 basic subscription rights. The Reporting Persons have expressed an intention to participate in the Rights Offering by means of a cash investment of at least approximately $6.3 million to fully exercise their basic subscription rights and an additional investment of approximately $2.0 million for over-subscription rights.

As disclosed in the Prospectus, (i) 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, and (ii) the number of Common Shares an investor would be issued is determined by the total amount they invest pursuant to the exercise of their basic subscription rights divided by the subscription price, with additional Common Shares issued to those who exercised their over-subscription rights. Accordingly, neither the subscription price nor the number of Common Shares issuable to the Reporting Persons are known at this time and will not be determined until after the Rights Offering expiration date.

Other than the information set forth in Items 2, 3, 4 and 5 above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer.

None

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.