C05105-2014

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Sep 28, 2014
2. SEC Identification Number
AS-093-8127
3. BIR Tax Identification No.
002-834-075
4. Exact name of issuer as specified in its charter
APC Group Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor Philcom Building, 8755 Paseo de Roxas, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(632) 845-0614
9. Former name or former address, if changed since last report
NA
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Stock 7,511,809,997
11. Indicate the item numbers reported herein
NA

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

APC Group, Inc.APC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Additional disclosure on the sale of Available-for-Sale Financial Assets held by APC
Background/Description of the Disclosure

Please be advised, further to our disclosure dated 18 September 2014, that the Corporation, together with some related companies, concluded today its roadshow in connection with the planned sale of up to 3,263,714,000 Common Shares held by them of Premium Leisure Corp. (PLC). With this, the Corporation would like to further advise as follows:

(1) the Corporation, with its related companies, Belle Corporation, Foundation Capital Resources, Inc. and Parallax Resources, Inc., (collectively, the “Selling Shareholders”), together with PLC; entered into a Placing Agreement with CLSA Limited, Credit Suisse (Singapore) Limited, and Macquarie Capital (Singapore) Pte Limited who have agreed to act as the “Joint Global Bookrunners” with CLSA Limited likewise acting as the “Sole Global Coordinator”;

(2) Belle Corporation has also executed a Greenshoe Agreement with CLSA Limited;

(3) the Selling Shareholders have agreed to sell their respective shareholdings in PLC as follows:
Belle Corporation - [3,003,360,000] Common Shares
Foundation Capital Resources, Inc. - [156,530,500] Common Shares
Parallax Resources, Inc. - [13,823,500] Common Shares
APC Group, Inc. - [90,000,000] Common Shares

Belle has likewise agreed to sell up to 489,556,000 additional Common Shares of PLC for the over-allotment option if the same will be exercised (collectively, the “Offer Shares”);

(4) the Selling Shareholders and the Joint Global Bookrunners have agreed to set the offer price for the Offer Shares for One Peso Sixty-Five Centavos (PhP1.65) per share; thus, the total gross proceeds from the offer, before the exercise of the over-allotment option, will be Five Billion Three Hundred Eighty-Five Million One Hundred Twenty-Eight Thousand One Hundred Pesos (PhP5,385,128,100.00) or approximately One Hundred Twenty-One Million US Dollars (US$121,000,000.00); and,

(5) further announcements will be made once the sale of the Offer Shares by the Selling Shareholders is concluded.
Other Relevant Information

NA
Filed on behalf by:
Name Monette Cruz
Designation Chief Accountant