C04904-2014

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 15, 2014
2. SEC Identification Number
A200003008
3. BIR Tax Identification No.
205357210000
4. Exact name of issuer as specified in its charter
MAX'S GROUP, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Pancake House Center, 2259 Chino Roces Avenue Extension, Makati City Postal Code 1231
8. Issuer's telephone number, including area code
(632) 7849000
9. Former name or former address, if changed since last report
PANCAKE HOUSE, INC.
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 SHARES 518,421,680
11. Indicate the item numbers reported herein
ITEM NO. 9

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.

Max's Group, Inc.MAXS

PSE Disclosure Form 4-13 - Clarification of News Reports References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Clarification of news articles entitled "Max’s share offer launches Nov. 4" posted in BusinessWorld Online on September 14, 2014 and "Max’s venturing into hotels" posted in Malaya Business Insight on September 15, 2014.
Source Business World Online and Malaya Business Insight
Subject of News Report "Max's share offer launches Nov.4" and "Max's venturing into hotels"
Date of Publication Sep 15, 2014
Clarification of News Report

We respond to your inquiry this morning, requesting our comment on news articles entitled "Max’s share offer launches Nov. 4" posted in BusinessWorld Online on September 14, 2014 and "Max’s venturing into hotels" posted in Malaya Business Insight on September 15, 2014. The articles stated in part that:

“MAX’S GROUP, Inc., formerly known as Pancake House, Inc., said its P4.6-billion follow-on offering of 300.14 million shares will run from Nov. 4-10, with an offer price of P29.50 apiece.

The company’s prospectus showed that the offer consists of 34.12 million new common shares from the company’s unissued capital stock; 204.64 million common shares from certain wholly owned subsidiaries; and 61.39 million common shares from certain shareholders.

The proceeds will go towards financing the expansion of stores and commissaries, working capital, and for general corporate purposes.”
. . .

“Max’s Group, Inc. expects to open its first hotel venture by next year, developing a property adjacent to the company’s ‘heritage store’ in Quezon City.

Through its subsidiary RooM Ventures, Corp., the company is developing a 60-room hotel along Scout Tuazon called Meranti.

‘The hotel will be targeting the domestic and foreign tourists, business travelers and locals who indulge in ‘staycations’. The hotel will have a total of approximately 60 rooms and will be equipped with recreational facilities at the start of commercial operations in 2015,’ Max’s said.
. . .


Further to our previous disclosure last 27 August 2014, we wish to clarify that the offer size, offer price and other details have not yet been finalized and will be determined following a book building process. Subject to market conditions and obtaining all requisite approvals, the planned public offer is scheduled to run in November 2014. Proceeds of the follow-on offering of new shares by the Max’s Group, Inc. (the “Company”) will be utilized to finance the expansion of stores and commissaries as well as for general corporate purposes. We clarify that the information in the articles above appear sourced from the Company’s preliminary prospectus which is currently filed with and subject to the review by the Securities and Exchange Commission (“SEC”). The final prospectus containing all the offer terms and descriptions of Company will be made available to investors when the Company’s registration statement has been rendered effective by the SEC. We thus reiterate, under the rules enforced by the SEC for the registration of the shares covered by the follow on offering and for the guidance of investors, that:

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE ACCEPTED OR RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OF COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY.

We also confirm that the Company is preparing to launch its first hotel, through subsidiary RooM Ventures, Corp. Situated along Scout Tuazon Street and across the Company’s heritage store in Quezon City, the Meranti will be featuring 59 rooms complemented by recreational and dining facilities. The Meranti is set to unveil its doors by early 2015.
Other Relevant Information

Please see attached disclosure.
Filed on behalf by:
Name Rebecca Arago
Designation Compliance Officer & Corporate Information Officer