C00078-2017

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)
Jan 9, 2017
2. SEC Identification Number
013039
3. BIR Tax Identification No.
320-000-484
4. Exact name of issuer as specified in its charter
PACIFICA, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
c/o Manila Harbour Centre, R-10, Vitas, Tondo, Manila Postal Code 1013
8. Issuer's telephone number, including area code
(632) 637-8851
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 Shares 40,000,000,000
11. Indicate the item numbers reported herein
Item 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.

Pacifica, Inc.PA

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

News article under Biz Buzz column entitled “Grooming Kuya J”
Source Businessworld Online
Subject of News Report News items regarding alleged reverse takeover or backdoor listing
Date of Publication Jan 9, 2017
Clarification of News Report

We refer to the abovementioned news article which states, in part, as follows:

“Businessman Lowell Yu, the man behind two fast-growing retailing businesses—Kuya J restaurant chain and membership shopping chain Landers—is taking a 64.17-percent control of dormant mineral exploration firm Pacifica Inc.
. . . .

Based on a report to the Philippine Stock Exchange last week, Yu’s Cebu-based company Unido Capital Holdings Inc. launched a tender offer to other shareholders of Pacifica at a price per share of P0.007. Unido is willing to acquire 14.33 billion common shares of Pacifica comprising the 35.83 percent currently held by the public. The tender offer will run until noon-time of Feb. 3 this year.

One option being considered by Unido is to ‘use Pacifica for a reverse takeover by an existing ongoing business concern, which may contribute to the revenue growth of the company,’ the tender offer disclosure said, albeit adding that there were no definitive agreements for such at this time.

From what we gather from the grapevine, Yu (who, by the way, is the son of Luis Yu Jr., part of the 8990 Holdings triumvirate that also includes JJ Atencio and Mariano Martinez Jr.), is likely buying Pacifica as a future backdoor listing vehicle for Kuya J, a homegrown Cebuano restaurant which has been rapidly expanding across the country in the last two years. This casual dining restaurant offers Filipino gastronomic delights.

Our sources say that once Kuya J hits the critical mass of 100 restaurants—which isn’t far off since it now has 60 stores—that’s the time to bring the food chain public. . . .

. . . .”

We confirm that a tender offer report has been filed by Unido Capital Holdings, Inc. ("Unido") with PA. Based on said report, Unido intends to acquire a total of 36.52% of the outstanding capital stock of PA from 9th Kingdom Investments, Corp. and Mikro-Tech Capital, Inc. which, when aggregated with the current shareholdings of its affiliate, Iholdings, Inc., will constitute 64.17% of the outstanding capital stock of PA. Currently, however, no definitive plans regarding a reverse takeover or backdoor listing involving PA and/or Kuya J have been arrived at. Neither have any agreements (initial, definitive or otherwise) been agreed upon or executed.
Other Relevant Information

N/A
Filed on behalf by:
Name Cristina Palma Gil-Fernandez
Designation Corporate Secretary/Corporate Information Officer