C00306-2017

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 20, 2017
2. SEC Identification Number
CS200705607
3. BIR Tax Identification No.
006-710-876
4. Exact name of issuer as specified in its charter
SSI Group, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6F Midland Bldg, 403 Gil Puyat Ave., Makati City Postal Code 1200
8. Issuer's telephone number, including area code
+632-8969596
9. Former name or former address, if changed since last report
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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 3,312,864,430
11. Indicate the item numbers reported herein
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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.

SSI Group, Inc.SSI

PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Execution of a Joint Venture Agreement between Stores Specialists, Inc and Ryohin Keikaku Co. Ltd. (RKJ)

Background/Description of the Disclosure

Stores Specialists, Inc., a wholly owned subsidiary of SSI Group, Inc. (SSI), has entered into an agreement with Ryohin Keikaku Co. Ltd. (RKJ) to form a joint venture company (JVC) to further develop the MUJI retail business in the Philippines

Date of Approval by Board of Directors Jan 20, 2017
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

Stores Specialists, Inc. will have a 51% stake in the JVC, while RKJ shall have a 49% stake. The JVC is expected to commence operations on April 1, 2017. The JVC shall own and operate MUJI stores in the Philippines.

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The joint venture with RKJ is expected to strengthen the MUJI brand in the Philippines and enable cost efficiencies.

Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

SSI shall invest PhP89,250,000 for a 51% stake in the JVC, while RKJ shall invest PhP85,750,000 for a 49% stake in the JVC.

Provisions on profit-sharing, arrangements on management and operations

Any profits from the JVC shall be distributed pro-rata to the ownership in the JVC of each of Stores Specialists, Inc. and RKJ. Stores Specialists, Inc. shall provide the JVC with operational knowledge and apparel and retail sales expertise specific to the Philippines, while RKJ shall provide the JVC with brand management expertise and retail experience specific to the MUJI brand.

Conditions precedent to closing of transaction, if any

Obtainment, by RKJ, of a certificate of pre-qualification as a foreign retailer from the Board of Investments

Other salient features of the joint venture agreement

The JVC shall be named MUJI Philippines Corp.

Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Stores Specialists, Inc. Owns and operates specialty retailing boutiques for a range of international brands, to include luxury and bridge, casual wear, fast fashion, footwear, luggage and accesories and personal care brands. 100% owned subsidiary of SSI Group, Inc.
Ryohin Keikaku Co. Ltd. A Japan based company engaged in the planning, development, procurement, logistics and processing of goods under the brand name MUJI, as well as the operation of MUJI retail stores and the wholesale of MUJI goods to its trade partners. NA
Effect(s) on the business, financial condition and operations of the Issuer, if any

The joint venture with RKJ is expected to strengthen the MUJI brand in the Philippines and enable cost efficiencies.

Other Relevant Information

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Filed on behalf by:
Name Margarita Atienza
Designation Vice President