UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BRF S.A.
(Name of Issuer)
Common Shares, no par value per share,
including in the form of American Depositary Shares
(Title of Class of Securities)
10552T1071
(CUSIP Number)
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Lim Eng Kok
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Celine Loh
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GIC Private Limited
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GIC Private Limited
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168, Robinson Road
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168, Robinson Road
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#37-01, Capital Tower
Singapore 068912
+65 6889 8888
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#37-01, Capital Tower
Singapore 068912
+65 6889 8888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 2016
(Date of Event which Requires Filing of this Statement)
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 Rule 13d-7 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 the disclosures provided in a prior cover page.
The information required in 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).
1 CUSIP number is for the American Depositary Shares of BRF S.A., each representing one Common Share.
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SCHEDULE 13D
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CUSIP No.: 10552T107
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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GIC PRIVATE LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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29,116,298
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8
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SHARED VOTING POWER
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6,062,867
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9
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SOLE DISPOSITIVE POWER
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29,116,298
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10
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SHARED DISPOSITIVE POWER
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6,062,867
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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35,179,165
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.36% 2
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14
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TYPE OF REPORTING PERSON
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CO
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2 The percentages used herein are calculated based upon 806,654,845 Shares outstanding, which is the difference between the 812,473,246 issued Shares remaining after the Cancellation, as reported in the Issuer's Report on Form 6-K filed on February 26, 2016, and the 5,818,401 Shares held in treasury by the Issuer, as reported in the Issuer's Report on Form 6-K filed on February 29, 2016.
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SCHEDULE 13D
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Page 3 of 7 Pages
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| Item 1. |
Security and Issuer |
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the statement on Schedule 13D filed on January 29, 2014 (the “Original Schedule 13D”), as amended and supplemented by Amendment No.1 filed on March 04, 2014, and Amendment No. 2 filed on March 26, 2014, (the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, collectively, the “Schedule 13D”) with respect to the Common Shares, no par value per share, (the “Shares”), including in the form of American Depositary Shares (“ADS”), of BRF S.A. (the “Issuer”), a foreign private issuer, as defined in Rule 3b-4 of the Act, whose principal executive offices are located at 1400 R. Hungria, 5th Floor, Jd América; 01455000; São Paulo – SP, Brazil.
Capitalized terms not defined in this Amendment No. 3 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
| Item 2. |
Identity and Background |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a-c,f) This Schedule 13D is filed by GIC Private Limited (“GIC” or the “Reporting Person”). GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore’s foreign reserves. GIC is a private company limited by shares organized under the laws of the Republic of Singapore.
The following are each of the executive officers and directors of GIC and their respective address, occupation and citizenship:
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Name
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Address
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Principal Occupation
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Citizenship
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Lee Hsien Loong
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Prime Minister’s Office
Istana Annexe
Singapore 238823
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Prime Minister
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Singapore Citizen
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Teo Chee Hean
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Ministry of Home Affairs
New Phoenix Park
28 Irrawaddy Road Singapore 329560
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Deputy Prime Minister &
Coordinating Minister for National Security
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Singapore Citizen
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Tharman Shanmugaratnam
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Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
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Deputy Prime Minister & Coordinating Minister for Economic & Social Policies
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Singapore Citizen
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Lim Hng Kiang
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Ministry of Trade & Industry
100 High Street
#10-01 The Treasury
Singapore 179434
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Minister for Trade & Industry (Trade)
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Singapore Citizen
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Heng Swee Keat
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Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
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Minister for Finance
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Singapore Citizen
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SCHEDULE 13D
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Page 4 of 7 Pages
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Raymond Lim
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3 Anson Road #23-01
Springleaf Tower
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Chairman, APS Asset Management
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Singapore Citizen
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Peter Seah Lim Huat
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12 Marina Boulevard
Marina Bay Financial Centre
Tower 3, Level 45
Singapore 018982
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Chairman, DBS Group Holdings Ltd
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Singapore Citizen
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Ang Kong Hua
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30 Hill Street #05-04
Singapore 179360
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Chairman, Sembcorp Industries Ltd
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Singapore Citizen
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Chew Choon Seng
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2 Shenton Way #29-00
SGX Centre 1
Singapore 068804
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Chairman, Singapore Exchange Ltd
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Singapore Citizen
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Hsieh Fu Hua
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80 Raffles Place
#06-00 UOB Plaza 1
Singapore 048624
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Chairman, UOB Ltd
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Singapore Citizen
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Loh Boon Chye
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2 Shenton Way
#02-02 SGX Centre 1
Singapore 068804
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Chief Executive Officer,
Singapore Exchange Ltd
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Singapore Citizen
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Gautam Banerjee
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Marina Bay Financial
Centre Tower 2
Suite 13-01/02,
Marina Boulevard
Singapore 018983
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Chairman, Blackstone Singapore
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Singapore Citizen
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S. Dhanabalan
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60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
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Member, Council of Presidential Advisers
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Singapore Citizen
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Lim Siong Guan
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168 Robinson Road
#37-01 Capital Tower
Singapore 068912
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Group President, GIC
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Singapore Citizen
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Lim Chow Kiat
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168 Robinson Road
#37-01 Capital Tower
Singapore 068912
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Group Chief Investment Officer, GIC
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Singapore Citizen
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(d) The Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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SCHEDULE 13D
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Page 5 of 7 Pages
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| Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The Issuer has been repurchasing Shares in connection with multiple Share buyback programs (“Buyback Programs”), and has indicated that Shares acquired under the Buyback Programs may be cancelled. Towards that end, on February 25, 2016, the Issuer cancelled 60,000,000 Shares (the “Cancellation”). The Buyback Programs and related Cancellation resulted in an increase in the beneficial ownership of the Reporting Person as a percentage of the Issuer’s Shares for which no consideration was paid or received by the Reporting Person.
| Item 4. |
Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The Tarpon Filers have advised the Reporting Person that they intend to file an amendment to Schedule 13D to report beneficial ownership of 12.03% of the outstanding Shares.
As set forth in the Original Schedule 13D, the Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any Shares beneficially owned by the Tarpon Filers or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13d-5 under the Exchange Act) with the Tarpon Filers or any other person. The Reporting Person is responsible for the completeness and accuracy of the information concerning the Reporting Person contained herein, but is not responsible for the completeness and accuracy of the information concerning the Tarpon Filers or any other person contained herein.
| Item 5. |
Interest in Securities of the Issuer |
Items 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a, b) The aggregate number of Shares, including those held in the form of ADS, and the percentage of total outstanding Shares beneficially owned by the Reporting Person as of the date hereof is set forth below:
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Reporting Person
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Number of Shares
Beneficially Owned1
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Percentage of
Outstanding Shares
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Number of
Outstanding Shares2
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GIC
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35,179,165
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4.36%
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806,654,845
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1. GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 29,116,298 securities beneficially owned by it. GIC shares power to vote and dispose of 6,062,867 securities beneficially owned by it with MAS. GIC, GoS and MAS disclaim membership in a group.
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SCHEDULE 13D
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Page 6 of 7 Pages
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2. This figure represents the difference between the 812,473,246 issued Shares remaining after the Cancellation, as reported in the Issuer's Report on Form 6-K filed on February 26, 2016, and the 5,818,401 Shares held in treasury by the Issuer, as reported in the Issuer's Report on Form 6-K filed on February 29, 2016.
(c) The trading dates, number of Shares or ADS acquired and disposed of, price per Share or ADS, and how the transactions were effected for all transactions in the Shares or ADS by the Reporting Person in the past sixty days is set forth in Exhibit D.
| Item 7. |
Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:
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Exhibit D:
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Schedule of Transactions, in response to Item 5(c)
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SCHEDULE 13D
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Page 7 of 7 Pages
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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.
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GIC PRIVATE LIMITED
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By:
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/s/ Lim Eng Kok |
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Name:
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Lim Eng Kok |
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Title:
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Senior Vice President
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By:
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/s/ Celine Loh |
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Name:
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Celine Loh |
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Title:
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Senior Vice President
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March 3, 2016
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Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
EXHIBIT D
SCHEDULE OF TRANSACTIONS
The following transactions were effected by GIC, or an external fund manager on behalf of GIC, in the open market through a broker.
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Trade Date
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ADR or Shares
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Buy / Sell
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Quantity
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Price per Share
(in USD)
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01/05/16
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BRF SA-ADR
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SELL
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63,074
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$ 13.705806
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01/05/16
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BRF SA-ADR
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SELL
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16,623
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$ 13.705806
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01/15/16
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BRF SA-ADR
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SELL
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27
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$ 11.8
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01/28/16
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BRF SA-ADR
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SELL
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6,104
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$ 11.359448
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01/28/16
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BRF SA-ADR
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SELL
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490
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$ 11.359448
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01/29/16
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BRF SA-ADR
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SELL
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4,192
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$ 11.868163
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02/02/16
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BRF SA-ADR
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SELL
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14,028
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$ 12.015982
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02/02/16
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BRF SA-ADR
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SELL
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3,110
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$ 12.015982
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02/11/16
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BRF SA-ADR
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SELL
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3,910
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$ 12.412481
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02/18/16
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BRF SA-ADR
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SELL
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55
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$ 13.09
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