0000905148-17-000907.txt : 20171127 0000905148-17-000907.hdr.sgml : 20171127 20171127165650 ACCESSION NUMBER: 0000905148-17-000907 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171127 DATE AS OF CHANGE: 20171127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRF S.A. CENTRAL INDEX KEY: 0001122491 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81914 FILM NUMBER: 171223408 BUSINESS ADDRESS: STREET 1: 1400 RUA HUNGRIA 5TH FLOOR STREET 2: JARDIM EUROPA 01455 000 CITY: SAO PAULO SP BRAZIL STATE: D5 ZIP: 00000 BUSINESS PHONE: 551123225061 MAIL ADDRESS: STREET 1: 1400 RUA HUNGRIA 5TH FLOOR STREET 2: JARDIM EUROPA 01455 000 SAO PAULO SP CITY: BRAZIL STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BRF-BRASIL FOODS S.A. DATE OF NAME CHANGE: 20090708 FORMER COMPANY: FORMER CONFORMED NAME: PERDIGAO SA DATE OF NAME CHANGE: 20000823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13D/A 1 efc17-631_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
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)
 
Celine Loh
Jimmy Teo Poh Leong
GIC Private Limited
GIC Private Limited
168, Robinson Road
168, Robinson Road
#37-01, Capital Tower
#37-01, Capital Tower
Singapore 068912
Singapore 068912
+65 6889 8888
+65 6889 8888

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 22, 2017
(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.
 
 

 
 
SCHEDULE 13D
 
 
 
 
CUSIP No.:  10552T107
 
Page 2 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
GIC PRIVATE LIMITED
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
18,332,078
 
 
 
 
8
SHARED VOTING POWER
 
 
26,826,647
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
18,332,078
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
26,826,647
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,158,725
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.57% 1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


1
The percentages used herein are calculated based upon 811,139,545 Shares outstanding (excluding  1,333,701 treasury shares) as of September 30, 2017, based on information disclosed by the Issuer in its Form 6-K filed on SEC on November 13, 2017.
 
 

 
 
SCHEDULE 13D
 
 
 
 
CUSIP No.:  10552T107
 
Page 3 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
FIREFLIES LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
19,971,869
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
19,971,869
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
19,971,869
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.46% 1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 


1
The percentages used herein are calculated based upon 811,139,545 Shares outstanding (excluding  1,333,701 treasury shares) as of September 30, 2017, based on information disclosed by the Issuer in its Form 6-K filed on SEC on November 13, 2017.
 
 
 
 

 
SCHEDULE 13D
 
 
 
 
 
 
Page 4 of 9 Pages
 
Item 1.
Security and Issuer

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 29, 2014 (the “Original Schedule 13D”), as amended and supplemented by Amendment No.1 filed on March 04, 2014, Amendment No. 2 filed on March 26, 2014, Amendment No. 3 filed on March 3, 2016, Amendment No. 4 filed on July 15, 2016, Amendment No. 5 filed on April 12, 2017, and Amendment No. 6 filed on May 4, 2017 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 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. 7 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 each of GIC Private Limited (“GIC”) and Fireflies LLC (“Fireflies” and, together with GIC, the “Reporting Persons” or each, a “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.  Fireflies is an investment holding company organized under the laws of the State of Delaware to undertake and transact in all kinds of investments. The principal business address for GIC is 168, Robinson Road, #37-01 Singapore 068912.  The principal business address for Fireflies is One Bush Street Suite 1100 San Francisco CA 94104 USA.

The following are each of the executive officers and directors of GIC and their respective address, occupation and citizenship:
 
Name
 
Address
 
Principal Occupation
 
Citizenship
Lee Hsien Loong
 
Prime Minister’s Office
Istana Annexe
Singapore 238823
 
Prime Minister
 
Singapore Citizen
 
         
Lim Hng Kiang
 
Ministry of Trade & Industry
100 High Street
#10-01 The Treasury
Singapore 179434
 
Minister for Trade & Industry (Trade)
 
Singapore Citizen
 
         
Heng Swee Keat
 
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
 
Minister for Finance
 
Singapore Citizen
 
         
 

 
SCHEDULE 13D
 
 
 
 
 
 
Page 5 of 9 Pages
 
Tharman Shanmugaratnam
 
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
 
Deputy Prime Minister & Coordinating Minister for Economic & Social Policies
 
Singapore Citizen
         
Teo Chee Hean
 
Ministry of Home Affairs
New Phoenix Park
28 Irrawaddy Road Singapore 329560
 
Deputy Prime Minister & Coordinating Minister for National Security
 
Singapore Citizen
         
Peter Seah Lim Huat
 
12 Marina Boulevard
Marina Bay Financial centre
Tower 3, Level 45
Singapore 018982
 
Chairman, DBS Group Holdings Ltd
 
Singapore Citizen
                 
Chew Choon Seng
 
c/o 168 Robinson Road
#37-01 Capital Tower Singapore 068912
 
Former Chairman, Singapore Exchange Ltd
 
Singapore Citizen
   
           
Ang Kong Hua
 
30 Hill Street #05-04
Singapore 179360
 
Chairman, Sembcorp Industries Ltd
 
Singapore Citizen
   
           
Hsieh Fu Hua
 
80 Raffles Place
#06-00 UOB Plaza 1
Singapore 048624
 
Chairman, UOB Group
 
Singapore Citizen
   
           
Loh Boon Chye
 
2 Shenton Way
#02-02 SGX Centre 1
Singapore 068804
 
Chief Executive Officer, Singapore Exchange Ltd
 
Singapore Citizen
   
           
Gautam Banerjee
 
Marina Bay Financial Centre Tower 2
Suite 13-01/02, Marina Boulevard
Singapore 018983
 
Chairman, Blackstone Singapore
 
Singapore Citizen
   
           
S. Dhanabalan
 
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
 
Member, Council of Presidential Advisers
 
Singapore Citizen
   
           
Koh Boon Hwee
 
c/o 03-13 Orchard Parade Hotel
1 Tanglin Road
Singapore 247905
 
Chairman, Credence Partners Pte Ltd
 
Singapore Citizen
   
           
Lim Chow Kiat
 
168 Robinson Road #37-01 Capital Tower Singapore 068912
 
Chief Executive Officer, GIC
 
Singapore Citizen
   
           
Dr Jeffrey Jaensubhakij
 
168 Robinson Road #37-01 Capital Tower Singapore 068912
 
Group Chief Investment Officer, GIC
 
Singapore Citizen
   

 

 
 
SCHEDULE 13D
 
 
 
 
 
 
Page 6 of 9 Pages
 
(d) Each 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) Each 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.

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:

GIC is a fund manager and manages the reserves of the Government of Singapore (“GoS”).  As part of GIC’s public portfolio investments, a total of R$ 8,395,447.43 was paid to acquire a total of 175,890 Shares, as identified in Exhibit I to this Amendment No. 7.
 
Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The response to Item 3 is incorporated by reference 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 each Reporting Person as of November 22, 2017 is set forth below:

 
Reporting Person
Number of Shares
Beneficially Owned1
Percentage of
Outstanding Shares
Number of
Outstanding Shares2
GIC
45,158,725
5.57%
811,139,545
Fireflies
19,971,869
2.46%
811,139,545

 

 
SCHEDULE 13D
 
 
 
 
 
 
Page 7 of 9 Pages
 
 
1.     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 securities managed on behalf of GoS.  As such, GIC has the sole power to vote and power to dispose of the 18,332,078 Shares (including in the form of ADS) beneficially owned by it.  GIC shares the power to vote and dispose of    6,854,778 Shares (including in the form of ADS) beneficially owned by it with the Monetary Authority of Singapore (“MAS”).  GIC and Fireflies share the power to vote and dispose of 19,971,869 Shares directly owned by Fireflies.  GIC, GoS, MAS and Fireflies disclaim membership in a group.

2.     The percentages used herein are calculated based upon 811,139,545 Shares outstanding (excluding 1,333,701 treasury shares) as of September 30, 2017, based on information disclosed by the Issuer in its Form 6-K filed on SEC on November 13, 2017.

(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 any other transactions in the Shares or ADS by the Reporting Persons in the past sixty days is set forth in Exhibit I.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:
 
Exhibit I:  Schedule of Transactions, in response to Item 5(c)
 


 
SCHEDULE 13D
 
 
 
 
 
 
Page 8 of 9 Pages
 
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.

  GIC PRIVATE LIMITED  
       
 
By:
/s/ Celine Loh  
   Name: Celine Loh  
   Title:  Senior Vice President  
       

 
By:
/s/ Jimmy Teo Poh Leong  
  Name: Jimmy Teo Poh Leong  
  Title: Senior Vice President  
       
 
 
  FIREFLIES LLC  
       
 
By:
/s/   R. Eric Wilmes  
  Name: R. Eric Wilmes  
  Title: Manager  
       

 
 

November 27, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
 
 
 

 
 
SCHEDULE 13D
 
 
 
 
 
 
Page 9 of 9 Pages
 
EXHIBIT I
 
SCHEDULE OF TRANSACTIONS
The following transactions were effected by GIC in the open market through a broker.
Trade Date
ADR or Shares
Buy / Sell
Quantity
Price per Share
(in USD)
13/10/17
BRF SA-ADR
SELL
          (37,063)
$ 14.773808
16/10/17
BRF SA-ADR
SELL
          (53,248)
$ 14.338695
17/10/17
BRF SA-ADR
SELL
          (39,974)
$ 13.946753
18/10/17
BRF SA-ADR
SELL
          (17,351)
$ 14.19927
14/11/17
BRF SA-ADR
SELL
             (3,101)
$ 12.85801
16/11/17
BRF SA-ADR
SELL
          (47,691)
$ 12.844625
16/11/17
BRF SA-ADR
SELL
        (221,905)
$ 12.845694
16/11/17
BRF SA-ADR
SELL
          (57,331)
$ 12.845694
17/11/17
BRF SA-ADR
SELL
        (177,233)
$ 12.959862
21/11/17
BRF SA-ADR
SELL
          (18,880)
$ 13.077227
21/11/17
BRF SA-ADR
SELL
             (7,468)
$ 13.077227
21/11/17
BRF SA-ADR
SELL
        (191,804)
$ 13.07284194
21/11/17
BRF SA-ADR
SELL
          (74,796)
$ 13.07284194
22/11/17
BRF SA-ADR
SELL
        (229,071)
$ 12.740053
22/11/17
BRF SA-ADR
SELL
          (89,329)
$ 12.740053

Trade Date
ADR or Shares
Buy / Sell
Quantity
Price per Share
(in BRL)
29/09/17
BRF SA
BUY
                5,704
R$ 45.719292
04/10/17
BRF SA
BUY
           165,000
R$ 47.8523
18/10/17
BRF SA
SELL
           (24,792)
R$ 45.165278
31/10/17
BRF SA
BUY
                5,186
R$ 43.987917
14/11/17
BRF SA
SELL
                 (821)
R$ 42.550548
16/11/17
BRF SA
SELL
         (126,182)
R$ 42.12279697
16/11/17
BRF SA
SELL
           (22,951)
R$ 42.12279697
17/11/17
BRF SA
SELL
           (60,581)
R$ 42.19581
17/11/17
BRF SA
SELL
           (11,019)
R$ 42.19581
21/11/17
BRF SA
SELL
         (154,548)
R$ 42.614305
21/11/17
BRF SA
SELL
           (50,416)
R$ 42.614305