0001193125-20-038237.txt : 20200214 0001193125-20-038237.hdr.sgml : 20200214 20200214161338 ACCESSION NUMBER: 0001193125-20-038237 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81914 FILM NUMBER: 20619904 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: 8501 AV. DAS NACOES UNIDAS 1ST FLOOR STREET 2: PINHEIROS 05425 070 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 13G/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 13G/A 1 d835968dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

 

 

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)

10552T107

(CUSIP Number)

December 31, 2019

(Date of the Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed :

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 provision of the Act (however, see the Notes.)

 

 

 

 

CUSIP No. 10552T107

    SCHEDULE 13G   

 

Page 2 of 5 Pages

 

  1   

NAME OF REPORTING PERSONS

 

GIC Private Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

30,504,160

   6   

SHARED VOTING POWER

 

3,169,714

   7   

SOLE DISPOSITIVE POWER

 

30,504,160

   8   

SHARED DISPOSITIVE POWER

 

3,169,714

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

33,673,874

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.15% (1)

12   

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1) 

Based on 811,428,346 Common Shares outstanding as of April 17, 2019, according to the Report on Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 30, 2019.

 

CUSIP No. 10552T107

    SCHEDULE 13G   

 

Page 3 of 5 Pages

 

Item 1(a) Name of Issuer

BRF S.A.

Item 1(b) Address of Issuer’s Principal Executive Offices

8501, Av. Das Nações Unidas, 1st Floor

Pinheiros – 05425-070

São Paulo – SP, Brazil

Item 2(a) Name of Persons Filing

GIC Private Limited (“GIC”)

Item 2(b) Address of Principal Business Office or, if none, Residence

168 Robinson Road

#37-01 Capital Tower

Singapore 068912

Item 2(c) Citizenship

Singapore

Item 2(d) Title of Class of Securities

Common Shares, no par value per share, including in the form of American Depositary Shares

Item 2(e) CUSIP Number

10552T107

Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4 Ownership

(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:

 

Reporting Person

    No. of Securities
Beneficially Owned		      Percent of Class (3)      Voting Power      Dispositive Power  
                   Sole (1), (2)      Shared (1), (2)      Sole (1), (2)      Shared (1), (2)  

GIC Private Limited

      33,673,874        4.15        30,504,160        3,169,714        30,504,160        3,169,714  

 

CUSIP No. 10552T107

    SCHEDULE 13G   

 

Page 4 of 5 Pages

 

(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 30,504,160 securities beneficially owned by it. GIC shares power to vote and dispose of 3,169,714 securities beneficially owned by it with MAS.

(2)

GIC disclaims membership in a group.

(3)

Based on 811,428,346 Common Shares outstanding as of April 17, 2019, according to the Report on Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 30, 2019.

Item 5 Ownership of Five Percent or Less of a Class

4.15%

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8 Identification and Classification of Members of the Group

Not applicable.

Item 9 Notice of Dissolution of Group

Not applicable.

Item 10 Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

CUSIP No. 10552T107

    SCHEDULE 13G   

 

Page 5 of 5 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 as of February 14, 2020.

 

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

 

By:   /s/ Toh Tze Meng
  Name:   Toh Tze Meng
  Title:   Senior Vice President