Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    ) *

 

 

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)

April 30, 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 persons 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.)

 

 

 

		SCHEDULE 13G
CUSIP No. 10552T107				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   36,156,204
				6		SHARED VOTING POWER   5,038,936
				7		SOLE DISPOSITIVE POWER   36,156,204
				8		SHARED DISPOSITIVE POWER   5,038,936

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   41,195,140
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)   5.08%(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.

		SCHEDULE 13G
CUSIP No. 10552T107				Page 3 of 5 Pages

 

Item 1(a) Name of Issuer

BRF S.A.

Item 1(b) Address of Issuers Principal Executive Offices

Av. Das Nações Unidas, 8501 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

41,195,140

5.08

36,156,204

5,038,936

36,156,204

5,038,936

		SCHEDULE 13G
CUSIP No. 10552T107				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 36,156,204 securities beneficially owned by it. GIC shares power to vote and dispose of 5,038,936 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

Not applicable.

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.

		SCHEDULE 13G
CUSIP No. 10552T107				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 May 3, 2019.