Filing Details
- Accession Number:
- 0000905148-16-001753
- Form Type:
- 13D Filing
- Publication Date:
- 2016-07-15 15:59:12
- Filed By:
- Gic Private Ltd
- Company:
- Brf Sa (NYSE:BRFS)
- Filing Date:
- 2016-07-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
GIC PRIVATE LIMITED | 31,035,253 | 9,411,742 | 31,035,253 | 9,411,742 | 40,446,995 | 5.06% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
Lim Eng Kok | 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)
July 13, 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. |
SCHEDULE 13D
CUSIP No.: 10552T107 | Page 2 of 7 Pages |
1. | Names of Reporting Persons. GIC PRIVATE LIMITED | |||
2. | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] | |||
3. | SEC Use Only | |||
4. | Source of Funds (See Instructions) OO | |||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | 31,035,253 | |
8. | Shared Voting Power | 9,411,742 | ||
9. | Sole Dispositive Power | 31,035,253 | ||
10. | Shared Dispositive Power | 9,411,742 | ||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 40,446,995 | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |||
13. | Percent of Class Represented by Amount in Row (11) 5.06%1 | |||
14. | Type of Reporting Person: CO |
1 | The percentages used herein are calculated based upon 798,967,929 Shares outstanding based on information disclosed by the Issuer. |
SCHEDULE 13D
Page 3 of 7 Pages |
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) 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, and Amendment No. 3 filed on March 3, 2016 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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. 4 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:
Name | | Address | | Principal Occupation | | Citizenship |
Lee Hsien Loong | | Prime Minister’s Office Istana Annexe Singapore 238823 | | Prime Minister | | 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 |
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 |
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 4 of 7 Pages |
Raymond Lim | | 3 Anson Road #23-01 Springleaf Tower | | Chairman, APS Asset Management | | 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 |
Ang Kong Hua | | 30 Hill Street #05-04 Singapore 179360 | | Chairman, Sembcorp Industries Ltd | | Singapore Citizen |
Chew Choon Seng | | 2 Shenton Way #29-00 SGX Centre 1 Singapore 068804 | | Chairman, Singapore Exchange Ltd & Singapore Tourism Board | | Singapore Citizen |
Hsieh Fu Hua | | 80 Raffles Place #06-00 UOB Plaza 1 Singapore 048624 | | Chairman, UOB Ltd | | 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 | |||
Lim Siong Guan | | 168 Robinson Road #37-01 Capital Tower Singapore 068912 | | Group President, GIC | | Singapore Citizen |
Lim Chow Kiat | | 168 Robinson Road #37-01 Capital Tower Singapore 068912 | | Deputy Group President & Group Chief Investment Officer, GIC | | Singapore Citizen |
(d) The Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Personhas not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
SCHEDULE 13D
Page 5 of 7 Pages |
(e) The Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Personhas 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. As part of our portfolio investments, a total of $ 8,224,302.89 was paid to acquire the Shares held in the form of ADS, and a total of R$ 233,600,251.75 was paid to acquire the Shares, as reported in Exhibit E.
Item 5. Interest in Securities of the Issuer
Items 5 (a), (b) and (c) of the Schedule 13D are 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 July 13, 2016 is set forth below:
Reporting Person | Number of Shares Beneficially Owned1 | Percentage of Outstanding Shares | Number of Outstanding Shares2 |
GIC | 40,446,995 | 5.06% | 798,967,929 |
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
SCHEDULE 13D
Page 6 of 7 Pages |
power to dispose of the 31,035,253 securities beneficially owned by it. GIC shares power to vote and dispose of 9,411,742 securities beneficially owned by it with MAS. GIC, GoS and MAS disclaim membership in a group.
2. The percentages used herein are calculated based upon 798,967,929 Shares outstanding based on information disclosed by the Issuer.
(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 E.
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 E: Schedule of Transactions, in response to Item 5(c)
SCHEDULE 13D
Page 7 of 7 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/ Lim Eng Kok | |
Name: | Lim Eng Kok | ||
Title: | Senior Vice President | ||
By: | /s/ Jimmy Teo Poh Leong | ||
Name: | Jimmy Teo Poh Leong | ||
Title: | Senior Vice President |
July 15, 2016
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
EXHIBIT E
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) |
25 May 2016 | BRF SA-ADR | BUY | 163,699 | $ 12.836214
|
25 May 2016 | BRF SA-ADR | BUY |
47,722 | $ 12.836214
|
07 Jun 2016 | BRF SA-ADR | SELL |
(3,816) | $ 13.732271
|
09 Jun 2016 | BRF SA-ADR | BUY |
248,200 | $ 14.218394
|
29 Jun 2016 | BRF SA-ADR | BUY |
15,146 | $ 13.669278
|
30 Jun 2016 | BRF SA-ADR | SELL |
(20,625) | $ 13.849461
|
06 Jul 2016 | BRF SA-ADR | SELL |
(124,381) | $ 14.387608
|
07 Jul 2016 | BRF SA-ADR | BUY |
120,871 | $ 14.581712
|
Trade Date | ADR or Shares | Buy / Sell | Quantity | Price per Share (in BRL) |
25 May 16 | BRF SA | BUY | 173,109 | R$ 46.322435 |
03 Jun 16 | BRF SA | BUY | 125,100 | R$ 48.358897 |
08 Jun 16 | BRF SA | BUY | 86,885 | R$ 48.392029 |
09 Jun 16 | BRF SA | BUY | 93,083 | R$ 48.359184 |
30 Jun 16 | BRF SA | BUY | 706,100 | R$ 44.68364 |
01 Jul 16 | BRF SA | BUY | 286,360 | R$ 46.751711 |
01 Jul 16 | BRF SA | BUY | 588,640 | R$ 46.751711 |
04 Jul 16 | BRF SA | BUY | 196,361 | R$ 48.634988 |
04 Jul 16 | BRF SA | BUY | 403,639 | R$ 48.634988 |
05 Jul 16 | BRF SA | BUY | 148,371 | R$ 48.007326 |
05 Jul 16 | BRF SA | BUY | 326,629 | R$ 48.007326 |
06 Jul 16 | BRF SA | BUY | 78,090 | R$ 48.20686 |
06 Jul 16 | BRF SA | BUY | 171,910 | R$ 48.20686 |
07 Jul 16 | BRF SA | BUY | 85,899 | R$ 48.944331 |
07 Jul 16 | BRF SA | BUY | 189,101 | R$ 48.944331 |
08 Jul 16 | BRF SA | BUY | 70,278 | R$ 49.320244 |
08 Jul 16 | BRF SA | BUY | 154,722 | R$ 49.320244 |
11 Jul 16 | BRF SA | BUY | 96,827 | R$ 50.4368 |
11 Jul 16 | BRF SA | BUY | 213,173 | R$ 50.4368 |
12 Jul 16 | BRF SA | BUY | 134,308 | R$ 51.152365 |
12 Jul 16 | BRF SA | BUY | 295,692 | R$ 51.152365 |
13 Jul 16 | BRF SA | BUY | 73,444 | R$ 50.33163 |
13 Jul 16 | BRF SA | BUY | 161,693 | R$ 50.33163 |
2