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Filing Details

Accession Number:
0000905148-17-000931
Form Type:
13D Filing
Publication Date:
2017-12-07 16:14:40
Filed By:
Gic Private Ltd
Company:
B R F Brasil Foods S A (NYSE:BRFS)
Filing Date:
2017-12-07
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 15,498,898 24,884,457 15,498,898 24,884,457 40,383,355 4.98%
FIREFLIES 0 19,971,869 0 19,971,869 19,971,869 2.46%
Filing

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

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
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
Celina Chua
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)

December 5, 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 8 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
 
 
15,498,898
 
 
 
 
8
SHARED VOTING POWER
 
 
24,884,457
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
15,498,898
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
24,884,457
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
40,383,355
 
 
 
 
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)
 
 
4.98% 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 8 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 8 Pages
 
Item 1.
Security and Issuer

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) 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, Amendment No. 6 filed on May 4, 2017,  Amendment No. 7 filed on November 27, 2017 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7 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. 8 shall have the meaning ascribed to them in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.
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$ 591,617.92 was paid to acquire a total of 15,360 Shares, as identified in Exhibit J to this Amendment No. 8.
 
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)-(c), and (e) 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 December 5, 2017 is set forth below:

 
Reporting Person
Number of Shares
Beneficially Owned1
Percentage of
Outstanding Shares
Number of
Outstanding Shares2
GIC
40,383,355
4.98%
811,139,545
Fireflies
19,971,869
2.46%
811,139,545

 
 
SCHEDULE 13D
 
 
 
 
 
 
Page 5 of 8 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 15,498,898 Shares (including in the form of ADS) beneficially owned by it.  GIC shares the power to vote and dispose of     4,912,588 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 since November 22, 2017 is set forth in Exhibit J.
 
(e)     As of December 5, 2017, the Reporting Persons ceased to be the beneficial owner of more than five percent of Shares.
 
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 6 of 8 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/ Celina Chua  
  Name: Celina Chua  
  Title: Senior Vice President  
       
 
 
  FIREFLIES LLC   
       
 
By:
/s/ R. Eric Wilmes  
  Name: R. Eric Wilmes  
  Title: Manager  
       
 

December 7, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
 
 
 
 
 
SCHEDULE 13D
 
 
 
 
 
 
Page 7 of 8 Pages
 
EXHIBIT J
 
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)
24/11/2017
BRF SA-ADR
SELL
-49,659
12.646896
24/11/2017
BRF SA-ADR
SELL
-122,594
12.645834
24/11/2017
BRF SA-ADR
SELL
-47,806
12.645834
27/11/2017
BRF SA-ADR
SELL
-374,111
12.300962
27/11/2017
BRF SA-ADR
SELL
-48,983
12.298848
27/11/2017
BRF SA-ADR
SELL
-145,889
12.300962
28/11/2017
BRF SA-ADR
SELL
-1,962
12.431791
28/11/2017
BRF SA-ADR
SELL
-48,553
12.431791
28/11/2017
BRF SA-ADR
SELL
-287,778
12.409437
28/11/2017
BRF SA-ADR
SELL
-112,222
12.409437
29/11/2017
BRF SA-ADR
SELL
-36,954
12.245742
29/11/2017
BRF SA-ADR
SELL
-197,777
12.254117
29/11/2017
BRF SA-ADR
SELL
-77,126
12.254117
30/11/2017
BRF SA-ADR
SELL
-1,387
11.790000
30/11/2017
BRF SA-ADR
SELL
-364,019
11.798770
30/11/2017
BRF SA-ADR
SELL
-137,729
11.831279
30/11/2017
BRF SA-ADR
SELL
-135,981
11.798770
01/12/2017
BRF SA-ADR
SELL
-291,216
11.856237
01/12/2017
BRF SA-ADR
SELL
-51,914
11.867130
01/12/2017
BRF SA-ADR
SELL
-108,784
11.856237
04/12/2017
BRF SA-ADR
SELL
-583,742
11.814975
04/12/2017
BRF SA-ADR
SELL
-218,058
11.814975
05/12/2017
BRF SA-ADR
SELL
-4,125
11.740573
05/12/2017
BRF SA-ADR
SELL
-81,426
11.627148
05/12/2017
BRF SA-ADR
SELL
-84,740
11.890026
05/12/2017
BRF SA-ADR
SELL
-30,742
11.627148
05/12/2017
BRF SA-ADR
SELL
-31,654
11.890026


 
 
SCHEDULE 13D
 
 
 
 
 
 
Page 8 of 8 Pages
 
Trade Date
ADR or Shares
Buy / Sell
Quantity
Price per Share
(in BRL)
24/11/2017
BRF SA
SELL
-127,337
40.567393
27/11/2017
BRF SA
SELL
-518
39.556911
27/11/2017
BRF SA
SELL
-78,834
39.594300
27/11/2017
BRF SA
SELL
-34,279
39.594300
27/11/2017
BRF SA
SELL
-453,600
39.594300
28/11/2017
BRF SA
SELL
-519
39.978805
28/11/2017
BRF SA
SELL
-400,000
39.854373
30/11/2017
BRF SA
BUY
15,360
38.481211
30/11/2017
BRF SA
SELL
-4,421
38.897914
04/12/2017
BRF SA
SELL
-12,288
38.446683
05/12/2017
BRF SA
SELL
-2,003
38.188452