BRFFF BRF SA (PK)

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated July 3, 2023

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
    (Translation of Registrant’s Name)

8501, Av. das Naçoes Unidas, 1st Floor
Pinheiros - 05425-070-São Paulo – SP, Brazil
    (Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):                   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):                   

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 3, 2023
	BRF S.A.
	By:	/s/ Fabio Luis Mendes Mariano
		Name:	Fabio Luis Mendes Mariano
		Title:	Chief Financial and Investor Relations Officer

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	NOTICE TO THE MARKET

 

BRF S.A.
Publicly-Held Company
CNPJ No. 01.838.723/0001-27
NIRE 42.300.034.240

 

NOTICE TO THE MARKET

News published in the newspaper “Valor Econômico”

BRF S.A. (“Company”) (B3: BRFS3; NYSE: BRFS), hereby presents clarifications requested by Official Letter No. 193/2023/CVM/SEP/GEA-2 issued by the Brazilian Securities and Exchange Commission (“CVM”) dated June 30, 2023, referring to the news published in the newspaper “Valor Econômico”, on the same date, regarding the potential public offering for the distribution of shares issued by the Company, attached to this notice.

As disclosed by the Company in a material fact dated May 31, 2023, the Company received investment commitments from Saudi Agricultural and Livestock Investment Company and Marfrig Global Foods S.A. totaling up to R$4.5 billion, to be carried out within the scope of an eventual and future primary public offering of shares issued by the Company, to be registered at the CVM, pursuant to CVM Resolution No. 160, of July 13, 2022, under the automatic registration rite ("Offering"), subject to compliance with certain conditions.

Among the conditions for such investment commitments, as also disclosed in the material fact dated of May 31, 2023, prior to the launch of the Offering, the Company's shareholders must have approved the exclusion of article 41 of the Company's Bylaws, which provides the obligation to make a public offering for the acquisition of shares as a result of the acquisition of a significant stake in the Company's shares. The Company's Extraordinary General Meeting ("EGM") that will deliberate about this matter was regularly called on June 1, 2023 and is scheduled to take place on July 3, 2023.

Thus, the Company clarifies that, on this date, there is no precise and concrete information regarding the timeline of the Offering, since the implementation of the Offering is conditional on corporate approvals that are not yet obtained, including the approval of the matters to be deliberated by the Company's shareholders at the EGM, i.e. the increase of the authorized capital limit, with the consequent amendment of the caput of article 7 of the Company's Bylaws and the exclusion of article 41 of the Bylaws, and the approval of the launch of the Offering by the Company's Board of Directors. Furthermore, the actual launch of the Offering depends on market conditions, which are beyond the Company's control.

The Company hereby reinforces its commitment to broad transparency and informs that it will keep its shareholders and the market informed of any relevant updates regarding this matter.

 

São Paulo, July 3, 2023.

Fabio Luis Mendes Mariano
Chief Financial and Investor Relations Officer

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