Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) 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”)
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. 1 shall have the meaning ascribed to them in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
GIC is a fund manager and manages the reserves of the Government of Singapore. As part of our portfolio investments, a total of $36,857,534.93 was paid to acquire the Shares held in the form of ADS, and a total of R$132,171,476.53 was paid to acquire the Shares, reported in Exhibit B.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The Tarpon Filers have advised the Reporting Person that they intend to file an amendment to Schedule 13D
to report beneficial ownership of
9.48% of the
outstanding
Shares
.
As set forth in the Original Schedule 13D, the Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any Shares beneficially owned by the Tarpon Filers or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13d-5 under the Exchange Act) with the Tarpon Filers or any other person. The Reporting Person is responsible for the completeness and accuracy of the information concerning the Reporting Person contained herein, but is not responsible for the completeness and accuracy of the information concerning the Tarpon Filers or any other person contained herein.
Item 5. Interest in Securities of the Issuer
Items 5 (a), (b) and (c) of the Original 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 the date hereof is set forth below:
|
Reporting Person
|
Number of Shares
Beneficially Owned
1
|
Percentage of
Outstanding Shares
|
Number of
Outstanding Shares
2
|
|
GIC
|
38,691,634
|
4.43%
|
872,473,246
|
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 32,069,255 securities beneficially owned by it. GIC shares power to vote and dispose of 6,622,379 securities beneficially owned by it with MAS. GIC, GoS and MAS disclaim membership in a group.
2. This figure reflects the number of Shares reported as outstanding as of December 31, 2013, in the Issuer's Report on Form 6-K, filed on February 28, 2014.
(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 since the most recent filing of Schedule 13D is set forth in Exhibit B
.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
Exhibit B: Schedule of Transactions, in response to Item 5(c)