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 December 3, 2015

Commission File Number 1-15148

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

N/A
(Translation of Registrant’s Name)

1400 R. Hungria, 5th Floor
Jd América-01455000-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: December 3, 2015

 

 

 

 

BRF S.A.

 

 

 

 

 

By:

/s/ Augusto Ribeiro Junior

 

 

Name:

Augusto Ribeiro Junior

 

 

Title:

CFO AND IRO

 

 

 

 

 


 
 

 

EXHIBIT INDEX

Exhibit

Description of Exhibit

 

1

Ref: OFFICIAL NOTICE 3598/2015-GAE 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

São Paulo, December 3, 2015.

 

To

BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

São Paulo – SP 

 

At.: Manager of the Companies Accompaniment Department (“Gerência de Acompanhamento de Empresas”)

Dr. Ana Lúcia Costa Pereira

CVM – Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission)

 

At.: Mr. Fernando Soares Vieira – Superintendent of Company Relations

Mr. Waldir de Jesus Nobre –– Superintendent of Relations with the Market and Intermediaries

 

 

Ref: OFFICIAL NOTICE 3598/2015-GAE 1

 

Dear Sirs,

 

BRF S.A. (“BRF” or the “Company”) presents its reply in this document to your communication, Official Notice 3598/2015 GAE 1, transcribed below:

 

“Dear Sirs,

Based on the market notices of 01/12/2015, we wish you to inform us by 09:00 hours on 03/12/2015, whether the agreements, subject to the compliance with the precedent conditions, for the acquisition of the entire capital stock of Eclipse Holding Cooperatief UA and Universal Meats (UK) Ltd. and all the common shares issued by Golden Foods Siam, will give the shareholders of this company the right to withdraw, as laid down in article 256 of Law 6.404/76, amended by Law Nº 10.303/01.

If this is the case, to inform us of:

  • The shareholders registered on that date in the Company records which will have the right to dissent;
  • The amount of the reimbursement, in R$ share;
  • The deadline and procedures the dissident shareholders must follow to make their positions known.

We also wish you to inform us of the effects of these transactions on this company´s business, as well as provide other data considered important.”

 

The Company points out that the above-mentioned transactions will not give the right of withdrawal, as the Company´s shares are liquid and dispersed, under the terms of article 256, §2º and article 137, II, of Law Nº 6.404/76, and the applicable regulatory norms.

 

 


 

 

The above-mentioned transactions, as the Company already informed the market in its notices published on 01/12/2015, are in line with BRF´s strategic plan to globalize the Company´s operations, directly or indirectly, through its subsidiaries. The deals with Golden Foods Siam (GFS), in Thailand, Eclipse Holding Cooperatief UA, a Dutch company that controls Campo Austral, in Argentina, and Universal Meats, a distributor in the United Kingdom, allow BRF to access local markets, strengthen its brands, its distribution business and expand its portfolio around the globe, as well as generate synergies in different markets, including Europe, Asia and South America.

 

 

The Company remains available for any questions and/or additional explanations regarded as appropriate. 

 

 

Cordially,

 

Augusto Ribeiro Júnior

Chief Financial and Investor Relations Officer

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