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)
 
10552T107 1
 (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

 
 
 

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 Person has 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 Person has 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 Owned 1
Percentage of
Outstanding Shares
Number of
Outstanding Shares 2
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
 
 
 
 
1

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
 
 
 
 
 
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