BRF S.A.
PUBLICLY-HELD COMPANY
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2
Announcement to the Market
BRF S.A. (“BRF” or “Company”) (B3: BRFS3; NYSE: BRFS) communicates to its shareholders and to the market in general that it announced: (i) on September 19, 2019, the expiration and final results of its offers to purchase any and all of its (a) 5.875% Senior Notes due 2022 (“2022 Notes”) issued by BRF (“2022 Notes Offer”), (b) 2.750% Senior Notes due 2022 (“Euro Notes”) issued by BRF (“Euro Notes Offer”), (c) 3.95% Senior Notes due 2023 (“2023 Notes”) issued by BRF (“2023 Notes Offer” and, together with the 2022 Notes Offer and the Euro Notes Offer, the “Any and All Offers”); (ii) on September 24, 2019, the expiration and results of the early tender of its offer to purchase up to the amount of U.S.$281,414,735 that BRF will pay (the “Maximum Amount”) for its 4.75% Senior Notes due 2024 (“2024 Notes” and, together with the 2022 Notes, the Euro Notes and the 2023 notes, the “Notes”) issued by BRF (“2024 Notes Offer” and, together with the Any and All Offers, the “Tender Offers”); and (iii) on October 8, 2019, the expiration and final results of its 2024 Notes Offer.
The Any and All Offers expired at 8:30 a.m. (New York City time) on September 18, 2019. The early tender period for the 2024 Notes Offer expired at 5:00 p.m. (New York City time) on September 24, 2019 and the 2024 Notes Offer expired at 11:59 p.m. (New York City time) on October 8, 2019.
The Tender Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated September 11, 2019 (the “Offer to Purchase”), as amended by the press release dated September 19, 2019, relating to the Maximum Amount (together with the Offer to Purchase, the “Offer Documents”).
This announcement does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in
connection with, any contract therefor. The
Tender Offers were made only by and pursuant to the terms of the Offer
Documents, and the information in this announcement is qualified by reference
to the Offer Documents. None of BRF, the dealer managers or the information and
tender agent made any recommendation as to whether holders of Notes should have
tendered their Notes pursuant to the Tender Offers.
TEXT - 51057950v8 1909.1215
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The
Tender Offers were not, and will not be, subject to registration with the
Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários).
The Tender Offers were not, and may not be, executed in Brazil, except in
circumstances that do not constitute an unauthorized public offering according
to Brazilian laws and regulations.
São
Paulo, October 9, 2019.
Carlos Alberto
Bezerra de Moura
Chief
Financial and Investor Relations Officer
BRF S.A.
TEXT -
51057950v8 1909.1215
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