UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
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)
 
Celine Loh
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)

April 10, 2017
(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
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
GIC PRIVATE LIMITED
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
24,381,115
 
 
 
 
8
SHARED VOTING POWER
 
 
8,714,939
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
24,381,115
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,714,939
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
33,096,054
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.14% 1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


1
The percentages used herein are calculated based upon 799,005,245 Shares outstanding based on information disclosed by the Issuer.

 
SCHEDULE 13D
 
 
 
 
 
 
Page 3 of 7 Pages
 
Item 1.
Security and Issuer

This Amendment No. 5 to Schedule 13D (“ Amendment No. 5 ”) 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, and Amendment No. 4 filed on July 15, 2016 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, 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. 5 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
 
 

 
SCHEDULE 13D
 
 
 
 
 
 
Page 4 of 7 Pages
 
Heng Swee Keat
  
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
 
  
Minister for Finance
  
Singapore Citizen
Raymond Lim Siang Keat
  
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
 
  
Former Chairman, Singapore Exchange Ltd
  
Singapore Citizen
Hsieh Fu Hua
  
80 Raffles Place
#06-00 UOB Plaza 1
Singapore 048624
  
Chairman, UOB Group
  
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 Chow Kiat
  
168 Robinson Road #37-01 Capital Tower Singapore 068912
 
  
Chief Executive Office, GIC
  
Singapore Citizen
Dr Jeffrey Jaensubhakij
  
168 Robinson Road #37-01 Capital Tower Singapore 068912
  
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 $ 617,677.84 was paid to acquire the Shares held in the form of ADS, and a total of R$ 11,467,402.26 was paid to acquire the Shares, as reported in Exhibit F.
 
Item 4.
Purpose of Transaction

Item 4 of the 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 12.01% 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 Schedule 13D is 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 April 11, 2017 is set forth below:

Reporting Person
Number of Shares Beneficially Owned 1
Percentage of Outstanding Shares
Number of Outstanding Shares 2
GIC
33,096,054
4.14%
799,005,245

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 24,381,115 securities beneficially owned by it.   GIC shares power to vote and dispose of  8,714,939 securities beneficially owned by it with MAS.  GIC, GoS and MAS disclaim membership in a group.

 
SCHEDULE 13D
 
 
 
 
 
 
Page 6 of 7 Pages
 

 
2.              The percentages used herein are calculated based upon 799,005,245 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 F .
 
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 F:                            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/ Celine Loh  
    Name: Celine Loh  
    Title:   Senior Vice President  
       

 
By:
/s/ Jimmy Teo Poh Leong  
    Name: Jimmy Teo Poh Leong  
    Title:   Senior Vice President  
       




April 12, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

EXHIBIT F
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)
14 Feb 17
BRF SA-ADR
SELL
(6,231)
$ 13.987991
22 Feb 17
BRF SA-ADR
BUY
38,706
$ 13.25454
28 Feb 17
BRF SA-ADR
BUY
7,981
$ 13.009096
01 Mar 17
BRF SA-ADR
SELL
(188,960)
$ 12.997598
01 Mar 17
BRF SA-ADR
SELL
(128,188)
$ 12.997598
07 Mar 17
BRF SA-ADR
SELL
(189,680)
$ 12.863355
07 Mar 17
BRF SA-ADR
SELL
(58,009)
$ 12.863355
08 Mar 17
BRF SA-ADR
SELL
(406,028)
$ 12.65396
08 Mar 17
BRF SA-ADR
SELL
(124,172)
$ 12.65396
20 Mar 17
BRF SA-ADR
SELL
(222,788)
$ 11.668585
20 Mar 17
BRF SA-ADR
SELL
(11,233)
$ 11.668585
22 Mar 17
BRF SA-ADR
SELL
(150,745)
$ 11.335301
23 Mar 17
BRF SA-ADR
SELL
(6,113)
$ 11.386074
28 Mar 17
BRF SA-ADR
SELL
(58,822)
$ 12.036472
29 Mar 17
BRF SA-ADR
SELL
(16,533)
$ 12.251145
29 Mar 17
BRF SA-ADR
SELL
(129,194)
$ 12.331981
29 Mar 17
BRF SA-ADR
SELL
(42,625)
$ 12.331981
29 Mar 17
BRF SA-ADR
SELL
(11,840)
$ 12.251145
30 Mar 17
BRF SA-ADR
SELL
(115,995)
$ 12.189254
30 Mar 17
BRF SA-ADR
SELL
(39,288)
$ 12.189254
31 Mar 17
BRF SA-ADR
SELL
(80,666)
$ 12.222089
31 Mar 17
BRF SA-ADR
SELL
(50,808)
$ 12.222089
05 Apr  17
BRF SA-ADR
SELL
(47,749)
$ 12.446262
05 Apr  17
BRF SA-ADR
SELL
(2,106)
$ 12.446262
06 Apr  17
BRF SA-ADR
SELL
(209,306)
$ 12.084964
06 Apr  17
BRF SA-ADR
SELL
(65,694)
$ 12.084964
06 Apr  17
BRF SA-ADR
SELL
(7,589)
$ 12.138025
07 Apr  17
BRF SA-ADR
SELL
(228,333)
$ 11.998587
07 Apr  17
BRF SA-ADR
SELL
(71,667)
$ 11.998587
10 Apr  17
BRF SA-ADR
SELL
(235,944)
$ 11.925173
10 Apr  17
BRF SA-ADR
SELL
(74,056)
$ 11.925173
11 Apr 17
BRF SA-ADR
SELL
(202,023)
$ 12.092158
11 Apr 17
BRF SA-ADR
SELL
(5,511)
$ 12.099775
11 Apr 17
BRF SA-ADR
SELL
(63,408)
$ 12.092158
11 Apr 17
BRF SA-ADR
SELL
(6,507)
$ 12.099775

 

 


 
Trade Date
ADR or Shares
Buy / Sell
Quantity
Price per Share
(in BRL)
13 Feb 17
BRF SA
BUY
123,925
R$ 43.023302
16 Feb 17
BRF SA
BUY
30,881
R$ 44.022453
16 Feb 17
BRF SA
BUY
8,956
R$ 44.022453
17 Feb 17
BRF SA
BUY
23,049
R$ 43.51982
17 Feb 17
BRF SA
BUY
6,685
R$ 43.51982
01 Mar 17
BRF SA
SELL
(176,234)
R$ 40.431516
01 Mar 17
BRF SA
SELL
(12,772)
R$ 40.431516
02 Mar 17
BRF SA
SELL
(354,463)
R$ 39.434967
02 Mar 17
BRF SA
SELL
(108,904)
R$ 39.434967
03 Mar 17
BRF SA
BUY
19,609
R$ 39.724415
03 Mar 17
BRF SA
BUY
6,383
R$ 39.724415
20 Mar 17
BRF SA
SELL
(1,305,752)
R$ 35.991833
20 Mar 17
BRF SA
SELL
(382,389)
R$ 35.991833
21 Mar 17
BRF SA
SELL
(369,122)
R$ 35.872262
21 Mar 17
BRF SA
SELL
(312,596)
R$ 35.872262
22 Mar 17
BRF SA
SELL
(232,328)
R$ 35.184319
22 Mar 17
BRF SA
SELL
(341,893)
R$ 35.184319
23 Mar 17
BRF SA
BUY
49,195
R$ 35.747831
29 Mar 17
BRF SA
SELL
(13,883)
R$ 38.593252
30 Mar 17
BRF SA
SELL
(12,465)
R$ 38.300052
31 Mar 17
BRF SA
SELL
(8,668)
R$ 38.542559
31 Mar 17
BRF SA
BUY
7,112
R$ 38.545034
06 Apr  17
BRF SA
SELL
(271,417)
R$ 37.946796
06 Apr  17
BRF SA
SELL
(84,261)
R$ 37.946796
07 Apr  17
BRF SA
SELL
(116,372)
R$ 37.74177
07 Apr  17
BRF SA
SELL
(36,128)
R$ 37.74177
11 Apr 17
BRF SA
SELL
(929)
R$ 38.208517
11 Apr 17
BRF SA
SELL
(116)
R$ 38.208517
 
 
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