6-K

 

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 April 25, 2016

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 FloorJd 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: April 25, 2016
	BRF S.A.
	By:	/s/ José Alexandre Carneiro Borges
		Name:	José Alexandre Carneiro Borges
		Title:	CFO AND IRO

 

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	Announcement to the Market

EX-1

BRF S.A.

A Public 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" - BM&FBovespa: BRFS3; NYSE: BRFS), pursuant to CVM Instruction 358 of January 3, 2002, informs its shareholders and the market that its controlled entity BRF GmbH has entered into a share purchase agreement with the shareholders of Al Khan Foodstuff LLC (“AKF”), a frozen food distributor in the Sultanate of Oman, in which BRF GmbH already holds 40% of the economic interest, as per the announcement to the market published by the Company on February 19, 2014 (“SPA” and “Transaction”). Upon the satisfaction of the conditions precedent and the consummation of the Transaction, BRF GmbH will hold the totality of AKF’s economic interest. The valuation of AFK within the context of the Transaction (enterprise value for 100% of AKF) is of USD 64.0 million.

The Transaction is in line with BRF’s strategic plan for globalizing the Company, accessing local markets, strengthening BRF’s brands, distribution and expansion of its product portfolio around the globe.

Finally, notwithstanding the fact that the Transaction was entered into by its controlled entity BRF GmbH, the Company states that the Transaction would not grant withdrawal rights to its shareholders since its shares have liquidity and are dispersed, in accordance with article 256, §2º, and article 137, II, of Brazilian Corporations Law.

São Paulo, April 25, 2016

José Alexandre Carneiro Borges

Chief Financial and Investor Relations Officer