FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of November, 2007
Commission
File Number: 1-33659
COSAN
LIMITED
(Translation
of registrant’s name into English)
Av.
Juscelino Kubitschek, 1726 – 6th
floor
São
Paulo, SP 04543-000 Brazil
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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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):
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Yes
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No
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X
|
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):
|
Yes
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No
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X
|
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:
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Yes
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No
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X
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If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
COSAN
LIMITED
TABLE
OF
CONTENTS
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Item
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1.
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Press
Release dated November 23, 2007.
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Item
1
November
23rd,
2007
Cosan
Limited
Announces
Exchange
Ratio of Exchange
Offer
São
Paulo, Brazil, November
23rd,
2007 —
Cosan Limited and its subsidiary Cosan
S.A. Indústria e
Comércio today announced
the exchange ratio for the offer to exchange shares of Cosan Limited for
all of
the common shares of Cosan S.A. not currently owned by Cosan Limited. Cosan
Limited will offer
to exchange its Class A common shares,
its Brazilian Depositary Receipts representing Class A common shares
(“BDRs”)
or its Class B Series 2 common shares,
as applicable, subject to the rules of the Brazilian Securities Commission
(CVM)
and the U.S. Securities
and Exchange Commission
(SEC).
Cosan
Limited is announcing the exchange
ratio today in accordance with the previous announcements made by Cosan S.A.
on
June 25, 2007 and July 6 and 27, 2007 with respect to the proposed corporate
reorganization of the Cosan
Group.
Cosan
S.A.’s
minority shareholders may voluntarily
migrate to Cosan Limited by exchanging their Cosan S.A. common shares for
either
Cosan Limited Class A common shares, BDRs or Class B Series 2 common shares,
subject to the terms and conditions set forth in the
offer
documentation and regulatory approvals.
Cosan
Limited proposes an exchange ratio
of 1 (one) Class A common share, BDR or Class B Series 2 common share, as
applicable, of Cosan Limited for each 1 (one) common share of Cosan
S.A.
The
offer documentation that has been
filed with the CVM and the SEC has not yet become effective. This release
shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall
there be any sale of these securities in any state or jurisdiction in which
such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About
Cosan
Ltd.
Cosan
Limited is a leading global ethanol and sugar
company with
low-cost, large-scale and integrated operations in Brazil with production
based
on sugarcane. Cosan is the largest grower and processor of sugarcane in the
world; the largest ethanol producer in Brazil and the second largest
in the world; and the largest
sugar producer in Brazil and one of the three largest sugar producers in
the
world. The company operates 17 mills, two refineries, two port facilities
and
numerous warehouses. Cosan Limited is also engaged in energy cogeneration
using sugarcane bagasse as
fuel.
CONTACT:
Cosan Ltd.
Paulo
Sérgio de Oliveira
Diniz
Financial
Vice President and Investor
Relations Officer
Guilherme
Prado
Investor
Relation
Manager
Tel:
+55-11-3897-9797
email:
ri@cosan.com.br
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.
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COSAN
LIMITED
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Date:
November
28, 2007
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By:
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/S/
Paulo Sérgio de Oliveira Diniz
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Name:
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Paulo
Sérgio de Oliveira Diniz
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Title:
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Chief
Financial Officer and Investors Relations Officer
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