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 September, 2008
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
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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)(7):
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Yes
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No
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X
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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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Notice
to Shareholders dated September 19, 2008 from the
registrant's subsidiary Cosan S.A. Indústria
e Comércio relating to
a capital increase pursuant to the resolutions taken at the
Board of Directors’ Meeting of September 19,
2008.
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2
Cosan
S.A. Indústria e Comércio
Publicly-Held
Company
CNPJ
50.746.577/0001-15
NIRE
35300177045
Notice
to the Shareholders
We
communicate to the shareholders that, in accordance with the resolutions taken
at the Board of Directors’ Meeting of Cosan S.A. Indústria e Comércio (the
“Company”),
which took place on September 19, 2008 (“Board of Directors’
Meeting”), the increase of the Company’s share capital by private
subscription, with the award of subscription warrants as an additional benefit
to subscribers of the shares object of the capital increase was approved, in
accordance with the terms described below:
1. Capital
Increase Value
1.1. The
capital increase was in the amount of R$ 880,000,000.00 (eight hundred and
eighty million reais), raising the share capital from R$ 2,935,267,721.62 (two
billion, nine hundred and thirty-five million, two hundred and sixty-seven
thousand, seven hundred and twenty-one reais and sixty-two cents) to
R$3,815,267,721.62 (three billion, eight hundred and fifteen million, two
hundred and sixty-seven thousand, seven hundred and twenty-one reais and
sixty-two cents).
2. Quantity
and Type of Issued Shares
2.1. 55,000,000
(fifty-five million) common, registered, book-entry and nonpar shares will be
issued, corresponding to an increase of 20.18% in the total number of shares
issued by the Company existing before the capital increase.
3. Preemptive
Right
3.1. Considering
that this is a capital increase by private subscription, the shareholders who
hold the Company’s common shares have the preemptive right of subscription of
the capital increase, in accordance with article 171 of Law No. 6,404 of
December 15, 1976, as amended (the “Brazilian Corporations
Act”), proportionally to the number of shares that they possess on
September 22, 2008, subject to the physical and financial settlement of the
transactions which take place on the trading session of BM&F BOVESPA S.A. –
Bolsa de Valores, Mercadorias e Futuros (“BOVESPA”) on such day
(i) at Companhia Brasileira de Liquidação e Custódia – CBLC; and (ii) Banco Itaú
S.A., the financial depositary institution of the Company’s shares (“Reference
Date”).
3.2. This
being the case, with the exception of those restricted by law, all of the
Company’s shareholders have the right to subscribe the new shares of the Company
, in compliance with legal provisions and the provisions of the Company’s
organizational documents, and in accordance with the resolution of the Board of
Directors’ Meeting, as from the publication of this Notice to the Shareholders,
the term for exercise of the preemptive right for acquisition of new shares by
the shareholders holding shares on September 22, 2008, Reference Date, is open
for a period of 30 days, as per the beginning and ending dates indicated
below.
3.3. The
Company’s shareholders shall have the right to subscribe 0.201799292 new common
share for each 1 (one) common share that they hold on the Reference
Date.
4. Ex-Subscription
Trades
4.1. Shares
acquired on or after September 23, 2008 shall not be entitled to the
subscription right.
5. Subscription
of Shares and Trading of Subscription Rights
5.1. The
owners of shares issued by the Company in Brazil may fill out the respective
subscription bulletin, which shall be requested at any branch office of Banco
Itaú, which is the financial depositary institution of the Company’s book-entry
shares, in the period between September 23 and October 22, 2008.
5.2. The
new shares and rights resulting from the capital increase shall not be
registered under the U.S. Securities Act of 1933, as altered, nor shall they be
registered in accordance with the regulations relating to the capital market of
any jurisdiction outside of Brazil. The subscription rights and shares may not
be offered or sold in the United States of America or to US Persons without the
appropriate registration or based on an applicable exemption. The subscription
rights and shares of the capital increase shall only be offered to US Persons
that declare themselves to be qualified institutional buyers in accordance with
Rule 144 of the Securities Act.
5.3. The
shareholders owning shares issued by the Company that desire to trade their
subscription rights may do so, and the shareholders whose shares are owned in
custody with Banco Itaú shall be required to request from such institution the
respective bulletin assignment of rights, which shall be issued by Banco Itaú,
or to give instructions to the securities firm of their choice in order to trade
directly on the Stock Exchange.
5.4. Once
a bulletin of assignment of rights has been issued, in accordance with what is
set forth in the previous item, and once its effective assignment has been
carried out, the corresponding statement on the reverse side of the bulletin of
assignment of rights shall be required, with the notarized signature of the
assignor.
5.5. The
shareholders shall declare their interest in the reserve of the unsubscribed
shares, on the subscription bulletin of the corresponding shares.
6. Issue
Price
6.1. The
issue price is R$ 16.00 (sixteen reais) for each common share, as approved at
the Board of Directors’ Meeting.
6.2. The
issue price of the new common shares was determined based on the criterion of
the trading price of the shares on BOVESPA, as a consequence of their high
trading turnover (CSAN 3 is part of the IBOVESPA, the IbrX-50, and the IbrX
indexes), pursuant to Article 170,
paragraph 1, numeral III, of Law 6404 of December 15, 1976, as amended, and CVM
Orientation Opinion (Parecer de
Orientação) no. 1 of
September 27, 1978.
7. Dividends
7.1. The
shares issued, following the ratification of the respective capital increase by
the Board of Directors, shall be entitled to the receipt of full dividends that
are declared by the Company as from the date of their subscription, with respect
to the period beginning on May 1, 2008, and to all other benefits that are
granted to the remaining owners of the Company’s common shares as from that
moment, under equal conditions as those of the rest of the shares issued by the
Company.
8. Term
of Exercise for the Right of Subscription
Beginning:
September 23, 2008.
Ending:
October 22, 2008.
9. Form
of Payment
9.1. The
payment of the shares shall be made in cash, in Brazilian national monetary
currency, upon the act of subscription.
10. Procedure
for the Subscription of Unsubscribed Shares
10.1. Following
the end of the term for exercise of the preemptive right, the shareholders that
declare their interest in the reserve of unsubscribed shares, on the
subscription bulletin, shall have a term of 2 (two) business days following the
notice of verification of unsubscribed shares, which shall begin on October 28,
2008 and end on October 29, 2008, for the subscription of unsubscribed shares.
The unsubscribed shares shall be prorated between such shareholders in
proportion to the participation of each shareholder in the share capital (not
taking into consideration the participations of the other shareholders), subject
to the limits of reserve declared in the subscription bulletin.
10.2. The
maximum number of shares that shall fall to each subscriber shall be determined
by means of the multiplication of the total number of shares that are
unsubscribed, by the percentage calculated by means of the division of the
number of shares subscribed by the respective subscriber, by the total number of
shares subscribed by all of the subscribers that have requested a right to the
unsubscribed shares, provided that the maximum number of unsubscribed shares
that shall fall to each subscriber in the second apportionment is calculated
based on the result of the first apportionment.
10.3. Each
subscriber shall initially subscribe the unsubscribed shares with respect to the
common shares subscribed, in the exercise of the preemptive right, up to the
limit of the maximum number of unsubscribed common shares to which the
respective subscriber shall have a right, calculated in accordance with item
10.2, in a number to be determined by means of the division of (i) the number of
common shares, subscribed by the respective subscriber that has requested the
right to the unsubscribed shares by (ii) the total number of common shares
subscribed by all of the subscribers that have requested a right to the
unsubscribed shares, it being understood that the direct controlling
shareholder, Cosan Limited, voiced at the Board of Directors’ Meeting its
intention to subscribe all of the unsubscribed shares.
10.4. The
unsubscribed shares that are not subscribed following the first apportionment
shall be apportioned once again among the shareholders that voice their interest
in the reserve of the new unsubscribed shares on the subscription list of
unsubscribed shares. The shareholders shall have the term of 2 (two) business
days following the notice of verification of the unsubscribed shares of the
first apportionment, which shall begin on November 2, 2008 and end on November
3, 2008, for the subscription of new unsubscribed shares, in compliance with the
procedure described in items 10.2 and 10.3.
11. Documentation
for the Subscription of Shares and for the Assignment of Rights of
Subscription
11.1. Natural
Person: Identification Card, Individual Taxpayers’ Registry (CPF) and proof of
residence.
11.2. Legal
Entity: authenticated copy of the most recent by-laws or consolidated article of
association, card of enrollment with the National Registry of Legal Entities
(CNPJ), corporate documentation granting powers of representation and
authenticated copies of the CPF, Identification Card and proof of residence of
each of its representatives. Investors residing outside of Brazil may be obliged
to present other representation documents.
11.3. In
the case of representation by an attorney-in-fact, it shall be necessary to
submit the respective public power of attorney.
12. Location
of Assistance
12.1. At
the following branch offices of Banco Itaú and by means of Investfone: (11)
5029-7780.
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São
Paulo (SP)
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Rua
Boa Vista, 176
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Rio
de Janeiro (RJ)
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Rua
Sete de Setembro, 99 A, Centro
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Belo
Horizonte (MG)
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Rua
João Pinheiro, 195, Térreo
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Curitiba
(PR)
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Rua
João Negrão, 65
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Porto
Alegre (RS)
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Rua
Sete de Setembro, 746
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Brasília
(DF)
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SDN
CJ NAC BRA LJ T4 T5
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SC
Sul Quadra 7, Bloco A P03, LJ 546
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Salvador
(BA)
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Avenida
Estados Unidos, 50, 2º andar
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13. Credit
of Shares
13.1. The
credit of shares shall occur following 1 (one) business day from the
ratification date of the share capital increase.
14. Subscription
Warrants
14.1. It
will be granted, as an additional benefit to the subscribers of each new share,
1 (one) subscription warrant issued by the Company (“Subscription
Warrant”), issued in one single series, totaling the issuance of
55,000,000 (fifty-five million) Subscription Warrants.
14.2. Value of the
Issuance: The Subscription Warrants will be issued without value, as they
will be conferred as an additional benefit to the subscribers of
shares.
14.3. Number of Shares:
Each Subscription Warrant will grant its holder the right to subscribe 0.6
(six-tenths) of a common share, the distribution of fractions of shares not
being permitted.
14.4. Expiration Date: The
Subscription Warrants will be valid as of their issuance date until December 31
2009 (“Warrant Expiration Date”).
14.5. Term and Form of
Exercise: The Subscription Warrants may be exercised at any time, as of
their issuance until the Warrant Expiration Date, at the holder’s exclusive
discretion, except for the days when Shareholders’ General Meetings take place,
and they shall express their intention by means of an exercise request, to be
effected in writing to the Company. For all legal effects and purposes, the
exercise date shall be the date the Company receives the exercise
request.
14.6. Form: The
Subscription Warrants shall be in book-entry form.
14.7. Issuance: The
warrants will be automatically issued upon the issuance of
shares.
14.8. Exercise Price:
Considering that each Subscription Warrant will confer on its holder the right
to subscribe 0.6 (six tenths) of a common share, the distribution of fractions
of shares not being permitted, the exercise price of each amount of Subscription
Warrants which totals one share is R$16.00 (sixteen reais) per share, the same
issue price of the shares approved for issuance in (I) above (“Exercise
Price”)
14.9. Subscription and
Paying-up: The subscription of the shares resulting from the exercise of
each Subscription Warrant will occur upon the exercise of the right and the
payment of the shares then subscribed must be effected in cash, in Brazilian
currency, upon subscription. In case the holder of Subscription Warrants, for
any reason, does not hold Subscription Warrants in sufficient number so as to be
entitled to receive a whole number of shares, the fractions shall not be
considered, with the payment of the difference in cash in Brazilian currency not
permitted.
14.10. Periodic Update of the
Number of Shares: Every 90 (ninety) days, counted as of the start of the
term of exercise, and for as long as there are Subscription Warrants in
circulation, a Board of Directors Meeting or Extraordinary General Meeting shall
take place in order to amend the Company’s Bylaws, registering the new amount of
the share capital, in case the right conferred by the Subscription Warrants has
been exercised in such period.
14.11. Rights and Benefits of the
Shares Resulting from the Exercise: The common shares issued by the
Company as a result of the exercise of the right granted by the Subscription
Warrant, within the limits of the Company’s authorized share capital, will be
entitled to receive fully any dividends that may be declared by the Company as
of the exercise of the Subscription Warrants, referring to the financial year in
which the shares were subscribed, and all the other rights and benefits that are
conferred to the other holders of common shares issued by the Company as of
then, in equal conditions with the other shares issued.
14.12. Fractions: The
fractions of the Company’s shares resulting from the exercise of the
Subscription Warrants will not be considered, as the holders of the Subscription
Warrants may only exercise their Subscription Warrants in whole numbers of
shares.
14.13. Trading: The
Subscription Warrants hereby issued by the Company shall be traded separately
from the shares in relation to which they were conferred as an additional
benefit to their subscribers.
15. Warnings
15.1. This
offer is intended for the acquisition of securities of a Brazilian Company,
being subject to the disclosure requirements practiced in Brazil, which
typically differ from those required in other countries.
15.2. More
information may be obtained at the Company’s Department of Investor Relations,
located at Avenida Juscelino Kubitschek, nº. 1726, 6º andar, Vila Olímpia, City
of São Paulo, State of São Paulo, or by telephone (11) 3897-9797, fax (11)
3897-9798 or on our website www.cosan.com.br.
São Paulo,
September 19, 2008.
Paulo
Diniz
Vice-President
Officer of Finance and
Investor
Relations
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:
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September
22, 2008
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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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