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 January 2010
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:
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:
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
COSAN
LIMITED
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1.
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Notice
to the Market dated December 28, 2009
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2.
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Notice
to the Market dated January 4, 2010
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3.
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Notice
to the Market dated January 7, 2010
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4.
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Notice
to the Market dated January 8, 2010
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5.
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Cosan
S.A. Indústria e Comércio Minutes of the Board Of Directors’ Meeting held
on December 22, 2009
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6.
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Cosan
S.A. Indústria e Comércio Minutes of the Board Of Directors’ Meeting held
on December 31, 2009
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Item 1
COSAN S.A. INDÚSTRIA E COMÉRCIO
CNPJ/MF nº
50.746.577/0001-15
NIRE
35.300.177.045
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Notice to the Market
COSAN S.A.
INDÚSTRIA E
COMÉRCIO (Bovespa: CSAN3) hereby announces that, on December
24th, 2009 , its indirect subsidiary Rumo Logística S.A. (“Rumo”)
notifi
ed ALL – América Latina Logística S.A. (ALL, Bovespa:
ALLL11); ALL – América Latina Logística Malha Norte S.A.; ALL – América Latina Logística Malha Paulista S.A.; ALL
– América Latina Logística Malha Oeste S.A.; and Portofer
Transporte
Ferroviário Ltda
(jointly “ALL”), as of that date, the long-term agreements entered
into between the parties (“Agreements”) are valid and executable with all its
terms and conditions, in the form agreed upon by the parties in their respective
instruments. Immediately after the conclusion of negotiations,
Rumo will announce to the market the terms of the funding required for this
investment.
The object of the above mentioned
Agreements is the transportation by ALL of bulk sugar and other products
("Product") with the expansion of the
parties’ operational capacity through
investments, in the approximate amount of R$ 1.2 billion, in rights of way,
yards, rail cars, locomotives and terminals to be realized by Rumo in
ALL’s network.
Such Agreements constitute one of the biggest private
infrastructure investment
plans in Brazil, especially
in the state of São
Paulo.
São Paulo, December 28th, 2009
Marcelo Martins
CFO and IRO
Item 2
COSAN S.A. INDÚSTRIA E COMÉRCIO
Corporate Taxpayer ID
(CNPJ/MF) 50.746.577/0001-15
Company Registry
(NIRE)
35.300.177.045
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Notice to the Market
COSAN S.A.
INDÚSTRIA E
COMÉRCIO (Bovespa: CSAN3) announces
that, on December 31st,
2009, was concluded
the period for exercising
the subscription warrants granted under the capital
increase carried out by Cosan S.A. on November 10, 2008. A total of 54,987,554
warrants were exercised, which increased the Company's capital stock by 32,992,531 new shares.
Cosan Limited exercised all of the
warrants it held, subscribing 26,996,089 new shares, representing an increase of
R$ 431,937,424.00 in Cosan S.A. Shareholders Equity.
Minorities exercised
warrants corresponding to 5,996,442 new shares, representing an increase of R$ 95,943,072.00.
With the issue of these new shares, the
capital stock of Cosan S.A. is currently composed as
follows:
Shareholder
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Common
Shares
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%
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Cosan
Limited
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253,703,323
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62.40
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Rezende
Barbosa
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44,300,389
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10.90
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Novo Mercado (free
float)
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108,539,605
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26.70
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Total
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406,543,317
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100.00
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São Paulo, January 4, 2010
Marcelo Martins
Chief Financial and Investor Relations
Officer
Item 3
COSAN S.A. INDÚSTRIA E COMÉRCIO
Corporate Taxpayer ID
(CNPJ/MF) 50.746.577/0001-15
Company Registry
(NIRE)
35.300.177.045
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Notice to the Market
COSAN S.A.
INDÚSTRIA E
COMÉRCIO (Bovespa: CSAN3) hereby announces that, on December 31st.
2009, Cosan has become part of list
of employers according to the regulation “Portaria 540/04”. Such regulation determines that a list
of employers which have maintained workers under irregular working
conditions may be publicized.
Cosan clarifies that the alleged reason for the inclusion of its name on the
referred list is related to a services provider to sugarcane suppliers which
are also part of Cosan's
supply network having infringed a labor regulation in 2007. At that time, a
company named José Luiz
Bispo Colheita – ME, which provided services to several
sugarcane growers in the State of São Paulo, was subject to an investigation
from the Ministry of Labor that resulted in findings for unsuitable lodging
conditions for
José Luiz Bispo Colheita
– ME´s employees. Cosan ended up getting involved in the
process as jointly liable for such irregularities.
Cosan had no knowledge, at the time,
that the company José Luiz
Bispo Colheita – ME was infringing such labor rights.
Cosan has strict internal policies to comply with the applicable law related to its
business. Aware of its social responsibility Cosan in good faith later on
adopted several measures among which the payment of all expenses necessary for
the regularization of such workers´ lodging conditions. Cosan also
took measures to exclude José Luiz Bispo Colheita – ME from its sugarcane supply
network.
Cosan vehemently repudiates any
kind of practice that infringes labor rights of its employees and the employees
of its partners or suppliers. Cosan Group has more than 40.000 employees all lawfully hired
according to the Brazilian labor rights (all CLT employees), and develops a
strong leadership role with the Federal and Regional Governments in an effort to
regulate and improve work conditions in the whole agribusiness productive chain.
Cosan was taken by surprise by the
recent events. The company clarifies that it wasn’t aware of the process of its
inclusion in the referred list, therefore was deprived from its
constitutional right to defend itself against such inclusion. Cosan shall immediately pursue
all necessary legal and administrative measures in order to get its
name excluded from this list as it considers it to be both
untimely and abusive.
São Paulo, January 7, 2010
Marcelo Martins
Chief Financial and Investor Relations
Officer
Item 4
COSAN S.A. INDÚSTRIA E COMÉRCIO
Corporate Taxpayer ID (CNPJ/MF):
50.746.577/0001-15
Company Registry (NIRE):
35.300.177.045
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Notice to the Market
COSAN S.A.
INDÚSTRIA E
COMÉRCIO (Bovespa: CSAN3) announces that it was
granted, by the Tribunal Regional
do
Trabalho - 10ª Região, an injunction in the writ of mandamus
filed on this date, which expressly ordered the
exclusion of the Company's name from the workers' registry established
by Ministerial Order 540/04 (Portaria
540/04) issued by the
Ministry of Labor, subject
to a penalty of R$ 50,000 per day.
The Company reaffirms its commitment
to work proactively against any situation that infringes rights
or negatively affect the working conditions of its employees or any worker of
its partners and suppliers.
São Paulo, January 8, 2010
Marcelo Martins
Chief Financial and Investor Relations
Officer
Item 5
COSAN
S.A. INDÚSTRIA E COMÉRCIO
Corporate
Taxpayer’s ID (CNPJ): 50.746.577/0001-15
Company
Registry (NIRE): 35.300.177.045
Minutes
of the Board of Directors’ meeting
Held
on December 22, 2009
1. Date,
Time and Venue: December 22, 2009, at 3:30 p.m., at the Company’s
administrative offices, located at Avenida Juscelino Kubitschek, 1726, 6º andar,
in the city and state of São Paulo.
2. Attendance: All
members of the Company’s Board of Directors, namely Rubens
Ometto Silveira Mello, Chairman, Pedro Isamu
Mizutani, Vice-Chairman, Burkhard
Otto Cordes, Marcelo
Eduardo Martins, Serge
Varsano (by proxy Rubens Ometto Silveira Mello) Maílson
Ferreira da Nóbrega, Marcelo de Souza Scarcela Portela, Pedro Luiz Cerize
and Roberto de
Rezende Barbosa, members. All members attended the meeting via conference
call, as provided for in Paragraph 2 of Article 20 of the Company's
Bylaws.
3. Call
Notice: The call notice was waived in view of the attendance of all Board
members.
4. Presiding:
Chairman: Rubens Ometto
Silveira Mello; Secretary: Marcelo de Souza
Scarcela Portela.
5. Agenda: The Chairman declared
that the purpose of the present meeting was to decide on the following agenda:
(i) to approve the Company’s capital increase through the issue of 7,687,656 new
common shares, with no par value, in view of the exercise of the subscription
warrants; (ii) to ratify the Company’s US$ 175,000,000.00 swap operation with a
Financial Institution in the amount of; and (iii) to approve the granting of a
US$ 20,000,000.00 Parent Guarantee to Cosan Combustíveis e
Lubrificantes.
6. After
discussing the matters on the agenda, Board decided unanimously and without
restrictions:
I) To increase the
Company’s capital by R$ 129,167,616.00 through the issue of 8,072,976 new
shares, at R$ 16.00 per share, thereby increasing the capital from R$
4,541,249,219.77 to R$ 4,670,416,835.77, within the limit of authorized
capital, in accordance with Article 6 of the Bylaws; the number of shares
representing the Company’s capital increased from 397,388,789 to 405,461,765 due
to: (i) the exercise of
8,051,400 subscription warrants, totaling 4,830,840 new shares; (ii) the exercise of
5,403,560 subscription warrants by
the subsidiary Cosan Limited, totaling 3,242,136 new shares; These newly
issued shares will entitle their owners to receive full dividends declared by
the Company for the fiscal year in which they were subscribed, as well as to all
rights and benefits granted to other holders of common shares issued by the
Company thereafter, under the same conditions as all other shares issued by the
Company, in accordance with the Notice to the Shareholders of September 19,
2008.
II) To ratify the
US$ 175,000,000.00 (one hundred seventy-five million dollars) swap operation
entered into on August 12, 2009 and registered with CETIP (OTC Clearing House)
under no. 09.0000.4088.
(III) To approve
the granting of a US$ 20,000,000.00 Parent Guarantee to Cosan Combustíveis e
Lubrificantes as surety for the latter’s acquisition of lubricants.
7.
Closure: There being no further
matters on the agenda, the Chairman adjourned the meeting and these minutes were
drawn up, read, found to be in compliance and signed by all those present in the
appropriate book of records. São Paulo, December 22, 2009. sgd) Rubens
Ometto Silveira Mello - Chairman, Pedro Isamu
Mizutani - Vice-Chairman, Burkhard
Otto Cordes, Serge Varsano (by proxy Rubens Ometto silveira Mello), Marcelo
Eduardo Martins, Roberto de Rezende Barbosa, Maílson Ferreira da Nóbrega, Pedro
Luiz Cerize, Marcelo de Souza Scarcela Portela – Members.
This
is a free translation of the original document drawn up in the Company’s
records.
São
Paulo (SP), December 22, 2009
Marcelo de Souza Scarcela
Portela
Secretary
COSAN
S.A. INDÚSTRIA E COMÉRCIO
CORPORATE
TAXPAYER'S ID (CNPJ/MF): 50.746.577/0001-15
COMPANY
REGISTRY (NIRE): 35.300.177.045
Minutes
of the Board of Directors’ Meeting,
Held
on December 31, 2009
1. Date,
Time and Venue: December 31, 2009, at 9:00 a.m. at the company’s
administrative offices at Avenida Juscelino Kubitschek, 1726, 6º andar, in the
city and state of São Paulo.
2. Attendance: All members of the Company’s
Board of Directors, namely Ometto
Silveira Mello, Chairman, Pedro Isamu
Mizutani, Vice-Chairman, Burkhard
Otto Cordes, Marcelo
Eduardo Martins, Serge
Varsano (represented by
Rubens
Ometto Silveira Mello) Maílson
Ferreira da Nóbrega, Marcelo de Souza Scarcela Portela, Pedro Luiz Cerize
and Roberto de
Rezende Barbosa. All members participated in the meeting via conference
call, as provided for in Paragraph 2 of Article 20 of the Company's
Bylaws.
3. Call
Notice: The call notice was waived in view of the presence of all
members.
4. Presiding: Chairman: Rubens Ometto
Silveira Mello; Secretary: Marcelo de Souza
Scarcela Portela.
5. Agenda: To increase the
Company’s capital through the issue of 1,081,552 new common shares with no par
value due to the exercise of subscription warrants.
6. Resolutions
taken unanimously and without restrictions: The members present approved
the sole item on the agenda, namely:
To increase the
Company’s capital by R$ 17,304,832, through the issue of 1,081,552 new shares at
R$ 16.00 per share due to the exercise of 1,802,588 subscription warrants,
raising the Company’s capital from R$ 4,670,416,835.77 to R$ 4,687,721,667.77,
within the limits of authorized capital, pursuant to article 6 of the Company’s
Bylaws and increasing the number of shares from 405,461,765 to
406,543,317.
7. Closure: There being no other matters
on the agenda, the Chairman closed the meeting and these minutes were drawn up,
read, found to be in compliance and signed by all those present in the
appropriate book of records. São Paulo, December 31, 2009. Signatures: Rubens
Ometto Silveira Mello - Chairman, Pedro Isamu
Mizutani - Vice-Chairman, Burkhard
Otto Cordes, Serge Varsano (represented by Rubens
Ometto Silveira Mello), Marcelo Eduardo Martins, Roberto de Rezende Barbosa,
Maílson Ferreira da Nóbrega, Pedro Luiz Cerize and Marcelo de
Souza Scarcela Portela.
This
is a free translation of the original document filed in the Company’s
records.
São
Paulo (SP), December 31, 2009
Marcelo de Souza Scarcela
Portela
Secretary
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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January
13, 2010
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By:
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/s/
Marcelo Eduardo Martins
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Name:
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Marcelo
Eduardo Martins
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Title:
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Chief
Financial Officer and Investor Relations Officer
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