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 October, 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:
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
TABLE OF
CONTENTS
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1.
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Press
Release dated October 2, 2008.
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PRESS
RELEASE
COSAN
LIMITED
CVM
Code nº 80071
CNPJ/MF
nº 08.887.330/0001-52
Cosan
Limited Announces Private Placement of US$180 million
Cosan
Limited, a Bermuda exempted company, today announced that it has entered into a
purchase agreement with certain investment funds managed by affiliates of Gávea
Investimentos Ltda. (the “Gávea Funds”), and Mr. Rubens Ometto Silveira Mello,
the controlling shareholder of Cosan Limited, pursuant to which (i) the Gávea
Funds have agreed to collectively invest up to US$130 million in a private
placement to acquire up to 16,455,696 new class A common shares, par value
US$0.01, including class A common shares in the form of Brazilian Depositary
Shares (“BDRs”, each representing one class A common share), at US$7.90 per
share (with respect to BDRs, payment will be made in reais based on a real to US dollar rate to be
determined at closing), and (ii) Mr. Rubens Ometto Silveira Mello, directly or
through an entity under his control, has agreed to invest US$50 million to
acquire 6,329,114 new class A common shares at the same price per
share.
The
proceeds raised in this private placement will be used to strengthen the capital
structure of the Cosan Group to support its growth, including for possible
future acquisitions and other general corporate purposes.
Holders of
(1) class A common shares who are either (i) not “U.S. persons” (as such term is
defined in Regulation S under the Securities Act) or (ii) “qualified
institutional buyers” (as such term is defined in Rule 144A under the Securities
Act) and (2) BDRs will, pursuant to exemptions from registration under
applicable United States securities laws, be eligible to subscribe for the
number of new class A common shares or BDRs, as the case may be, equivalent to
their respective percentage ownership in Cosan Limited as of the record date of
October 2, 2008.
The
subscription period to acquire class A common shares or BDRs will be from
October 6 to October 17, 2008 for qualified holders of record as of October 2,
2008. A subscription form will be available at the commencement of the
subscription period. Subscriptions for Cosan Limited's new class A common shares
or BDRs pursuant to the preemptive subscription offer will be binding and
irrevocable. The rights to subscribe for class A common shares and BDRs are not
transferable and not tradable on any securities exchange.
The number
of new class A common shares and BDRs to be purchased by the Gávea Funds may be
reduced in the event that certain existing shareholders of Cosan Limited
participate in
the
preemptive subscription offer, but the Gávea Funds’ total investment in Cosan
Limited will not be less than US$90 million.
About
Cosan Limited
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
Limited 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 18 mills, two refineries, two port facilities
and numerous warehouses. Cosan Limited is also engaged in energy cogeneration
using sugarcane bagasse as fuel.
CONTACT:
Cosan Limited
Paulo
Diniz
Financial
Vice President and Investor Relations Officer
Tel:
+55-11-3897-9797
email:
ri@cosan.com.br
The
securities offered have not been and will not be registered under the Securities
Act and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The securities offered
will not be registered in any other jurisdiction.
This
release does not constitute an offer to sell, or the solicitation of an offer to
buy or subscribe for nor shall there be any sale of or subscription for these
securities in any state or jurisdiction in which such offer, solicitation, sale
or subscription would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
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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October
2, 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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