Form 20-F
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X
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Form 40-F
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Yes
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No
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X
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Yes
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No
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X
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Yes
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No
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X
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Item
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1.
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Material Fact dated August 25, 2010
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COSAN S.A. INDÚSTRIA E COMÉRCIO
CNPJ/MF nº 50.746.577/0001-15
NIRE 35.300.177.045
Public Company
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COSAN LIMITED
BDR Issuer
CNPJ/MF nº 08.887.330/0001-52
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ü
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All of its sugar and ethanol mills;
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ü
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All of its energy co-generation business, including the remaining 8 future co-generation plants not contemplated by the MOU;
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ü
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Fuel distribution and retail businesses;
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ü
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Ethanol logistics assets;
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ü
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Net debt of approximately US$2,524 million and ordinary course working capital liabilities;
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ü
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Additional debt of R$500 million from BNDES currently used for capital expenditures relating to the sugar and ethanol business from March 31st, 2010 through the closing of the transaction (the “Closing”) (also not contemplated by the MOU);
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ü
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Contingent contributions from possible future gains at the proposed Joint Venture, estimated to be US$300 million, to be received by Cosan over a period of approximately 5 years.
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ü
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Brazilian fuel distribution and retail businesses;
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ü
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Aviation business in Brazil;
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ü
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Equity stakes in two companies (Iogen and Codexis) involved in the research and development of biomass fuel, including ethanol; and
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ü
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A capital contribution resulting in cash proceeds to the proposed Joint Venture of approximately US$1,600 million consisting of:
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§
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Cash payments of US$1,275 million over a period of two years from the Closing (with interest), equivalent to US$1,625 million net of payments to be made to Shell and its affiliates related to the brand licensing and other ancillary agreements for a period of 10 years; and
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§
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Other cash payments and prepayments totaling approximately US$325 million to or on behalf of the proposed Joint Venture in relation to other ancillary arrangements between Shell and its affiliates and the proposed JV.
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ü
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Lubricants manufacturing and marketing business;
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ü
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Logistics business carried out by Rumo Logística S.A.;
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ü
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Land prospecting and development business carried out by Radar Propriedades Agrícolas S.A.;
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ü
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Retail brands such as “Da Barra” and “União”;
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ü
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Sugar retail brands which would, at Cosan’s election, either be used in a retail sugar business to be operated by Cosan (to the extent negotiated and agreed with Shell before Closing) or licensed to the proposed Joint Venture on a fair market value basis; and
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ü
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The right to conduct its own sugar trading business globally.
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ü
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E&P, chemicals and gas and power businesses in Brazil;
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ü
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Lubricants manufacturing and marketing business;
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ü
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Trading business; and
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ü
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The “Shell” brand (which will be licensed to the proposed JV for use in its downstream business, including retail in Brazil as agreed).
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(1)
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Sugar & Ethanol Company which will, among other things, conduct the production of sugar and ethanol, as well as all co-generation activities. Cosan and Shell will each own 50% common equity interest in this entity. In addition, Cosan will own 51% of the voting shares (and preferred shares bearing preferential dividend rights in certain circumstances), whereas Shell will own 49% of this entity’s voting shares;
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(2)
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Downstream Company which will conduct the supply, distribution and sale of fuels in Brazil. The resulting company will have a network of about 4,500 fuel stations throughout Brazil, becoming the third largest fuels retailer in the country, with strong potential for future growth. Cosan and Shell will likewise each own 50% common equity interest in this entity. In this case, however, Cosan will own 49% of the voting shares, whereas Shell will own 51% of the voting shares of this entity. Each party will also hold preferred shares bearing preferential dividend rights in certain circumstances; and
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(3)
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Management Company which will be the proposed JV’s face to the market and will facilitate the building of a unified corporate culture. Cosan and Shell will each own 50% of the equity and voting interests in this company.
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COSAN LIMITED
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Date:
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August 26, 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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