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:
|
Form
20-F
|
X
|
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):
|
Yes
|
No
|
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
|
No
|
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:
|
Yes
|
No
|
X
|
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
|
Item
|
||
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1.
|
Notice
to the market dated October 27,
2008.
|
Item
1
Cosan
Limited
Notice
to the Market
Private
Placement and Subscription Offer Results
São Paulo, October 27, 2008.
Cosan Limited announces the results of the subscription of its class A common
shares by certain investment funds managed by affiliates of Gávea Investimentos
Ltda. and by Mr. Rubens Ometto Silveira Mello, the indirect controlling
shareholder of the Company.
In
accordance with the terms of the private placement announced on October 16,
2008, (i) the Gávea Funds subscribed 33,333,333 class A common shares and/or
Brazilian Depositary Receipts, or “BDRs”, each representing one class A common
share, at the issue price of US$4.50 per share and/or BDR, in the amount of
US$150 million; and (ii) Mr. Rubens Ometto Silveira Mello subscribed, through an
entity controlled by him, 11,111,111 new class A common shares at the same
price, in the amount of US$50 million.
Holders of
class A common shares or BDRs who were 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) were, pursuant to exemptions from registration under applicable U.S.
securities laws, eligible to subscribe for the number of new class A common
shares or BDRs, as the case may be, equivalent to their respective percentage
share ownership in the Company as of the record date of October 2, 2008 at
US$4.50 per share and/or BDR.
As a
result of the private placement and the subscription offer, the Company issued
44,444,529 new class A common shares and/or BDRs and its share capital now
consists of:
|
Shareholder
|
class
A shares
and/or
BDRs
|
%
|
Class
B Shares
|
%
|
||||
|
Queluz
Holding Limited (1)
|
11,111,111
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6.37
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66,321,766
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68.85
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||||
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Usina
Costa Pinto S.A. Açúcar e Álcool (1)
|
-
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0
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30,010,278
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31.15
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||||
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Aguassanta
Participações S.A. (1)
|
5,000,000
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2.87
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-
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|||||
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Gávea
Funds(2)
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33,333,333
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19.12
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-
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|||||
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Others
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124,910,897
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71.64
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-
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|||||
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Total
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174,355,341
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100.00
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96,332,044
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100.00
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_________
(1)
Company indirectly controlled by Mr. Rubens Ometto Silveira Mello.
(2)
Subscribed in the private placement.
São Paulo,
October 27, 2008
Paulo
Diniz
Legal
Representative
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.
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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||||||
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Date:
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October
28, 2008
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By:
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/S/
Paulo Sérgio de Oliveira Diniz
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|||
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Name:
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Paulo
Sérgio de Oliveira Diniz
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|||||
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Title:
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Chief
Financial Officer and Investors Relations Officer
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|||||