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
November 2007
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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Call
notice of
extraordinary general shareholders’ meeting of Cosan S.A. Indústria e
Comércio, a subsidiary of the Registrant.
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2.
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Minutes
of the
board of directors meeting of Cosan S.A. Indústria e Comércio, a
subsidiary of the Registrant, held on November 19,
2007.
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Item
1.
FREE
TRANSLATION
COSAN
S.A. INDÚSTRIA E COMÉRCIO
CNPJ
No.
50.746.577/0001-15
NIRE
No.
35300177045
PUBLICLY
HELD COMPANY
CALL
NOTICE
EXTRAORDINARY
GENERAL MEETING
I
–
Date,
Time and Place:
The
shareholders are hereby invited to attend
the Extraordinary General Meeting of Cosan S.A. Indústria e Comércio (the
“Company”), which shall take place on December 5, 2007, at 11, at the Company’s
headquarters in the Cosan Administrative Building, in Bairro Costa Pinto, s/nº,
in the municipality of Piracicaba, state of São Paulo, in order to decide on the
matters included on the Agenda:
II
–
Agenda:
(a)
Capital
Increase by Private
Subscription: amendment of Article 5 of the Bylaws in order to permit the
increase of the Company’s share capital in the amount of R$ 1,736,700,000.00
(one billion, seven hundred and thirty-six million, seven hundred thousand
reais), bringing it to R$ 2,922,467,328.00 (two billion, nine hundred and
twenty-two million, four hundred and sixty-seven thousand, three hundred and
twenty-eight reais), by issuance and subscription of 82,700,000 (eighty-two
million, seven hundred thousand) common nominative book-entry shares, without
par value, at an issue price of R$ 21.00 (twenty-one reais) per share, in
accordance with the proposal of the Board of Directors, whose justification
and
objective follows below in summarized form;
(b)
Increase
in the Authorized Capital
Limit: to amend Article 6 of the Bylaws to raise the Company’s authorized
capital limit to R$ 10,000,000,000.00 (ten billion reais); and
(c)
Commitment
to Offer Commercial
Opportunities: consideration of the “Commitment to Offer Commercial
Opportunities” to be entered into between the Company and its direct controlling
shareholder, Cosan Limited, which will govern the terms and conditions by which
the international commercial opportunities developed by Cosan Limited may be
offered for exploitation by the Company. This agreement will only be approved
if
it is considered favorably by shareholders owning Free Float Shares, as defined
in the Novo Mercado Regulations, representing at least one-half plus one share
of the Free Float Shares present at the meeting;
III
–
Considerations regarding matters included in the Agenda:
(a) Capital
Increase by Private Subscription:
The
proposed capital increase aims to permit
the contribution to the Company’s capital of a portion of the resources
necessary to develop projects indicated in the allocation of the funds raised
by
our direct controlling shareholder Cosan Limited in the ambit of the Global
Initial Public Offering of Shares and BDRs, in a total of R$2,023.1 million,
without considering the option for additional shares, exercised on 11,678,000
Class A Shares issued by Cosan Limited, specifically:
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(i)
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Greenfield
Project, in the state of Goiás, as announced by the Company on April 12,
2007;
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(ii)
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expansion
of
the existing installations;
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(iii)
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co-generation
of electricity; and
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(iv)
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agricultural
mechanization.
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The
Company’s management believes that this
funding will assure the necessary financial flexibility to carry out the capital
expenditure programs already announced, as well as future initiatives seeking
to
expand the Company’s activities
The
issue price of the new common shares was
determined based on the criterion of the trading price of the shares on the
São
Paulo Stock Exchange (Bolsa de Valores de São Paulo S.A.)
(“BOVESPA”), as a consequence of their high trading turnover (CSAN3 is
part of the IBOVESPA (1.815% of the index, as per assessment disclosed by
Bovespa for the opening of the day on 19.11.2007), the IbrX-50 (0.285% of the
index, as per assessment disclosed by Bovespa for the opening of the day on
19.11.2007) and IbrX (0.253% of the index, as per assessment disclosed by
Bovespa for the opening of the day on 19.11.2007) for the current period
(September to December 2007), under the terms of 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, adjusted
by an underprice because of market conditions, considering the recent increase
in volatility of the share price of Cosan S.A. and of the Brazilian stock market
as a whole, represented by the IBOVESPA index, as well as in line with the
objective to stimulate the adhesion of part of the minority shareholders and
provide conditions for formation of the price of the subscription right. We
report that the book value of the Company’s shares was R$ 8.63 (eight reais and
sixty-three centavos) per share for the financial year ended on April 30, 2007,
and R$ 8.71 (eight reais and seventy-one centavos) per share for the quarter
ended on July 31, 2007. The issue price represents:(i) a discount of
approximately 14% (fourteen percent) on the closing price on November 14, 2007;
(ii) a discount of approximately 10% (ten percent) on the average price,
weighted by trading volume, of the closing prices of the shares in the past
5
(five) BOVESPA trading sessions, as of November 8 2007; (iii) a discount of
approximately 16% (sixteen percent) on the average price, weighted by trading
volume, of the closing prices of the shares in the past 60 (sixty) BOVESPA
trading sessions, as of August 23, 2007; and (iv) a discount of approximately
1%
(one percent) on the lowest closing price of the shares in the past 60 (sixty)
BOVESPA trading sessions
(b)
Increase of the Company’s Authorized
Capital Limit: results from the need to adjust the previous limit to the
Company’s size and the capitalization needs of the sector in which it
operates.
(c)
Commitment to Offer Commercial
Opportunities:
The
proposal to
execute an agreement regulating the offer made by Cosan Limited to the Company,
of international commercial opportunities that may arise for Cosan Limited,
resulted from the initiative of the indirect controlling shareholder of both,
Rubens Ometto Silveira Mello.
Such
initiative aims
at allowing the Company to participate, according to the conditions set forth
in
the Commitment, in the international opportunities that arise for Cosan Limited.
In the opinion of the indirect controlling shareholder, the execution of the
Commitment results from the intention of providing greater transparency to
the
relationship between both companies, as well as the effort to address concerns
about possible conflicts of interest or of competition between the companies.
Although the exploitation of international opportunities has never been a
strategy of the Company, there is the belief that its position in the
international scenario enabled by the creation of Cosan Limited has set the
stage for this shift in focus of Cosan S.A., and this participation becomes,
by
the terms of the Commitment, subject to the sovereign will of the shareholders
detaining Free Float Shares.
In
this respect, the
draft of the Commitment is being submitted for the consideration of the
Company’s minority shareholders, it already having been approved by the
applicable bodies of Cosan Limited, reaffirming the commitment of the Company,
its management and its indirect controlling shareholder to the best corporate
governance practices.
IV
–
General
Provisions of the General Meeting:
(a)
In order to take part in and vote at the
General Meeting, shareholders must prove their standing as such by presenting,
at the Company’s headquarters at least 2 (two) days before the date of the
General Meeting, an identity document and confirmation, issued by the depositary
institution, in the original or a copy sent by facsimile – fax no. (19)
3403-2030. The shareholders represented by proxies must present the
attorneys-in-fact within the same term and in the same fashion as mentioned
above. The document originals, or their copies, do not need authentication
and
notarization of signature and must be presented to the Company on or before
the
opening of the work of the aforementioned General Meeting;
(b)
The draft of the Commitment mentioned in
item (c) of the Agenda is at the Company’s headquarters.
Piracicaba
(SP),
November, 19, 2007.
RUBENS
OMETTO SILVEIRA MELLO
Chairman
of the
Board of Directors
Item
2.
FREE
TRANSLATION
COSAN
S.A.
INDÚSTRIA E COMÉRCIO
C.N.P.J.
NO.
50.746.577/0001-15
N.I.R.E.
35.300.177.045
Minutes
of
the Board of Directors Meeting,
Held
on
November 19, 2007
1. Date,
Time and Place: November 19, 2007, at 11:00 a.m., at the
administrative office of the Company at Avenida Juscelino Kubitschek, 1726,
6th Floor, in
the city and state of São Paulo.
2. Attendance: All
the members of the Company’s Board of Directors were present, Messrs.
Rubens Ometto Silveira Mello, Chairman of the Board of
Directors, Pedro Isamu Mizutani, Vice-Chairman of the Board of
Directors, Burkhard Cordes, Hélio Nicoletti,
Marcus Vinícius Pratini de Moraes, Marcelo
Portela, Serge Varsano (by proxy granted to Paulo
Sérgio de Oliveira Diniz),
and Paulo Sérgio de Oliveira Diniz, members of the Board of
Directors. The members of the Oversight Board were also present: Messrs. Luiz
Recchia, João Ricardo Ducatti and Ademir José Scarpin. All the
members participated in the meeting by conference call, as permitted by Art.
20,
§ 2, of the Company’s Bylaws.
3. Summons:
By electronic mail, dated November 8, 2007.
4. Chair:
President: Rubens Ometto Silveira
Mello, Secretary Paulo
Sérgio de Oliveira Diniz.
5. Agenda: The
chairperson clarified that the purpose of the present meeting is to deliberate
on the following agenda: (I) an increase of the share capital, by issuing new
common shares, without par value, as part of the Company’s Share Purchase Option
Plan, as a result the exercise of that option by the eligible executives, with
the consequent increase of the capital stock within the authorized capital
limit; (II) a proposal to increase the share capital by issuing new common
nominative book-entry shares, without par value, , for private subscription,
and
the respective justification; (III) a proposal to increase the limit of
Company’s authorized share capital; (IV) a proposal to execute a “Commitment to
Offer Commercial Opportunities” between Cosan S.A. and Cosan Limited (the
“Commitment”); (V) approval to summon an extraordinary general meeting,
with the presence of the members of the Oversight Board, to decide on the
matters proposed; and (VI) other subjects of interest to the
Company.
6. Resolutions
unanimously approved, without restrictions: Upon
opening the meeting, after discussion of the matters, the members of the Board
of Directors decided unanimously and without restrictions:
I.
to increase the capital through issuance of 922,947 new common shares, without
par value, as part of the Company’s Share Purchase Option Program, because of
the exercise of that option by the eligible executives of the Company, with
the
issue price of R$6.11 per common share, established in accordance of the Share
Purchase Option Program. The increase of the capital stock is hereby approved
without a preferential right in the subscription of the new shares, in
accordance to art.171, 3rd paragraph
of the
Brazilian Corporation Law (Law No. 6,404/76). Due to the increase of the capital
stock hereby approved,, with the consequent increase of the capital stock of
R$1,192,691,905.70 turns R$ 1,198,331,111.87, within the
authorized capital limit, as per Article 6 of the Company’s Bylaws, with the
number of common shares representative of the total capital stock of the Company
turning from 188,886,360 to 189,809,307. It is hereby noted that all issued
aforementioned common shares were subscribed by the eligible executives of
the
Company, who exercised their option to purchase the respective shares, and
were
paid up, also on this date, in the national currency, as per the Share Purchase
Option Program, in the form of the respective subscription list, filed at the
Company’s headquarters;
II.
to submit to the Company’s general shareholders’ meeting a proposal to increase
the capital by R$1,736,700,000.00 (one billion, seven hundred thirty-six
million, seven hundred thousand reais), with the following characteristics:
(a)
Objective and Justification: to permit the contribution
to the Company’s capital of a portion of the resources necessary to develop
projects indicated in the allocation of the funds raised by our direct
controlling shareholder Cosan Limited in the ambit of the Global Initial Public
Offering of Shares and BDRs, in a total of R$2,023.1 million, without
considering the option for additional shares, exercised on 11,678,000 Class
A
Shares issued by Cosan Limited, specifically: (i) Greenfield project, in the
state of Goiás, as announced by the Company on April 12, 2007; (ii) expansion of
the existing installations; (iii) co-generation of electricity; and (iv)
agricultural mechanization. The Company’s management believes that this funding
will assure the necessary financial flexibility to carry out the capital
expenditure programs already announced, as well as future initiatives seeking
to
expand the Company’s activities; (b) Number of Shares and Issue
Price: 82,700,000 (eighty-two million, seven hundred thousand)
shares, at an issue price of R$ 21.00 (twenty-one reais) each; (c)
Justification for the Issue Price: The issue price of
the new common shares was determined based on the criterion of the trading
price
of the shares on the Bolsa de Valores de São Paulo S.A. (“BOVESPA”), as a
consequence of their high trading turnover (CSAN3 is part of the IBOVESPA
(1.815% of the index, as per assessment disclosed by Bovespa for the opening
of
the day on 19.11.2007), the IbrX-50 (0.285% of the index, as per assessment
disclosed by Bovespa for the opening of the day on 19.11.2007) and IbrX (0.253%
of the index, as per assessment disclosed by Bovespa for the opening of the
day
on 19.11.2007) for the current period (September to December 2007), under the
terms of Article 170, paragraph 1, numeral III, of Law 6404 of December 15,
1976, as amended, and CVM Orientation Opinion no. 1 of September 27, 1978,
adjusted by an underprice because of market conditions, considering the recent
increase in volatility of the price the shares issued by Cosan S.A. and of
the
Brazilian stock market as a whole, reflected in the IBOVESPA, as well as the
objective
to
stimulate the adhesion of part of the minority shareholders to the capital
increase and provide conditions for formation of the price of the subscription
right. We report that the book value of the Company’s shares was R$ 8.63 (eight
reais and sixty-three centavos) per share for the financial year ended on April
30, 2007, and R$ 8.71 (eight reais and seventy-one centavos) per share for
the
quarter ended on July 31, 2007. The issue price represents:(i) a discount of
approximately 14% (fourteen percent) on the closing price of the shares on
November 14, 2007; (ii) a discount of approximately 10% (ten percent) on the
average price, weighted by trading volume, of the closing prices of the shares
in the past 5 (five) BOVESPA trading sessions, as of November 8 2007; (iii)
a
discount of approximately 16% (sixteen percent) on the average price, weighted
by trading volume, of the closing prices of the shares in the past 60 (sixty)
BOVESPA trading sessions, as of August 23, 2007; and (iv) a discount of
approximately 1% (one percent) on the lowest closing price of the shares in
the
past 60 (sixty) BOVESPA trading sessions; (d) Right of First Refusal
of Current Shareholders: because it is a capital increase by
private subscription, the holders of the Company’s common shares will have a
preferential right to subscribe the capital increase, in proportion to the
number of shares they detain at the time of the general meeting that decides
on
the referred increase, for a period of 30 (thirty) days as of publication of
the
notice to shareholders announcing the operation; (e) Dividends on the
New Shares: the shares issued, after ratification of the respective
capital increase by the Board of Directors, within the limits of the Company’s
authorized capital, will be entitled to receive fully any dividends that may
be
declared by the Company as of their subscription date, referring to the period
starting on May 1, 2007, and all the other 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 by the Company; (f) Form of
Payment: payment will be in cash, in Brazilian currency, in the act
of subscription; (g) Trading of Subscription Rights and Reservation
of Remainders: the rights to subscribe the new shares and the
reservation of remainders will be permitted, according to the terms contained
in
the notice to shareholders of the operation, and the direct controlling
shareholder Cosan Limited will express its intention to subscribe all the
remainders; and (h) Ratification: after the
effective paying up of the shares subscribed in the capital increase submitted
to the approval of the general meeting, a new meeting of the Board of Directors
must be called to ratify the capital increase.
III.
to decide on the proposal to increase the Company’s authorized capital limit to
R$10,000,000,000.00 (ten billion reais) and the corresponding amendment of
Article 6 of the Company’s Bylaws, considering the need to adjust the previous
limit to the Company’s size and the capitalization needs of the sector in which
it operates;
IV. to
decide on the proposal to execute a “Commitment to Offer Commercial
Opportunities” between Cosan S.A. and Cosan Limited (the “Commitment”),
under the terms of the document attached hereto, submitted to consideration
by
Cosan Limited, with the intervention of our indirect controlling shareholder,
Mr. Rubens Ometto Silveira Mello, which will govern the terms and conditions
by
which the commercial opportunities developed by Cosan Limited may be offered
to
the Company for exploitation. The execution of the Commitment resulted from
the
initiative
of the
indirect controlling shareholder of the Company and of Cosan Limited, and seeks
to permit the Company to participate, according to the conditions set forth
in
the Commitment, in the international opportunities that arise for Cosan Limited.
In the opinion of the indirect controlling shareholder, the execution of the
Commitment results from the intention of providing greater transparency to
the
relationship between both companies, as well as the effort to address concerns
about possible conflicts of interest or of competition between the companies.
Although the exploitation of international opportunities has never been a
strategy of the Company, there is the belief that its position in the
international scenario enabled by the creation of Cosan Limited has set the
stage for this shift in focus of Cosan S.A., and this participation becomes,
by
the terms of the Commitment, subject to the sovereign will of the shareholders
detaining Free Float Shares.
V.
to decide on calling an extraordinary general meeting, with the presence of
the
members of the Oversight Board, to decide on the proposed matters, with
stipulation that item IV, namely the consideration by the shareholders of the
“Commitment to Offer Commercial Opportunities”, to be executed between the
Company and its direct controlling shareholder Cosan Limited, will only be
approved by the general meeting if it is approved by shareholders detaining
Free
Float Shares, as defined in the Novo Mercado Regulations, representing at least
one-half of such shares present at the meeting.
6. Adjournment:
There being no further business
to
conduct, the Chairperson adjourned the meeting, from which the present minutes
were written up, which after being read and found in conformity, were signed
by
all those present. São Paulo, November 19, 2007. Rubens Ometto
Silveira
Mello, Chariman of
the Board of Directors; Pedro Isamu
Mizutani, Vice-Chairman
of the Board
of Directors; Burkhard
Cordes,
Hélio
Nicoletti,
Marcus
Vinícius
Pratini de Moraes,
Marcelo
Portela,
Serge
Varsano and
Paulo
Sérgio de
Oliveira Diniz,
members of the Board of Directors, and Luiz Recchia,
João Ricardo Ducatti e Ademir José Scarpin,
members of the Oversight Board.
Checks
against the
original, written in the specific book.
Paulo
Sérgio de
Oliveira Diniz
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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November
19,
2007
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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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