SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of October 2009
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
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X
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Form
40-F
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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
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No
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X
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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
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No
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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
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Item
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1.
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Minutes
of the Board of Directors’ Meeting of Cosan S.A. Indústria e Comércio held
on October 29, 2009
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2.
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Notice
to the Market regarding exercise of subscription warrants dated October
29, 2009
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Item 1.
COSAN
S.A. INDÚSTRIA E COMÉRCIO
Corporate
Taxpayer’s ID (C.N.P.J.): 50.746.577/0001-15
Company
Registry (N.I.R.E.): 35.300.177.045
Minutes
of the Board of Directors' Meeting
Held
on October 29, 2009
1. Date,
Time and Venue:
October 29, 2009, at 10:00 am, at the Company’s administrative
offices at Avenida Juscelino Kubitschek, 1.726, 6º andar, in the city and state
of São Paulo.
2. Attendance:
All members of the Company’s Board of Directors attended the meeting via
conference call, pursuant to paragraph 2 of article 20 of the Company’s Bylaws,
namely: Rubens
Ometto Silveira Mello (Chairman), Pedro Isamu
Mizutani (Vice-Chairman), Burkhard
Otto Cordes, Marcelo
Eduardo Martins, Roberto
Rezende Barbosa, Serge Varsano, Marcelo de Souza Scarcela Portela, Maílson
Ferreira da Nóbrega, and Pedro Luiz
Cerize (members).
3. Call
Notice: The call notice was sent by e-mail and waived in view of the
presence of all members.
4. Presiding: Chairman: Rubens Ometto
Silveira Mello; Secretary: Maria Rita de
Carvalho Drummond.
5. Agenda:
to approve the Company’s capital increase totaling R$
380,063,248.00, through the issue of 23,753,953 new shares, at R$ 16.00 per
share, due to the subscription of 39,589,922 warrants held by its parent company
Cosan Limited, pursuant to this Board’s resolution on September 19, 2008, which
envisaged the issue of warrants in favor of the shareholder which subscribed to
the Company’s capital increase at that time. As a result of the capital increase
approved herein, the Company’s capital stock will increase from R$
4,156,351,976.43 to R$ 4,536,415,224.43, within the limits of authorized
capital, pursuant to article 6 of the Company’s Bylaws, and the number of shares
will increase from 372,979,642 to 396,733,595.
6. Resolutions:
The
members unanimously approved the capital increase that was the object of the
agenda.
7. Closure: There being no further
business to discuss, the Chairman brought the meeting to a close and
these minutes were drawn up in the Company’s records, read, found to be in
compliance, approved and signed by all those present. São Paulo, October 29,
2009. (Signatures) Rubens
Ometto Silveira Mello, Chairman of the Board of Directors, Pedro Isamu
Mizutani, Vice-Chairman of the Board of Directors; Burkhard
Otto Cordes; Marcelo Eduardo Martins; Roberto Rezende Barbosa; Maílson Ferreira
da Nóbrega, Serge Varsano, Marcelo de Souza Scarcela Portela and Pedro Luiz
Cerize - members of the Board of
Directors
This
is a free translation of the original drawn up in the Company's
records.
Maria
Rita de Carvalho Drummond
Secretary
Item 2.
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COSAN
LIMITED
Issuer
of BDRs
Corporate
Taxpayer's ID (CNPJ/MF):
08.887.330/0001-52
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COSAN
S.A. INDÚSTRIA
E COMÉRCIO
Corporate
Taxpayer's ID (CNPJ/MF):
50.746.577/0001-15
Corporate
Registry (NIRE): 35.300.177.045
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Notice
to the Market
COSAN
LIMITED (NYSE:CZZ; Bovespa:CZLT11) and COSAN S.A.
INDÚSTRIA E
COMÉRCIO (Bovespa: CSAN3) hereby announce that,
on this date, Cosan Limited exercised 39,589,922 subscription warrants,
equivalent to 23,753,953 new Cosan S.A. shares.
Pursuant to the Notice to the Market dated November 10,
2008, announcing the capital increase of Cosan S.A., 54,993,482 subscription warrants were granted to
Cosan Limited which sold
10,000,000
warrants on September 14,
2009, as already announced to the market.
Cosan
Limited also
intends to exercise the remaining 5,406,560 warrants, corresponding
to 3,243,936
shares, until their maturity date on December 31, 2009.
As a result of the issue of new shares,
the capital of Cosan S.A. is now divided as follows:
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Shareholder
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Common
Shares
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%
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Cosan
Limited
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250,461,187
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63.13
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Rezende
Barbosa
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44,300,389
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11.17
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Others
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101,972,019
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25.70
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Total
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396,733,595
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100.00
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São Paulo, October 29,
2009
Marcelo Martins
Chief Financial and Investor Relations
Officer
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
30, 2009
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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 and Investor Relations Officer
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