Cosan Limited offer to Exchange Common Shares of Cosan S.A. Insustria e Comercio Investor Relations March 2008 |
Disclaimer The registration statement on Form F-4, which has been filed with the U.S. Securities and Exchange Commission ("SEC") to register Cosan Limited (the "Company") shares to be issued in the proposed exchange offer (the "Transaction"), and the related prospectus contain important information about the Company, Cosan S.A. Industria e Comercio ("Cosan"), the Transaction and related matters. The Company has also filed, and intends to continue to file, additional relevant materials with the SEC. Investors will be able to obtain copies of the offering document and other documents from the SEC's Public Reference Room at 100 F Street N.E., Washington D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The documents may also be obtained from the website maintained by the SEC at http://www.sec.gov, which contains reports and other information regarding registrants that file electronically with the SEC. The Company has also filed certain documents with the Comissao de Valores Mobiliarios, the Brazilian securities commission, which are available on the CVM's website at http://www.cvm.gov.br. YOU ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. This material was prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. Likewise it does not give and should not be treated as giving investment advice. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. It should not be regarded by recipients as a substitute for the exercise of their own judgment. Any opinions expressed in this material are subject to change without notice. The Company is not under obligation to update or keep current the information contained herein. In addition institutions mentioned in this material, their affiliates, agents, directors, partners and employees may make purchases and/or sales as principal or may act as market makers in connection with securities issued by the Company, and provide investment baking or other services to the Company. The Company, the Intermediary Institution and their respective affiliates, agents, directors, partners and employees accept no liability whatsoever for any loss or damage of any kind arising out of the use of all or any part of this material. 2 |
Disclaimer This material is intended solely for the use of such persons and in such jurisdictions as is permitted under applicable law. Furthermore, you should consult with your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make your own investment, hedging and trading decision (including decisions regarding the suitability of this Transaction) based upon your own judgment and advice from such advisers as you deem necessary and not upon any view expressed in this material. As used herein, "Holding Entity" means any entity that is not a resident of Brazil, has no assets other than Cosan shares or shares of one or more companies whose sole assets are Cosan shares, has not engaged, directly or indirectly, in any business other than the holding of the Cosan shares, has no, direct or indirect, liabilities, contingent or otherwise, and that, directly or indirectly, individually or as part of a group, holds its Cosan shares as an investment under Brazilian law No. 4,131/62. The documents may also be obtained from the websites set forth below: Cosan Limited: www.cosanlimited.com.br Cosan S.A.: www.cosan.com.br Banco Santander S.A.: www.superbroker.com.br SEC: www.sec.gov 3 |
Offering Summary Description o Cosan Limited Offer to Exchange Common Shares of Cosan S.A. Industria e Comercio Securities o Offering registered with SEC - Only for investors resident in the United States and Holding Entities Commissions o Offering registered with CVM - For all other investors o Class A common shares (one vote per share) - listed on the New York Stock Exchange under the symbol "CZZ" o Brazilian Depositary Receipts (BDRs / Class A) (one vote per BDR) - listed on the Sao Paulo Stock Exchange Securities - (BOVESPA), under the symbol "CZLT11" Cosan Limited o Class B2 common shares (ten votes per share and subject to three-year lock-up) - not listed and will not be listed on the NYSE, the BOVESPA or any other securities exchange (offered only to holders of Cosan S.A. common shares as of July, 26, 2007) Securities - o Common shares listed on the BOVESPA, under the symbol "CSAN3" (one vote per Cosan S.A. share) Exchange o One share of Cosan Limited per one share of Cosan S.A. (1:1) Rate o <1/3 - All Qualifying Shares tendered will be accepted for exchange and Cosan will remain listed on the Novo Mercado segment of the BOVESPA o <1/3 � All Qualifying Shares tendered will be accepted for Possible exchange and Cosan will remain listed on the Novo Mercado Exchange Offer segment of the BOVESPA Results (by level of o Between 1/3 and 2/3 - Cosan Limited will be able to acceptance) exchange the Qualifying Shares on a pro rata basis and Cosan will remain listed on the Novo Mercado segment of the BOVESPA o >2/3 - All Qualifying Shares tendered will be accepted for exchange and the Company intends to delist the Cosan shares from the Novo Mercado segment of the BOVESPA, but Cosan S.A. will continue to be a publicly traded Company listed on the BOVESPA o Price o R$ 22.00 per share 4 |
Offering Description Cosan Limited Offer to Exchange Common Shares of Cosan S.A. Industria e Comercio Brazil Abroad -------------------------------------- -------------------------------------- The Cosan Shares (CSAN3) can be exchanged for: o Class A common shares issued by Cosan Limited o Class A common shares in the form of Brazilian Depositary Receipts issued by the Cosan Limited ("BDRs") o Class B2 shares issued by Cosan Limited - Solely in the case of persons who were shareholders of record of Cosan S. A. as of the close of trading on July 26, 2007 - Limited to the amount of shares held on July 26, 2007 and confirmed in the settlement on July 31, 2007 - For three years years after August 16, 2007, holders of Class B2 shares may not convert such shares into Class A shares or transfer less than all of the Class B2 shares they own - No liquidity 5 |
Ownership Structure Current Capital Structure After the Exchange Offer (2) --------------------------------------- ------------------------------------- (1) Shares held through Queluz Holdings Limited, a British Virgin Islands company, and Usina Costa Pinto S.A. Acucar e Alcool, a Brazilian corporation, both indirectly controlled by our controlling shareholder. (2) Assuming that all of Cosan S.A.'s shareholders exchange common shares issued by Cosan S.A. for Cosan Limited's class A common shares. If all of the Cosan shareholders were to exchange their shares for our class B series 2 common shares, instead of Cosan Limited's class A common shares, 52.2% of the voting power of Cosan Limited's share capital would be held by the public, with the remaining 47.8% held by Mr. Rubens Ometto Silveira Mello. Based on the facts and circumstances, this would not represent a change of control under U.S. GAAP. 6 |
Timetable - US residents and Holding Entities Date Time Event -------------------------------------------------------------------------------- Mar. 6 - Notice publishing Apr. 4 17:00 NYT (18:00BRT) Submission deadline Apr. 11 17:00 NYT (18:00BRT) Transfer to CBLC portfolios deadline Apr. 14 12:00 NYT (13:00BRT) Order in the Megabolsa system Apr. 14 15:00 NYT (16:00BRT) Auction Apr. 17 - Confirmation of full attendance by Santander Apr. 17 - Settlement - BDR Apr. 22 - Settlement - class A and B2 shares -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- MARCH 2008 APRIL 2008 -------------------------------------------------------------------------------- MON TUE WED THU FRI MON TUE WED THU FRI 3 4 5 6 7 1 2 3 4 1 2 18 19 20 21 1 2 27 28 29 30 10 11 12 13 14 7 8 9 10 11 3 4 5 6 7 22 23 24 25 26 Relevant date 5 6 7 8 9 33 34 35 36 37 17 18 19 20 21 14 15 16 17 18 X Regular day 8 9 10 11 FM 27 28 29 30 31 12 13 14 15 16 40 41 42 43 44 X Business days 24 25 26 27 28 21 22 23 24 25 X Calendar days 12 13 14 15 16 FN 32 33 34 35 19 20 21 22 23 47 48 49 50 51 31 28 29 30 17 36 37 38 26 54 55 56 7 |
Technical Information Cosan S.A. Industria e Comercio CSAN3 | ISIN Code: BRCSANACNOR6 Company CNPJ No: 50.746.577/0001-15 CSAN3 | Sedol Code: B0P72G5 Information CVM No: 19836 Cosan Limited BDR | ISIN Code: BRCZLTBDR009 Offeror CNPJ/MF N(0): 08.887.330/0001-52 CZZ | Sedol Code: B0P72G5 Information CVM N(0): 80071 CBLC's For exchange for Class A Shares: 7104-8 Portfolio Number For exchange for Class B2 Shares: 7201-0 For exchange for BDRs: 7105-6 MEGABOLSA For exchange for Class A Shares: Code CSAN12L System's For exchange for Class B2 Shares: Code CSAN13L Code For exchange for BDRs: Code CSAN3L 8 |
Procedures - U.S. Offering -------------------------------------------------------------------------------------------------------------------------- Only for U.S. Residents and Holding Entities -------------------------------------------------------------------------------------------------------------------------- Resolution 2,689 Investors Law 4,131 Investors -------------------------------------------------------------------------------------------------------------------------- BDR X X -------------------------------------------------------------------------------------------------------------------------- o Register with the Brazilian Broker o Register with the Brazilian Broker or any other Broker authorized to conduct o Deliver duly completed and signed U.S. Form of trades on the Sao Paulo Stock Exchange Acceptance and all required documentation to the Class A o Deliver duly completed and signed U.S. Form Intermediary Institution of Acceptance and all required documentation to theIntermediary Institution o Cause CSAN3 shares to be transferred to CBLC's specific portfolio o Broker will register order in MEGABOLSA system on the Auction Date -------------------------------------------------------------------------------------------------------------------------- o Register with the Brazilian Broker or any other o Register with the Brazilian Broker Broker authorized to conduct trades on the Sao o Deliver duly completed and signed U.S. Form of Paulo Stock Exchange Acceptance and all required documentation to Class B2 o Deliver duly completed and signed U.S. Form of the Intermediary Institution Acceptance and all required documentation to the Intermediary Institution o Cause CSAN3 shares to be transferred to CBLC's specific portfolio o Broker will register order in MEGABOLSA system on the Auction Date -------------------------------------------------------------------------------------------------------------------------- All documents signed outside Brazil must be notarized and guaranteed. If you are tendering the shares of a Holding Entity, you must include with the U.S. Form of Acceptance certificates representing the Holding Entity shares duly endorsed for transfer 9 |
Required Information for Qualifying ------------------------------------------------------------------------------------------------------------ Brazil residents Resolution 2,689 investors Law 4,131 Investors --------------------------------------------------------------------------------------------------------------------------- BDR X X X --------------------------------------------------------------------------------------------------------------------------- o Investor tax ID in Brazil o Investor tax ID in U.S. o Investor tax ID in U.S. o Name of the Financial Institution(1) o Investor tax ID in Brazil o Investor tax ID in Brazil Member of DTC o CVM registration number o Number of shares to be o DTC Number of the Financial Institution o RDE - Portfolio number exchanged o DTC investor's account number o Name of the Financial o IED number Class A o Duly completed and signed Form of Institution(2) Member of DTC o Name of the Financial Acceptance(1) o DTC Number of the Financial Institution(1) Member o Required documentation in the Form Institution of DTC o DTC investor's account number o DTC Number of the Duly completed and signed Form Financial Institution of Acceptance(2) o DTC investor�s account o Required documentation in number the Form o Duly completed and signed o Form W8 Ben/ W9 Form of Acceptance(1) o Required documentation in the Form o Form W8 Ben/W9 --------------------------------------------------------------------------------------------------------------------------- o Investor tax ID in Brazil o Investor tax ID in U.S. o Investor tax ID in U.S. o Duly completed and signed Form of o Investor tax ID in Brazil o Investor tax ID in Brazil Acceptance(1) o CVM registration number o Number of shares to be o Required documentation in the Form o RDE- Portfolio number exchanged o Duly completed and signed Form o IED number of Acceptance(1) o Duly completed and Class B2 o Required documentation in the signed Form Form of Acceptance(1) o Form W8 Ben/ W9 o Required documentation in the Form o Form W8 Ben/W9 --------------------------------------------------------------------------------------------------------------------------- (1) U.S. Broker authorized to conduct trades on the NYSE (2) For U.S residents and Holding Entities - U.S. Form of Acceptance All other investors - Brazilian Form of Acceptance 10 |
Contacts Intermediary Institution Banco Santander S.A. c/o Santander Investment Securities Inc. 45 East 53rd Street New York, NY 10022 9th Floor Operations Attention: Neil Iorio, Vincent Valenza and Julio Toro Ref: Santander Brasil S/A Corretora de Titulos e Valores Mobiliarios (Cosan tender) Telephone Numbers: U.S.: (001) (866) 215-3028 Brazil: (55)(11) 3012-6070 Telephone hours of operation: 8:00 a.m. - 11:00 a.m. New York time (9:00 a.m. - 12:00 p.m. Sao Paulo time) and 1:00 p.m. - 5:00 p.m. New York time (2:00 p.m. - 6:00 p.m. Sao Paulo time) 11 |
Cosan Limited offer to Exchange Common Shares of Cosan S.A. Insustria e Comercio Investor Relations March 2008 |