As filed with the Securities and Exchange Commission on May 30, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 1-33659
COSAN LIMITED
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into English)
Bermuda
(Jurisdiction of incorporation or organization)
Av. Faria Lima, 4,100 16th floor
São Paulo SP, 04543-011, Brazil
(55)(11) 3897-9797
(Address of principal executive offices)
Marcelo Eduardo Martins
(55)(11) 3897-9797
ri@cosan.com
Av. Faria Lima, 4,100 16th floor
São Paulo SP, 04543-011, Brazil
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered | |
Class A Common Shares | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of December 31, 2017 was:
Title of Class |
Number of Shares Outstanding | |
Class A Common Shares, par value $.01 per share |
146,867,137 | |
Class B series 1 Common Shares, par value $.01 per share |
96,332,044 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ | U.S. GAAP |
☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ | Other |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
EXPLANATORY NOTE
We are amending our Annual Report on Form 20-F for the fiscal year ended December 31, 2017 (the Annual Report as originally filed with the U.S. Securities and Exchange Commission (the SEC) on April 27, 2018) for the purpose of (1) filing with the SEC the financial statements for the fiscal years ended March 31, 2018, 2017 and 2016 of Group Raízen composed by Raízen Energia and Raízen Combustíveis as Exhibit 13.3; and (2) amending our Annual Report to provide disclosure in relation to purchases of our equity securities by us or our affiliates in 2017 by amending and restating Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers as set forth below.
Other than set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the Annual Report as originally filed with the SEC. As a result, this Form 20-F/A does not reflect any events that may have occurred after the Annual Report was filed on April 27, 2018.
PART II
ITEM 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
The following table reflects purchases of our equity securities by us or our affiliates in 2017.
Months |
Total Number of Class A Common Shares Purchased (1) |
Average Price Paid per Class A Common Share in U.S.$ (1) |
Total Number of Class A Common Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number (or Approximate Dollar Value) of Class A Common Shares that May Yet Be Purchased Under the Plans or Programs |
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January 2017 |
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February 2017 |
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March 2017 |
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April 2017 |
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May 2017 |
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June 2017 |
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July 2017 |
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August 2017 |
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September 2017 |
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October 2017 |
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November 2017 |
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December 2017 |
22,025,248 | 9.65 | | | ||||||||||||
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Total |
22,025,248 | 9.65 | | | ||||||||||||
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(1) | On December 22, 2017, we acquired 22,025,248 Class A common shares pursuant to a tender offer at a purchase price of U.S.$9.65 per share, for a total cost of approximately U.S.$212.5 million, excluding fees and other related expenses. For further information on our tender offer, please see Item 4. Information on the CompanyA. History and Development of the CompanyHistory and Item 7. Major Shareholders and Related Party TransactionsA. Major ShareholdersCosan Limited. |
PART III
Item 17. | Financial Statements |
We have responded to Item 18 in lieu of responding to this Item.
Item 18. | Financial Statements |
See our audited consolidated financial statements beginning on page F-1 of the Annual Report.
Item 19. | Exhibits |
We are filing the following documents as part of this annual report on Form 20-F:
* Portions of this item have been omitted pursuant to a request for confidential treatment.
** Filed herewith.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on Form 20-F on its behalf.
COSAN LIMITED | ||
By: | /s/ Marcelo Eduardo Martins | |
Name: |
Marcelo Eduardo Martins | |
Title: |
Chief Financial Officer |
Date: May 30, 2018