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Item 2

 

COSAN S.A. INDÚSTRIA E COMÉRCIO

Publicly-Held Company

C.N.P.J./M.F. nº 50.746.577/0001-15

N.I.R.E. 35.300.177.045

 

 

Announcement to the market

 

Result Of the Capital Increase by Private Subscription

 

São Paulo, November 10, 2008 – Cosan S.A. Indústria e Comércio (“COSAN” or “Company”) hereby announces the result of the capital increase by private subscription approved at the Board of Directors’ Meeting (“Board of Directors’ Meeting”) held on September 19, 2008, which approved the issuance of 55,000,000 common, registered, book-entry and nonpar shares, at an issue price of R$ 16.00 (sixteen reais), raising the capital stock in R$880,000,000.00.

COSAN announces that the minority shareholders exercised their subscription rights, amounting to a total of 6,518 shares which represented R$ 104,288.00 to the Company. Cosan Limited subscribed 54,993,482 shares representing R$ 879,895,712.00.

Cosan Limited, the Company’s controlling shareholder, expressed its intention at the Board of Directors’ Meeting to subscribe all unsubscribed shares of the capital increase, capitalizing COSAN with part of the resources obtained by means of its initial public offer in August of last year. The minority shareholders who expressed interest in the subscription of unsubscribed shares were able to, together with Cosan Limited, increase their participation in the Company’s share capital.

As a result of the Company’s capital increase and the subscription of unsubscribed shares, the Company informs that the composition of COSAN’s capital stock will be the following:

Shareholder		Common Shares		%
Cosan Limited		227,211,734		69.37
Others		100,336,298		30.63
Total		327,548,032		100.00

Pursuant to the Board of Directors’ Meeting, subscription warrants issued by the Company (“Subscription Warrant”) was granted as an additional benefit to the subscriber of each new share resulting from the capital increase, thus granting its holder the right to subscribe 0,6 (six tenths) of a common share until the date of its expiration, December 31, 2009. As previously disclosed in the Announcement to the Market of October 03, 2008, at this moment, the Subscription Warrants are not tradable in stock exchange. Nonetheless, the Company requested the registration for the negotiation of the Subscription Warrants to the Brazilian Securities and Exchange Commission (“CVM”) on October 07, 2008. In case such registration is approved, this will be disclosed by a new Announcement to the Market.

São Paulo, November 10, 2008.

Paulo Diniz

CFO and Investor Relations Officer

 

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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.

 

 

			COSAN LIMITED
Date:	November 11, 2008		By:	/s/ Paulo Sérgio de Oliveira Diniz
				Name:	Paulo Sérgio de Oliveira Diniz
				Title:	Chief Financial Officer and Investors Relations Officer

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