Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Cosan Limited (“Cosan”) was incorporated in Bermuda on April 30, 2007. Cosan’s class A common shares are traded on the New York Stock
Exchange, or “NYSE,” (ticker—CZZ). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan. Cosan controls its subsidiaries Cosan S.A. and Cosan Logística S.A. (“Cosan Logística”)
through a 59.29% and 73.46% interest, respectively. Cosan, Cosan S.A., Cosan Logística and its subsidiaries are collectively referred to as the “Company.”
On January 3, 2019, the Company acquired 14,228,134 of our Class A common shares pursuant to a tender offer at a purchase price of U.S.$8.88 per
share, for a total cost of R$473,456 excluding fees and other related expenses. These shares represented 9.6% of the issued and outstanding Class A common stock of Cosan Limited as of December 31, 2018. The shares purchased included
2,966,873 additional shares that Cosan Limited elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding Class A common shares. After giving effect to the purchase, we had 134,115,534 outstanding
Class A common shares remaining. On September 30, 2019, the Company purchased 10,244,806 of its class A common shares pursuant to a public offering and a purchase price of $ 15.5 per share, with a total cost of R$654,217 excluding taxes and
other related expenses. After the purchase effect, 125,477,259 class A shares are outstanding. The Company’s share acquisitions during the period totaled R$1,127,673 (Note 15).
On March 28, 2019, Rumo SA (“Rumo”) won the International Competition (Bidding) for the North-South Railroad, through an economic bid of
R$2,719,530, conducted by the National Land Transportation Agency (“ANTT”), whose scope is the subconcession of the public rail freight service associated with the operation of the railway network infrastructure located between Porto
Nacional / TO and Estrela d´Oeste / SP, in the stretches between (i) Porto Nacional / TO and Anápolis / GO; and (ii) Ouro Verde de Goiás / GO and Estrela d’Oeste / SP. The concession agreement guarantees the right
to operate the railway network for a period of 30 years from the date of signature on July 31, 2019 (Note 10.3).
On April 24, 2019, we
announced the cancellation of 32,239,807 Class A common shares held in treasury, representing 11.91% of Cosan Limited’s capital stock. After giving effect to the cancellation, we had 142,115,534 total Class A common shares remaining
(Note 15).
On May 31, 2019, the São Paulo State Sanitation and Energy Regulatory Agency (“ARSESP”), resolved on the 4th Ordinary
Tariff Review regarding the update of Comgás subsidiary rates, applied from that date, on all segments. The annual adjustment consists essentially of the inflation replacement (IGP-M) and the transfer
of the gas and transportation cost variation, as defined by Petrobras. The process of the 3rd Tariff Review, contractually scheduled to take place in May 2014, remains unfinished.
On June 11, 2019, the Board of Directors of Comgás, with the assent of the Fiscal Council, considering that the capital stock became excessive for
the normal development of the subsidiary Comgás business and for the achievement of its corporate purpose, approved the proposal reduction of the subsidiary Comgás capital stock, in the amount of R$1,500,000 without cancellation of shares,
maintaining unchanged the percentage of the shareholders’ interest in the subsidiary Comgás capital stock, with the refund in cash to the shareholders of part of the your actions. At the date of approval of these interim financial
statements, the aforementioned capital reduction process had not yet been implemented, and the subsidiary Comgás capital stock remained unchanged compared to the immediately preceding period.
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