 |
|---|
| As Of | Filer | Doc Filing¹ | For·On·As | Docs:Size | Issuer | | Filing Agent | |
|---|
|
|---|
6/14/22 Queluz Holdings Ltd. SC 13D 2:136K Cosan S.A. Davis Polk & … LLP 01/FA
Aguassanta Investimentos S.A.³
Aguassanta Negocios S.A.³
Rio Das Pedras Acoes³
Rubens Ometto Silveira Mello³
1: SC 13D Statement of Acquisition of Beneficial Ownership by an "Active"
Investor -- HTML: 72K| SC 13D | 1st Page of 15± | Queluz Holdings Ltd. - SC 13D - re: Cosan S.A. | No Page-Breaks | | Line 62:
Cosan S.A.
(Name of Issuer) ... | | Line 116:
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. | | Line 247:
(1) This percentage is calculated
based on 1,868,617,585 common shares, no par value, outstanding as of May 4, 2022 , as reported by Cosan S.A. in its annual report on Form
20-F filed with the Securities and Exchange Commission on May 16, 2022 . | | Line 268: NAME OF REPORTING PERSONS
Aguassanta Investimentos S.A.
| | Line 369:
(1) This percentage is calculated based on 1,868,617,585 common shares, no par value, outstanding as of May 4, 2022 , as reported by Cosan
S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on May 16, 2022 .
| | Line 389: NAME OF REPORTING PERSONS
Aguassanta Negócios S.A.
| | Line 490:
(1) This percentage is calculated based on 1,868,617,585 common shares, no par value, outstanding as of May 4, 2022 , as reported by Cosan
S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on May 16, 2022 .
| | Line 611:
(1) This percentage is calculated based on 1,868,617,585 common shares, no par value, outstanding as of May 4, 2022 , as reported by Cosan
S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on May 16, 2022 .
| | Line 731:
(1) This percentage is calculated
based on 1,868,617,585 common shares, no par value, outstanding as of May 4, 2022 , as reported by Cosan S.A. in its annual report on Form
20-F filed with the Securities and Exchange Commission on May 16, 2022 . | | Line 747:
This statement on Schedule 13D relates to common
shares, no par value (the “Shares”) of Cosan S.A. (the “Issuer”), a corporation (sociedade anônima)
of indefinite term incorporated under the laws of Brazil, having its registered office in the city of São Paulo, state of São ... | | Line 756: This statement amends and restates the statement
on Schedule 13D filed by the Reporting Persons (as defined below) and certain other entities controlled by Mr. Rubens Ometto Silveira
Mello (“Mr. Mello”) relating to the Class A common shares, par value $0.01 of the Issuer’s predecessor, Cosan Limited,
on October 29, 2008 , as last amended by Amendment No. 9 to the statement on Schedule 13D filed on June 14, 2018 . On March 8, 2021 , the
Cosan group completed an internal reorganization whereby Cosan S.A. became the successor in interest to Cosan Limited. Pursuant to Rule
13d-1(j) under the Exchange Act, in presenting this statement, the Reporting Persons have relied on the Issuer’s annual report on ... | | Line 766: The following entities were controlled by Mr.
Mello: Queluz Holdings Limited, a business company organized under the laws of the British Virgin Islands (“Queluz”), Rio
das Pedras Ações, an equities fund organized under the laws of Brazil (“Rio das Pedras”), Usina Bom Jesus S.A.
Açúcar e Álcool, a corporation (sociedade anônima) of indefinite term incorporated under the laws of
Brazil (“UBJ”) and MSOR Participações S/A, a corporation (sociedade anônima) of indefinite term
incorporated under the laws of Brazil (“MSOR”). As a result of internal corporate reorganizations, MSOR merged into
UBJ, which in turned merged into Aguassanta Participações S.A. (“AS Participações”). In
addition, Aguassanta Investimentos S.A., a corporation (sociedade anônima) of indefinite term incorporated under the laws
of Brazil (“AS Investimentos”), and Aguassanta Negócios S.A., a corporation (sociedade anônima) of indefinite
term incorporated under the laws of Brazil (“AS Negócios”), were incorporated as subsidiaries of AS Participações
and into which AS Participações contributed its entire equity interest in the Issuer. As a result, Queluz, AS Investimentos,
AS Negócios and Rio das Pedras are now the Issuer’s shareholder entities controlled by Mr. Mello. | | Line 791: ...
(a) This Schedule 13D is being filed jointly on behalf of each of (i) Queluz, (ii) AS Investimentos, (iii) AS Negócios, (iv) Rio
das Pedras and (v) Mr. Mello (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing ... | | Line 800: ...
(b) The address of the principal office of Queluz is Mercy Building, 2nd floor, Purcell Estate, Road Town, Tortola, British Virgin Islands.
The address of the principal office of AS Investimentos is Rua Cezira Giovanoni Moretti, 955, 2nd floor, Piracicaba, SP 13414-157, Brazil.
The address of the principal office of AS Negócios is Rua Cezira Giovanoni Moretti, 955, 2nd floor, Piracicaba, SP 13414-157, Brazil.
The address of the principal office of Rio das Pedras is Rua Cezira Giovanoni Moretti, 955, 2nd floor, Piracicaba, SP 13414-157, Brazil.
The business address for Mr. Mello is Av. Brigadeiro Faria Lima, 4100 – 16th floor, São Paulo, SP 04538-132, Brazil. The
name, business address, present principal occupation or employment, principal business address of such employer (if not Queluz, AS Investimentos,
AS Negócios or Rio das Pedras) and citizenship of each director and controlling person of Queluz, AS Investimentos, AS Negócios
or Rio das Pedras is set forth in Schedule A. | | Line 811: ...
(c) Each of Queluz, AS Investimentos and AS Negócios is a holding company, and Rio das Pedras is an equities fund, which principal
business is investing in securities of the Issuer and its affiliates. Mr. Mello is the chairman of the board of the directors of the Issuer
and the controlling shareholder of each of Queluz, AS Investimentos, AS Negócios and Rio das Pedras.
| | Line 832: ...
(f) Queluz is organized under the laws of the British Virgin Islands. Each of AS Investimentos, AS Negócios and Rio das Pedras
is organized under the laws of Brazil. Mr. Mello is natural person holding Brazilian citizenship. | | Line 867:
Mr. Mello is the chairman of the board of the
directors of the Issuer and the controlling shareholder of each of Queluz, AS Investimentos, AS Negócios and Rio das Pedras. Each
of the Shares entitles its holder to one vote. Mr. Mello controls 35.98% of the Issuer’s issued and outstanding share capital and ... | | Line 898: ... or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore
(i) sales or acquisitions of assets or businesses, or extraordinary corporate transactions, such as a merger (including transactions in
which affiliates of Reporting Persons may be proposed as acquirers or as a source of financing), (ii) changes to the Issuer's capitalization
or dividend policy, (iii) changing the present board of directors of the Issuer, including changing the number or term of board members ... | | Line 932: ...
(ii) AS Investimentos beneficially owns, and has shared power to vote or dispose of 562,682,406 Shares, representing 30.11% of the outstanding
Shares of the Issuer; ... | | Line 951: ...
(v) Mr. Mello beneficially owns, and has shared power to vote or dispose of 672,312,942 Shares, representing 35.98% of the outstanding
Shares of the Issuer (by virtue of his beneficial ownership and control of Shares owned by Queluz, AS Investimentos, AS Negócios
and Rio das Pedras). | | Line 998:
Exhibit 1: Deed
of Merger Cosan Limited and Cosan S.A. (incorporated by reference to Exhibit 4.13 of Cosan S.A.’s annual report on Form 20-F for
the year ended December 31, 2020) . | | Line 1,004:
Exhibit 2: English
translation of the Merger and Justification Protocol between Cosan Limited and Cosan S.A. (incorporated by reference to Exhibit 4.14 of
Cosan S.A.’s annual report on Form 20-F for the year ended December 31, 2020) .
| | Line 1,091:
AGUASSANTA INVESTIMENTOS S.A.
| | Line 1,147:
AGUASSANTA NEGÓCIOS S.A.
| | Line 1,352: CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE
OFFICERS OF
AGUASSANTA INVESTIMENTOS S.A.
| | Line 1,357:
The name, business address, title, present principal
occupation or employment of each of the directors and executive officers of Aguassanta Investimentos S.A. (“AS Investimentos”)
are set forth below. If no business address is given, the director’s or officer’s business address is Av. Brigadeiro Faria
Lima, 4100 – 16th floor, São Paulo, SP 04538-132, Brazil. Unless otherwise indicated, each occupation set forth opposite
an individual’s name refers to AS Investimentos. All of the persons listed below are citizens of Brazil.
| | Line 1,431: CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE
OFFICERS OF
AGUASSANTA NEGÓCIOS S.A.
| | Line 1,436:
The name, business address, title, present principal
occupation or employment of each of the directors and executive officers of Aguassanta Negócios S.A. (“AS Negócios”)
are set forth below. If no business address is given, the director’s or officer’s business address is Av. Brigadeiro Faria ... | | Line 1,516: The name, business address, title, present principal
occupation or employment of each of the directors and executive officers of Rio das Pedras Ações (“Rio das Pedras”)
are set forth below. If no business address is given, the director’s or officer’s business address is Rua Cezira Giovanoni ... |
2: EX-99.3 Exhibit 3 -- HTML: 15K | EX-99.3 | 1st Page of 2± | Queluz Holdings Ltd. - SC 13D - re: Cosan S.A. | No Page-Breaks | | Line 44: In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common shares of Cosan S.A. and further agree that this Joint Filing Agreement shall be included
as an exhibit to such joint filings. | | Line 127:
AGUASSANTA INVESTIMENTOS S.A.
| | Line 187:
AGUASSANTA NEGÓCIOS S.A.
|
| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: /A | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | EX-99 | Miscellaneous Exhibit. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
|
