/NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./
News Release TSX: URB. URB.A,
TORONTO, Nov. 10 /CNW/ - Urbana Corporation ("Urbana") (TSX: URB, URB.A) is pleased to announce that it completed a closing relating to its previously announced short form prospectus offering (the "Offering") of units ("Units") through Blackmont Capital Inc. and National Bank Financial Inc., as co-lead agents for a syndicate including BMO Nesbitt Burns Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc., Raymond James Ltd., Scotia Capital Inc., TD Securities Inc., Cormark Securities Inc., Canaccord Capital Corporation and GMP Securities L.P. (collectively, the "Agents"). 10,536,320 Units have been sold for gross proceeds of over $20 million. A copy of the prospectus related to the Offering is available at www.sedar.com under Company Profiles - Urbana Corporation.
Each Unit sold pursuant to the Offering for 1.90 consists of one non-voting Class A share (each a "Non-Voting Class A Share") in the capital of Urbana and one-half of one Series B Non-Voting Class A Share purchase warrant (each a "Warrant"). Each whole Warrant entitles the holder to purchase one Non-Voting Class A Share at an exercise price of $2.50 until November 10, 2011. The Units separated into Non-Voting Class A Shares and Warrants immediately upon the closing today.
The net proceeds of the Offering will be used for general corporate purposes, including the purchase, directly or indirectly, of additional participations in various securities and derivatives exchanges as the opportunity arises.
Urbana has granted the agents an over-allotment option which entitles the agents to purchase additional Non-Voting Class A Shares and Warrants to a maximum of 15% of the Non-Voting Class A Shares and Warrants issued pursuant to the Offering for a period of 30 days following today's closing.
The Toronto Stock Exchange neither approves nor disapproves the information contained in this News Release.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Urbana is an investment fund corporation that is listed on the Toronto Stock Exchange. Urbana's current investment focus is acquiring interests in private and public exchange properties around the world for long-term gains. Currently, Urbana's portfolio includes shares or seats of NYSE Euronext, TMX Group, Chicago Board Options Exchange and The Bombay Stock Exchange, among others.
Caldwell Investment Management Ltd. ("CIM") is the investment manager of Urbana. Thomas S. Caldwell, the Chairman of CIM is also the Chairman and President of Urbana.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
Certain statements included in this news release constitute forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Urbana or industry results to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. When used in this news release, words such as "may", "could", "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions to the extent they relate to Urbana or CIM are intended to identify forward-looking statements. These statements reflect Urbana's and CIM's current views regarding future results or events, are based on information currently available to Urbana and CIM and speak only as of the date hereof. Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties that could cause the actual results, performance or achievements of Urbana to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These assumptions and risks include, among others, the ability of CIM to find suitable investments for Urbana; fluctuations in the value of Urbana's investments; changes in the market prices of securities in which Urbana has an interest; risks related to fluctuations in market conditions and currencies, the risk that certain exchanges may have restrictions on ownership and result in illiquid investments; the concentration of Urbana's investments in the exchange industry and among certain geographic regions or countries; risks related to foreign government policies, political or social instability and foreign withholding taxes; the risk that the offering may not be completed or if completed, will be completed on terms otherwise than as contemplated herein; the risk that certain exchanges may have restrictions on ownership and result in illiquid investments; the concentration of Urbana's investments in the exchange industry and among certain geographic regions or countries; risks related to foreign government policies, political or social instability and foreign withholding taxes; the reliance on and discretion of CIM in making investment decisions; the potentially high rate of portfolio turnover; risks related to the effect of consolidation on Urbana's competitive position; reliance on key personnel of Urbana and CIM; conflicts of interest between Urbana, CIM and other funds and portfolios managed by CIM; the possibility of termination of the investment management agreement between Urbana and CIM; the effect of alternative trading systems on exchanges in which Urbana has an interest; risks related to the fact that the Non-Voting Class A Shares may trade at a discount to the net asset value per share; risks related to the use of leverage and short-term margin borrowings; the absence of a prior public market for the Warrants; the potential decrease in the market price of Non-Voting Class A Shares and Warrants if Urbana issues additional securities; risks related to short selling; the use of options; and risks related to legal and tax matters and the regulatory environment, and other factors which are discussed in the section entitled "Risk Factors" in the prospectus, in other sections of the prospectus and in Urbana's Annual Information Form under the heading "Risk Factors". Although the forward-looking statements contained in this news release are based on what Urbana and CIM believe are reasonable assumptions, should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers should not place undue reliance on forward-looking statements. Unless required by applicable securities law, Urbana does not intend, and does not assume any obligation, to update or revise these forward-looking statements.
SOURCE URBANA CORPORATION
For further information: For further information: Elizabeth Naumovski, Investor Relations at (416) 595-9106