Urbana Corporation Files Preliminary Prospectus
Toronto, Ontario – June 15, 2009 – Urbana Corporation (“Urbana”) (TSX: URB/URB.A) has filed a preliminary short form prospectus with Canadian securities administrators providing for the offering of units (“Units”). Each Unit will be comprised of one non-voting Class A Share (“Non-Voting Class A Share”) in the capital of Urbana and a number of Non-Voting Class A Share purchase warrants (“Warrant”) to be determined prior to filing the final prospectus, which will entitle the holder of a Warrant to buy at any time after closing one Non-Voting Class A Share at a price and for a time period to be determined in the context of the market prevailing when the final prospectus is filed. A copy of the preliminary prospectus is available at www.sedar.com under Company Profiles – Urbana Corporation.
The offering is being marketed on behalf of Urbana by Blackmont Capital Inc. and National Bank Financial Inc., as co-lead agents together with a syndicate including BMO Capital Markets Corp., CIBC World Markets Inc., Cormark Securities Inc., Raymond James Ltd., Scotia Capital Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corp. and GMP Securities L.P.
Urbana intends to use the net proceeds of the offering to purchase equity shares in the National Stock Exchange of India Limited (the “NSE”). Urbana’s investment manager, Caldwell Investment Management Ltd. (“CIM”), has entered into a non-binding term sheet with a large Indian financial intermediary to facilitate the acquisition by Urbana from existing NSE shareholders of up to 5% of the equity shares of the NSE. Urbana expects to be able to acquire NSE shares within a reasonable time following the closing of its current prospectus offering.
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.
CIM is the investment manager of Urbana. Thomas S. Caldwell, the Chairman of CIM is also the Chairman and President of Urbana.
Elizabeth Naumovski, Investor Relations at 416-595-9106 for further information.
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; risks arising from Urbana’s material interest in Indian stock exchanges; the term sheet with the large Indian financial intermediary is non-binding and there can be no assurance that the understandings reflected in the non-binding term sheet with the large Indian financial intermediary will result in a completed transaction or that the large Indian financial intermediary will agree to or be successful in facilitating a transaction resulting in the acquisition of NSE shares by Urbana; the risk that the purchase of the NSE shares or other acquisitions may not be completed or if completed, will be completed on terms and conditions different from those currently contemplated by Urbana and CIM or otherwise described herein; if NSE shares are not available on terms acceptable to Urbana, the net proceeds of the offering will be used for the purchase of interests in other securities or derivatives exchanges; 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; risks arising from Urbana’s material interest in Indian stock exchanges, in particular should Urbana acquire interests in the NSE as currently contemplated; 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 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 preliminary prospectus, in other sections of the preliminary 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.