Proactive Investors – Urbana Corp see potential big win from CSE investment amid challenging regulatory landscape

Urbana Corporation Patners Invests in Real Matters Inc.

Toronto, Ontario – Wednesday December 18, 2013 – Urbana Corporation (“Urbana”) (TSX: URB.A) is pleased to announce its investment of $4.5 million in a private financing for Real Matters Ins. (“Real Matters”).

 

“We are enthusiastic about this opportunity for Urbana to invest in the industry that Real Matters is reinventing,” says, Thomas S. Caldwell, Chairman of Urbana Corporation. “Urbana’s shareholders participated in the growth of the securities exchange sector as new entrants transformed and dominated the industry by automating what had previously been manual processes. We believe that Real Matters has demonstrated the potential to lead a similar transformation in the multi-billion dollar mortgage appraisal and property insurance assessment markets.”

 

“We welcome Urbana as an investor,” says Real Matters Founder & President, Jason Smith. “With a successful history of investing in private enterprises which have evolved into public companies we are thrilled to be partnering with Urbana as we accelerate our growth plans.” (Real Matters Press Release Enclosed) PDF

 

On behalf of the Board of Directors,

Thomas S. Caldwell, C.M.

 

FOR FURTHER INFORMATION PLEASE CONTACT:Elizabeth Naumovski, Investor Relations, Tel: (416) 595-9106

 

 

About Urbana Corporation

 

Urbana Corporation is a closed-end investment company whose portfolio now combines publicly traded and private holdings, with a current focus on financial services.

 

 

About Real Matters Inc.

 

Serving the North American mortgage industry through its Solidifi offering and the property and casualty (P&C) insurance industry through its iv3 CUS business, Real Matters creates powerful insights into residential and commercial properties. Leveraging its cloud-based technology platform, redihive™, the organization provides its customers with subject matter expertise garnered through partnerships with more than 26,000 field agents, comprised of Solidifi independent appraisers as well as iv3 insurance inspectors. Established in 2004, Real Matters’ Canadian head office is located in Markham, Ontario and its U.S. head office in Buffalo, NY. Additional information about Real Matters is available at www.realmatters.com.

 

 

Forward-Looking Statements

 

Certain statements in this press 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 and or Dundee to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Unless required by applicable securities law, Urbana does not assume any obligation to update these forward-looking statements.

Urbana Corporation Partners with Radar Capital Inc.

Toronto, Ontario – Monday, October 21, 2013 – Urbana Corporation (“Urbana”) (TSX: URB.A) is pleased to announce that it has partnered with a new private equity firm, Radar capital Inc. (“Radar Capital”).

 

Radar Capital’s initial focus is investing in late stage private companies that are looking for a partner to bring them towards a liquidity event within one to three years. Radar Capital’s founder is Mark Lerohl, a career investment banker who has spent most of the last decade focused on transactions and financings for Canadian private companies.

 

Mark brings over 15 years of experience and significant corporate, investment banking, legal and accounting relationships to Radar Capital.

 

“Canadian entrepreneurs will definitely benefit from Urbana’s partnership with and support of Radar Capital,” said Mark Lerohl.

 

Urbana has partnered with Radar Capital providing operating capital to the Company as well as a lead order to the first fund of $5 million dollars.

 

Two of Urbana’s directors, Thomas S. Caldwell and George D. Elliott have also been appointed to the Board of Radar Capital along with Mark Lerohl.

 

Urbana’s Chairman, Thomas S. Caldwell, states, “Urbana Corporation sees private financing as an important component in Urbana’s portfolio. Mark has the experience and capability to drive this initiative.”

 

On behalf of the Board of Directors,

Thomas S. Caldwell, C.M.

 

FOR FURTHER INFORMATION PLEASE CONTACT:Urbana Corporation, Elizabeth Naumovski, Investor Relations, Tel: (416) 595-9106Radar Capital, Mark Lerohl, President, Tel: (416) 708-3202, mlerohl@radarcapital.ca

 

Forward-Looking Statements

 

Certain statements in this press 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 and or Dundee to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Unless required by applicable securities law, Urbana does not assume any obligation to update these forward-looking statements.

Dundee Corporation Joins Urbana Corporation in Making a Strategic Investment in CNSX Markets Inc.

Toronto, Ontario – September 30, 2013 – Dundee Corporation (“Dundee”) (TSX: DC.A),Urbana Corporation (“Urbana”) (TSX: URB.A) and CNSX Markets Inc. (“CSNX) are please to announce that Dundee has closed a strategic investment in CNSX, operator of the Canadian National Stock Exchange and Pure Trading. The terms of the transaction were not release by the companies. In conjuction with the investment, Mr. Ned Goodman, President and CEO of Dundee, has joined the CNSX Board as Deputy Chariman

 

Thomas Caldwell, President and CEO of Urbana,and CNSX Chariman said, “We are pleased to welcome a business leader of Ned’s stature to the Board. With his contribution we expect to accelerate the steady growth CNSX has seen this year, as we continue to enhance CNSX’s role as the ‘Exchange for Entrepreneurs’ in Canada.”

 

Ned Goodman commented, “I have been impressed for some time with CNSX’s approach to helping entrepreneurs access the public capital markets in Canada. The CNSX model reduces the time and expense companies face in going public, and in maintaining a listing, along with a high level of continuous disclosure. As a lifelong entrepreneur I have no problem encouraging and inviting the management and boards of entrepreneurial Canadian public companies to consider the benefits of a CNSX lsiting.”

 

Richard Carleton, CNSX CEO, said, “We have a number of programmes coming over the next several months designed to support the capital formation process for early stage companies which will enhance the resources CNSX makes available to our issuers and the investment community”.

 

Key CNSX Markets facts:

• CNSX Markets is a full service exchange with 180 equity issues, 18 debt instruments, and 7 structured products – recently surpassing 200 issues for the first time;

• Junior mining exploration companies represent over 50% of the issuers listed by sector;

• Companies in knowledge-based industries (IT, clean tech, and life sciences) now comprise nearly 20% of the equities on CNSX;

• Simple, fixed listing fees: $12,500 for application and $500 per month;

• The only Canadian exchange to offer real-time quotes on Google Finance.

To learn more, email CNSX Markets at info@cnsx.ca or visit www.cnsx.ca and on Twitter @CNSX_News

 

FOR FURTHER INFORMATION PLEASE CONTACT:Dundee Contact:
Ned Goodman
President and Chief Executive Officer
Dundee Corporation
(416) 365-5665Lucie Presot
Vice President and Chief Financial Officer
Dundee Corporation
(416) 365-5157Urbana Contact:
Thomas S. Caldwell
Chief Executive Officer Urbana Corporation
(416) 595-9106Elizabeth Naumovski
Investor Relations
Urbana Corporation
(416) 595-9106CNSX Markets Contact:
Richard Carleton
Chief Executive Officer
CNSX Markets Inc.
(416) 367-7360

 

ABOUT DUNDEE CORPORATION

 

Dundee Corporation is a public Canadian independent holding company listed on the Toronto Stock Exchange (“TSX”) under the symbol “DC.A”. Through its operating subsidiaries, Dundee Corporation is engaged in diverse business activities in the areas of its core competencies including investment advisory and corporate finance, energy, resources, agriculture, real estate and infrastructure. Dundee Corporation also holds, directly and indirectly, a portfolio of investments mostly in these core focus areas, as well as other select investments in both publicly listed and private companies.

 

 

ABOUT URBANA CORPORATION

 

Urbana Corporation is a closed-end investment company with current interests across the financial services sector from exchanges to banks to broker dealers and investment managers. The goal of Urbana Corporation is to generate long term asset growth through a combination of public and private investments. The mix of an actively managed, liquid portfolio with private equity investments ensures non committed assets are productively employed as we seek out and evaluate opportunities in the non-public sphere. Many of the latter investments take time to mature and typically encompass high risk/high return characteristics. Urbana Corporation, as a result of its permanent capital base, has both the scope and flexibility to act quickly as opportunities arise.

 

 

ABOUT CNSX MARKETS INC.

 

CNSX Markets Inc. (“CNSX”) is a Canadian company established in 2001 that operates the Canadian National Stock Exchange. The company was recognized as a stock exchange by the Ontario Securities Commission in 2004. CNSX provides listing and trading services to a wide range of Canadian and international issuers by offering low fees and innovative continuous disclosure features designed to minimize regulatory costs while improving the quality of information available to investors. With more than 200 securities listed, and 88 participating dealers, CNSX is an attractive and growing venue for issuers of equity and debt securities from all business sectors.

 

 

Forward-Looking Statements

 

Certain statements in this press 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 and or Dundee to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Unless required by applicable securities law, Urbana does not assume any obligation to update these forward-looking statements.

URBANA CORPORATION – NOTICE OF INTENTION TO PURCHASE SHARES

Toronto, Ontario – August 27, 2013 – Urbana Corporation (“Urbana”) (TSX: URB.A) announced today that the Toronto Stock Exchange (the “TSX”) has accepted its notice of intention to conduct a normal course issuer bid to enable it to purchase up to 5,394,023 of its non-voting Class A shares (the “Class A Shares”), representing 10% of the public float, pursuant to TSX rules.

 

Purchases under the bid may commence on August 29, 2013, and will terminate on the earlier of August 28, 2014, the date Urbana completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX or the date of notice by Urbana of termination of the bid. Purchases will be made on the open market by Urbana through the facilities of the TSX in accordance with the rules and policies of the TSX. Caldwell Securities Ltd. will make all purchases pursuant to the bid on behalf of Urbana. The price that Urbana will pay for any such shares will be the market price of such shares on the TSX at the time of acquisition. Class A Shares purchased under the bid will be cancelled. Urbana will not purchase in any given 30 day period, in the aggregate, more than 1,087,720 Class A Shares, being 2% of the 54,386,000 issued and outstanding Class A Shares as at August 27, 2013.

 

Pursuant to a previous notice of intention to conduct a normal course issuer bid accepted by the TSX on August 25, 2013 for the period of August 29, 2012 to August 28, 2013, Urbana has purchased 5,989,067 Class A Shares on the open market at an average purchase price of $1.1816 per share.

 

To the knowledge of Urbana, no director, senior officer or other insider of Urbana currently intends to sell any Class A shares under the bid. However, sales by such persons through the facilities of the TSX may occur if the personal circumstances of any such person change or if any such person makes a decision unrelated to the bid. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.

 

Urbana believes that the market price of its Class A Shares at certain times may be attractive and that the purchase of Class A Shares from time to time would be an appropriate use of corporate funds in light of potential benefits to remaining shareholders.

 

 

Please contact Elizabeth Naumovski, Investor Relations at 416-595-9106 for further information.

 

 

Forward-Looking Statements

 

Certain statements in this press 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 to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Unless required by applicable securities law, Urbana does not assume any obligation to update these forward-looking statements.

Urbana Corp: Buying $1.00 For $0.55

By: Frank Voisin

 

Urbana Corp (URNAF.PK) is a Canadian investment fund with holdings in the financial services sector. The fund also trades on the TSX under URB and URB.A. I track Urbana’s holdings, share repurchases and NAV each week on this Google Docs spreadsheet, which updates values of URB’s public holdings in real time.

 

There are a lot of things to like about Urbana as compared to other funds. First, it is managed in a completely transparent manner, with complete holdings being updated on a weekly basis which allows for easy valuation. Compare this to other funds which show only the top holdings on a quarterly basis!

 

Second, the company and its manager, Tom Caldwell, are open to shareholder communication and quick to respond to any queries. He wrote a candid memo outlining his perspective and plans for the fund here which is worth a read.

 

Third, the funds holdings: approximately 19% of the fund is devoted to non-public holdings, which include investments like the Bombay Stock Exchange, the Budapest Stock Exchange, and the Minneapolis Grain Exchange. The investments were available to URB as a result of Caldwell’s connections, and have historically been one of URB’s major selling points. In fact, the difficulty in getting access to these investment opportunities is a major reason URB historically traded at a healthy premium to its NAV.

 

The rest of the fund is invested in major public companies in the financial sector, including CBOE Holdings (CBOE), NYSE Euronext (NYX), Bank of America (BAC), Morgan Stanley (MS), Manulife Financial (MFC) and Sun Life Financial (SLF). There are also a small number of energy and commodity firms such as Barrick Gold (ABX) and Canadian Oil Sands (COS), which act as an inflation hedge.

 

Given the fund’s holdings, it is hardly surprising that the recession was tough on the fund, leading to a decline in NAV from $3.23/share at the beginning of 2008 to a low of $1.60 in May, 2012. The result is that investors fled the stock, causing its share price’s historical premium to NAV (once a healthy 50 – 70%!) to become a discount of approximately 45% today, despite a rebound in NAV to $2.66. Translation: buying URB today is equivalent to buying $1 for $0.55.

 

If the story ended here, one might be justifiably wary. After all, discounts to NAV can persist for many years and erode the investor’s annualized return. Thankfully, the story does not end here, with several near-term catalysts.

 

First, as URB’s largest shareholder (and controller of the fund’s voting shares), Caldwell is feeling the same pain as existing shareholders and is actively working to rectify the discount to NAV by aggressively repurchasing shares. Over the last three years, he has repurchased 23.1 million shares, or 26.5% of the shares outstanding. Due to the Toronto Stock Exchange’s misguided regulations, he is limited to repurchasing no more than 10% in any given 12 months via a normal course issuer bid unless he launches a substantial issuer bid which would necessitate the sale of a major asset to fund. In my communications with Caldwell, he has stated that he does not want to do this, but would consider it if there was a “big win” in the portfolio that freed up significant cash.

 

There are several potential “big wins” in the portfolio. First, URB’s second largest holding is NYX which is in the midst of being acquired by IntercontinentalExchange (ICE). Shares of NYX Will convert to ICE shares at a rate of 0.2581 ICE per 1 NYX share. NYX is still trading at a significant discount to ICE shares (after conversion, ICE is trading 7.2% higher). Given that this transaction is slated to close before the end of 2013, this presents a strong annualized return, which could explain why Caldwell is still holding NYX shares. Once this completes, Caldwell could liquidate URB’s ICE holdings and use this cash for a substantial issuer bid.

 

The second possible catalyst is that URB’s largest private holding, the Bombay Stock Exchange, is planning on an IPO in 2013 and seeking a $1 billion valuation, to “pave the way for nearly 6,000 investors to cash out.” This may be pushed out a year, but it is now a stated goal for the BSE to do an IPO, so this should be expected sooner rather than later, and once it occurs URB will find itself with significant cash to put to work, and Caldwell has already stated a “big win” like this could lead to a substantial issuer bid.

 

The third possible catalyst is that URB’s largest holding, CBOE, is increasingly looking like an attractive takeover target now that it has successfully negotiated a renewal on its monopoly over S&P index futures (OEX).

 

Note that URB has approximately $60 million in tax deferrals with which to offset gains from any of the above catalysts.

 

Even if none of these catalysts emerge, investors have little downside. The discount to NAV serves as strong protection from a permanent loss of capital while investors wait patiently as Caldwell continues to maximize the allowable share repurchases under the NCIB. So, heads you win big (nearly 100% upside and growing), tails you don’t lose much (if at all).

 

As URB is currently near a three year low relative to its NAV, I believe this is a great opportunity to buy good assets cheaply.

 

 

DISCLAIMER: The following report was prepared by an outside source, independent from the management of Urbana Corporation. This report is being provided for information purposes only.

Net Assets per share
as of July 25, 2025
$11.89
URB STOCK TSX: URB-A
$6.84 -0.01 (-0.15%)
URB STOCK TSX: URB
$6.97 +0.07 (+1.01%)