URBANA CORPORATION – NOTICE OF INTENTION TO PURCHASE SHARES

URBANA CORPORATION – NOTICE OF INTENTION TO PURCHASE SHARES

Toronto, Ontario – August 26, 2009 – 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 6,650,723 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 28, 2009, and will terminate on the earlier of August 27, 2010, 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 1,340,000 Class A Shares, being 2% of the 67,000,000 issued and outstanding Class A Shares as at August 26, 2009.

 

During the past twelve months, Urbana purchased 1,336,582 Class A Shares. The Class A Shares were purchased on the open market at an average purchase price per Class A Share of $1.29.

 

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 Corporation Announces Cancellation of Financing

Toronto, Ontario – July 9, 2009 – Urbana Corporation (“Urbana”) (TSX: URB/URB.A/URB.WT.A.) announced today that it is withdrawing its previously announced offering of Class A non-voting shares of Urbana (the “Offering”). Urbana has determined that due to current market conditions, the price at which it could complete the Offering would result in too much dilution to existing shareholders to justify proceeding with the 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.

 

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.

 

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

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.

 

Please contact:

 

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.

Thomas S. Caldwell – Urbana Corporation – Voting Trust Agreement Thomas S. Caldwell – Urbana Corporation – Voting Trust Agreement

Toronto, Ontario – June 5, 2009 – On March 10, 2009 certain Caldwell Financial Ltd. (“CFL”) shareholders (the “Joint Actors”) each entered into a voting trust agreement with Thomas S. Caldwell (“TSC”) which grants TSC a power of attorney to vote the Urbana Corporation (“Urbana”) common shares beneficially owned by the Joint Actors which are subject to the voting trust agreement. As the result of a change to the number of Joint Actors who are parties to a voting trust agreement, the number of common shares controlled by TSC, together with the remaining Joint Actors, has decreased from 5,501,555 common shares or 55.02% to 4,508,322 common shares or 45.08% of Urbana’s total outstanding common shares.

 

For further information, please contact Thomas S. Caldwell (416) 595-9106.

 

 

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 Corporation pleased with the Delaware court’s decision regarding the Chicago Board Options Exchange

Toronto, Ontario – June 4th, 2009 – Urbana Corporation (“Urbana”) (TSX: URB / URB.A) buys seats and shares in private and public securities exchanges in North America and around the world. Urbana’s largest private exchange investment is the 22 seats it owns on the Chicago Board Options Exchange (“CBOE”). As of last night’s close, Urbana’s CBOE investment was worth $44.85 million.

 

On Wednesday June 3rd, Judge John Noble of the Delaware Chancery Court upheld the settlement reached between the CBOE and the former members of the Chicago Board of Trade. Receipt of the Court’s affirmative decision was a significant hurdle in the CBOE’s endeavour to demutualize and transform itself into a for-profit, shareholder owned company. The details of the decision and the 30 day appeal period are available on the CBOE’s website.

 

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 Corporation Receives Final Settlement Payment from the Philadelphia Stock Exchange

Toronto, Ontario – March 31, 2009 – Urbana Corporation (“Urbana”) (TSX: URB.A) is pleased to announce that it has received the final payout from the settlement with the Philadelphia Stock Exchange (“PHLX”) and a number of its former shareholders.

 

Urbana received a payment of US$334,017 on March 25, 2009, making Urbana’s total investment return in PHLX 40%.

 

Nasdaq OMX completed the acquisition of PHLX on July 24, 2008 for $652 million in cash.

 

Urbana is an investment corporation that is listed on the Toronto Stock Exchange. Urbana’s current focus is buying memberships and shares in private and public securities exchanges in North America and around the world.

 

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.

Caldwell Financial Shareholders Purchase Urbana Common Shares From Caldwell Financial

Toronto, Ontario – March 10, 2009 – Caldwell Financial Ltd. (“CFL”) today announced that it has sold 4,000,000 common shares of Urbana Corporation (“Urbana”) in a private transaction (the “Transaction”) to the shareholders of CFL, including Thomas S. Caldwell (“TSC”) and Theodore J. P. Caldwell (“TJPC”) for $1.00 per common share in proportion to such purchasers shareholdings in CFL. The purchasers have decided that it was desirable to hold common shares in Urbana directly rather than indirectly through CFL.

 

Urbana currently has 10,000,000 common shares issued and outstanding. TSC purchased 1,744,000 of the 4,000,000 common shares sold by CFL and now owns 2,709,927 common shares, or 27.1% of Urbana’s total outstanding common shares. Prior to the Transaction, TSC owned 965,927 common shares or 9.7% of Urbana’s total outstanding common shares. TJPC purchased 880,000 of the 4,000,000 common shares sold by CFL and now owns, 1,005,114 common shares or 10.1% of Urbana’s total outstanding common shares. Prior to the Transaction, TJPC owned 125,114 common shares or 1.25% of Urbana’s total outstanding common shares. Employees of CFL (listed on the attached Schedule A) acquired the other 1,376,000 common shares of Urbana that were not purchased by TSC and TJPC and such employees, together with TJPC are, for purposes of applicable securities laws, joint actors (“Joint Actors”) with TSC. TSC, together with such Joint Actors, now own 5,501,555 common shares or 55.0% of Urbana’s total outstanding common shares. As a result of the Transaction, CFL no longer owns any Urbana common shares.

 

The common shares sold may not be sold, transferred or traded before July 10, 2009. The Joint Actors have granted TSC a right of first offer to acquire the common shares of Urbana held by them in the event such shareholders decide to sell their Urbana common shares. The Joint Actors have entered into a voting trust agreement with TSC granting TSC a power of attorney to vote the common shares.

 

Urbana is an investment corporation listed on the Toronto Stock Exchange. Urbana’s current focus is buying memberships and shares in private and public securities exchanges in North America and around the world.

 

TSC, TJPC and the Joint Actors acquired the common shares for investment purposes. TSC, TJPC and the Joint Actors may acquire additional common shares or dispose of their existing common shares on the basis of their assessment of market conditions and in compliance with all applicable securities regulatory requirements.

 

In completing the Transaction, TSC, TJPC and the Joint Actors are relying on the private agreement exemption provided in Section 100.1 of the Securities Act (Ontario).

 

Please contact Thomas S. Caldwell or Theodore J. P. Caldwell at 416-595-9106 for further information.

Urbana Corporation Releases Restricted “A” Shares & Normal Course Issuer Bid Update

Toronto, Ontario – October 1, 2008 – Urbana Corporation (“Urbana”) announces that those Urbana “A” shares, which have been restricted as to resale, now have all restrictions removed as of today.

 

The restricted Urbana “A” shares were issued as part of the December, 2007 roll-over of NYSE Euronext (“NYX”) shares, some of which were restricted as to trading until March, 2009. NYX today announced the removal of those restrictions, effective immediately, and Urbana is reflecting that action with its own shares.

 

The physical release of the restricted Urbana “A” shares may require up to a two week time period depending upon when Urbana receives “free” NYX shares. Urbana also announces that it has purchased 423,900 Urbana “A” shares, for cancellation, at a price of $1.50 as part of the company’s Normal Course Issuer Bid. Net asset value per share of Urbana’s shares as of September 30, 2008 is $2.34 per share, calculated on an after-tax basis.

 

Urbana is an investment corporation listed on the Toronto Stock Exchange. Urbana’s current focus is buying memberships and shares in private and public securities exchanges in North America and around the world.

 

On behalf of the Board,
Thomas S. Caldwell, C.M.
President

 

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

URBANA CORPORATION – NOTICE OF INTENTION TO PURCHASE SHARES

Toronto, Ontario – August 26, 2008 – 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 5,954,185 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 28, 2008, and will terminate on the earlier of August 27, 2009, 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 1,366,731 Class A Shares, being 2% of the 68,336,582 issued and outstanding Class A Shares as at August 26, 2008.

 

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.

Urbana Corporation Purchases Two Additional CBOE Memberships

Toronto, Ontario – June 9, 2008 – Urbana Corporation (“Urbana”) (TSX: URB.A) is pleased to announce that it has entered into an agreement to purchase two additional memberships in the Chicago Board Options Exchange (“CBOE”), a private entity.

 

The total cost of this purchase is approximately US$6.1 million.

 

Urbana’s exchange portfolio now holds a total of 22 CBOE memberships worth approximately CDN$67.1 million.

 

Urbana is an investment corporation that is listed on the Toronto Stock Exchange. Urbana’s current focus is buying memberships in private and public securities exchanges in North America and around the world.

 

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

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%)