Urbana Corporation Announces Updated Management and Advisory Agreement
December 06 2019 - 5:23PM
Urbana Corporation (“Urbana” or the “Corporation”) (TSX & CSE:
URB & URB.A) today announced that it has entered into an
updated management and advisory agreement (the “Updated Management
Agreement”) with its manager, Caldwell Investment Management Ltd.
(“CIM”).
The independent directors of the Corporation
(the “Independent Committee”) acting as a committee of the
Corporation’s Board reviewed and oversaw the negotiation of the
Updated Management Agreement, including the investment management
fees paid to CIM as the investment manager of Urbana thereunder.
The Independent Committee engaged Crosbie & Company Inc., an
independent financial advisory firm, to provide an analysis and
comparison of the investment management fees paid to CIM by Urbana
with arm’s length compensation arrangements for other investment
vehicles in Canada comparable to the Corporation. The Independent
Committee also had independent legal advice.
Following a recommendation of the Independent
Committee, the Board approved the Updated Management Agreement,
pursuant to which, effective January 1, 2020 (i) investment
management fees payable to CIM will increase from 1.5% to 2.0% of
the market value of the Corporation’s investment portfolio; (ii)
with the exception of normal course issuer bid purchases, CIM will
pay a fee to cover all charges for brokerage, trade execution and
other necessary investment-related services rendered directly or
indirectly for the benefit of the Corporation by Caldwell
Securities Ltd. (“CSL”); and (iii) termination requires 12 months
prior notice (previously 60 days), which notice, in the case of
CIM, cannot be provided until 2021. The
Independent Committee determined, based on among other factors
advice from Crosbie & Company Inc. that the updated Management
Agreement is reasonable to the shareholders of
Urbana.
Thomas S. Caldwell, the CEO and President, and a
director, of the Corporation who beneficially owns directly or
indirectly or exercises control or direction over approximately
44.4% of the outstanding Common Shares of the Corporation, is also
the owner of 38.5% of CIM and CSL and Urbana owns 20% of both CIM
and CSL.
A copy of the Updated Management Agreement will
be made available under the Corporation’s profile on SEDAR at
www.sedar.com.
For further information contact:Elizabeth
NaumovskiInvestor Relations(416)
595-9106
enaumovski@urbanacorp.com
Forward-Looking Statements
Certain statements 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 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.
150 KING ST. W., SUITE 1702, TORONTO,
ONTARIO M5H 1J9 TEL:
416-595-9106 FAX: 416-862-2498
info@urbanacorp.com www.urbanacorp.com
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