Preferred Shares
The Series A Preferred Shares are listed on the TSX and NYSE under the trading symbols JE.PR.U and "JE PR A", respectively. The following
table sets forth certain trading information for the Series A Preferred Shares for the periods indicated.
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TSX
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NYSE
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Period(1)
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High (US$)
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Low (US$)
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Volume
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High (US$)
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Low (US$)
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Volume
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2017
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February 16 to 28
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25.30
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24.68
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58,935
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25.05
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24.75
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381,825
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March
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25.00
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24.20
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21,458
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25.07
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24.05
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594,591
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April
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27.01
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25.02
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32,465
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27.19
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25.08
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1,131,084
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May 1
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27.15
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27.15
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100
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27.70
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26.50
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40,673
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Note:
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(1)
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High
and low price based on intraday high and low trading prices. Source for TSX data in the above table is the TSX. Source for NYSE data in the above table is
Capital IQ.
On
May 1, 2017, the closing price of the Series A Preferred Shares on the TSX and the NYSE was US$27.15 and US$26.50, respectively.
MATERIAL TAX CONSIDERATIONS
Certain Canadian Federal Income Tax Considerations
In the opinion of Fasken Martineau DuMoulin LLP, Canadian counsel to Just Energy, and Miller Thomson LLP, Canadian counsel to FBR,
the following is a summary of the principal Canadian federal income tax considerations under the
Income Tax Act
(Canada)
(the "
Tax Act
"), generally applicable to a Non-Resident Holder (as defined below), who acquires Series A Preferred Shares as
beneficial owner pursuant to this Prospectus Supplement and who, at all relevant times, for the purposes of the Tax Act, holds their Series A Preferred Shares as capital property, deals
at arm's length with the Corporation, and is not affiliated with the Corporation. This summary does not apply to a Non-Resident Holder who has entered or will enter into a "derivative forward
agreement" as that term is defined in the Tax Act with respect to Series A Preferred Shares.
This
summary is generally applicable to a holder of Series A Preferred Shares who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed
to be, resident in Canada for the purposes of the Tax Act or any applicable income tax treaty or convention; and (ii) does not and will not use or hold, and is not and will not be deemed
to hold, the Series A Preferred Shares in connection with carrying on a business in Canada (a "
Non-Resident Holder
"). This summary does
not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere and such Non-Resident Holders should consult their own tax advisors.
Series A
Preferred Shares will generally be considered to be capital property to a Non-Resident Holder unless either (i) the Non-Resident Holder holds the Series A
Preferred Shares in the course of carrying on a business of buying and selling securities or (ii) the Non-Resident Holder has acquired the Series A Preferred Shares in a transaction or
transactions considered to be an adventure in the nature of trade.
This
summary is based on facts set out in this prospectus, the current provisions of the Tax Act and the regulations thereunder
(the "
Regulations
") in force as of the date hereof, counsel's
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understanding
of the current administrative policies and assessing practices of the Canada Revenue Agency (the "
CRA
") made publicly available
prior to the date hereof, and all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof
(the "
Proposed Amendments
") and assumes that all Proposed Amendments will be enacted as proposed. No assurances can be given that the Proposed
Amendments will be enacted or will be enacted as proposed. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law or the administrative policies
or assessing
practices of the CRA, whether by judicial, legislative, governmental or administrative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or
considerations, which may differ significantly from those discussed herein.
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder and no
representations with respect to the income tax consequences to any particular holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly,
prospective investors in Series A Preferred Shares should consult their own tax advisors with respect to their own particular circumstances.
Dividends
Under the Tax Act, dividends on Series A Preferred Shares or Common Shares acquired by a Non-Resident Holder as Common Share
Conversion Consideration that are paid or credited or deemed to be paid or credited to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the
dividends, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which
the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Tax
Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend. Further, where a
Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Tax Convention (1980), as amended, is generally exempt from
income taxation in the United States, and is operated exclusively to administer or provide pension, retirement or employee benefits, such dividends are generally exempt from Canadian
withholding tax.
Redemptions
If the Corporation redeems Series A Preferred Shares or otherwise acquires or cancels Series A Preferred Shares (other than by a
purchase by the Corporation of the shares in the open market in the manner in which shares are normally purchased by any member of the public in the open market), the Non-Resident Holder will be
deemed to have received a dividend equal to the amount, if any, paid by the Corporation in excess of the paid-up capital (as determined for purposes of the Tax Act) of such shares at
such time and will be subject to withholding tax as described above under the heading "Dividends". The amount of any deemed dividend will not be included in computing the Non-Resident Holder's
proceeds of disposition for purposes of computing the capital gain or capital loss arising on the disposition of such shares. See "Disposition of Series A Preferred
Shares" below.
Conversion
Generally, a Non-Resident Holder who converts Series A Preferred Shares into Common Shares (or Common Shares and cash delivered in
lieu of a fraction of a Common Share) pursuant to the Change of Control Conversion Right will be deemed not to have disposed of the Series A Preferred Shares and, accordingly, will not be
considered to realize a capital gain (or capital loss) on such conversion. Under the current administrative practice of the CRA, a Non-Resident Holder who, upon conversion of a Series A
Preferred Share, receives cash not in excess of CDN$200 in lieu of a fraction of a Common Share may either treat this amount as proceeds of disposition of a portion of the Series A Preferred
Share, thereby realizing a capital gain (or capital loss), or reduce the adjusted cost base of the Common Shares that the Non-Resident Holder receives on the conversion by the amount of the
cash received.
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The cost to a Non-Resident Holder of the common shares received on the conversion of Series A Preferred Shares will be deemed to be equal to the
Non-Resident Holder's adjusted cost base of the converted Series A Preferred Shares immediately before the conversion. For the purpose of computing the adjusted cost base to a Non-Resident
Holder of each common share acquired on the conversion of a Series A Preferred Share, the cost of such common share must be averaged with the adjusted cost base to such Non-Resident Holder of
all other common shares (if any) held by the Non-Resident Holder as capital property immediately prior to the conversion.
The
exchange of Series A Preferred Shares for Alternative Form Consideration may result in a disposition of such Series A Preferred Shares. See "Disposition of
Series A Preferred Shares or Common Shares" below.
Disposition of Series A Preferred Shares or Common Shares
Upon the redemption or other disposition of Series A Preferred Shares or Common Shares, the Non-Resident Holder will realize a capital
gain (or capital loss) in the taxation year of the disposition equal to the amount by which the Non-Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, exceed
(or are exceeded by) the adjusted cost base to the Non-Resident Holder of the Series A Preferred Shares or Common Shares immediately before the disposition or deemed disposition. The
amount of any deemed dividend arising on the redemption by the Corporation of Series A Preferred Shares will not be included in computing the Non-Resident Holder's proceeds of disposition for
purposes of computing the capital gain (or capital loss) arising on the disposition of such Series A Preferred Shares. See "Redemptions" above.
A
Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of Series A
Preferred Shares or Common Shares, unless such Series A Preferred Shares or Common Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident
Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.
As
long as such Series A Preferred Shares and Common Shares are then listed on a designated stock exchange (which currently includes the NYSE and TSX), the Series A
Preferred Shares and Common Shares generally will not constitute taxable Canadian property of a Non-Resident Holder, unless (a) at any time during the 60-month period immediately preceding the
disposition or deemed disposition of the Series A Preferred Shares or Common Shares: (i) 25% or more of the issued shares of any class or series of the share capital of the Corporation
were owned by, or belonged to, one or any combination of (x) the Non-Resident Holder, (y) persons with whom the Non-Resident Holder did not deal at arm's length (within the meaning of
the Tax Act) and (z) partnerships in which the Non-Resident Holder or a person referred to in (y) holds a membership interest directly or indirectly through one or more
partnerships; and (ii) more than 50% of the fair market value of the Series A Preferred Shares was derived directly or indirectly from one or any combination of: (A) real or
immovable property situated in Canada; (B) Canadian resource property (as defined in the Tax Act); (C) timber resource property (as defined in the Tax Act),
or (D) options in respect of, or interests in, or for civil law rights in, property described in any of (A) through (C) above, whether or not such property exists; or
(b) the Series A Preferred Shares are otherwise deemed under the Tax Act to be taxable Canadian property.
If
the Series A Preferred Shares or Common Shares are taxable Canadian property to a Non-Resident Holder, any capital gain realized on the disposition or deemed disposition of
such Series A Preferred Shares or Common Shares may not be subject to Canadian federal income tax pursuant to the terms of an applicable income tax treaty or convention between Canada and the
country of residence of a Non-Resident Holder. Non-Resident Holders whose Series A Preferred Shares are taxable Canadian property should consult their own tax advisors.
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Table of Contents
Certain United States Federal Income Tax Considerations
The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder
(as defined below) arising from and relating to the acquisition, ownership, disposition and conversion of Series A Preferred Shares acquired and any common shares received in respect of
our Series A Preferred Shares pursuant to this prospectus supplement.
This
summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may
apply to a U.S. Holder arising from or relating to the acquisition, ownership, disposition and conversion of Series A Preferred Shares or the common shares received upon conversion. In
addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such
U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal
or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift,
U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, disposition and conversion of Series A Preferred Shares or the common
shares received upon conversion. In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. Each prospective U.S. Holder
should consult its own tax advisors regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and
non-U.S. tax consequences relating to the acquisition, ownership, disposition and conversion of Series A Preferred Shares and the common shares received upon conversion.
No
legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U.S. federal
income tax consequences of the acquisition, ownership, disposition and conversion of Series A Preferred Shares and the common shares received upon conversion. This summary is not binding on the
IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is
based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.
Scope of this Summary
Authorities
This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (whether final,
temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Canada-U.S. Tax Convention, and U.S. court decisions that are available as of
the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or
prospective basis, which could affect the U.S. federal income tax considerations described in this summary. Except as provided herein, this summary does not discuss the potential effects of any
proposed legislation.
U.S. Holders
For purposes of this summary, the term "U.S. Holder" means a beneficial owner of our stock that is for U.S. federal income
tax purposes:
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-
a citizen or individual resident of the United States;
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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the
United States, any state thereof or the District of Columbia;
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an estate whose income is subject to U.S. federal income taxation regardless of its source; or
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a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for
all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
Non-U.S. Holders
For purposes of this summary, a "non-U.S. Holder" is a beneficial owner of our stock that is not a U.S. Holder or a partnership.
This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from or relating to the acquisition, ownership, disposition and conversion of
Series A Preferred Shares or the common shares received upon conversion. Accordingly, a non-U.S. Holder should consult its own tax advisors regarding the U.S. federal,
U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of
any income tax treaties) relating to the acquisition, ownership, disposition and conversion of Series A Preferred Shares and the common shares received upon conversion.
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed
This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special
provisions under the Code, including, but not limited to U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other
tax-deferred accounts; (b) are financial institutions, underwriters,
insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a
mark-to-market accounting method; (d) have a "functional currency" other than the U.S. dollar; (e) own Series A Preferred Shares or common shares as part of a straddle,
hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) acquired Series A Preferred Shares or common shares in
connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold Series A Preferred Shares or common shares other than as a capital asset within
the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to the alternative minimum tax; or (i) own or have owned or will own
(directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Corporation. This summary also does not address the U.S. federal income
tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a
resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Series A
Preferred Shares or common shares in connection with carrying on a business in Canada; (d) persons whose Series A Preferred Shares or common shares constitute "taxable Canadian property"
under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special
provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal
alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership, disposition and conversion of
Series A Preferred Shares and the common shares received upon conversion.
If
an entity or arrangement that is classified as a partnership (or other "pass-through" entity) for U.S. federal income tax purposes holds our stock, the
U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such
partners (or owners). This summary does not address the tax consequences to any such entity or owner. Partners (or other owners) of entities or arrangements that are classified as
partnerships or as "pass-through" entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and
relating to the acquisition, ownership, and disposition of our stock by the partnership.
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Ownership and Disposition of Series A Preferred Shares and Common Shares to the Extent that the
Passive Foreign Investment Company Rules do not Apply
The following discussion is subject, in its entirety, to the rules described below under the heading "Passive Foreign Investment
Company Rules".
Distributions to U.S. Holders
A U.S. Holder that receives a distribution, including a constructive distribution, with respect to Series A Preferred Shares
(including constructive distributions and amounts received upon conversion of the Series A Preferred Shares attributable to accrued and unpaid dividends that are treated as taxable
distributions for U.S. federal income tax purposes) or common shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any
Canadian income tax withheld from such distribution) to the extent of the current or accumulated "earnings and profits" of the Corporation, as computed for U.S. federal income tax purposes. To
the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Corporation, such distribution will be treated first as a tax-free return of capital to the extent of a
U.S. Holder's tax basis in the Series A Preferred Shares or common shares and thereafter as gain from the sale or exchange of such Series A Preferred Shares or common shares.
(See "Sale or Other Taxable Disposition of Series A Preferred Shares or Common Shares" below). However, the Corporation does not intend to maintain the calculations of its earnings and
profits in accordance with U.S. federal income tax principles, and each U.S. Holder therefore should assume that any distribution by the Corporation with respect to the Series A
Preferred Shares or common shares will constitute ordinary dividend income. Dividends received on Series A Preferred Shares or common shares will not be eligible for the "dividends received
deduction". Subject to applicable limitations and provided the Corporation is eligible for the benefits of the Canada-U.S. Tax Convention or the Series A Preferred Shares and common
shares are readily tradable on a United States securities market, dividends paid by the Corporation to non-corporate U.S. Holders, including individuals, generally will be eligible for
qualified dividend treatment and the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the
Corporation not be classified as a PFIC in the tax year of distribution or in the preceding tax year. If the Corporation is a PFIC, a dividend generally will be taxed to a U.S. Holder at
ordinary income tax rates. The dividend rules are complex, and each U.S. Holder should consult its own tax advisors regarding the application of such rules.
Sale or Other Taxable Disposition of Series A Preferred Shares or Common Shares
Upon the sale or other taxable disposition of Series A Preferred Shares (other than a conversion of the Series A Preferred Shares
into common shares) or common shares received upon the conversion of such Series A Preferred Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the
difference between the U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Holder's tax basis in such Series A Preferred Shares or
common shares sold or otherwise disposed of. A U.S. Holder's tax basis in Series A Preferred Shares generally will be such U.S. Holder's U.S. dollar cost for such
Series A Preferred Shares, and a U.S. Holder's tax basis in the common shares will generally be as described in "Conversion of the Series A Preferred Shares into
Common Shares." Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series A
Preferred Shares have been held for more than one year.
Preferential
tax rates currently apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term
capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
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Conversion of the Series A Preferred Shares into Common Shares
As a general rule, a U.S. Holder will not recognize any gain or loss in respect of the receipt of common shares (other than any common
shares received in respect of accrued and unpaid dividends, as described below) upon the conversion of the Series A Preferred Shares in the event of a Change of Control. The adjusted tax basis
of such common shares received upon conversion will equal the adjusted tax basis of the Series A Preferred Shares converted (reduced by the portion of adjusted tax basis allocated to any
fractional share of common shares exchanged for cash, as described below), and the holding period of such common shares received upon conversion will generally include the period during which the
converted Series A Preferred Shares was held prior to conversion.
Cash
received in lieu of a fractional common share will generally be treated as a payment in a taxable exchange for such fractional common share, and capital gain or loss will be
recognized on the receipt of cash in an amount equal to the difference between the amount of cash received and the amount of adjusted tax basis allocable to the fractional common share. Any cash
received that is attributable to accrued and unpaid dividends on the Series A Preferred Shares will generally be treated as described above under "Distributions to
U.S. Holders." Furthermore, although it is not free from doubt, we intend to treat common shares received in respect of accrued and unpaid dividends on the Series A Preferred Shares as
described above under "Distributions to U.S. Holders." The adjusted tax basis of any common shares received upon conversion in the event of a Change of Control that is attributable
to accrued and unpaid dividends will equal its fair market value at the time it is distributed and its holding period will begin on the day following the distribution. Each U.S. Holder should
consult its tax advisor to determine the specific tax treatment of the receipt of cash or shares in respect of accrued and unpaid dividends on the Series A Preferred Shares.
Adjustment of Conversion Rate
The conversion rate of the Series A Preferred Shares applicable upon a Change of Control is subject to adjustment under certain
circumstances. U.S. Treasury regulations promulgated under Section 305 of the Code would treat a U.S. Holder of the Series A Preferred Shares as having received a
constructive distribution includable in such U.S. Holder's income in the manner described above under "Distributions to U.S. Holders," if and to the extent that certain
adjustments to the fixed conversion rates increase the proportionate interest of a U.S. Holder in our assets or earnings and profits. For example, an increase in the fixed conversion rates to
reflect a taxable dividend to holders of common shares will generally give rise to a deemed taxable dividend to the holders of the Series A Preferred Shares to the extent of our current and
accumulated earnings and profits. In addition, an adjustment to the fixed conversion rates of the Series A Preferred Shares or a failure to make such an adjustment could potentially give rise
to constructive distributions to U.S. Holders of our common shares. Thus, under certain circumstances, U.S. Holders may recognize income in the event of a constructive distribution even
though they may not receive any cash or property. Adjustments to the fixed conversion rates made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing
dilution in the interest of the U.S. Holders of the Series A Preferred Shares, however, will generally not be considered to result in a constructive dividend distribution.
Passive Foreign Investment Company Rules
If the Corporation were to constitute a "passive foreign investment company" ("PFIC") for any year during a U.S. Holder's holding period,
then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership, disposition and conversion of
Series A Preferred Shares or the common shares received
upon conversion. Based on current business plans and financial expectations, the Corporation expects that it should not be a PFIC for its current tax year and expects that it should not be a PFIC for
the foreseeable future. No opinion of legal counsel or ruling from the IRS concerning the status of the
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Corporation
as a PFIC has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the
tax year in question, and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing
interpretations. Consequently, there can be no assurance that the Corporation has never been, and will not become, a PFIC for any tax year during which U.S. Holders hold Series A
Preferred Shares or common shares.
In
any year in which the Corporation is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury
Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can
assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS
Form 8621 annually.
The
Corporation generally will be a PFIC if, after the application of certain "look-through" rules with respect to subsidiaries in which the Corporation holds at least 25% of the value
of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Corporation for such tax year is passive income (the "income test") or (b) 50% or more of the value
of the Corporation's assets either produce passive income or are held for the production of passive income (the "asset test"), based on the quarterly average of the fair market value of such
assets. "Gross income" generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and "passive income"
generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business
gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation's commodities are stock in trade or inventory,
depreciable property used in a trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.
If
the Corporation were a PFIC in any tax year during which a U.S. Holder held Series A Preferred Shares or common shares, such U.S. Holder generally would be
subject to special rules with respect to "excess distributions" made by the Corporation on the Series A Preferred Shares or common shares and with respect to gain from the disposition of
Series A Preferred Shares or common shares. An "excess distribution" generally is defined as the excess of distributions with respect to the Series A Preferred Shares or common shares
received by a U.S. Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from the Corporation during the shorter of the three preceding tax
years, or such U.S. Holder's holding period for the Series A Preferred Shares or common
shares, as applicable. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the Series A Preferred Shares or common shares
ratably over its holding period for the Series A Preferred Shares or common shares, as applicable. Such amounts allocated to the year of the disposition or excess distribution would be taxed as
ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to
underpayments of tax would apply.
While
there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including the "QEF Election" under Section 1295 of
the Code and the "Mark-to-Market Election" under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner. U.S. Holders should
be aware that, for each tax year, if any, that the Corporation is a PFIC, the Corporation can provide no assurances that it will satisfy the record keeping requirements or make available to
U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to the Corporation or any subsidiary that also is classified as a PFIC.
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U.S. Holders
should consult their own tax advisors regarding the potential application of the PFIC rules to the acquisition, ownership, disposition and conversion of
Series A Preferred Shares or the common shares received upon conversion, and the availability of certain U.S. tax elections under the PFIC rules.
Additional Considerations
Additional Tax on Passive Income
Certain U.S. Holders that are individuals, estates or trusts (other than trusts that are exempt from tax) will be subject to a 3.8% tax
on all or a portion of their "net investment income", which includes dividends on the Series A Preferred Shares and common shares, and net gains from the disposition of the Series A
Preferred Shares and common shares. Special rules apply to PFICs.
U.S. Holders that are individuals, estates or trusts should consult their own tax advisors regarding the applicability of this tax to any of their income or gains in respect of the
Series A Preferred Shares and common shares.
Receipt of Foreign Currency
The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of
Series A Preferred Shares or common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt
(regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would
be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method
of tax accounting. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign
currency.
Foreign Tax Credit
Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with
respect to dividends paid on the Series A Preferred Shares or common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for
such Canadian income tax. Generally, a credit will reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a
U.S. Holder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by
a U.S. Holder during a year.
Complex
limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder's U.S. federal
income tax liability that such U.S. Holder's "foreign source" taxable income bears to such U.S. Holder's worldwide taxable income. In applying this limitation, a U.S. Holder's
various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source". Generally, dividends paid by a foreign corporation should be treated
as foreign source for this purpose. However, and subject to certain exceptions, a portion of the dividends paid by a foreign corporation will be treated as U.S. source income for
U.S. foreign tax credit purposes, in proportion to its U.S. source earnings and profits, if U.S. persons own, directly or indirectly, 50 percent or more of the voting power
or value of the foreign
corporation's common shares. If a portion of any dividends paid with respect to the Series A Preferred Shares or common shares are treated as U.S. source income under these rules, it may
limit the ability of a U.S. Holder to claim a foreign tax credit for Canadian withholding taxes
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imposed
in respect of such dividend. In addition, the amount of a distribution with respect to the Series A Preferred Shares or common shares that is treated as a "dividend" may be lower for
U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. With respect to gains
recognized on the sale of stock of a foreign corporation by a U.S. Holder, such gains are generally treated as U.S. source for purposes of the foreign tax credit. These limitations are
calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisors regarding the
foreign tax credit rules.
Backup Withholding and Information Reporting
Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with
respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are
U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial
accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial
instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. U.S. Holders may be subject to these
reporting requirements unless their Series A Preferred Shares and common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these
information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS
Form 8938.
Payments
made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Series A
Preferred Shares or common shares will generally be subject to information reporting and backup withholding tax at the rate of 28% if a U.S. Holder (a) fails to furnish such
U.S. Holder's correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is
notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such
U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject
to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any
amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder's U.S. federal income tax liability, if any, or will be refunded, if
such U.S. Holder furnishes required information to the IRS in a timely manner.
The
discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A
failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to
assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION,
OWNERSHIP, AND DISPOSITION OF SERIES A PREFERRED SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR
CIRCUMSTANCES.
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RISK FACTORS
An investment in the Series A Preferred Shares involves a high degree of risk. You should carefully read the
following risks and other information contained in and incorporated by reference into this Prospectus Supplement and the accompanying Prospectus before deciding to invest in the Series A
Preferred Shares. Such risks and uncertainties could materially and adversely affect our business, financial condition and results of operations. In that event, the value of our securities, including
the Series A Preferred Shares, or our ability to meet our obligations under the Series A Preferred Shares, may be adversely affected. The following information is a summary only of
certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Prospectus Supplement, the
accompanying Prospectus, and in the documents incorporated by reference therein. The risks described in this Prospectus Supplement, the accompanying Prospectus and in the documents incorporated by
reference therein describe certain currently known material factors, any of which could have a material adverse effect on the Corporation's business, financial condition and results of operations. If
any of such risks occur, it could have a material adverse effect on the business, financial condition and results of operations of the Corporation and on the trading price of the Series A
Preferred Shares, which could materially decline, and investors may lose all or part of their investment. Additional
risks and uncertainties of which the Corporation is currently unaware or that are unknown or that it currently deems to be immaterial could also have a material adverse effect on the Corporation's
business, financial condition and results of operations. The Corporation cannot assure you that it will successfully address any or all of these risks. There is no assurance that any risk management
steps taken will avoid future loss due to the occurrence of any of the risks described in this Prospectus Supplement, the accompanying Prospectus, and in the documents incorporated by reference
therein, or other unforeseen risks.
Risks Related to the Series A Preferred Shares
Dividends paid on the Series A Preferred Shares to a U.S. Holder (or other Non-Resident
Holder) may be subject to Canadian withholding tax.
Since we are incorporated in Canada, dividends on Series A Preferred Shares paid or credited or deemed to be paid or credited to a
Non-Resident Holder (as defined under "Material Tax ConsiderationsCertain Canadian Federal Income Tax Considerations") will be subject to Canadian withholding tax at the rate of
25% of the gross amount of the dividends, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between
Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the
Canada-United States Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of
such dividend. See "Material Tax ConsiderationsCertain Canadian Federal Income Tax Considerations".
The Series A Preferred Share represent perpetual equity interests in us.
The Series A Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for
payment of a principal amount at a particular date. As a result, holders of the Series A Preferred Shares may be required to bear the financial risks of an investment in the Series A
Preferred Shares for an indefinite period of time. In addition, the Series A Preferred Shares will rank junior in right of payment to all our existing and future indebtedness (including
indebtedness outstanding under the Credit Facility), our 6.75% convertible unsecured senior subordinated debentures maturing on December 31, 2021 (the "
6.75%
Convertible Debentures
"), our
5.75% Convertible Debentures, our US$150 million 6.5% European-focused senior unsecured convertible bond (the "
6.5% Eurobond
") and any
indebtedness to our trade creditors) and other
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liabilities,
and any other senior securities we may issue in the future with respect to assets available to satisfy claims against us.
The Series A Preferred Shares have not been rated.
We have not sought to obtain a rating for the Series A Preferred Shares, and the Series A Preferred Shares may never be rated. It
is possible, however, that one or more rating agencies might independently determine to assign a rating to the Series A Preferred Shares or that we may elect to obtain a rating of the
Series A Preferred Shares in the future. In addition, we may elect to issue other securities for which we may seek to obtain a rating. If any ratings are assigned to the Series A
Preferred Shares in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect
the market for or the market value of the Series A Preferred Shares. Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised
downward or withdrawn entirely at the discretion of the issuing rating agency. A rating is not a recommendation to purchase, sell or hold any particular security, including the Series A
Preferred Shares. Ratings do not reflect market prices or suitability of a security for a particular investor and any future rating of the Series A Preferred Shares may not reflect all risks
related to us and our business, or the structure or market value of the Series A Preferred Shares.
The Series A Preferred Shares are subordinated to our existing and future indebtedness, and your
interests could be diluted by the issuance of additional equity interests in the Corporation, including additional Series A Preferred Shares, and by other transactions.
The Series A Preferred Shares are subordinated to all of our existing and future indebtedness (including indebtedness outstanding under
the Credit Facility, our 6.75% Convertible Debentures, our 5.75% Convertible Debenture, 6.5% Eurobond and any indebtedness to our trade creditors). Therefore, if we become bankrupt, liquidate our
assets, reorganize or enter into certain other transactions, our assets will be available to pay our obligations with respect to the Series A Preferred Shares only after we have paid all of our
existing and future indebtedness in full. There may
be insufficient assets remaining following such payments to make any payments to holders of the Series A Preferred Shares then outstanding.
In
addition, a significant amount of our business is conducted through our subsidiaries. None of our subsidiaries has guaranteed or otherwise become obligated with respect to the
Series A Preferred Shares and, as a result, the Series A Preferred Shares will be structurally subordinated to all liabilities and other obligations of our subsidiaries. Accordingly, our
right to receive assets from any of our subsidiaries upon our bankruptcy, liquidation or reorganization, and the right of holders of Series A Preferred Shares to participate in those assets, is
structurally subordinated to claims of that subsidiary's creditors, including trade creditors. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to
any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by us.
As
of April 28, 2017, we had CDN$492.7 million of total indebtedness outstanding and we had the ability to borrow an additional CDN$173.9 million under the Credit Facility,
subject to certain limitations. We may incur additional indebtedness under the Credit Facility or future credit facilities or by issuing additional senior or subordinated debt securities. Our
substantial indebtedness and interest expense could have important consequences to us, including:
-
(a)
-
limiting
our ability to use a substantial portion of cash flow from operations in other areas of our business, including for working capital, capital expenditures
and other general business activities, because we must dedicate a substantial portion of these funds to service our debt;
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-
(b)
-
requiring
us to seek to incur further indebtedness in order to make the capital expenditures and other expenses or investments planned by us to the extent future
cash flows are insufficient;
-
(c)
-
limiting
our ability to obtain future financing for working capital, capital expenditures, debt service requirements, acquisitions and the execution of growth
strategy, and other expenses or investments planned by us;
-
(d)
-
limiting
our flexibility and our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in our business and
our industry;
-
(e)
-
limiting
our ability to satisfy our obligations under our indebtedness (which could result in an event of default and acceleration if we fail to comply with the
requirements of our indebtedness);
-
(f)
-
increasing
our vulnerability to a downturn in our business and to adverse economic and industry conditions generally;
-
(g)
-
placing
us at a competitive disadvantage as compared to our competitors that are less leveraged; and
-
(h)
-
limiting
our ability, or increasing the costs, to refinance indebtedness.
The
issuance of additional equity securities ranking
pari passu
with or senior to the Series A Preferred Shares would dilute
the interests of the holders of the Series A Preferred Shares, and any issuance of Senior Shares or Parity Shares or additional indebtedness could affect our ability to pay dividends on, redeem
or pay the liquidation preference on the Series A Preferred Shares. Only the Change of Control provision relating to the Series A Preferred Shares protects the holders of the
Series A Preferred Shares in the event of a highly leveraged or other transaction, including a merger, arrangement, amalgamation or consolidation or the sale, lease or conveyance of all or
substantially all of our assets or business, which might adversely affect the holders of the Series A Preferred Shares.
Investors should not expect us to redeem the Series A Preferred Shares on the date the Series A
Preferred Shares become redeemable by us or on any particular day afterwards.
The Series A Preferred Shares have no maturity or mandatory redemption date and are not redeemable at the option of investors under any
circumstances. The Series A Preferred Shares may be redeemed by us at our option at any time on or after March 31, 2022, in whole or in part, out of funds legally available for such
redemption, at a redemption price of US$25.00 per Series A Preferred Share plus an amount equal to all accumulated and unpaid dividends thereon to the date of
redemption, whether or not declared. Any decision we may make at any time to redeem the Series A Preferred Shares will depend upon, among other things, our evaluation of our cash and capital
position and general market conditions at that time and will be subject to limitations contained in the documents governing our indebtedness.
Market interest rates may adversely affect the value of the Series A Preferred Shares.
One of the factors that will influence the price of the Series A Preferred Shares will be the distribution yield on the Series A
Preferred Shares (as a percentage of the price of the Series A Preferred Shares) relative to market interest rates. An increase in market interest rates, which are currently at low
levels relative to historical rates, may lead prospective purchasers of the Series A Preferred Shares to expect a higher distribution yield, and higher interest rates would likely increase our
borrowing costs and potentially decrease funds available for distribution. Accordingly, higher market interest rates could cause the market price of the Series A Preferred Shares
to decrease.
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The Change of Control Conversion Right may make it more difficult for a party to acquire us or discourage a
party from acquiring us.
The Change of Control Conversion Right (as defined under "Description of the Series A Preferred SharesLimited
Conversion Rights Upon a Change of Control") may have the effect of discouraging a third party from making an acquisition proposal for us or of delaying, deferring or preventing certain of our change
of control transactions under circumstances that otherwise could provide the holders of our Common Shares and Series A Preferred Shares with the opportunity to realize a premium over the
then-current market price of such equity securities or that unitholders may otherwise believe is in their best interests.
We could be prevented from paying cash dividends on the Series A Preferred Shares.
Holders of Series A Preferred Shares do not have a right to dividends on such shares unless declared or set aside for payment by our
board of directors. No dividends on Series A Preferred Shares shall be authorized by our board of directors or paid, declared or set aside for payment by us at any time when the authorization,
payment, declaration or setting aside for payment would be unlawful under the CBCA or any other applicable law, or when the terms and provisions of any Limiting Documents prohibit the authorization,
payment, declaration or setting aside for payment thereof or provide that the authorization, payment, declaration or setting aside for payment thereof would constitute a breach of the Limiting
Documents or a default under the Limiting Documents. See "Description of the Series A Preferred SharesDividends".
Holders of the Series A Preferred Shares do not have voting rights except under limited circumstances.
Holders of Series A Preferred Shares will generally not have voting rights at meetings of the shareholders of the Corporation except
under limited circumstances. Holders of Series A Preferred Shares will have no right to elect our board of directors of the Corporation. See "Description of the Series A Preferred
SharesVoting Rights".
Management will have broad discretion over the use of proceeds of the offering.
The Corporation currently intends to allocate the net proceeds received from this offering as described under the heading "Use of Proceeds" in
this Prospectus Supplement. Accordingly, management will have discretion concerning the use of proceeds of this offering as well as the timing of their expenditures. As a result, investors will be
relying on the judgment of management as to the application of the net proceeds of this offering. Management may use the net proceeds of this offering in ways that an investor may not consider
desirable. The results and effectiveness of the application of the net proceeds are uncertain. If the proceeds are not applied effectively, the Corporation's results of operations may suffer.
Enforcement of judgments against foreign persons may not be possible.
The Corporation is a corporation existing under the CBCA. Certain of the Corporation's directors and officers, and certain of the experts named
in this Prospectus Supplement, are residents of Canada or otherwise reside outside the United States, and a portion of their assets and of the Corporation's assets, are located outside the
United States. The Corporation has appointed an agent for service of process in the United States, but it may be difficult for holders of the Series A Preferred Shares who reside
in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for
holders of the Series A Preferred Shares who reside in the United States to realize upon judgments of courts of the United States predicated upon the Corporation's civil liability
and the civil liability of its directors, officers and experts under the United States federal securities laws.
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LEGAL MATTERS
Certain Canadian legal matters in connection with this offering will be passed upon by Fasken Martineau DuMoulin LLP, on behalf of Just
Energy, and by Miller Thomson LLP, on behalf of FBR. Certain United States legal matters in connection with this offering will be passed upon by Andrews Kurth Kenyon LLP, on
behalf of Just Energy, and by Duane Morris LLP, on behalf of FBR. As at the date hereof, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, of Andrews Kurth
Kenyon LLP, as a group, of Miller Thomson LLP, as a group, and of Duane Morris LLP, as a group, respectively, beneficially own, directly or indirectly, less than 1% of the
outstanding Common Shares of the Corporation.
AUDITORS, TRANSFER AGENT AND REGISTRAR
Ernst & Young LLP have confirmed that they are independent of Just Energy in accordance with the Rules of Professional Conduct of
the Chartered Professional Accountants of Ontario and within the meaning of PCAOB Rule 3520, Auditor Independence.
The
transfer agent and registrar for the Series A Preferred Shares and the Common Shares is Computershare Investor Services Inc. at its principal office in Toronto,
Ontario.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed or will be attached as an exhibit to a Form 6-K with the SEC as part of the Registration
Statement of which this Prospectus Supplement and the accompanying Prospectus are a part:
-
-
the documents listed under "Documents Incorporated by Reference";
-
-
the ATM Agreement; and
-
-
powers of attorney pursuant to which amendments to the Registration Statement may be signed.
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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short
form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such
securities. See "Plan of Distribution".
This short form base shelf prospectus and amended and restated short form base shelf prospectus has been filed under legislation in each of the provinces of
Canada that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base
shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing
to purchase any of these securities.
Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in
Canada.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the corporate secretary of Just Energy Group Inc. at First
Canadian Place, 100 King Street West, Suite 2630, Toronto, Ontario, Canada, M5X 1E1, telephone: 1-416-367-2452 and are also available electronically at www.sedar.com
or www.sec.gov.
Short form base shelf prospectus dated December 29, 2016 (For Québec)
Amended and Restated Short Form Base Shelf Prospectus dated December 29, 2016 Amending and Restating the Short Form Base Shelf Prospectus Dated December 14, 2015 (For All
Provinces of Canada other than Québec)
|
|
|
New Issue
|
|
December 29, 2016
|
JUST ENERGY GROUP INC.
$1,000,000,000
Common Shares
Preferred Shares
Subscription Receipts
Warrants
Debt Securities
Share Purchase Contracts
Units
We may, from time to time, during the 25-month period that this short form base shelf prospectus, including any amendments hereto
(the "
Prospectus
"), remains valid, offer for sale up to $1,000,000,000 (or the equivalent in other currencies or currency units determined
at the time of issue) of: (i) common shares ("
Common Shares
"); (ii) preferred shares ("
Preferred
Shares
") issuable in one or more series; (iii) subscription receipts ("
Subscription Receipts
"); (iv) warrants
(the "
Warrants
"); (v) senior or subordinated secured or unsecured debt securities ("
Debt
Securities
"); (vi) share purchase contracts ("
Share Purchase Contracts
"); and (vii) units comprised of one or more
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of
the other securities described in this Prospectus ("
Units
" and together with the Common Shares, Preferred Shares, Subscription Receipts, Warrants and
Share Purchase Contracts, the "
Securities
").
We are permitted, pursuant to the multi-jurisdictional disclosure system adopted by the United States and Canada (the "MJDS"), to prepare this
Prospectus in accordance with Canadian disclosure requirements. Purchasers of Securities in the United States should be aware that such requirements are different from those of the
United States. Our financial statements incorporated herein by reference have been prepared under International Financial Reporting Standards ("IFRS") as adopted by the International Accounting
Standards Board and they are subject to Canadian auditing and auditor independence standards. As a result, they may not be comparable to the financial statements of
U.S. companies.
Prospective investors should be aware that the acquisition of the Securities described herein may have tax consequences both in the United States and
Canada. Such consequences for investors who are residents in, or citizens of, the United States or Canada may not be fully described herein. Prospective investors should read the tax discussion
contained in any applicable Prospectus Supplement (as defined below) with respect to a particular offering of Securities.
The ability of a purchaser of Securities to enforce civil liabilities under United States federal securities laws may be affected adversely by the fact
that we are incorporated under the federal laws of Canada, a number of our directors and officers and most of the experts named in this Prospectus are residents of Canada, and a substantial portion of
our assets and all or a significant portion of the assets of those persons are located outside of the United States. See "
Enforceability of Civil
Liabilities
".
An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks
outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors
in connection with any investment in Securities. See "
Risk Factors
" and "
Cautionary Note Regarding Forward-Looking
Statements
".
Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission or Canadian securities regulator has
approved or disapproved the Securities offered hereby or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
We
may offer Securities in such amount as we may determine in light of market conditions and other factors that we deem relevant. The specific variable terms of any offering of
Securities will be set forth in one or more prospectus supplements (each, a "
Prospectus Supplement
") to this Prospectus including without limitation:
(i) in the case of Common Shares, the number of Common Shares offered, the issue price (in the event the offering is a fixed price distribution), the manner of determining the issue
price (in the event the offering is a non-fixed price distribution) and any other terms specific to the Common Shares being offered; (ii) in the case of Preferred Shares, the series,
the number of Preferred Shares offered, the issue price (in the event the offering is a fixed price distribution), the manner of determining the issue price (in the event the offering
is a non-fixed price distribution), the dividend rate, the dividend payment dates, any terms for redemption at our option or at the option of the holder, any exchange or conversion terms and any
other terms specific to the Preferred Shares being offered; (iii) in the case of Subscription Receipts, the number of Subscription Receipts offered, the issue price, the terms, conditions and
procedures for the exchange of the Subscription Receipts, the amount and type of Securities that holders thereof will receive upon exchange thereof and any other terms specific to the Subscription
Receipts being offered; (iv) in the case of Warrants, the number of Warrants offered, the issue price, the terms, conditions and procedures for the exercise of the Warrants, the amount and type
of Securities that holders thereof will receive upon exercise thereof and any other terms specific to the Warrants being offered; (v) in the case of Debt Securities, the specific designation,
the aggregate principal amount, the currency or the currency unit in which the Debt Securities will be issued, the maturity date, interest provisions, authorized denominations, the offering price,
covenants, events of default, any terms for redemption at our option or the option of the holder, any sinking fund provisions, any exchange or conversion terms, whether payment on the Debt Securities
will be senior or subordinated to our other indebtedness and any other terms specific to the Debt Securities being offered; (vi) in the case of Share Purchase Contracts, whether the Share
Purchase Contracts obligate the holder thereof to purchase or sell Common Shares or Preferred
ii
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Shares,
as applicable, and the nature and amount of each of those Securities and any other terms specific to the Share Purchase Contracts being offered; and (vii) in the case of Units, the
designation and terms of the Units and of the Securities comprising the Units and any other terms specific to the Units being offered. The Securities may be offered separately or together in any
combination (including in the form of Units). A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the parameters described in this Prospectus.
Information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to
purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus
Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Where required by statute, regulation or policy, and where Securities are
offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such
Securities.
Our
Common Shares are listed and posted for trading on each of the New York Stock Exchange ("
NYSE
") and the Toronto Stock Exchange
("
TSX
") under the symbol "JE". Our 6.0% extendible convertible unsecured subordinated debentures (the "
6.0%
Debentures
"), our 5.75% convertible unsecured subordinated debentures (the "
5.75% Debentures
") and our 6.75% convertible
unsecured subordinated debentures (the "
6.75% Debentures
") are listed on the TSX under the symbols "JE.DB", "JE.DB.B" and "JE.DB.C",
respectively. Our 6.5% convertible unsecured senior subordinated bonds (the "
6.5% Bonds
") are listed on the Professional Securities Market of the
London Stock Exchange (the "
LSE
") under the symbol "48IL". On December 28, 2016, being the last trading day prior to the
date of this Prospectus, the closing price of the Common Shares, the 6.0% Debentures, the 5.75% Debentures and the 6.75% Debentures on the TSX was $7.26, $100.02, $99.50 and $100.97, respectively, and
the closing price for the Common Shares on the NYSE was US$5.34. To date there has been no trading of the 6.5% Bonds on the LSE.
Unless
a Prospectus Supplement provides otherwise, any offering of Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or Units will be a new
issue of Securities with no established trading market, and unless otherwise specified in a Prospectus Supplement, such Securities will not be listed on any securities or stock exchange or on any
automated dealer quotation system.
There is no market through which the Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or Units
may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of such Securities in the secondary
market (if any), the transparency and availability of trading prices (if any), the liquidity of such Securities, and the extent of issuer regulation. See
"Risk Factors".
We
may sell the Securities to underwriters or dealers purchasing as principal, directly to one or more purchasers pursuant to applicable statutory exemptions, or through underwriters,
dealers or agents. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged by us in connection with the offering and sale of
the Securities, and will set forth the terms of the offering of such Securities, the method of distribution of such Securities, including, to the extent applicable, the proceeds to us, and any fees,
discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.
Securities
may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered
at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers,
which prices may vary as between purchasers and during the period of distribution of the Securities.
To
the extent permitted by applicable law, in connection with any underwritten offering of Securities, other than an "at-the-market distribution", the underwriters or dealers, as the
case may be, may over-allot or effect transactions intended to fix or stabilize the market price of the Common Shares at a level above that which might otherwise prevail in the open market. Such
transactions, if commenced, may be discontinued at any time. See
"Plan of Distribution".
iii
Table of Contents
No underwriter, dealer or agent in Canada or the United States has been involved in the preparation of this Prospectus or performed any review of the
contents of this Prospectus.
This
Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or
more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or
mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this
Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central
banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a
U.S. Federal funds rate.
The
offering of Securities may be subject to approval of certain legal matters on our behalf by Fasken Martineau DuMoulin LLP with respect to Canadian legal matters, and Andrews
Kurth Kenyon LLP with respect to United States legal matters.
Deborah
Merril, James W. Lewis, Patrick McCullough, R. Scott Gahn, Brett A. Perlman, George Sladjoe and William Weld reside outside of Canada and have appointed the Corporation,
100 King Street West, Suite 2630, Toronto, Ontario, Canada M5X 1E1, as agent for services of process. Purchasers are advised that it may not be possible for investors to enforce
judgments obtained in Canada against
any person that resides outside of Canada, even if the person has appointed an agent for services of process in Canada.
Our
head office is located at Suite 200, 6345 Dixie Road, Mississauga, Ontario L5T 2E6. The registered office of the Corporation is located at 100 King Street
West, Suite 2630, Toronto, Ontario M5X 1E1.
iv
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TABLE OF CONTENTS
Table of Contents
ABOUT THIS PROSPECTUS
In this Prospectus and in any Prospectus Supplement, unless otherwise specified or the context otherwise requires,
"
$
" means lawful currency of Canada and "
US dollars
" or
"
US$
" means lawful currency of the United States.
Unless
otherwise indicated or the context otherwise requires, all references in this Prospectus and any Prospectus Supplement to "
Just
Energy
", the "
Corporation
", "
we
",
"
us
", and "
our
" mean Just Energy Group Inc. and its consolidated subsidiaries including any
consolidated partnerships of which the Corporation or any of its subsidiaries are partners.
This
Prospectus provides a general description of the Securities that we may offer. Each time we offer and sell Securities under this Prospectus, we will provide you with a Prospectus
Supplement that will contain specific information about the terms of that offering of Securities. The Prospectus Supplement may also add, update or change information contained in this Prospectus.
Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement together with additional information described below under
"
Documents Incorporated by Reference
".
This
Prospectus does not contain all of the information set forth in the Corporation's registration statement on Form F-10 (the "
Registration
Statement
"), certain parts of which are omitted in accordance with the rules and regulations of the SEC. You should refer to the Registration Statement and the exhibits to the
Registration Statement for further information with respect to us and the Securities.
Information
permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be made available together with this
Prospectus.
You should rely only on the information contained in or incorporated by reference in this Prospectus or an applicable Prospectus Supplement and on the other
information included in the Registration Statement of which this Prospectus forms a part. We have not authorized anyone to provide you with different or additional information. We are not
making an offer to sell these Securities in any jurisdiction where the offer or sale is not permitted by law. You should not assume that the information in this Prospectus, any applicable Prospectus
Supplement or any documents incorporated by reference is accurate as of any date other than the respective dates of those documents, as our business, results of operations, financial condition and
prospects may have changed since those dates. This Prospectus should not be used by anyone for any purpose other than in connection with an offering of Securities as described in one or more
Prospectus Supplements. The Corporation does not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by
applicable securities laws.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or
similar authorities in each of the Provinces of Canada in which this Prospectus has been filed, which have also been filed with, or furnished to, the SEC in the
United States.
Copies of the documents incorporated herein by reference may be obtained on request without charge from our corporate secretary at First Canadian Place,
100 King Street West, Suite 2630, Toronto, Ontario M5X 1E1 (telephone: 1-416-367-2998) and are also available electronically at www.sedar.com and in the United States
through the SEC's website at www.sec.gov.
Table of Contents
The
following documents filed with securities commissions or similar authorities in each of the Provinces of Canada in which this Prospectus has been filed are incorporated by reference
into and form an integral part of this Prospectus:
-
(a)
-
the
management proxy circular of the Corporation dated May 27, 2016 for the annual and special meeting of shareholders held on June 28, 2016
(the "
2016 Circular
");
-
(b)
-
the
annual information form of the Corporation dated May 27, 2016 in respect of the year ended March 31, 2016
(the "
AIF
");
-
(c)
-
the
audited comparative consolidated annual financial statements of the Corporation as at and for the year ended March 31, 2016, together with the notes
thereto and the auditors' report thereon (the "
Annual Financial Statements
");
-
(d)
-
the
management's discussion and analysis of financial condition and results of operations of the Corporation for the year ended March 31, 2016
(the "
Annual MD&A
");
-
(e)
-
the
unaudited interim condensed consolidated financial statements of the Corporation as at and for the three and six months ended September 30, 2016, together
with the notes thereto (the "
Second Quarter Financial Statements
");
-
(f)
-
the
management's discussion and analysis of financial condition and results of operations of the Corporation for the three and six months ended September 30,
2016 (the "
Second Quarter MD&A
"); and
-
(g)
-
the
material change report of the Corporation dated September 21, 2016 (the "
Material Change Report
").
Any
document of the type referred to in Section 11.1 of Form 44-101F1 of National Instrument 44-101
Prospectus
Distributions
and all Prospectus Supplements (only in respect of the offering of Securities to which that particular Prospectus Supplement relates) subsequently filed by us
with the securities commissions or similar regulatory authorities in the relevant provinces of Canada after the date of this Prospectus and prior to the termination of the offering of any Securities
under any Prospectus Supplement shall be deemed to be incorporated by reference into this Prospectus. In addition, to the extent that any similar document or information incorporated by reference into
this Prospectus is filed by us with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended
(the "
Exchange Act
"), after the date of this Prospectus, such document or information shall be deemed to be incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus forms a part.
Upon
a new annual information form and related annual financial statements and management's discussion and analysis being filed by us with, and where required, accepted by, the
applicable securities regulatory authorities during the currency of this Prospectus, the previous annual information form and all annual financial statements, interim financial statements,
accompanying management's discussion and analysis, and material change reports filed prior to the commencement of our financial year in which the new annual information form is filed shall be deemed
to no
longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon interim financial statements and the accompanying management's
discussion and analysis being filed by us with the applicable securities regulatory authorities during the currency of this Prospectus, all interim financial statements and the accompanying
management's discussion and analysis filed prior to the new interim financial statements shall be deemed to no longer be incorporated in this Prospectus for purposes of future offers and sales of
Securities under this Prospectus. Upon a new management information circular relating to an annual meeting of shareholders being filed by us with the applicable securities regulatory authorities
during the
currency of this Prospectus, the management information circular for the preceding annual
2
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meeting
of shareholders shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.
Any statement contained in this Prospectus or in a document (or part thereof) incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated
by reference herein modifies or supersedes such statement.
The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement that it modifies or
supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances
in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to be incorporated by reference herein or to constitute a part of this
Prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including certain documents incorporated by reference in this Prospectus, contains forward-looking statements and
forward-looking information (collectively, the "
forward-looking statements
") within the meaning of applicable securities laws, including the "safe
harbour" provisions of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often, but not always, identified
by the use of words (including negative and grammatical variations thereof) such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "guidance", "may", "will",
"should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this Prospectus and the documents incorporated by
reference into this Prospectus include, but are not limited to statements pertaining to: the terms of the Securities to be issued and the description thereof in the applicable Prospectus Supplement;
the use of proceeds from any offering of Securities; the form of certificates representing the Securities; the availability of a trading market for the Securities; revenues and margins; customer
additions and renewals; customer attrition; customer consumption levels; the Corporation's ability to compete successfully; the treatment of governmental regimes; the Corporation's EBITDA and Funds
from Operations (see "
Non-IFRS Measures
"); the Corporation's ability to declare and pay dividends and the timing thereof; the Corporation's
internal projections, estimates or beliefs concerning, among other things, an outlook on the estimated amounts and timing of the payment of dividends, capital expenditures, anticipated future debt
levels and revenues; and or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This information involves known or unknown risks,
uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking statements. In addition, this Prospectus and the documents
incorporated by reference herein may contain forward looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward looking statements, as there
can be no assurance that the plans, intentions or expectations upon which they are based will occur. See also "
Forward-Looking Statements
" in the AIF,
the Annual MD&A and the Second Quarter MD&A, which are incorporated by reference into this Prospectus and which are available at www.sedar.com and through the SEC's website at www.sec.gov for further
information with respect to forward-looking statements.
Some
of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in this Prospectus and in
certain documents incorporated by reference herein include, but are not limited to: general economic and business conditions in North America and globally; the ability of management to execute its
business plan; levels of customer natural gas and electricity consumption; rates of customer additions, attrition and renewals; fluctuations in natural gas and electricity prices and interest and
exchange rates; actions taken by governmental authorities, including energy marketing regulation, increases in taxes and
changes in government regulations and incentive programs; dependence on suppliers; risks inherent in marketing operations, including credit risk; potential delays or changes in plans with
3
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respect
to capital expenditures and the availability of capital on acceptable terms; availability of sufficient financial resources to fund the Corporation's capital expenditures; inability to obtain
required consents, permits or approvals; incorrect assessments of the value of acquisitions; failure of the Corporation to realize the anticipated benefits of any acquisition; known or unknown
liabilities acquired pursuant to acquisitions; volatility in the stock markets and in market valuations; competition for, among other things, customers, supply, capital and skilled personnel; the
results of litigation; dependence on certain suppliers; and the other factors described under "
Risk Factors
" in this Prospectus, and in the AIF and the
Annual MD&A, which are incorporated by reference herein, and described in other filings made by the Corporation with Canadian securities regulatory authorities.
By
their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other
forward-looking statements will not be achieved. The factors listed above should be considered carefully and we caution readers not to place undue reliance on these statements as a number of important
factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements.
Further information regarding these factors may be found under the heading
"Risk Factors"
in this Prospectus, the AIF and the Annual MD&A, and in our
most recent consolidated financial statements, management information circular, quarterly reports, material change reports and news releases.
Readers
are cautioned that the foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect
to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. No assurance can be given that the expectations reflected in the forward
looking statements contained in this Prospectus will prove to be correct. Furthermore, the forward-looking statements contained in this Prospectus are made as of the date of this document and we do
not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by
applicable law. The forward-looking statements contained in this Prospectus, including the documents incorporated by reference herein, are expressly qualified by this cautionary statement.
ADDITIONAL INFORMATION
We have filed with the SEC a Registration Statement under the United States Securities Act of 1933, as amended
(the "
1933 Act
") with respect to the Securities of which this Prospectus forms a part. This Prospectus does not contain all the
information set out in the Registration Statement. For further information about us and the Securities, please refer to the Registration Statement and its exhibits. See "Documents Filed as Part of the
Registration Statement."
We
are subject to the information requirements of the Exchange Act and applicable Canadian securities legislation, and in accordance with those requirements, we file and furnish reports
and other information with the SEC and with the securities regulatory authorities of the provinces of Canada. Under the MJDS, we generally may prepare these reports and other information in accordance
with the disclosure requirements of Canada. These requirements are different from those of the United States. As a foreign private issuer, we are exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements, and our officers and directors, and our principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act. In addition, we are not required to publish financial statements as promptly as U.S. companies.
The
reports and other information filed and furnished by us with the SEC may be read and copied at the SEC's public reference room at 100 F Street, N.E., Washington, D.C.
20549. Copies of the same documents can also be obtained from the public reference room of the SEC in Washington by paying a fee. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. The SEC also maintains a website (www.sec.gov) that makes available reports and other information that we file electronically with it, including the Registration
Statement that we have filed with respect to the Securities.
4
Table of Contents
Copies
of reports, statements and other information that we file with the Canadian provincial securities regulatory authorities are electronically available at www.sedar.com.
ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. INVESTORS
We are a corporation incorporated under, and governed by, the
Canada Business Corporations Act
(the "
CBCA
"). A number of our directors and officers, and most of the experts named in this Prospectus, including the documents incorporated by
reference herein, are residents of Canada or otherwise reside outside the United States, and a substantial portion of their assets and our assets, are located outside the United States.
We have appointed an agent for service of process in the United States, but it may be difficult for holders of Securities who reside in the United States to effect service within the
United States upon those directors, officers and experts who are not residents of the United States. There may be doubt as to the enforceability, in original actions in Canadian courts,
of liabilities predicated upon the United States federal or state securities laws or other laws of the United States and as to the enforceability in Canadian courts of the judgments of
United States courts obtained in actions predicated upon the civil liability provisions of United States federal or state securities laws or other laws of the United States.
We
filed with the SEC, concurrently with the Registration Statement, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed
Corporation Service Company, 1090 Vermont Avenue N.W., Washington, D.C., 20005, as our agent for service of process in the United States in connection with any investigation or
administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving us in a United States court arising out of or related to or concerning the offering of
Securities under this Prospectus and any Prospectus Supplement.
NON-IFRS MEASURES
The documents incorporated by reference herein refer to certain financial measures that are not determined in accordance with IFRS or
U.S. generally accepted accounting principles ("
U.S. GAAP
"), including the financial measures "EBITDA", "Base EBITDA", "Funds from
Operations", "Base Funds from Operations", "Base Funds from Operations Payout Ratio", and "Embedded gross margin". These financial measures do not have standardized meanings prescribed by IFRS or
U.S. GAAP and may not be comparable to similar measures presented by other companies. These financial measures should not be considered as an alternative to, or more meaningful than, net income
(loss), cash flow from operating activities and other measures of financial performance as determined in accordance with IFRS or U.S. GAAP, but we believe these measures are useful in providing
relative performance and measuring change. Definitions of non-IFRS financial measures used by the Corporation are found under the heading "
Key Terms
" in
the Annual MD&A.
PRESENTATION OF FINANCIAL INFORMATION
Unless indicated otherwise, financial information in this Prospectus, including the documents incorporated by reference herein, has been
prepared in accordance with IFRS which differs in some significant respects from U.S. GAAP and thus this financial information may not be comparable to the financial statements of
U.S. companies.
5
Table of Contents
JUST ENERGY GROUP INC.
Just Energy is an independent competitive retailer of electricity, natural gas and green energy. With offices located across the
United States, Canada, and the United Kingdom, Just Energy serves close to two million residential and commercial customers. The Corporation offers a wide range of energy products and
home energy management services including long-term fixed-price, variable price, and flat bill programs, smart thermostats, and residential solar panel installations.
By
fixing the price of electricity or natural gas under its fixed-price energy contracts for a period of up to five years, Just Energy's customers offset their exposure to changes in the
price of these essential commodities. Variable rate products allow customers to maintain competitive rates while retaining the ability to lock into a fixed price at their discretion. Flat bill
products offer a consistent price regardless of usage. The Corporation derives its margin or gross profit from the difference between the price at which it is able to sell the commodities to its
customers and the price at which it purchases the associated volumes from its commodity suppliers. Under the Corporation's Just Green/TerraPass brands, through carbon offset and Renewable Energy
Credits programs customers can reduce the negative impact of their own day-to-day energy consumption. The Corporation also launched a residential solar electricity program in the first quarter of
fiscal 2016 in California and New York which enables customers to access long-term, environmentally sustainable solar solutions through Just Energy.
Just
Energy is a corporation incorporated under the CBCA. The head office of the Corporation is located at 6345 Dixie Road, Suite 200, Mississauga, Ontario, L5T 2E6
and its registered office is located at First Canadian Place, 100 King Street West, Suite 2630, Toronto, Ontario, M5X 1E1.
For further information regarding the Corporation and its subsidiaries and their respective business activities, see the AIF and the other documents incorporated
by reference herein.
RISK FACTORS
An investment in the Securities is subject to various risks including those risks inherent to our business. Prospective purchasers of Securities
should carefully consider the risk factors contained in the documents incorporated by reference in this Prospectus (including subsequently filed documents incorporated herein by reference) including
in the risk factors section contained in our most recent AIF and our most recently filed Annual MD&A and those described in any Prospectus Supplement relating to a specific offering of Securities. The
risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties, including those of which we are currently unaware or deem immaterial, may adversely affect
our business, financial condition or results of operations.
In
addition, the following risk factors relate to the Securities qualified by this Prospectus.
There is no existing trading market for the Preferred Shares, Subscription Receipts, Warrants, Debt
Securities, Share Purchase Contracts or Units.
There is no existing trading market for the Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or
Units. As a result, there can be no assurance that a liquid market will develop or be maintained for those Securities, or that a purchaser will be able to sell any of those Securities at a particular
time (if at all). The Corporation may not list the Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or Units on any Canadian or
U.S. securities exchange.
Debt Securities may be unsecured debt of the Corporation.
Debt Securities may be unsecured debt of the Corporation and may rank equally in right of payment with all other existing and future unsecured
debt of the Corporation. Unless guaranteed, Debt Securities may be subordinated to all existing and future secured debt of the Corporation to the extent of the assets securing such
6
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debt.
If the Corporation is involved in any bankruptcy, dissolution, liquidation or reorganization, the secured debt holders would, to the extent of the value of the assets securing the secured debt,
be paid before the holders of unsecured Debt Securities. In that event, a holder of unsecured Debt Securities may not be able to recover any principal or interest due to it under such Debt Securities.
Our management will have certain discretion concerning the use of proceeds.
The Corporation's management will have certain discretion concerning the use of proceeds of an offering under any Prospectus Supplement as well
as the timing of the expenditure of the proceeds thereof. As a result, investors will be relying on the judgment of management as to the specific application of the proceeds of any offering of
Securities under any Prospectus Supplement. Management may use the net proceeds of any offering of Securities under any Prospectus Supplement in ways that an investor may not consider desirable. The
results and effectiveness of the application of the net proceeds are uncertain.
USE OF PROCEEDS
The net proceeds to be derived from the sale of Securities will be the issue price less any commission paid in connection therewith and the
expenses relating to the particular offering of Securities. The net proceeds to us from any offering of Securities, the proposed use of those proceeds and the specific business objectives that we wish
to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement. There may be circumstances where, on the basis of results obtained or for other sound business reasons, a
re-allocation of funds may be necessary or prudent. Accordingly, management of the Corporation will have broad discretion in the application of the proceeds of an offering of Securities. The actual
amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a
number of factors, including those referred to under "
Risk Factors
" and any other factors set forth in the applicable Prospectus Supplement. We may
invest funds which we do not immediately use. Such investments may include short-term marketable investment grade securities. Details of any such investment, if applicable, will be set forth in the
applicable Prospectus Supplement. We may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus.
CONSOLIDATED CAPITALIZATION
There have been no material changes in our share and loan capital, on a consolidated basis, since the date of the Second Quarter Financial
Statements which have not been disclosed in this Prospectus or the documents incorporated by reference herein.
EARNINGS COVERAGE RATIOS
Earnings coverage ratios will be provided as required in the applicable Prospectus Supplement with respect to the issuance of Debt Securities
pursuant to such Prospectus Supplement.
PRIOR SALES
The Corporation issued the following securities during the 12 month period prior to the date of this Prospectus.
Restricted Share Grants and Performance Bonus Grants
Restricted share grants ("
RSGs
") are made under the Corporation's 2010 Restricted Share Grant
Plan, as amended from time to time. Performance Bonus Grants ("
PBGs
") are made under the Corporation's 2013 Performance Bonus Incentive Plan, as amended
from time to time. The grant date value of the RSGs and PBGs is generally based on the simple average closing price of the Common Shares on the TSX for the five or ten trading days prior to the
grant date.
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The
following table describes the number of RSGs and PBGs granted during the 12 month period prior to the date of this Prospectus and the grant value of such RSGs and PBGs.
|
|
|
|
|
|
|
|
Date of Grant
|
|
Number of
RSGs/PBGs Granted
|
|
Grant Value
|
|
November 12, 2015
|
|
|
44,667
|
|
$
|
6.09
|
|
February 10, 2016
|
|
|
25,000
|
|
$
|
9.18
|
|
May 18, 2016
|
|
|
863,750
|
|
$
|
7.96
|
|
August 10, 2016
|
|
|
7,000
|
|
$
|
7.87
|
|
November 9, 2016
|
|
|
5,000
|
|
$
|
6.74
|
|
Deferred Share Grants
In lieu of a portion of their cash compensation, our non-management directors receive deferred share grants
("
DSGs
") at the end of each quarter under our 2010 Directors' Compensation Plan, as amended from time to time. The number of DSGs granted to a director
is determined by dividing the amount of compensation being paid in DSGs by the simple average closing price of the Common Shares on the TSX for the ten trading days preceding the quarter end.
The
following table describes the number of DSGs granted to our non-management directors during the previous four fiscal quarters and the ten trading day simple average closing price of
the Common Shares used to determine the number of DSGs granted.
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Total Number of
DSGs Granted
|
|
10 Day Average
Closing Price
|
|
December 31, 2015
|
|
|
5,986
|
|
$
|
9.81
|
|
March 31, 2016
|
|
|
6,139
|
|
$
|
7.88
|
|
June 30, 2016
|
|
|
6,060
|
|
$
|
7.96
|
|
September 30, 2016
|
|
|
6,444
|
|
$
|
6.82
|
|
In
addition to the above, our directors receive grants of additional DSGs in lieu of the monthly cash dividends otherwise payable on the Common Shares underlying their DSGs. The number
of additional DSGs granted to a director is determined by dividing the aggregate amount of the dividend that would have been paid on such director's DSGs if they had been issued as Common Shares by
the simple average closing price of the Common Shares for the last ten trading days of the month in respect of which such dividend is otherwise payable. An aggregate of 4,848 additional DSGs
were granted to our directors from November 1, 2015 to October 31, 2016 in lieu of the dividends that otherwise would have been paid on the Common Shares underlying their DSGs.
Common Shares
The following table describes the number Common Shares issued by the Corporation during the 12 month period prior to the date of this
Prospectus.
|
|
|
|
|
|
|
|
Date of Issuance
|
|
Number of
Common Shares
Issued
|
|
Price
|
|
December 16, 2015
|
|
|
132,206
|
|
|
N/A
|
(1)
|
March 16, 2016
|
|
|
23,165
|
|
|
N/A
|
(1)
|
March 22, 2016
|
|
|
89,000
|
|
|
N/A
|
(1)
|
April 11, 2016
|
|
|
13,000
|
|
|
N/A
|
(1)
|
June 16, 2016
|
|
|
518,699
|
|
|
N/A
|
(1)
|
July 19, 2016
|
|
|
55,484
|
|
|
N/A
|
(1)
|
8
Table of Contents
|
|
|
|
|
|
|
|
Date of Issuance
|
|
Number of
Common Shares
Issued
|
|
Price
|
|
July 26, 2016
|
|
|
3,666
|
|
|
N/A
|
(1)
|
September 16, 2016
|
|
|
18,334
|
|
|
N/A
|
(1)
|
December 16, 2016
|
|
|
29,678
|
|
|
N/A
|
(1)
|
Notes:
-
(1)
-
Common
Shares issued in exchange for the same number of RSGs, PBGs and/or DSGs for no additional consideration.
6.75% Debentures
On October 5, 2016, we issued $160,000,000 principal amount of 6.75% Debentures at a price of $1,000 per 6.75% Debenture, which bear
interest at 6.75% per annum and maturing on December 31, 2021. Each $1,000 principal amount of the 6.75% Debentures is convertible at the option of the holder at any time prior to the close of
business on the last business day immediately preceding the earlier of the maturity date and the date fixed for redemption, into 107.5269 Common Shares, representing a conversion price of $9.30
per Common Share, subject to certain anti-dilution adjustments. Please refer to the Material Change Report for additional information.
PRICE RANGE AND TRADING VOLUME
Common Shares
The Common Shares are listed on the TSX and NYSE under the trading symbol "JE". The following table sets forth certain trading information for
the Common Shares for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NYSE
|
|
|
|
TSX
|
|
|
|
High (US$)
|
|
Low (US$)
|
|
|
|
Period(1)
|
|
High ($)
|
|
Low ($)
|
|
Volume
|
|
Volume
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
10.22
|
|
|
8.92
|
|
|
10,069,037
|
|
|
7.38
|
|
|
6.53
|
|
|
3,639,163
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
9.90
|
|
|
7.98
|
|
|
10,354,930
|
|
|
7.11
|
|
|
5.49
|
|
|
3,690,483
|
|
February
|
|
|
9.43
|
|
|
7.52
|
|
|
8,545,845
|
|
|
6.83
|
|
|
5.37
|
|
|
2,481,679
|
|
March
|
|
|
8.30
|
|
|
7.64
|
|
|
6,133,166
|
|
|
6.25
|
|
|
5.83
|
|
|
1,991,735
|
|
April
|
|
|
8.16
|
|
|
7.60
|
|
|
4,502,877
|
|
|
6.52
|
|
|
5.85
|
|
|
2,329,716
|
|
May
|
|
|
8.33
|
|
|
7.63
|
|
|
5,236,714
|
|
|
6.49
|
|
|
5.88
|
|
|
1,751,838
|
|
June
|
|
|
8.73
|
|
|
7.77
|
|
|
4,982,727
|
|
|
6.77
|
|
|
5.94
|
|
|
1,784,055
|
|
July
|
|
|
8.25
|
|
|
7.76
|
|
|
5,001,928
|
|
|
6.29
|
|
|
5.97
|
|
|
3,810,835
|
|
August
|
|
|
8.09
|
|
|
7.04
|
|
|
8,394,668
|
|
|
6.20
|
|
|
5.44
|
|
|
3,903,207
|
|
September
|
|
|
7.31
|
|
|
6.57
|
|
|
6,456,368
|
|
|
5.67
|
|
|
5.03
|
|
|
2,906,778
|
|
October
|
|
|
7.30
|
|
|
6.41
|
|
|
8,151,150
|
|
|
5.53
|
|
|
4.86
|
|
|
3,153,137
|
|
November
|
|
|
7.47
|
|
|
6.58
|
|
|
7,069,780
|
|
|
5.57
|
|
|
4.86
|
|
|
2,857,558
|
|
December 1 to 28
|
|
|
7.58
|
|
|
6.96
|
|
|
5,131,722
|
|
|
5.74
|
|
|
5.19
|
|
|
2,422,511
|
|
Note:
-
(1)
-
High
and low price based on intraday high and low trading prices. Source for TSX data in the above table is the TSX. Source for NYSE data in the above table is
Capital IQ.
On
December 28, 2016, being the last trading day prior to the date of this Prospectus, the closing price of the Common Shares was $7.26 on the TSX and US$5.34 on the NYSE
(as reported by such stock exchanges).
9
Table of Contents
6.0% Debentures and 5.75% Debentures
The 6.0% Debentures and 5.75% Debentures are listed on the TSX under the trading symbols "JE.DB" and "JE.DB.B", respectively. The following
tables set forth certain trading information for our 6.0% Debentures and 5.75% Debenture for the periods indicated as reported by the TSX.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.0% Million Convertible
Debentures
|
|
5.75% Million Convertible
Debentures
|
|
Period(1)
|
|
High ($)
|
|
Low ($)
|
|
Volume
|
|
High ($)
|
|
Low ($)
|
|
Volume
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
99.00
|
|
|
95.99
|
|
|
4,914,853
|
|
|
97.99
|
|
|
95.10
|
|
|
1,532,000
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
98.75
|
|
|
93.23
|
|
|
2,210,000
|
|
|
96.79
|
|
|
91.00
|
|
|
966,000
|
|
February
|
|
|
99.00
|
|
|
95.50
|
|
|
5,351,000
|
|
|
96.01
|
|
|
92.00
|
|
|
970,000
|
|
March
|
|
|
99.88
|
|
|
98.50
|
|
|
3,716,000
|
|
|
98.51
|
|
|
95.75
|
|
|
1,115,000
|
|
April
|
|
|
99.82
|
|
|
99.04
|
|
|
3,396,750
|
|
|
99.25
|
|
|
97.99
|
|
|
1,325,000
|
|
May
|
|
|
99.65
|
|
|
98.93
|
|
|
2,133,000
|
|
|
99.26
|
|
|
98.05
|
|
|
1,430,000
|
|
June
|
|
|
99.68
|
|
|
98.26
|
|
|
3,989,000
|
|
|
99.26
|
|
|
98.56
|
|
|
1,572,000
|
|
July
|
|
|
99.66
|
|
|
99.13
|
|
|
10,583,000
|
|
|
99.51
|
|
|
98.75
|
|
|
1,876,000
|
|
August
|
|
|
100.00
|
|
|
99.50
|
|
|
4,446,100
|
|
|
99.95
|
|
|
99.05
|
|
|
857,000
|
|
September
|
|
|
99.99
|
|
|
99.00
|
|
|
16,863,000
|
|
|
99.90
|
|
|
97.99
|
|
|
8,062,000
|
|
October
|
|
|
100.11
|
|
|
99.60
|
|
|
12,684,600
|
|
|
100.00
|
|
|
98.11
|
|
|
2,780,000
|
|
November
|
|
|
100.76
|
|
|
99.70
|
|
|
3,050,000
|
|
|
99.90
|
|
|
98.98
|
|
|
6,236,500
|
|
December 1 to 28
|
|
|
100.56
|
|
|
99.91
|
|
|
1,406,600
|
|
|
99.85
|
|
|
99.25
|
|
|
4,022,000
|
|
Note:
-
(1)
-
High
and low price based on intraday high and low trading prices. Source for data in the above table is the TSX.
On
December 28, 2016, the last trading day prior to the date of this Prospectus, the closing price of the 6.0% Debentures and 5.75% Debentures on the TSX was $100.02 and $99.50,
respectively (as reported by such stock exchange).
6.75% Debentures
The 6.75% Debentures are listed on the TSX under the trading symbols "JE.DB.C". The following tables set forth certain trading information for
our 6.75% Debentures for the periods indicated as reported by the TSX.
|
|
|
|
|
|
|
|
|
|
|
|
|
6.75% Million Convertible
Debentures
|
|
Period(1)
|
|
High ($)
|
|
Low ($)
|
|
Volume
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
October
|
|
|
99.74
|
|
|
95.50
|
|
|
22,100,000
|
|
November
|
|
|
100.80
|
|
|
98.99
|
|
|
15,332,000
|
|
December 1 to 28
|
|
|
100.98
|
|
|
99.50
|
|
|
4,063,000
|
|
Note:
-
(1)
-
High
and low price based on intraday high and low trading prices. Source for data in the above table is the TSX.
On
December 28, 2016, the last trading day prior to the date of this Prospectus, the closing price of the 6.75% Debentures on the TSX was $100.97 (as reported by such stock
exchange).
10
Table of Contents
6.5% Bonds
The 6.5% Bonds were listed on the Professional Securities Market of the LSE under the trading symbol 48IL on June 12, 2014. To date the
LSE has not reported any trading activity.
DIVIDENDS
Our dividend policy provides that the amount of cash dividends, if any, to be paid on the Common Shares, is subject to the discretion of our
board of directors ("
Board
" or "
Board of Directors
") and may vary depending on a variety of factors,
including: (i) the prevailing economic and competitive environment; (ii) our results of operations and earnings; (iii) financial requirements for our operations and growth;
(iv) the satisfaction of solvency tests imposed by the CBCA for the declaration and payment of dividends; (v) contractual restrictions and financing agreement covenants; and
(vi) other relevant factors and conditions existing from time to time. It is the current intention of the Board of Directors to pay a dividend on our outstanding Common Shares of $0.50 annually
($0.125 quarterly) per Common Share. There is no guarantee that we will maintain this dividend policy.
Shareholders
of record on a dividend record date are entitled to receive dividends paid by us in respect of that month. Cash dividends are made on the last business day of the calendar
month to the shareholders of record on the 15th day of such month or the first business day thereafter.
SHARE CAPITAL
The authorized share capital of the Corporation consists of an unlimited number of Common Shares and 50,000,000 Preferred Shares of
which, as of December 28, 2016, 147,822,639 Common Shares and no Preferred Shares were issued and outstanding.
DESCRIPTION OF COMMON SHARES
Each Common Share entitles the holder thereof to receive notice of and to attend all meetings of shareholders of the Corporation and to one vote
per share at such meetings (other than meetings of another class of shares of the Corporation). The holders of Common Shares are, at the discretion of our Board of Directors and subject to the
preferences accorded to the holders of Preferred Shares and any other shares of the Corporation ranking senior to the Common Shares from time to time, as well as applicable legal restrictions,
entitled to receive any dividends declared by the Board of Directors on the Common Shares. See "
Dividends
".
DESCRIPTION OF PREFERRED SHARES
Our Board may at any time in accordance with the CBCA issue Preferred Shares in one or more series, each series to consist of such number of
shares and having such rights, privileges, restrictions and conditions as may be determined by the Board prior to such issuance. Except where specifically provided by the CBCA, the holders of the
Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting. The holders of each
series of Preferred Shares shall be entitled, in priority to holders of Common Shares and any other shares of the Corporation ranking junior to the Preferred Shares from time to time, to be paid
rateably with holders of each other series of Preferred Shares, the amount of accumulated dividends, if any, specified as being payable preferentially to the holders of such series.
11
Table of Contents
Liquidation, Dissolution or Winding-Up
In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of its assets among its shareholders, the
holders of the Preferred Shares and Common Shares shall be entitled, after payment of all liabilities of the Corporation, to share in all remaining assets of the Corporation
as follows:
-
(a)
-
the
holders of the Preferred Shares shall be entitled in priority to holders of Common Shares and any other shares of the Corporation ranking junior to the Preferred
Shares from time to time, to be paid rateably with holders of each other series of Preferred Shares in the amount, if any, specified as being payable preferentially to the holders of such
series; and
-
(b)
-
the
holders of the Common Shares shall be entitled, subject to the preferences accorded to holders of Preferred Shares and any other shares of the Corporation
ranking senior to the Common Shares from time to time, to share equally, share for share, in the remaining property of the Corporation.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
Subscription Receipts may be offered separately or together with other Securities. As at the date of this Prospectus, the Corporation has no
Subscription Receipts outstanding.
The
Subscription Receipts will be issued under a subscription receipt agreement entered into between us and an escrow agent (the "
Escrow
Agent
"). The applicable Prospectus Supplement will include details of the agreement pursuant to which such Subscription Receipts will be created and issued. Subscription
Receipts are a security of ours that will entitle the holders to receive Common Shares or other Securities or combination of Securities upon the satisfaction of certain conditions, typically the
completion of an acquisition by us of the assets or securities of another entity. Subsequent to the offering of Subscription Receipts, all or a portion of the subscription proceeds for the
Subscription Receipts are held in escrow by the Escrow Agent, pending the satisfaction of the conditions. Holders of Subscription Receipts are not shareholders. Holders of Subscription Receipts are
only entitled to receive Common Shares or other Securities upon exchange or conversion of their Subscription Receipts in accordance with the terms thereof or to a return of the subscription price for
the Subscription
Receipts together with any payments in lieu of interest or other income earned on the subscription proceeds.
The
particular terms and provisions of Subscriptions Receipts offered under any Prospectus Supplement, and the extent to which the general terms and provisions described in this
Prospectus may apply to those Subscription Receipts, will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description will include, where applicable:
(i) the number of Subscription Receipts offered; (ii) the price and currency or currency unit at which the Subscription Receipts will be offered; (iii) the terms, conditions and
procedures pursuant to which the holders of Subscription Receipts will become entitled to receive Common Shares or other Securities; (iv) the number of Common Shares or other Securities that
may be obtained upon exchange or conversion of each Subscription Receipt; (v) the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and
the number of Subscription Receipts that will be offered with each other Security; (vi) the terms applicable to the gross proceeds from the sale of such Subscription Receipts plus any interest
or other income earned thereon; and (vii) any other material terms and conditions of the Subscription Receipts. The terms and provisions of any Subscription Receipts offered under a Prospectus
Supplement may differ from the terms described above, and may not be subject to or contain any or all of the terms described above.
The
preceding description and any description of Subscription Receipts in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its
entirety by reference to the subscription receipt agreement relating to such Subscription Receipts.
12
Table of Contents
Subscription
Receipt certificates will be exchangeable for new Subscription Receipt certificates of different denominations at the office indicated in the applicable Prospectus
Supplement. In the case of Subscription Receipts which are exchangeable for other securities of the Corporation, the holders will not have any of the rights of holders of the securities issuable upon
the exchange of the Subscription Receipts until the issuance of those securities in accordance with the terms of the Subscription Receipts.
DESCRIPTION OF WARRANTS
Warrants may be offered separately or together with other Securities. As at the date of this Prospectus, the Corporation has no Warrants
outstanding.
The
Warrants may be issued under a separate Warrant agreement or indenture. The applicable Prospectus Supplement will include details of the agreement or indenture pursuant to which such
Warrants will be created and issued. A copy of any such Warrant agreement or indenture relating to an offering of Warrants will be filed by the Corporation with securities regulatory authorities in
Canada after it has been entered into by the Corporation. The following describes the general terms that will apply to any Warrants that may be offered by the Corporation pursuant to this Prospectus.
The terms and provisions of any Warrants offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.
The
particular terms and provisions of the Warrants offered under any Prospectus Supplement, and the extent to which the general terms of the Warrants described in this Prospectus may
apply to those Warrants, will be described in the applicable Prospectus Supplement filed in respect of the Warrants. This description will include, where applicable: (i) the number of Warrants
offered; (ii) the price and currency or currency unit at which the Warrants will be offered; (iii) the terms, conditions and procedures for the exercise of Warrants for Common Shares or
other Securities; (iv) the number of Common Shares or other Securities that may be obtained upon exercise of each Warrant; (v) the designation and terms of any other Securities with
which the Warrants will be offered, if any, and the number of Warrants that will be offered with each Security; (vi) the terms applicable to the gross proceeds from the sale of such Warrants
plus any interest earned thereon; and (vii) any other material terms and conditions of the Warrants.
The
preceding description and any description of Warrants in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by
reference to any Warrant agreement or indenture relating to such Warrants.
Warrant
certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the applicable Prospectus Supplement. In the case of Warrants
which are exercisable to purchase other securities of the Corporation, the holders will not have any of the rights of holders of the securities issuable upon the exercise of the Warrants until the
issuance of those securities in accordance with the terms of the Warrants.
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of any Debt Securities
offered, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in a Prospectus Supplement.
The
Debt Securities will be direct secured or unsecured obligations of the Corporation as described in the applicable Prospectus Supplement. The Debt Securities will be senior or
subordinated indebtedness of the Corporation as described in the applicable Prospectus Supplement. The senior Debt Securities will rank equal in right of payment to all other unsecured and
unsubordinated indebtedness of the Corporation (except for unsecured and unsubordinated indebtedness preferred by mandatory provisions of law). The subordinated Debt
13
Table of Contents
Securities
will be subordinated in right of payment to the prior payment in full of the senior Debt Securities and all other senior indebtedness of the Corporation.
The
Debt Securities will be issued under one or more indentures (each a "
Debt Indenture
") between the Corporation and a trustee that will
be named in the applicable Prospectus Supplement, including, without limitation, in respect of Debt Securities issued in Canada, under supplemental indentures to the indenture dated May 5, 2010
between the Corporation and Computershare Trust Company of Canada as debenture trustee, and in the case of Debt Securities to be issued in the United States and, if applicable, Canada, under a
trust indenture to be entered into between Just Energy and a trustee to be determined (the "
US Indenture
"). A copy of the US Indenture has been
filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The indenture under which any Debt Securities are issued will be specified in the applicable Prospectus
Supplement. The statements made hereunder relating to any Debt Indenture and the Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and do not purport to
be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Debt Indenture.
Each
Debt Indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Corporation. The
applicable
Prospectus Supplement will contain the terms and other information with respect to the Debt Securities being offered thereby, which may include the following:
-
(a)
-
the
designation, aggregate principal amount and authorized denominations of such Debt Securities;
-
(b)
-
the
currency or currency unit for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable
(in either case, if other than Canadian dollars);
-
(c)
-
any
applicable subordination provisions;
-
(d)
-
the
offering price or the percentage of the principal amount or discount at which such Debt Securities will be issued;
-
(e)
-
the
date or dates on which such Debt Securities will mature;
-
(f)
-
the
rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such interest rates (if any);
-
(g)
-
the
dates on which any such interest will be payable and the record dates for such payments;
-
(h)
-
the
name of the trustee under the Debt Indenture pursuant to which the Debt Securities are to be issued;
-
(i)
-
any
redemption term or terms under which such Debt Securities may be defeased;
-
(j)
-
whether
such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange,
transfer and ownership thereof;
-
(k)
-
the
place or places where principal, premium (if any) and interest (if any) will be payable;
-
(l)
-
any
sinking fund provisions;
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-
(m)
-
whether
such Debt Securities will be issued in whole or in part in the form of one or more global securities;
-
(n)
-
the
identity of the depositary for global securities;
-
(o)
-
whether
a temporary security is to be issued with respect to such Debt Securities and whether any interest payable prior to the issuance of definitive Debt
Securities of such series will be credited to the account of the persons entitled to such interest;
-
(p)
-
the
terms upon which beneficial interests in a temporary global Debt Security may be exchanged in whole or in part for beneficial interests in a definitive global
Debt Security or for individual definitive Debt Securities and the terms upon which such exchanges may be made;
-
(q)
-
the
securities exchange(s) on which such series of Debt Securities will be listed, if any;
-
(r)
-
any
terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the Debt Indenture;
-
(s)
-
any
right of the trustee or the holders to declare the principal, premium (if any) and interest (if any) with respect to such series of Debt Securities
to be due and payable;
-
(t)
-
the
governing law of such Debt Securities and Debt Indenture;
-
(u)
-
any
provisions relating to any security provided for such Debt Securities;
-
(v)
-
any
exchange or conversion terms; and
-
(w)
-
any
other specific terms, including any additional events of default or covenants not inconsistent with the provisions of the applicable indenture.
The
Debt Securities may, at our option, be issued in fully registered certificated form or in "book-entry only" form. Debt Securities in registered form will be exchangeable for other
Debt Securities of the same series and tenor, registered in the same name, for a like aggregate principal amount in authorized
denominations and will be transferable at any time or from time to time at the corporate trust office of the trustee for such Debt Securities.
Debt
Securities of a single series may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary. This Prospectus does not
qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including,
for example, an equity or debt security, a statistical measure of economic or financial performance (including, but not limited to, any currency, consumer price or mortgage index, or the price or
value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items). For greater certainty, this Prospectus may qualify for
issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or
more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a U.S. Federal funds rate.
The
preceding description and any description of Debt Securities in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its
entirety by reference to the Debt Indenture relating to such Debt Securities.
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In
the case of Debt Securities which are convertible into other securities of the Corporation, the holders will not have any of the rights of holders of the securities issuable upon the
conversion of the Debt Securities until the issuance of those securities in accordance with the terms of the Debt Securities and Debt Indenture.
DESCRIPTION OF SHARE PURCHASE CONTRACTS
The following sets forth certain general terms and provisions of the Share Purchase Contracts. The particular terms and provisions of any Share
Purchase Contracts offered, and the extent to which the general terms and provisions described below may apply to such Share Purchase Contracts, will be described in a Prospectus Supplement. The
Corporation may issue Share Purchase Contracts, representing contracts obligating holders to purchase from or sell to the Corporation, and obligating the Corporation to purchase from or sell to the
holders, a specified number of Common Shares or Preferred Shares, as applicable, at a future date or dates, including by way of instalment. The Corporation has delivered an undertaking to the
securities regulatory authority
in each of the provinces of Canada in which this Prospectus has been filed that the Corporation will not distribute Share Purchase Contracts to any member of the public in Canada unless the Prospectus
Supplement containing the specific terms of the Share Purchase Contracts to be distributed separately is first approved for filing by the securities regulatory authority in each of the provinces of
Canada where the Share Purchase Contracts will be distributed.
The
price per Common Share or Preferred Share, as applicable, may be fixed at the time the Share Purchase Contracts are issued or may be determined by reference to a specific formula
contained in the Share Purchase Contracts. The Corporation may issue Share Purchase Contracts in accordance with applicable laws and in such amounts and in as many distinct series as it
may determine.
The
applicable Prospectus Supplement will contain the terms and other information with respect to the Share Purchase Contracts being offered thereby, which may include
the following:
-
(a)
-
whether
the Share Purchase Contracts obligate the holder to purchase or sell, or both purchase and sell, Common Shares or Preferred Shares, as applicable, and the
nature and amount of each of those Common Shares or Preferred Shares, as applicable, or the method of determining those amounts;
-
(b)
-
whether
the Share Purchase Contracts are to be prepaid or not, or paid in instalments;
-
(c)
-
any
conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied;
-
(d)
-
whether
the Share Purchase Contracts are to be settled by delivery, or by reference or linkage to the value or performance of Common Shares or Preferred Shares,
as applicable;
-
(e)
-
any
acceleration, cancellation, termination or other provisions relating to the settlement of the Share Purchase Contracts;
-
(f)
-
the
date or dates on which the sale or purchase must be made, if any;
-
(g)
-
whether
such Share Purchase Contracts will be listed on any securities exchange;
-
(h)
-
whether
the Share Purchase Contracts will be issued in fully registered or global form;
-
(i)
-
any
rights, privileges, restrictions and conditions attaching to the Share Purchase Contracts; and
-
(j)
-
any
other specific terms.
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The
Prospectus Supplement will describe the terms of any Share Purchase Contracts. The preceding description and any description of Share Purchase Contracts in the applicable Prospectus
Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Share Purchase Contract agreement and, if applicable, collateral arrangements and
depository arrangements relating to such Share Purchase Contracts.
Share
Purchase Contract certificates will be exchangeable for new Share Purchase Contract certificates of different denominations at the office indicated in the Prospectus Supplement. In
the case of Share Purchase Contracts which obligate the holders to purchase securities from the Corporation, the holders will not have any of the rights of holders of the securities to be purchased
pursuant to the Share Purchase Contracts until the completion of the purchase of those securities by the relevant holder in accordance with the terms of the Share Purchase Contract.
DESCRIPTION OF UNITS
The Corporation may issue Units, separately or together, with other Securities. The applicable Prospectus Supplement will include details of the
Units being offered thereunder. As at the date of this Prospectus, the Corporation has no Units outstanding.
Each
Unit will be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a
holder of each Security. The following describes the general terms that will apply to any Units that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any
Units offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.
The
particular terms and provisions of the Units offered under any Prospectus Supplement, and the extent to which the general terms of the Units described in this Prospectus apply to
those Units, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable: (i) the number of Units offered; (ii) the price or prices, if
any, at which the Units will be issued; (iii) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); (iv) the currency
or currency unit in which the Units will be offered; (v) the Securities comprising the Units; (vi) whether the Units will be issued with any other securities and, if so, the amount and
terms of such securities; (vii) any minimum or maximum subscription amount; (viii) whether the Units and the Securities comprising the Units are to be issued in registered form,
"book-entry only" form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
(ix) any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and (x) any other material terms or conditions of the Units
or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.
OTHER MATTERS RELATING TO THE SECURITIES
General
The Securities may be issued in fully registered certificated form or in book-entry only form.
Certificated Form
Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by our
transfer agent and registrar or the applicable trustee.
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Book-Entry Only Form
Securities issued in "book-entry only" form must be purchased, transferred or redeemed through participants in a depository service of a
depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the Prospectus Supplement will
be a participant of the depository. On the closing of a book-entry only offering, we will cause a global certificate or certificates or an electronic deposit representing the aggregate number of
Securities subscribed for under such offering to be delivered to or deposited with, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities
will be entitled to a certificate or other instrument from us or the depository evidencing that purchaser's ownership thereof, and no purchaser will be shown on the records maintained by the
depository except through a book-entry account of a participant acting on behalf of such purchaser. Each purchaser of Securities will receive a customer confirmation of purchase from the registered
dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer
confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in
the Securities. Reference in this Prospectus to a holder of Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.
If
we determine, or the depository notifies us in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the
Securities and we are unable to locate a qualified successor, or if we at our option elect, or are required by law, to terminate the book-entry system, then the Securities will be issued in
certificated form to holders or their nominees.
Transfer, Conversion or Redemption of Securities
Certificated Form
Transfer of ownership, conversion or redemptions of Securities held in certificated form will be effected by the registered holder of the
Securities in accordance with the requirements of our transfer agent and registrar and the terms of the agreement, indenture or certificates representing such Securities, as applicable.
Book-Entry Only Form
Transfer of ownership, conversion or redemptions of Securities held in book-entry only form will be effected through records maintained by the
depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who
desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take
action with respect to such holder's interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.
Payments and Notices
Certificated Form
Any payment of principal, a redemption amount, a dividend or interest (as applicable) on a Security will be made by us, and any notices
in respect of a Security will be given by us, directly to the registered holder of such Security, unless the applicable agreement, indenture or certificate in respect of such Security provides
otherwise.
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Book-Entry Only Form
Any payment of principal, a redemption amount, a dividend or interest (as applicable) on a Security will be made by us to the depository
or its nominee, as the case may be, as the registered holder of the Security and we understand that such payments will be credited by the depository or its nominee in the appropriate amounts to the
relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.
As
long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the
Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, our responsibility and liability in respect of notices or payments on the Securities is limited
to giving or making payment of any principal, redemption, dividend or interest (as applicable) due on the Securities to the depository or its nominee.
Each
holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to
exercise any rights with respect to the Securities.
We
understand that under existing industry practices, if we request any action of holders or if a holder desires to give any notice or take any action which a registered holder is
entitled to give or take with respect to any Securities issued in book-entry only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take
such action, in accordance with the procedures established by the depository or agreed to from time to time by us, any trustee and the depository. Accordingly, any holder that is not a participant
must rely on the contractual arrangement it has directly or indirectly through its financial intermediary with its participant to give such notice or take such action.
We,
the underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry only form, as applicable, will not have
any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interest of the Securities held by the depository or the book-entry accounts
maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with
respect to the depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the
directions of the participants.
PLAN OF DISTRIBUTION
We may sell the Securities: (i) to underwriters or dealers purchasing as principal; (ii) directly to one or more purchasers
pursuant to applicable statutory exemptions; or (iii) through underwriters, dealers or agents in Canada, the United States and elsewhere where permitted by law, in any case for cash or
other consideration. Only those underwriters, dealers or agents named in a Prospectus Supplement will be the underwriters, dealers or agents in connection with the Securities offered thereby.
The
Prospectus Supplement relating to a particular offering of Securities will also set forth the terms of the offering of the Securities including, to the extent applicable:
(i) the name or names of any underwriters, dealers or agents; (ii) any fees, discounts, commissions or other remuneration payable to such underwriters, dealers or agents in connection
with the offering; (iii) a description of services to be provided by underwriters, dealers or agents in relation to the offering; (iv) the method of distribution of the Securities; and
(v) in the event the offering is a fixed price distribution, the initial offering price and the proceeds that we will receive. The distribution of Securities may be effected from time to time
in one or more transactions at fixed prices or at market prices prevailing at the time of sale, which prices may vary between purchasers and during the period of distribution of the Securities,
including sales in transactions that are deemed to be "at-the-market distributions" in accordance with National Instrument 44-102
Shelf
Distributions
(described below). Any public offering
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price
and any discounts or concessions allowed or reallowed or paid to underwriters, dealers or agents may be changed from time to time.
If
underwriters purchase Securities as principal, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those Securities
will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities
are purchased.
The
Securities may also be sold directly by us at prices and upon terms agreed to by the purchaser and us, or through underwriters, dealers or agents designated by us from time to time.
Any underwriter, dealer or agent involved in the offering and sale of the Securities pursuant to this Prospectus will be named, and any commissions or fees payable by us to that underwriter, dealer or
agent will be set forth, in the applicable Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any underwriter, dealer or agent through which we sell Securities would be
acting on a "best efforts" basis for the period of its appointment.
Underwriters,
dealers or agents may make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an "at-the-market distribution"
as defined in and subject to limitations imposed by applicable securities laws which includes sales made directly on an existing trading market for our Common Shares, or sales made to or through a
market maker other than on an exchange. In connection with any offering of Securities, except with respect to "at-the-market distributions", underwriters may over-allot or effect transactions which
stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued
at any time. No underwriter, dealer or agent involved in an "at-the-market distribution", as defined under applicable Canadian securities legislation, no affiliate of such an underwriter, dealer or
agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent will over-allot Securities in connection with such distribution or effect any other transactions
that are intended to stabilize or maintain the market price of the Securities. The Corporation intends to submit an application with applicable securities regulatory authorities for exemptive
relief if and when it determines to proceed with an "at-the-market" distribution. Such application will include the specific terms of the proposed "at-the-market" distribution. The Corporation will
not complete an "at-the-market" distribution without first obtaining such exemptive relief.
Unless
a Prospectus Supplement provides otherwise, any offering of Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or Units will be a new
issue of Securities with no
established trading market, and unless otherwise specified in the applicable Prospectus Supplement, such Securities will not be listed on any securities exchange.
There is no
market through which the Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or Units may be sold and purchasers may not be able to resell such Securities
purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity
of the Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or Units, and the extent of issuer regulation. See "
Risk
Factors
".
Certain dealers may make a market in the Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Share Purchase Contracts or
Units, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in such Securities nor as to
the liquidity of the trading market, if any, for such Securities.
This
Prospectus does not qualify any securities that would be "specified derivatives" as defined in National Instrument 44-102
Shelf
Distributions
.
Underwriters,
dealers or agents who participate in the distribution of Securities under this Prospectus may be entitled under agreements to be entered into with us to indemnification by
us against certain liabilities, including liabilities under securities legislation (including under the 1933 Act and applicable securities legislation in Canada), or contribution with respect to
payments which the underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers or agents may be customers of, engage in transactions with, or perform services
for, us in the ordinary course of business.
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CERTAIN INCOME TAX CONSIDERATIONS
Applicable Prospectus Supplements may describe certain Canadian and/or United States federal income tax consequences generally applicable
to investors arising from purchasing, holding, and disposing of Securities. However, prospective investors are cautioned and advised to consult with their own independent tax advisors and legal
counsel as necessary prior to purchasing Securities.
OTHER FACTS
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Other than as set forth below, no director or executive officer of the Corporation, or a security holder holding a sufficient number of
securities of the Corporation to affect materially the control of the Corporation, is, as at the date hereof, or has been within the 10 years before the date hereof, a director, or executive
officer of any company that, while such person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any
exemption under securities legislation for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive officer ceased to be a
director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company any exemption under securities legislation, for a period
of more than 30 consecutive days; or (iii) within a year of such person ceasing to act in that capacity become bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Mr. John
Brussa was formerly a director of Calmena Energy Services Inc. ("
Calmena
") which was placed in receivership on
January 20, 2015. Mr. Brussa resigned as a director of Calmena on June 30, 2014. Mr. Brussa was formerly a director of Enseco Energy Services Inc.
("
Enseco
") which was placed in receivership on October 14, 2015. Mr. Brussa resigned as a director of Enseco on October 13, 2015.
Mr. Brussa is a director of Argent Energy Ltd. which is the administrator of Argent Energy Trust. On February 17, 2016, Argent Energy Trust and its Canadian and
United States holding companies (collectively "
Argent
") commenced proceedings under the
Companies' Creditors Arrangement
Act
("
CCAA
") for a stay of proceedings until March 19, 2016. On the same date, Argent filed voluntary petitions for
relief under Chapter 15 of the United States Bankruptcy Code ("
Chapter 15
"). On March 9, 2016, the stay of proceedings under
the CCAA was extended until May 17, 2016. Additionally on March 10, 2016 the United States Bankruptcy Court approved an order recognizing the CCAA as the foreign main proceedings
under Chapter 15. Mr. Brussa was formerly a director of Twin Butte Energy Ltd. ("
Twin Butte
"). Mr. Brussa resigned as a
director of Twin Butte on September 1, 2016. On September 1, 2016, the senior lenders of Twin Butte (the "
Twin Butte Senior Lenders
") made
an application to the Court of Queen's Bench of Alberta (the "
Court
") to appoint a receiver and manager over the assets, undertakings and property of
Twin Butte under the Bankruptcy and Insolvency Act (Canada) and trading in the common shares of Twin Butte was suspended by the TSX. On September 1, 2016, the Twin Butte Senior Lenders were
granted a receivership order by the Court.
LEGAL MATTERS
Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain Canadian legal matters relating to the
offering of such Securities will be passed upon for us by Fasken Martineau DuMoulin LLP and certain United States legal matters, to the extent they are addressed in any Prospectus
Supplement, will be passed upon for us by Andrews Kurth Kenyon LLP. In addition, certain legal matters in connection with any offering of Securities may be passed upon for any underwriters,
dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and United States law.
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INTEREST OF EXPERTS
Except as set forth below or in a Prospectus Supplement relating to an offering of Securities, there is no person or company who is named as
having prepared or certified a report, valuation, statement or opinion in this Prospectus or an amendment to this Prospectus, either directly or in a document incorporated by reference herein, and
whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company (excluding the auditors of businesses acquired by us).
Ernst &
Young LLP is the auditor of the Corporation and is independent of the Corporation in accordance with the Rules of Professional Conduct of the Chartered Professional
Accountants of Ontario.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been or will be filed with the SEC as part of the Registration Statement of which this Prospectus is a part insofar
as required by Form F-10: (i) the documents listed under the heading "
Documents Incorporated by Reference
"; (ii) the consent of
Ernst & Young LLP; (iii) powers of attorney from certain directors and officers pursuant to which the amendments to the Registration Statement may be signed; and (iv) the
Debt Indenture.
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JUST ENERGY GROUP INC.
Up to US$150,000,000
of 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares
PROSPECTUS SUPPLEMENT
May 2, 2017
FBR
Just Energy (NYSE:JE)
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From Aug 2024 to Sep 2024
Just Energy (NYSE:JE)
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From Sep 2023 to Sep 2024