SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2017
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Commission File Number: 001-35400
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JUST ENERGY GROUP INC.
(Exact name of Registrant as specified in its charter)
Canada
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4924
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Not Applicable
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(Province or other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Classification Code Number)
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6345 Dixie Road, Suite 200
Mississauga, Ontario, Canada L5T 2E6
(905) 670-4440
(Address and telephone number of Registrants principal executive offices)
Corporation Service Company
1090 Vermont Avenue N.W.
Washington DC 20005
(800) 927-9800
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, No Par Value
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New York Stock Exchange
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8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares
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New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed with this Form:
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Annual information form
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Audited annual financial statements
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Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
The Registrant had 147,031,538 Common Shares outstanding and 4,040,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as at March 31, 2017
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes
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No
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes
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No
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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A.
Disclosure Controls and Procedures
Disclosure controls and procedures are defined in Rule 13a-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), as those controls and other procedures that are designed to ensure that information required to be disclosed by the Registrant in reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the SEC). Rule 13a-15(e) also provides that disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Registrant is accumulated and communicated to the Registrants management as appropriate to allow timely decisions regarding required disclosure.
The Registrants Chief Executive Officers and Chief Financial Officer have evaluated the effectiveness of the Registrants disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, as of March 31, 2017 and have determined that such disclosure controls and procedures were effective as of March 31, 2017.
No changes were made in the Registrants internal control over financial reporting or in other factors during the period covered by this Annual Report on Form 40-F (this Annual Report) that have materially affected or are likely to materially affect the Registrants internal control over financial reporting.
The information provided under the heading Managements Discussion and Analysis Controls and Procedures, contained in the Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
B.
Managements Annual Report on Internal Control Over Financial Reporting
Management of the Registrant is responsible for establishing and maintaining adequate internal control over the Registrants financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. The Registrants Chief Executive Officers and Chief Financial Officer have assessed the effectiveness of the Registrants internal control over financial reporting as at March 31, 2017 in accordance with the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Registrants Chief Executive Officers and the Chief Financial Officer have determined that the Registrants internal control over financial reporting was effective as of March 31, 2017.
The information provided under the heading Managements Discussion and Analysis Report of Management on Internal Control over Financial Reporting, contained in Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
The Registrants registered public accounting firm that audited the financial statements included in this Annual Report containing the disclosure required herein has issued an attestation report on managements assessment of the Registrants internal control over financial reporting for the year ended March 31, 2017. The auditors attestation report on managements assessment of the Registrants internal control over financial reporting is included in Exhibit 1.3 to this Annual Report.
C.
Attestation Report of the Registered Public Accounting Firm
Ernst & Young LLP (E&Y), the independent registered public accounting firm of the Registrant, has issued an attestation report on the effectiveness of the internal control over financial reporting of the Registrant as of March 31, 2017. For a copy of E&Ys report see Exhibit 1.3 to this Annual Report.
D.
Changes in Internal Control Over Financial Reporting
During the period covered by this Annual Report, there have been no changes in the Registrants internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.
E.
Notice of Pension Fund Blackout Period
The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive officers during the fiscal year ended March 31, 2017.
F.
Audit Committee Financial Expert
The Registrants board of directors has determined that Mr. H. Clark Hollands, an individual serving on the audit committee of the Registrants board of directors, is an audit committee financial expert within the meaning of General Instruction B(8)(b) of Form 40-F under the Exchange Act and is independent within the meaning of Rule 10A-3 under the Exchange Act and the listing standards of the New York Stock Exchange.
The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an expert for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.
G.
Code of Ethics
The Registrant has adopted a code of ethics (the Code of Conduct) that applies to all directors, officers and employees, including its principal executive officers, principal financial officer, principal accounting officer or controller and persons performing similar functions. The Code of Conduct is available on the Registrants internet website, www.justenergygroup.com, under the Corporate Governance tab and will be provided without charge to any person that requests a copy by contacting the Corporate Secretary of the Registrant at the address that appears on the cover page of this Annual Report.
H.
Principal Accountant Fees and Services and Audit Committee Pre-Approval Policies
Principal Accountant Fees
The information provided under the heading Schedule A Audit Committee Information Required in an AIF External Auditor Service Fees in the Annual Information Form for the fiscal year ended March 31, 2017, filed as Exhibit 1.1 to this Annual Report, is incorporated herein by reference.
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Audit Committee Pre-Approval Policies and Procedures
All audit and non-audit services performed by the Registrants external auditor must be pre-approved by the audit committee of the Registrant.
For the fiscal year ended March 31, 2017, all audit and non-audit services performed by E&Y were pre-approved by the audit committee of the Registrant.
The information provided under the headings Pre-Approval Policies and Procedures and External Auditor Service Fees contained in the Annual Information Form for the year ended March 31, 2017, filed as Exhibit 1.1 to this Annual Report, is incorporated herein by reference.
I.
Off-Balance Sheet Arrangements
The Registrant has issued letters of credit in accordance with its credit facility totaling $109.2 million to various counterparties, primarily utilities in the markets where it operates, as well as suppliers.
Pursuant to separate arrangements with several bond agencies, Westchester Fire Insurance Company, Travelers Casualty and Surety Company of America, Berkley Insurance Company and Charter Brokerage LLC, the Registrant has issued surety bonds to various counterparties including states, regulatory bodies, utilities and various other surety bond holders in return for a fee and/or meeting certain collateral posting requirements. Such surety bond postings are required in order to operate in certain states or markets. Total surety bonds issued as at March 31, 2017 were $55.9 million.
The information provided under the heading Managements Discussion and Analysis Off Balance Sheet Items, contained in Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
J.
Tabular Disclosure of Contractual Obligations
The information provided under the heading Managements Discussion and Analysis Contractual Obligations, contained in Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
K.
Identification of the Audit Committee
The Registrant has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is comprised of Messrs. Gahn, Hollands, Perlman and Sladoje, all of whom are independent as such term is defined under Rule 10A-3 of the Exchange Act and the rules and regulations of the New York Stock Exchange.
L.
Critical Accounting Policies
The information provided under the heading Managements Discussion and Analysis Critical Accounting Estimates, contained in Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
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M.
Interactive Data File
The Registrant is not currently required to submit to the SEC, nor post to its corporate website, an Interactive Data File.
N.
Mine Safety
The Registrant is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
O.
Corporate Governance Practices
There are certain differences between the corporate governance practices applicable to the Registrant and those applicable to U.S. companies under the NYSE listing standards. A summary of these differences can be found on the Registrants website at www.justenergygroup.com.
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A.
Undertaking
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
B.
Consent to Service of Process
The Registrant has previously filed with the SEC a Form F-X in connection with its common shares. Any change to the name or address of the agent for service of process shall be communicated promptly to the SEC by an amendment to the Form F-X.
EXHIBITS
The following exhibits are filed as part of this Annual Report:
Number
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Document
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1.1
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Annual Information Form for the year ended March 31, 2017
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1.2
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Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017
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1.3
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Audited Consolidated Financial Statements for the year ended March 31, 2017, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the report of the auditors thereon
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23.1
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Consent of Ernst & Young LLP
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31.1
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Certification of the CEOs and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of the CEOs and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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JUST ENERGY GROUP INC.
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Dated: May 31, 2017
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By:
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/s/ Jonah T. Davids
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Name:
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Jonah T. Davids
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
Number
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Document
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1.1
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Annual Information Form for the year ended March 31, 2017
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1.2
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Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2017
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1.3
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Audited Consolidated Financial Statements for the year ended March 31, 2017, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the report of the auditors thereon
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23.1
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Consent of Ernst & Young LLP
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31.1
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Certification of the CEOs and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of the CEOs and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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