Washington, D.C. 20549
JUST ENERGY GROUP INC.
(
Exact name of Registrant as specified
in its charter
)
Canada
(
Province or other Jurisdiction of
Incorporation or Organization
)
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4924
(
Primary Standard Industrial
Classification Code
Number)
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Not Applicable
(
I.R.S. Employer Identification No.
)
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6345 Dixie Road, Suite 200
Mississauga, Ontario, Canada L5T 2E6
(905) 670-4440
(
Address and telephone number of Registrant's principal executive offices
)
Just Energy (U.S.) Corp.
5251 Westheimer Road, Suite 1000
Houston, Texas 77056
(855) 694-8529
(
Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States
)
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_________________
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Title of Each Class
Common Shares, No Par Value
8.50% Series A Fixed-to-Floating
Rate
Cumulative Redeemable
Perpetual Preferred Shares
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Trading Symbol(s)
JE
JE.PR.A
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Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
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For annual reports, indicate by check mark the information filed with this Form:
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[X]
Annual information form
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[X]
Audited annual financial statements
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Indicate the number
of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual
report:
The Registrant
had 149,595,952 Common Shares outstanding and 4,662,165 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual
Preferred Shares outstanding as at March 31, 2019
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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
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Disclosure Controls and Procedures
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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 Registrant's management as appropriate to allow timely decisions
regarding required disclosure.
The Registrant’s Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the Registrant's disclosure controls and procedures, as
defined in Rule 13a-15(e) under the Exchange Act, as of March 31, 2019 and have determined that such disclosure controls and procedures
were effective as of March 31, 2019.
As disclosed under the heading “Management’s
Discussion and Analysis – Controls and Procedures,” contained in the Management’s Discussion and Analysis (the
“MD&A”) for the year ended March 31, 2019, filed as Exhibit 1.2 to this Annual Report on Form 40-F (this “Annual
Report”), in January 2019, the Registrant identified and remediated a deficiency in the design and operating effectiveness
of certain internal controls related to the preparation, analysis and review of certain gross margin accounts in certain markets.
Upon identification of the deficiency, the Registrant designed internal controls, including account reconciliations, to remediate
the deficiency in design. These new internal controls were effectively operated for the months ended February 28, 2019 and
March 31, 2019, and the internal control deficiency is considered to be effectively remediated as at March 31, 2019. No other changes
were made in the Registrant’s internal control over financial reporting or in other factors during the period covered by
this Annual Report that have materially affected or are likely to materially affect the Registrant’s internal control over
financial reporting.
The information provided under the heading
“Management’s Discussion and Analysis – Controls and Procedures,” contained in the MD&A for the year
ended March 31, 2019, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
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B.
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Management's Annual Report on Internal Control Over Financial Reporting
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Management of the Registrant is responsible
for establishing and maintaining adequate internal control over the Registrant's 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 Registrant's Chief Executive Officer and Chief Financial Officer have assessed the effectiveness of the Registrant's
internal control over financial reporting as at March 31, 2019 in accordance with the Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, the
Registrant’s Chief Executive Officer and the Chief Financial Officer have determined that the Registrant’s internal
control over financial reporting was effective as of March 31, 2019.
The information provided under the heading
“Management’s Discussion and Analysis – Controls and Procedures – Internal Control over Financial Reporting,”
contained in the MD&A for the year ended March 31, 2019, filed as Exhibit 1.2 to this Annual Report, is incorporated herein
by reference.
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C.
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Attestation Report of the Registered Public Accounting Firm
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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, 2019. For a copy of E&Y's report see Exhibit 1.3
to this Annual Report.
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D.
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Changes in Internal Control Over Financial Reporting
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During the period covered by this Annual
Report, the Registrant identified and remediated a deficiency in the design and operating effectiveness of certain internal controls
related to the preparation, analysis and review of certain gross margin accounts in certain markets. Upon identification of the
deficiency, the Registrant designed internal controls, including account reconciliations, to remediate the deficiency in design.
There have been no other changes in the Registrant’s internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
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E.
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Notice of Pension Fund Blackout Period
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The Registrant was not required by Rule
104 of Regulation BTR to send any notice to any of its directors or executive officer during the fiscal year ended March 31, 2019.
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F.
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Audit Committee Financial Expert
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The Registrant’s board of directors
has determined that Mr. H. Clark Hollands, an individual serving on the audit committee of the Registrant's 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.
The Registrant has adopted a code of ethics
(the “Code of Conduct”) that applies to all directors, officers and employees, including its principal executive officer,
principal financial officer, principal accounting officer or controller and persons performing similar functions. The Code of Conduct
is available on the Registrant’s 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.
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H.
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Principal Accountant Fees and Services and Audit Committee Pre-Approval Policies
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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, 2019, filed as Exhibit 1.1 to this Annual Report, is incorporated
herein by reference.
Audit Committee Pre-Approval Policies
and Procedures
All audit and non-audit services performed
by the Registrant's external auditor must be pre-approved by the audit committee of the Registrant.
For the fiscal year ended March 31, 2019,
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, 2019, filed as Exhibit 1.1 to this Annual Report, is incorporated herein by reference.
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I.
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Off-Balance Sheet Arrangements
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The Registrant has issued letters
of credit in accordance with its credit facility totaling $94.0 million to various counterparties, primarily utilities in the
markets where it operates, as well as suppliers.
Pursuant to separate arrangements with
several bond agencies, The Hanover Insurance Group 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, 2019 were $70.3 million.
The information provided under the heading
“Management's Discussion and Analysis – Off Balance Sheet Items,” contained in the MD&A for the year ended
March 31, 2019, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
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J.
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Tabular Disclosure of Contractual Obligations
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The information provided under the heading
“Management's Discussion and Analysis – Contractual Obligations,” contained in the MD&A for the year ended
March 31, 2019, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
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K.
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Identification of the Audit Committee
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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, Ross and Weld, all of whom are independent as such term is defined under Rule 10A-3 of the Exchange Act and the
listing standards of the New York Stock Exchange.
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L.
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Critical Accounting Policies
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The information provided under the heading
“Management's Discussion and Analysis – Critical Accounting Estimates,” contained in the MD&A for the year
ended March 31, 2019, filed as Exhibit 1.2 to this Annual Report, is incorporated herein by reference.
The Registrant has submitted to the SEC,
included in Exhibit 101 to this Annual Report, an Interactive Data File.
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.
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O.
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Corporate Governance Practices
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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 Registrant's website at www.justenergygroup.com.
UNDERTAKING AND CONSENT TO SERVICE
OF PROCESS
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.
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B.
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Consent to Service of Process
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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:
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 21, 2019
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By:
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/s/ Jim Brown
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Name:
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Jim Brown
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Title:
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Chief Financial Officer
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