Just Energy Group
Inc.
(Exact name of Registrant as specified in its charter)
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Canada
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4924
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Not Applicable
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(Province or other Jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer
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of Incorporation or Organization)
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Classification Code Number (if applicable))
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Identification Number (if applicable))
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6345 Dixie Road, Suite 400
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Mississauga, Ontario, Canada L5T 2E6
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(905) 670-4440
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(Address and telephone number of Registrant’s principal executive offices)
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Just Energy (U.S.) Corp.
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5251 Westheimer Road, Suite 1000
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Houston, Texas 77056
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(855) 694-8529
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(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
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Copies to:
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Richard H. Kronthal
Hunton Andrews Kurth LLP
200 Park Avenue
New York, New York 10166
(212) 309-1000
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John M. Sabetti
Fasken Martineau DuMoulin LLP
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333 Bay Street, Suite 2400
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Toronto, Ontario, Canada M5H 2T6
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(416) 865-4455
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Approximate date of commencement of proposed sale of the securities to the public:
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From time to time after this Registration Statement becomes effective.
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Province of Ontario, Canada
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(Principal jurisdiction regulating this offering (if applicable))
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It is proposed that this filing shall become effective (check appropriate
box):
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A.
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¨ Upon filing with the Commission,
pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and
Canada).
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B.
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x At some future date (check the appropriate
box below):
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1.
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¨ pursuant to Rule 467(b) on ( ) at ( ).
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2.
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¨ pursuant to Rule 467(b) on ( ) at ( )
because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (
).
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3.
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¨ pursuant to Rule 467(b) as soon as
practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the
review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
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4.
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x after the filing of the next amendment to
this Form (if preliminary material is being filed).
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check
the following box. x
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be Registered (1)(2)
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Proposed Maximum Offering Price Per Security
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Proposed Maximum Aggregate Offering Price (3)
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Amount of Registration Fee (4)
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Common Shares
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Preferred Shares
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Subscription Receipts
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Warrants
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Senior Debt Securities
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Subordinated Debt Securities
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Guarantees of Debt Securities
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Units
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Total
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US$758,600,000
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100%
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US$758,600,000
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US$98,466.28
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(1) There are being registered under this Registration Statement such
indeterminate number of common shares, preferred shares, subscription receipts, warrants, senior debt securities, subordinated
debt securities, guarantees of debt securities and units as shall have an aggregate initial offering price not to exceed US$758,600,000.
Any securities registered by this Registration Statement may be sold separately or as units with other securities registered under
this Registration Statement. The proposed maximum initial offering price per security will be determined, from time to time, by
the Registrant in connection with the sale of the securities under this Registration Statement.
(2) Unites States dollar amounts are calculated based on the Bank of
Canada daily exchange rate of C$1.00 = US$0.7586, on December 13, 2019.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(4) A registration fee of US$97,010.40 was previously paid in connection
with the Registrant's Registration Statement on Form F-10 (File No. 333-222141) (the “Prior Registration Statement”),
initially filed on December 18, 2017, which registered a proposed maximum aggregate offering price of US$779,200,000.00. US$689,133,581.44
of securities remain unsold from the Prior Registration Statement. Consequently, pursuant to Rule 457(p) under the Securities Act,
US$85,797.13 paid in connection with the Prior Registration Statement is being offset against the filing fee due in connection
with this Registration Statement. Accordingly, US$12,669.15 is being paid at the time of filing this Registration Statement.
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided
in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may
determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES
OR PURCHASERS
Information contained herein is subject to completion
or amendment. A registration statement relating to the securities has been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This
preliminary prospectus shall not constitute an offer or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
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.
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New Issue
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December 16, 2019
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PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
JUST ENERGY GROUP INC.
$1,000,000,000
Common Shares
Preferred Shares
Subscription Receipts
Warrants
Debt Securities
Units
Just Energy Group Inc. (“Just Energy”, the “Corporation”,
“we”, “us” or “our”) 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”); and (vi) units comprised
of one or more of the other securities described in this Prospectus (“Units” and together with the Common Shares,
Preferred Shares, Subscription Receipts and Warrants, 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 the audit of such financial
statements 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 purchasers of Securities 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 prospective purchasers of Securities who are residents in, or citizens of, the United States or Canada may not be fully described
herein. Prospective purchasers of Securities 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
by U.S. Investors”.
An investment in Securities involves significant risks that should
be carefully considered by prospective purchasers 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 purchasers 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 of Preferred Shares, 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), any dividend rate and the related 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 (if applicable), 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 the
Debt Securities will be secured or unsecured, 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; and (vi) 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 and 8.50% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) are listed and posted for trading
on the Toronto Stock Exchange (“TSX”) under the symbol “JE” and “JE.PR.U”, respectively, and
on the New York Stock Exchange (“NYSE”) under the symbol “JE” and “JE PR A”, respectively.
Our 6.75% convertible unsecured subordinated debentures, which mature on December 31, 2021 and March 31, 2023 (respectively, the
“6.75% $160 Million Debentures” and the “6.75% $100 Million Debentures”) are listed on the TSX under the
symbols “JE.DB.C” and “JE.DB.D”, respectively. Our 6.5% convertible unsecured senior subordinated bonds,
which mature on December 31, 2020 (the “6.5% Bonds”) are listed on the Professional Securities Market of the London
Stock Exchange (the “LSE”) under the symbol “48IL”. On December 13, 2019, being the last trading day prior
to the date of this Prospectus, the closing price of the Common Shares, the 6.75% $160 Million Debentures and the 6.75% $100 Million
Debentures on the TSX was $2.36, $63.00 and $61.00, respectively, and the closing price for the Common Shares and the Series A
Preferred Shares on the NYSE was US$1.79 and US$10.60, respectively. As no trading of the Series A Preferred Shares occurred on
the TSX from December 11, 2019 to December 13, 2019, the last closing price prior to the date of this Prospectus of the Series
A Preferred Shares was $10.40 on December 10, 2019. 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 or Units will be a new issue of Securities with no established
trading market and, accordingly, 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 (other than Series A Preferred Shares), Subscription Receipts,
Warrants, Debt Securities 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 such 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 transactions that are deemed to be “at-the-market distributions” in
accordance with National Instrument 44-102 - Shelf Distributions, the underwriters, dealers or agents 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”.
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 Hunton Andrews Kurth LLP with respect to United States legal matters.
William F. Weld, Walter Higgins III, R. Scott Gahn, James Brown,
Sam N. Mavalwalla, M. Mary Munnelly, and C. Brent Moore 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 6345 Dixie Road, Suite 400, Mississauga,
Ontario L5T 2E6. The registered office of the Corporation is located at 100 King Street West, Suite 2630, Toronto, Ontario M5X
1E1.
TABLE OF CONTENTS
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Page
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ABOUT THIS PROSPECTUS
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1
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DOCUMENTS INCORPORATED BY REFERENCE
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1
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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3
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ADDITIONAL INFORMATION
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4
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ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. INVESTORS
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5
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NON-IFRS MEASURES
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5
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PRESENTATION OF FINANCIAL INFORMATION
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CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
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6
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JUST ENERGY GROUP INC.
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7
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RISK FACTORS
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USE OF PROCEEDS
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CONSOLIDATED CAPITALIZATION
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EARNINGS COVERAGE RATIOS
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PRIOR SALES
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9
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PRICE RANGE AND TRADING VOLUME
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11
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SHARE CAPITAL
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14
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DESCRIPTION OF COMMON SHARES
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14
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DESCRIPTION OF PREFERRED SHARES
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14
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
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17
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF UNITS
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OTHER MATTERS RELATING TO THE SECURITIES
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PLAN OF DISTRIBUTION
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CERTAIN INCOME TAX CONSIDERATIONS
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CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
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LEGAL MATTERS
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INTEREST OF EXPERTS
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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
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PURCHASERS’ STATUTORY RIGHTS
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PURCHASERS’ CONTRACTUAL RIGHTS OF RESCISSION
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CERTIFICATE OF THE CORPORATION
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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 prospective purchasers of such
Securities 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,
prospective purchasers of Securities 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.
Prospective purchasers of Securities 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
prospective purchasers of Securities 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. Prospective purchasers of Securities 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, 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.
The following documents filed with securities commissions or similar
authorities in each of the Provinces of Canada are incorporated by reference into and form an integral part of this Prospectus:
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(a)
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the management information circular of the Corporation dated May 15, 2019 for the annual and special
meeting of shareholders held on June 26, 2019 (the “2019 Circular”);
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(b)
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the annual information form of the Corporation dated May 15, 2019 in respect of the year ended
March 31, 2019 (the “AIF”);
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(c)
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the audited comparative consolidated annual financial statements of the Corporation as at and for
the year ended March 31, 2019, together with the notes thereto and the auditors’ report thereon (as restated on August 14,
2019) (the “Annual Financial Statements”);
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(d)
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the management’s discussion and analysis of financial condition and results of operations
of the Corporation for the year ended March 31, 2019 - August 14, 2019 (as restated on August 14, 2019) (the “Annual MD&A”);
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(e)
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the unaudited interim condensed consolidated financial statements of the Corporation as at and
for the three and six months ended September 30, 2019, together with the notes thereto (the “Second Quarter Financial
Statements”);
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(f)
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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, 2019 (the “Second Quarter MD&A”);
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(g)
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the material change report of the Corporation dated August 1, 2019, relating to management’s
identification, during its strategic review, of customer enrolment and non-payment issues, primarily in Texas, and management’s
subsequent update to its provisioning methodology used to estimate its reserve for trade receivables;
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(h)
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the material change report of the Corporation dated October 18, 2019 relating to the entering into
of a share purchase agreement to sell the Corporation’s UK operations, Hudson Energy Supply UK Limited, to Shell Energy Retail
Limited; and
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(i)
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the material change report of the Corporation dated December 12, 2019 relating to the Corporation’s
suspension of the declaration and payment of dividends on the Series A Preferred Shares until the Corporation is permitted to do
so under the agreements governing its credit facilities.
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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 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 such as “anticipate”, “believe”, “expect”,
“plan”, “intend”, “forecast”, “target”, “project”, “guidance”,
“may”, “will”, “should”, “could”, “estimate”, “predict”
or similar words (including negative and grammatical variations thereof) 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; customer 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”); litigation against
the Corporation and/or its subsidiaries; 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: statements and information regarding the
completion of the sale of the assets of Just Energy (Ireland) Limited and the timing for completion thereof; the satisfaction of
closing conditions to the sale of the assets of Just Energy (Ireland) Limited; the Corporation’s ability to improve its business
by boosting efficiency and lowering costs; the success of the Corporation’s cost reductions and optimization efforts; the
ability of the Corporation to reduce selling, marketing, and general and administrative expenses and the quantum of such reductions
and the impact thereof on the Corporation’s current fiscal year; the Corporation’s ability to identify further opportunities
to improve its cost structure; the results of the strategic review process; general economic, business and market conditions; the
ability of management to execute its business plan; levels of customer natural gas and electricity consumption; extreme weather
conditions; rates of customer additions and renewals; customer credit risk; rates of customer attrition; fluctuations in natural
gas and electricity prices; interest and exchange rates; actions taken by governmental authorities including energy marketing regulation,
increases in taxes and changes in government regulations and incentive programs; changes in regulatory regimes; results of litigation
and decisions by regulatory authorities; competition; the performance of acquired companies; dependence on certain suppliers; potential
delays or changes in plans with respect to capital expenditures and the availability of capital on acceptable terms including the
Corporation’s ability to comply with covenants contained in certain financing arrangements and to successfully service or
refinance its existing and future indebtedness; 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; 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 prospective purchasers
of Securities 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.
Prospective purchasers of Securities 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 of the information set out in the Registration Statement. For further information
about us and the Securities, we advise United States prospective purchasers of Securities to 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.
Copies of reports, statements and other information that we file
with the Canadian provincial securities regulatory authorities are electronically available under the Corporation’s profile
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 Just Energy (U.S.) Corp., 5251 Westheimer
Road, Suite 1000, Houston, Texas 77056 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.
CURRENCY
PRESENTATION AND EXCHANGE RATE INFORMATION
We report in Canadian dollars. Accordingly, all
references to “$”, Cdn.$” or “Canadian dollars” included or incorporated by reference into this Prospectus
refer to Canadian dollar values. References to “U.S.$” or “United States dollars” are used to indicate
United States dollar values.
The rate of exchange on December 13, 2019 as reported
by the Bank of Canada for the conversion of Canadian dollars into United States dollars was Cdn.$1.00 equals U.S.$0.7586 and for
the conversion of United States dollars into Canadian dollars was U.S.$1.00 equals Cdn.$1.3183.
The following table sets forth, for each of the
periods indicated, the high, low and average spot rates for U.S.$1.00 in terms of Canadian dollars, as reported by the Bank of
Canada.
|
|
Six months ended
September 30, 2019
(Cdn.$)
|
Six months ended
September 30, 2018
(Cdn.$)
|
Fiscal year ended
March 31, 2019
(Cdn.$)
|
Fiscal year ended
March 31, 2018
(Cdn.$)
|
|
High
|
1.3527
|
1.3310
|
1.3642
|
1.3743
|
|
Low
|
1.3038
|
1.2552
|
1.2552
|
1.2128
|
|
Average
|
1.3291
|
1.2989
|
1.3118
|
1.2837
|
JUST ENERGY GROUP INC.
Just Energy is a consumer company focused on essential needs, including
electricity and natural gas commodities; health and well-being, such as water quality and filtration devices; and utility conservation,
bringing energy efficient solutions and renewable energy options to consumers. Currently operating in the United States and Canada,
Just Energy serves residential and commercial customers. Just Energy is the parent company of Amigo Energy, EdgePower Inc., Filter
Group Inc., Hudson Energy, Interactive Energy Group, Just Energy Advanced Solutions, Tara Energy, and Terrapass.
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 and indexed 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 primarily 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 as well as
from margins obtained through the sale of home energy management services and products. Under the Corporation’s Terrapass
brand, through carbon offset and Renewable Energy Credits programs, customers can reduce the negative impact of their own day-to-day
energy consumption. The Corporation launched its energy broker business under the brand Interactive Energy Group in the fall of
2017 which markets energy solutions to businesses for multiple suppliers. Just Energy also provides LED retrofit services in certain
markets including Ontario and Texas under its Just Energy Advanced Solutions brand. Through the EdgePower brand, the Corporation
provides lighting and heating, ventilation and air conditioning controls in over 480 facilities and enterprise monitoring for over
700 buildings in North America. Through Filter Group, the Corporation has sold water filtration systems in Ontario, California,
Nevada and Texas.
Just Energy is a corporation incorporated under the CBCA. The head
office of the Corporation is located at 6345 Dixie Road, Suite 400, 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.
Except with respect to the Series A Preferred Shares, there
is no existing trading market for the Preferred Shares, Subscription Receipts, Warrants, Debt Securities or Units and there can
be no assurance that a liquid market will develop or be maintained.
Except with respect to the Series A Preferred Shares, there is no
existing trading market for the Preferred Shares, Subscription Receipts, Warrants, Debt Securities 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 (or at all). Except with respect to the Series A Preferred Shares, the Corporation
may not list the Preferred Shares, Subscription Receipts, Warrants, Debt Securities 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 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 of Securities under any Prospectus Supplement as well as the timing of the expenditure
of the net 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.
We had a negative cash flow from operations for the fiscal
year ended March 31, 2019.
The Corporation’s operating cash flows are impacted by seasonality.
The Corporation had negative operating cash flow for the fiscal year ended March 31, 2019. The Corporation had positive cash flow
for the 6 months ended September 30, 2019 attributable to the timing of supplier payments as the Corporation focuses on improving
cash management and lower receivables balances in fiscal 2019. By prioritizing improved collections and lower payments of upfront
commissions and associated customer programs the Corporation continues to focus on optimizing spending attributable to the timing
of supplier payments. The Corporation believes that it has access to sufficient financial resources to fund its existing operations.
Although the Corporation anticipates it will have positive cash flow from operating activities in future periods and will have
access to sufficient financial resources to fund its operations, the Corporation cannot guarantee it will have continued cash flow
positive status in the future or have access to sufficient financial resources to fund its operations.
Working Capital may not be sufficient to meet future obligations.
At September 30, 2019, the Corporation had negative working capital
driven primarily by the classification of its credit facility as a current liability. The Corporation’s ability to satisfy
its negative working capital will depend on a number of factors, some of which are beyond its control. Factors that will influence
the Corporation’s ability to satisfy its negative working capital will include general economic conditions in North American
and global markets, the ability of the Corporation to generate positive cash flows and positive results from its operations, the
ability to refinance its existing credit facility when it matures, if necessary, liquidate available investments and credit and
capital market conditions. There is no guarantee that the Corporation will have positive working capital in the future, or that
the working capital generated from operations will be sufficient to cover the cost of future operations.
Class action lawsuits have been filed against us by investors.
In certain jurisdictions, putative class action lawsuits have been
filed on behalf of investors that purchased our securities during various periods, ranging from November 9, 2017 through August
18, 2019 relating to our announcement on July 23, 2019 that, as part of our strategic review process, management had identified
customer enrolment and non-payment issues primarily in Texas and our subsequent announcement on August 14, 2019 that collection
issues had also been identified in the UK market. Should the claimants ultimately be successful, Just Energy may be required to
pay damages. The Corporation is vigorously defending the lawsuits.
USE
OF PROCEEDS
The net proceeds to be derived from the sale of Securities will
be the issue price thereof 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.
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 Date Value
|
|
February 6, 2019
|
7,848
|
$4.93
|
|
May 15, 2019
|
3,281,465
|
$4.53
|
|
June 3, 2019
|
7,463
|
$4.42
|
|
August 14, 2019
|
5,000
|
$4.12
|
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, 2018
|
11,468
|
$4.51
|
|
March 31, 2019
|
11,221
|
$4.61
|
|
June 30, 2019
|
6,339
|
$5.50
|
|
September 30, 2019
|
13,319
|
$2.29
|
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 13,005 additional DSGs were granted to
our directors from December 1, 2018 to November 30, 2019 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 of 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 19, 2018
|
45,077
|
N/A(1)
|
|
December 28, 2018
|
171,124
|
N/A(1)
|
|
January 17, 2019
|
334
|
N/A(1)
|
|
January 30, 2019
|
5,200
|
N/A(1)
|
|
March 18, 2019
|
47,950
|
N/A(1)
|
|
March 20, 2019
|
2,321
|
N/A(1)
|
|
March 25, 2019
|
27,851
|
N/A(1)
|
|
April 23, 2019
|
109,078
|
N/A(1)
|
|
May 1, 2019
|
3,667
|
N/A(1)
|
|
June 18, 2019
|
929,847
|
N/A(1)
|
|
June 20, 2019
|
231,028
|
N/A(1)
|
|
Date of Issuance
|
Number of
Common Shares Issued
|
Price
|
|
June 25, 2019
|
70,668
|
N/A(1)
|
|
July 2, 2019
|
59,514
|
N/A(1)
|
|
July 3, 2019
|
35,943
|
N/A(1)
|
|
July 5, 2019
|
583
|
N/A(1)
|
|
July 10, 2019
|
67,832
|
N/A(1)
|
|
July 17, 2019
|
83,719
|
N/A(1)
|
|
July 30, 3019
|
333
|
N/A(1)
|
|
August 7, 2019
|
189,586
|
N/A(1)
|
|
September 18, 2019
|
14,735
|
N/A(1)
|
|
September 20, 2019
|
667
|
N/A(1)
|
|
September 23, 2019
|
2,001
|
N/A(1)
|
|
September 30, 2019
|
7,463
|
N/A(1)
|
|
November 25, 2019
|
833
|
N/A(1)
|
___________________
Note:
|
|
(1)
|
Common Shares issued in exchange for the same number of RSGs, PBGs and/or DSGs for no additional
consideration.
|
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.
|
|
TSX
|
NYSE
|
|
Period(1)
|
High ($)
|
Low ($)
|
Volume
|
High (US$)
|
Low (US$)
|
Volume
|
|
2018
|
|
|
|
|
|
|
|
December
|
$5.72
|
$4.19
|
9,998,628
|
$4.34
|
$3.08
|
6,191,374
|
|
2019
|
|
|
|
|
|
|
|
January
|
$5.00
|
$4.44
|
4,808,652
|
$3.77
|
$3.26
|
3,587,723
|
|
February
|
$4.99
|
$4.33
|
6,894,430
|
$3.79
|
$3.26
|
4,370,659
|
|
March
|
$5.00
|
$4.52
|
6,333,920
|
$3.76
|
$3.38
|
3,040,782
|
|
April
|
$4.93
|
$4.53
|
2,928,131
|
$3.67
|
$3.39
|
3,330,930
|
|
May
|
$4.95
|
$4.16
|
6,754,875
|
$3.69
|
$3.10
|
6,175,784
|
|
June
|
$5.76
|
$4.41
|
12,939,102
|
$4.34
|
$3.27
|
10,392,729
|
|
July
|
$5.78
|
$4.36
|
8,363,732
|
$4.42
|
$3.30
|
8,945,977
|
|
August
|
$4.71
|
$1.43
|
25,050,534
|
$3.56
|
$1.08
|
27,279,679
|
|
September
|
$3.33
|
$1.42
|
23,988,639
|
$2.52
|
$1.08
|
46,845,447
|
|
October
|
$3.34
|
$2.54
|
11,754,001
|
$2.57
|
$1.91
|
22,019,888
|
|
November
|
$3.76
|
$2.54
|
8,277,128
|
$2.84
|
$1.92
|
11,605,620
|
|
December 1 to 13
|
$3.53
|
$2.35
|
6,109,665
|
$2.65
|
$1.78
|
7,945,658
|
___________________
Note:
|
|
(1)
|
High and low price based on intraday high and low trading prices. Source for TSX data in the above
table is Bloomberg. Source for NYSE data in the above table is Bloomberg.
|
On December 13, 2019, being the last trading day prior to the date
of this Prospectus, the closing price of the Common Shares was $2.36 on the TSX and US$1.79 on the NYSE (as reported by such
stock exchanges).
Series A Preferred Shares
The Series A Preferred Shares are listed on the TSX and NYSE under
the trading symbols “JE.PR.U” and “JE PR A”, respectively. The following table sets forth certain trading
information for the Series A Preferred Shares for the periods indicated.
|
|
TSX
|
NYSE
|
|
Period(1)
|
High (US$)
|
Low (US$)
|
Volume
|
High (US$)
|
Low (US$)
|
Volume
|
|
2018
|
|
|
|
|
|
|
|
December
|
$20.00
|
$15.37
|
11,250
|
$19.97
|
$15.09
|
201,463
|
|
2019
|
|
|
|
|
|
|
|
January
|
$20.00
|
$18.40
|
9,455
|
$20.30
|
$18.11
|
169,453
|
|
February
|
$20.26
|
$18.50
|
7,210
|
$20.88
|
$18.24
|
333,691
|
|
March
|
$20.25
|
$19.80
|
3,607
|
$20.70
|
$19.13
|
302,335
|
|
April
|
$21.50
|
$20.26
|
650
|
$21.83
|
$20.35
|
305,154
|
|
May
|
$23.25
|
$21.74
|
4,500
|
$23.48
|
$21.30
|
376,236
|
|
June
|
$23.97
|
$21.90
|
35,200
|
$23.60
|
$21.69
|
420,740
|
|
July
|
$23.50
|
$22.60
|
6,600
|
$23.68
|
$22.46
|
333,004
|
|
August
|
$22.96
|
$11.80
|
36,993
|
$23.59
|
$11.90
|
744,104
|
|
September
|
$18.00
|
$14.50
|
3,120
|
$18.47
|
$13.56
|
266,952
|
|
October
|
$18.35
|
$17.00
|
1,350
|
$19.44
|
$17.49
|
226,432
|
|
November
|
$18.00
|
$16.01
|
8,950
|
$18.64
|
$14.31
|
449,010
|
|
December 1 to 13
|
$12.00
|
$9.05
|
58,955
|
$13.60
|
$8.96
|
566,216
|
___________________
Note:
|
|
(1)
|
High and low price based on intraday high and low trading prices. Source for TSX data in the above
table is Bloomberg. Source for NYSE data in the above table is Bloomberg.
|
On December 13, 2019, the last trading day prior to the date of
this Prospectus, the closing price of the Series A Preferred Shares was US$10.60 on the NYSE (as reported by such stock exchange).
As no trading of the Series A Preferred Shares occurred on the TSX from December 11, 2019 to December 13, 2019, the last closing
price prior to the date of this Prospectus of the Series A Preferred Shares was $10.40 on December 10, 2019 (as reported by such
stock exchange).
6.75% $160 Million Debentures
The 6.75% $160 Million Debentures are listed on the TSX under the
trading symbols “JE.DB.C”. The following table sets forth certain trading information for our 6.75% $160 Million Debentures
for the periods indicated as reported by the TSX.
|
|
6.75% $160 Million Debentures(1)
|
|
Period(2)
|
High ($)
|
Low ($)
|
Volume
|
|
2018
|
|
|
|
|
December
|
$96.00
|
$91.01
|
1,021,000
|
|
2019
|
|
|
|
|
January
|
$98.00
|
$94.00
|
1,791,000
|
|
February
|
$98.75
|
$93.25
|
1,757,000
|
|
March
|
$99.80
|
$98.00
|
823,000
|
|
April
|
$99.50
|
$97.27
|
2,993,000
|
|
May
|
$99.80
|
$97.29
|
1,508,000
|
|
June
|
$99.99
|
$97.40
|
2,079,000
|
|
|
6.75% $160 Million Debentures(1)
|
|
Period(2)
|
High ($)
|
Low ($)
|
Volume
|
|
July
|
$100.00
|
$94.00
|
1,375,000
|
|
August
|
$97.55
|
$64.00
|
9,456,000
|
|
September
|
$85.00
|
$66.50
|
2,236,000
|
|
October
|
$85.00
|
$82.00
|
2,492,000
|
|
November
|
$84.00
|
$75.00
|
3,824,000
|
|
December 1 to 13
|
$81.00
|
$60.00
|
2,512,000
|
___________________
Note:
|
|
(1)
|
Price per $100.00 principal amount of the 6.75% $160 Million Debentures.
|
|
|
(2)
|
High and low price based on intraday high and low trading prices. Source for data in the above
table is Bloomberg.
|
On December 13, 2019, the last trading day prior to the date of
this Prospectus, the closing price of the 6.75% $160 Million Debentures on the TSX was $63.00 (as reported by such stock exchange).
6.75% $100 Million Debentures
The 6.75% $100 Million Debentures are listed on the TSX under the
trading symbols “JE.DB.D”. The following table sets forth certain trading information for our 6.75% $100 Million Debentures
for the periods indicated as reported by the TSX.
|
|
6.75% $100 Million Debentures(1)
|
|
Period(2)
|
High ($)
|
Low ($)
|
Volume
|
|
2018
|
|
|
|
|
December
|
$87.01
|
$82.00
|
2,809,000
|
|
2019
|
|
|
|
|
January
|
$92.97
|
$86.00
|
3,036,000
|
|
February
|
$93.00
|
$89.99
|
597,000
|
|
March
|
$94.65
|
$91.00
|
982,000
|
|
April
|
$95.00
|
$92.00
|
1,456,000
|
|
May
|
$95.02
|
$92.26
|
2,977,000
|
|
June
|
$99.00
|
$94.01
|
4,413,000
|
|
July
|
$100.00
|
$93.50
|
3,144,000
|
|
August
|
$98.00
|
$64.00
|
8,030,000
|
|
September
|
$81.00
|
$64.02
|
1,604,000
|
|
October
|
$88.00
|
$80.25
|
1,079,000
|
|
November
|
$82.75
|
$77.00
|
851,000
|
|
December 1 to 13
|
$80.01
|
$60.06
|
2,136,000
|
___________________
Note:
|
|
(1)
|
Price per $100.00 principal amount of the 6.75% $100 Million Debentures.
|
|
|
(2)
|
High and low price based on intraday high and low trading prices. Source for data in the above
table is Bloomberg.
|
On December 13, 2019, the last trading day prior to the date of
this Prospectus, the closing price of the 6.75% $100 Million Debentures on the TSX was $61.00 (as reported by such stock exchange).
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.
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 an aggregate of 10,000,000 Series A Preferred Shares have been
authorized) of which, as of December 13, 2019, 151,403,449 Common Shares and 4,662,165 Series A 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 (“Board”
or “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.
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 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. On August 14, 2019, the Corporation announced that it had suspended paying dividends on its Common
Shares until further notice.
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.
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.
|
Series A Preferred Shares
The first series of Preferred Shares consists of up to 10,000,000
Series A Preferred Shares.
The Series A Preferred Shares rank senior to the Common Shares and
to any other equity securities the terms of which specifically provide that they rank junior to the Preferred Shares. The Series
A Preferred Shares shall rank junior to the Corporation’s existing and future indebtedness.
Except as provided by applicable law and as described below, holders
of Series A Preferred Shares have no voting rights and shall not be entitled to receive notice of or attend any meeting of the
shareholders of the Corporation. Holders of Series A Preferred Shares are entitled to vote separately as a class to: (a) amend,
alter or repeal any provisions of the Corporation’s articles relating to the Series A Preferred Shares to affect materially
and adversely the rights, privileges, restrictions or conditions of the Series A Preferred Shares; or (b) authorize, create or
increase the authorized amount of, any class or series of shares having rights senior to the Series A Preferred Shares with respect
to the payment of dividends or amounts upon liquidation, dissolution or winding up.
Holders of the Series A Preferred Shares are entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash
dividends. During each dividend period from, and including, the date of original issuance to, but not including, March 31, 2022,
dividends on the Series A Preferred Shares will accrue at the rate of 8.50% per annum of US$25.00 per Series A Preferred Share.
During each dividend period from, and including, March 31, 2022, to, but not including, March 31, 2027, dividends on the Series
A Preferred Shares will accrue at an annual rate equal to the sum of (i) 6.48% plus the Mid Market Swap Rate (as such term is defined
under “Glossary” in the AIF) as calculated on the immediately preceding dividend payment date and (ii) 0.50%
of US$25.00 per Series A Preferred Share. During each dividend period from and including March 31, 2027, and thereafter, dividends
on the Series A Preferred Shares will accrue at an annual rate equal to the sum of (i) 6.48% plus the Mid Market Swap Rate as calculated
on the immediately preceding dividend payment date and (ii) 1.00% of US$25.00 per Series A Preferred Share. Dividends on each Series
A Preferred Share shall accrue daily and be cumulative from, and including, the later of the date of original issue of such Series
A Preferred Share and the last dividend payment date on which dividends were paid on such Series A Preferred Share, and shall be
payable quarterly on the last day of each March, June, September and December (each, a “dividend payment date”).
On December 2, 2019, the Corporation announced that agreements governing its senior and sub-debt credit facilities were amended
to restrict the declaration and payment of dividends on the Corporation’s 8.50% Series A Preferred Shares until the Corporation’s
senior debt to EBITDA ratio is no more than 1.50:1 for two consecutive fiscal quarters. Accordingly, the Corporation suspended,
with immediate effect, the declaration and payment of dividends on the Series A Preferred Shares until the Corporation is permitted
to declare and pay dividends under the agreements governing its credit facilities. However, dividends on the Series A Preferred
Shares will continue to accrue in accordance with Series A Preferred Share terms during the period in which dividends are suspended.
Any dividend payment following the suspended period will be credited against the earliest accumulated but unpaid dividend.
On and after March 31, 2022, the Corporation may, at its option,
upon not less than 30 nor more than 60 days written notice, redeem the Series A Preferred Shares, in whole or in part, at any time
or from time to time, for cash at a redemption price per Series A Preferred Share equal to US$25.00 per Series A Preferred Share,
plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. Upon the occurrence of
a change of control (as defined in the articles of the Corporation) (i) at any time on or after March 31, 2022, and (ii) provided
that there is not a credit document prohibiting the same, the Corporation may, at its option, upon not less than 30 nor more than
60 days written notice, redeem the Series A Preferred Shares, in whole or in part, within 120 days after the first date on which
such change of control occurred, for cash at a redemption price per Series A Preferred Share equal to the US$25.00 per Series A
Preferred Share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. If, prior
to the change of control conversion date, the Corporation has provided notice of redemption of some or all of the Series A Preferred
Shares, the holders of Series A Preferred Shares will not have the change of control conversion right (as described below) with
respect to the Series A Preferred Shares so called for redemption.
Upon the occurrence of a change of control, each holder of Series
A Preferred Shares will have the right (unless, prior to the change of control conversion date, the Corporation has provided or
provides irrevocable notice of the Corporation’s election to redeem the Series A Preferred Shares, in which case each such
holder will only have the right with respect to the Series A Preferred Shares not called for redemption) to convert some or all
of the Series A Preferred Shares held by such holder on the change of control conversion date into a number of Common Shares per
Series A Preferred Share, which is equal to the lesser of (A) the quotient obtained by dividing (i) the sum of US$25.00 per Series
A Preferred Share plus the amount of any accumulated and unpaid dividends (whether or not declared) to, but not including, the
change of control conversion date (unless the change of control conversion date is after a dividend record date for a dividend
declared on the Series A Preferred Shares and prior to the corresponding dividend payment date, in which case no additional amount
for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Share Price (as described below); and
(B) 8.606 Common Shares. Notwithstanding the foregoing, upon the occurrence of a change of control, a holder of Series A Preferred
Shares will not have the right to convert some or all of the Series A Preferred Shares held by such holder into a number of Common
Shares per Series A Preferred Shares if the “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
that acquires control of the Corporation has shares listed or quoted on the NYSE, the NYSE MKT, the NASDAQ Stock Market or the
TSX and the Series A Preferred Shares become convertible into or exchangeable for such person’s listed shares.
The “Common Share Price” will be (i) if the consideration
to be received in the change of control by the holders of our Common Shares is solely cash, the amount of cash consideration per
Common Share or (ii) if the consideration to be received in the change of control by holders of our Common Shares is other than
solely cash (x) the average of the closing sale prices per Common Share (or, if no closing sale price is reported, the average
of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing
ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the change of
control as reported on the principal U.S. securities exchange on which our Common Shares are then traded, or (y) the average of
the last quoted bid prices for our Common Shares in the over-the-counter market as reported by OTC Market Group Inc. or similar
organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the change of
control, if our Common Shares are not then listed for trading on a U.S. securities exchange, or (z) the average of the closing
sales prices per Common Share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more
than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading
days immediately preceding, but not including, the effective date of the change of control as reported on the TSX (as converted
to U.S. dollars based on the average of the noon rate of exchange reported by the Bank of Canada (or any successor(s) thereof)
for the exchange of Canadian dollars to U.S. dollars for the ten consecutive trading days immediately preceding, but not including,
the effective date of the Change of Control) if our Common Shares are not then listed for trading on a United States securities
exchange or United States over-the-counter market.
Upon the voluntary or involuntary liquidation, dissolution or winding
up of our affairs, then, after satisfaction of all liabilities and obligations to creditors of the Corporation and distribution
of any assets of the Corporation to the holders of shares of the Corporation ranking senior to the Series A Preferred Shares, and
before any distribution or payment shall be made to or set aside for the holders of our Common Shares or any other class or series
of shares of the Corporation ranking junior to the Series A Preferred Shares, the holders of Series A Preferred Shares shall be
entitled to receive out of our assets or proceeds thereof legally available for distribution to shareholders and subject to the
rights of holders of any shares of the Corporation ranking on par to the Series A Preferred Shares, liquidating distributions in
the amount of the liquidation preference, or US$25.00 per Series A Preferred Share, plus an amount equal to all dividends (whether
or not declared) accrued and unpaid thereon to and including the date of payment. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series A Preferred Shares will have no right or claim to any of our remaining
assets. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets
or proceeds thereof are insufficient to pay in full the amount of the liquidating distributions on all outstanding Series A Preferred
Shares and the amounts payable on all shares of the Corporation ranking senior to the Series A Preferred Shares and shares of the
Corporation ranking on par to the Series A Preferred Shares, then after payment of the liquidating distribution on all outstanding
Senior Shares, the holders of the Series A Preferred Shares and all other classes or series of shares of the Corporation ranking
on par to the Series A Preferred Shares shall share ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they would otherwise be respectively entitled.
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.
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, upon the occurrence of certain events as
specified in an applicable Prospectus Supplement, 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.
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.
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; 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
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.
Debt Securities will be direct secured or unsecured obligations
of the Corporation as described in the applicable Prospectus Supplement. 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 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.
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.
Forms of indentures in respect of both senior Debt Securities and subordinated Debt Securities have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part. The Debt 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:
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(a)
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the designation, aggregate principal amount and authorized denominations of such Debt Securities;
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(b)
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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);
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(c)
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any applicable subordination provisions;
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(d)
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the offering price or the percentage of the principal amount or discount at which such Debt Securities
will be issued;
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(e)
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the date or dates on which such Debt Securities will mature;
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(f)
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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);
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(g)
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the dates on which any such interest will be payable and the record dates for such payments;
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(h)
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the name of the trustee under the Debt Indenture pursuant to which the Debt Securities are to be
issued;
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(i)
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any redemption term or terms under which such Debt Securities may be defeased;
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(j)
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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;
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(k)
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the place or places where principal, premium (if any) and interest (if any) will be payable;
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(l)
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any sinking fund provisions;
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(m)
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whether such Debt Securities will be issued in whole or in part in the form of one or more global
securities;
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(n)
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the identity of the depositary for global securities;
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(o)
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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;
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(p)
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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;
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(q)
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the securities exchange(s) on which such series of Debt Securities will be listed, if any;
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(r)
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any terms relating to the modification, amendment or waiver of any terms of such Debt Securities
or the Debt Indenture;
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(s)
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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;
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(t)
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the governing law of such Debt Securities and Debt Indenture;
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(u)
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any provisions relating to any security provided for such Debt Securities;
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(v)
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any exchange or conversion terms; and
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(w)
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any other specific terms, including any additional events of default or covenants not inconsistent
with the provisions of the applicable indenture.
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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.
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 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.
Book-Entry Only Form
Securities issued in “book-entry only” form or through
the non-certificated inventory system (“NCI”) of a depository 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 or NCI 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.
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
or non-certificated 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 held in book-entry only form 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.
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 amount, 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 of a Security held in book-entry
only form 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; 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 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 Canadian
securities regulatory authorities for exemptive relief if and when it determines to proceed with an “at-the-market distribution”
in Canada. Such application will include the specific terms of the proposed “at-the-market distribution”. The Corporation
will not complete an “at-the-market distribution” in Canada without first obtaining such exemptive relief.
Unless a Prospectus Supplement provides otherwise, any offering
of Preferred Shares, Subscription Receipts, Warrants, Debt Securities 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 (other than the Series A Preferred Shares), Subscription
Receipts, Warrants, Debt Securities 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 (other than the Series A Preferred
Shares) in the secondary market, the transparency and availability of trading prices, the liquidity of the Preferred Shares (other
than the Series A Preferred Shares), Subscription Receipts, Warrants, Debt Securities 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 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.
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 purchasers of Securities are cautioned and advised to consult with their own independent tax
advisors and legal counsel as necessary prior to purchasing Securities.
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. Dallas H. Ross was asked to join the Board of Directors of Catalyst
Paper Corporation in May 2010 to assist in the possible restructuring of the company. The company subsequently filed for Companies
Creditors Arrangment Act (“CCAA”) protection in January 2012, reorganized its financial affairs significantly
over a number of months and then successfully emerged from CCAA in September 2012, at which time a new Board representing the post
recapitalization stakeholders was appointed.
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 Hunton Andrews Kurth 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. At the date hereof, partners and associates of Fasken Martineau DuMoulin LLP own beneficially, directly
or indirectly, less than 1% of any of our securities or any of our associates or affiliates.
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 the context of the CPA Code 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.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Indemnification.
Section 124 of the Canada Business Corporations Act, as amended
(the “CBCA”), provides as follows:
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(1)
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Indemnification. A corporation may indemnify a director or officer of the corporation, a
former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director
or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal,
administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation
or other entity.
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(2)
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Advance of costs. A corporation may advance moneys to a director, officer or other individual
for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the
individual does not fulfill the conditions of subsection (3).
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(3)
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Limitation. A corporation may not indemnify an individual under subsection (1) unless the
individual:
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(a)
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acted honestly and in good faith with a view to the best interests of the corporation, or, as the
case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity
at the corporation’s request; and
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(b)
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in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.
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(4)
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Indemnification in derivative actions. A corporation may, with the approval of a court,
indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on
behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of
the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges
and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set
out in subsection (3).
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(5)
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Right to Indemnity. Despite subsection (1), an individual referred to in that subsection
is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual
in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual
is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if
the individual seeking indemnity:
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(a)
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was not judged by the court or other competent authority to have committed any fault or omitted
to do anything that the individual ought to have done; and
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(b)
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fulfils the conditions set out in subsection (3).
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(6)
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Insurance. A corporation may purchase and maintain insurance for the benefit of an individual
referred to in subsection (1) against any liability incurred by the individual:
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(a)
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in the individual’s capacity as a director or officer of the corporation; or
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(b)
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in the individual’s capacity as a director or officer, or similar capacity, of another entity,
if the individual acts or acted in that capacity at the corporation’s request.
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(7)
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Application to court. A corporation, an individual or an entity referred to in subsection
(1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further
order that it sees fit.
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(8)
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Notice to Director. An applicant under subsection (7) shall give the Director notice of
the application and the Director is entitled to appear and be heard in person or by counsel.
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(9)
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Other notice. On an application under subsection (7) the court may order notice to be given
to any interested person and the person is entitled to appear and be heard in person or by counsel.
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The by-laws of the Registrant provide that,
subject to Section 124 of the CBCA, the Registrant shall indemnify a director or officer of the Registrant, a former director or
officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer (or
an individual acting in a similar capacity) of another entity against all costs, charges and expenses, including, without limitation,
an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative,
investigative or other proceeding in which he is involved because of that association with the Registrant or such entity and may
advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in this
paragraph in accordance with the CBCA.
The Registrant carries liability insurance for
the benefit of its directors and officers, former directors and officers and every person who acts or acted at the Registrant’s
request as a director or officer of a corporate body of which the Registrant is or was a shareholder, and their respective heirs,
and legal representatives. The insurance policy provides coverage from April 1, 2019 to a total limit of US$70,000,000 for the
protection of the personal liability of the directors and officers and includes insurance to reimburse the Registrant for its indemnity
of its directors and officers up to a limit of US$55,000,000 per loss and in the annual aggregate. Included in the above, the Registrant
maintains a Broad Form Side A policy in the amount of US$15,000,000 which is reserved for claims solely against the directors and
officers. Additionally, the Registrant also maintains Side B coverage reserved for claims where directors or officers are specifically
named and Side C coverage reserved solely for securities claims, release of bad earnings or stock drops, or when a shareholder
sues the Registrant. The Side B and Side C coverages carry an aggregate limit of US$55,000,000. Each loss or claim for which the
Registrant seeks reimbursement is subject to a deductible of up to US$1,000,000 for securities claims, and up to US$500,000 for
all other claims, in each case, payable by the Registrant. The total annual premium for the directors’ and officers’
liability insurance is US$611,000, which is paid in full by the Registrant.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
EXHIBIT INDEX
The following exhibits have been or will be filed as part of the
Registration Statement:
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Exhibit No.
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Description
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4.1
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Annual information form of the Registrant for the fiscal year ended March 31, 2019, dated as of May 15, 2019 (incorporated by reference to Exhibit 1.1 of the Registrant’s Annual Report on Form 40-F for the fiscal year ended March 31, 2019, filed with the Commission on May 22, 2019).
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4.2
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Audited consolidated financial statements of the Registrant as at and for the fiscal years ended March 31, 2019 and 2018, together with the notes thereto and the auditor’s report thereon (incorporated by reference to Exhibit 1.3 of the Registrant’s Annual Report on Form 40-F/A for the fiscal year ended March 31, 2019, filed with the Commission on August 20, 2019).
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4.3
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Management’s discussion and analysis (restated) of the financial condition and results of operations of the Registrant for the fiscal year ended March 31, 2019 (incorporated by reference to Exhibit 1.2 of the Registrant’s Annual Report on Form 40-F/A for the fiscal year ended March 31, 2019, filed with the Commission on August 19, 2019).
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4.4
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Management information circular of the Registrant dated May 15, 2019, prepared in connection with the annual meeting of shareholders of the Registrant held on June 26, 2019 (incorporated by reference to Exhibit 1 of the Registrant’s Report on Form 6-K, furnished to the Commission on May 22, 2019).
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4.5
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Unaudited interim condensed consolidated financial statements of the Registrant as at and for the three and six months ended September 30, 2019, together with the notes thereto (incorporated by reference to Exhibit 99.1 of the Registrant’s Report on Form 6-K, furnished to the Commission on November 8, 2019)
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4.6
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Management’s discussion and analysis of financial condition and results of operations of the Corporation for the three and six months ended September 30, 2019 (incorporated by reference to Exhibit 99.2 of the Registrant’s Report on Form 6-K, furnished to the Commission on November 8, 2019)
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4.7
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Material Change Report (incorporated by reference to Exhibit 2 of the Registrant’s Report on Form 6-K, furnished to the Commission on October 21, 2019).
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5.1*
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Consent of Ernst & Young LLP.
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6.1*
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Powers of Attorney (included in Part III of this Registration Statement).
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7.1*
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Form of Senior Indenture (if senior debt securities are offered by a supplement to this Registration Statement, the Registrant will file with the Commission a trustee’s Statement of Eligibility on Form T-1).
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7.2*
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Form of Subordinated Indenture (if subordinated debt securities are offered by a supplement to this Registration Statement, the Registrant will file with the Commission a trustee’s Statement of Eligibility on Form T-1).
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* Filed herewith.
PART III
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 Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions
in said securities.
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Item 2.
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Consent to Service of Process.
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(a) The Registrant
is concurrently filing with the Commission a written irrevocable consent and power of attorney on Form F-X.
(c) Any change
to the name or address of the Registrant’s agent for service of process shall be communicated promptly to the Commission
by an Amendment to Form F-X referencing the file number of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Mississauga, Province of Ontario, Country of Canada on December 16, 2019.
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JUST ENERGY GROUP INC.
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By:
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/s/ JIM BROWN
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Name: Jim Brown
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Title: Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints R. Scott Gahn and Jim Brown, and each of them, either
of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full
power of substitution and resubstitution, to execute in the name, place and stead of the undersigned, in any and all such capacities,
to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement and any registration
statements filed pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), and
all instruments necessary or in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the United States Securities and Exchange Commission, and hereby grants to each such attorney-in-fact and agent,
each acting alone, full power and authority to do and perform in the name and on behalf of the undersigned each and every act and
thing whatsoever necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated on
December 16, 2019.
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Signature
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Title
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/s/ REBECCA MACDONALD
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Director, Executive Chair
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Rebecca MacDonald
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/s/ R. SCOTT GAHN
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Director, Chief Executive Officer and President
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R. Scott Gahn
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(Principal Executive Officer)
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/s/ JIM BROWN
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Chief Financial Officer
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Jim Brown
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ WALTER HIGGINS
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Director
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Walter Higgins
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/s/ H. CLARK HOLLANDS
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Director
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H. Clark Hollands
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/s/ DALLAS H. ROSS
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Director
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Dallas H. Ross
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/s/ WILLIAM F. WELD
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Director
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William F. Weld
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities
Act, the undersigned certifies that it is the duly authorized United States representative of Just Energy Group Inc. and has duly
caused this Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Mississauga,
Province of Ontario, Country of Canada on December 16, 2019.
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JUST ENERGY (U.S.) CORP.
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(Authorized Representative)
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By:
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/s/ JIM BROWN
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Name: Jim Brown
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Title: Chief Financial Officer
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III-4
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