SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August 2020
Commission File Number: 001-35400
Just Energy Group Inc.
(Translation of registrant's name into English)
100 King Street West, Suite 2630
Toronto, Ontario M5X 1E1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
|99.1||Press Release dated August 27, 2020|
|99.2||Report of Voting Results|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Just Energy Group Inc.|
|Date: August 27, 2020||By:||/s/ Jonah T. Davids|
|Name:||Jonah T. Davids|
|Title:||EVP, General Counsel and Corporate Secretary|
Just Energy Announces Approval of its Recapitalization Plan
Received strong stakeholder support to approve Recapitalization
Implementation of the Recapitalization expected to occur in September 2020
Business as usual continues for employees, customers, and suppliers
TORONTO, Aug. 27, 2020 (GLOBE NEWSWIRE) -- Just Energy Group Inc. (“Just Energy” or the “Company”) (TSX:JE; NYSE:JE), a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers, today announced the approval of its recapitalization plan (the “Recapitalization”) at special meetings of securityholders held earlier today.
The Recapitalization is part of a comprehensive plan to strengthen and de-risk the business and position Just Energy for sustainable growth as an independent industry leader. The Recapitalization significantly improves Just Energy’s financial flexibility with an equity injection of over $100 million and reduces net debt and preferred shares by approximately $520 million.
“The strong support we received from all security classes is a clear indication of their alignment with our future direction, including a stronger financial position and improved liquidity,” said Scott Gahn, Just Energy’s President and Chief Executive Officer. “Our focus now firmly remains on improving our operations, growing our business, and continuing to provide high quality services to our customers.”
The securityholders voted in favour of the Recapitalization as follows:
|Security Class||Percentage FOR|
|Senior Unsecured Debtholders||99.35%|
As part of the approved Recapitalization, stakeholders voted for a reconstituted Board of Directors for Just Energy, with seven directors, including five new directors. The reconstituted Board will assume their responsibilities upon the implementation of the Recapitalization.
The implementation of the Recapitalization is expected in September 2020, pending all approvals, including court and regulatory.
At Just Energy’s Annual General Meeting, also held earlier today, shareholders approved the voting matters as follows:
|Voting Matter||Percentage FOR|
|Appointment of Auditors||96.64%|
|Say on Pay Advisory Vote||95.64%|
|Management Incentive Plan||84.93%|
About Just Energy Group Inc.
Just Energy is a consumer company focused on essential needs, including electricity and natural gas 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, Tara Energy, and TerraPass. Visit https://investors.justenergy.com/ to learn more. Also, find us on Facebook and follow us on Twitter.
This press release may contain forward-looking statements. These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These statements are based on current expectations that involve several risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, risks with respect to raising new equity capital and the exchange of debt; the proposed recapitalization transaction resulting in a financially stronger Company; reducing the Company’s existing debt and interest expense (including the amounts thereof); proceedings under the CBCA; implementing a Plan of Arrangement; issuing new equity; the allocation of any new equity; addressing certain obligations as part of a proposed recapitalization transaction; risks associated with the proposed recapitalization transaction, including the inability to complete a proposed recapitalization transaction or complete a proposed recapitalization transaction in a timely or efficient manner; the inability to reduce the Company’s debt and/or interest payments, proceedings under the CBCA; issuing and allocating new equity including the dilution of the Company’s outstanding common shares; the value of existing equity following the completion of a recapitalization; the impact of the evolving COVID-19 pandemic on the Company’s business, operations and sales; reliance on suppliers; uncertainties relating to the ultimate spread, severity and duration of COVID-19 and related adverse effects on the economies and financial markets of countries in which the Company operates; the ability of the Company to successfully implement its business continuity plans with respect to the COVID-19 pandemic; the Company’s ability to access sufficient capital to provide liquidity to manage its cash flow requirements; 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 and dependence on certain suppliers. Additional information on these and other factors that could affect Just Energy’s operations, financial results or dividend levels are included in Just Energy’s annual information form and other reports on file with Canadian securities regulatory authorities which can be accessed through the SEDAR website at www.sedar.com on the U.S. Securities and Exchange Commission’s website at www.sec.gov or through Just Energy’s website at www.justenergygroup.com.
Neither the Toronto Stock Exchange nor the New York Stock Exchange has approved nor disapproved of the information contained herein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Chief Financial Officer
Phone: (617) 982-0475
Source: Just Energy Group Inc.
JUST ENERGY GROUP INC. (THE “CORPORATION”)
Meeting of the Senior Unsecured Debtholders of the Corporation
Meeting of the Convertible Debentureholders of the Corporation
Special Meeting of the Shareholders of the Corporation
Annual Meeting of the Common Shareholders of the Corporation
August 27, 2020
REPORT OF VOTING RESULTS
National Instrument 51-102 - Continuous Disclosure Obligations
Matters Voted Upon at the Meeting of the Senior Unsecured Debtholders of the Corporation
|Business||Outcome of Vote by Proxy|
|1. Senior Unsecured Debtholders’ Arrangement Resolution||Carried: Yes|
|A special resolution, the full text of which is set out in Appendix A to the management proxy circular of the Corporation dated July 17, 2020, approving an arrangement pursuant to Section 192 of the Canada Business Corporations Act.||Votes||% of Votes|
Matters Voted Upon at the Meeting of the Convertible Debentureholders of the Corporation
|Business||Outcome of Vote by Proxy|
|1. Convertible Debentureholders’ Arrangement Resolution||Carried: Yes|
|A special resolution, the full text of which is set out in Appendix B to the management proxy circular of the Corporation dated July 17, 2020, approving an arrangement pursuant to Section 192 of the Canada Business Corporations Act.||Votes||% of Votes|
Matters Voted Upon at the Special Meeting of the Shareholders of the Corporation
|Business||Outcome of Vote by Proxy|
|1. Shareholders’ Arrangement Resolution||Carried: Yes|
|A special resolution, the full text of which is set out in Appendix C to the management proxy circular of the Corporation dated July 17, 2020, approving an arrangement pursuant to Section 192 of the Canada Business Corporations Act.||Votes||% of Votes|
Matters Voted Upon at the Annual Meeting of the Common Shareholders of the Corporation
|Business||Outcome of Vote by Proxy|
|1. Auditor Appointment and Financial Statements Resolution||Carried: Yes|
|Appointment of Ernst & Young LLP as auditors of the Corporation, and to authorize the directors to fix their remuneration; and to acknowledge the receipt of a copy of the consolidated financial statements of the Corporation for the year ended March 31, 2020 and the auditors’ report thereon.||Votes||% of Votes|
|2. Say-on-Pay Resolution||Carried: Yes|
|Approval, on an advisory basis and not to diminish the role and responsibilities of the board of directors of the Corporation, the approach to executive compensation as disclosed in the “Compensation Discussion and Analysis” section in Appendix E in the management proxy circular of the Corporation dated July 17, 2020.||Votes||% of Votes|
|3. TSX MIP Resolution||Carried: Yes|
|Approval and adoption of the management equity incentive plan of the Corporation, as described in the management proxy circular of the Corporation dated July 17, 2020, and related matters.||Votes||% of Votes|