Form F-X

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM F-X

 

 

APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

AND UNDERTAKING

 

A.

  Name of issuer or person filing (“Filer”):
JUST ENERGY GROUP INC.

B.

  (1)    This is [check one]:
  x    an original filing for the Filer.
  ¨    an amended filing for the Filer.
  (2)    Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9)  ¨

C.

  Identify the filing in conjunction with which this Form is being filed:
  Name of registrant:    Just Energy Group Inc.
  Form type:    Registration Statement on Form 40-F
  File Number (if known):    001-35400
  Filed by:    Just Energy Group Inc.
 

Date Filed:

(if filed concurrently, so indicate)

   January 18, 2012 (Filed concurrently herewith)

D.

  The Filer is incorporated or organized under the laws of:
Canada
  and has its principal place of business at:

6345 Dixie Road, Suite 200,

Mississauga, Ontario, Canada

L5T 2E6

(905) 795-4206

E.

  The Filer designates and appoints:

Corporation Service Company

1090 Vermont Avenue N.W.,

Washington DC 20005

(800) 927-9800

as the agent (“the Agent”) of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:


(a)        Any investigation or administrative proceeding conducted by the Commission; and

(b)        Any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States, or of any of its territories or possessions, or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns (i) any offering made or purported to be made in connection with the securities registered or qualified by the Filer on Form 40-F on January 17, 2012, or any purchases or sales of any security in connection therewith; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises, or any purchases or sales of such securities; (iii) any tender offer for the securities of a Canadian issuer with respect to which filings are made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer acts as trustee pursuant to Rule 10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that the service of an administrative subpoena shall be effected by service upon such agent for service of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

F.        The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date the Filer has ceased reporting under the U.S. Securities Exchange Act of 1934, as amended. The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during such period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.

G.        The Filer 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 Form 40-F, the securities to which the Form 40-F relates and the transactions in such securities.

The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, province of Ontario, country of Canada on January 18, 2012.

 

JUST ENERGY GROUP INC.
By:   /S/  JONAH T. DAVIDS        
  Name: Jonah T. Davids
  Title:   Vice President and General Counsel

 

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This statement has been signed by the following person in the capacity indicated on January 18, 2012.

 

CORPORATION SERVICE COMPANY

(as Agent for Service)

By:   /S/  TRACY MANGANELLI        
  Name: Tracy Manganelli
  Title:   Assistant VP

 

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