The Securities Commission has granted an order for Just Energy Group Inc. (the Filer) to cease being a reporting issuer, effective immediately before the Transaction’s Effective Date, which is anticipated to be December 16, 2022. This decision is contingent on the Transaction being completed by January 31, 2023.
Key Facts:
– The Filer is currently a reporting issuer in all Canadian provinces and territories.
– The Filer’s securities include common shares, options, deferred share units (DSUs), and subordinated notes.
– The Filer has undergone a Companies’ Creditors Arrangement Act (CCAA) restructuring, with a court-approved reverse vesting order.
– The Filer’s Transaction involves the cancellation of existing securities and the issuance of new securities, with no recoveries for unsecured creditors.
– The Filer will become a wholly-owned subsidiary of Just Energy (U.S.) Corp. (JEUS) post-Transaction, with all issued and outstanding shares owned by the Purchaser.
– The Filer intends to file a Form 15 with the SEC to suspend its reporting obligations under the U.S. Securities Exchange Act of 1934.
Reasoning:
– The Filer will not be a reporting issuer immediately before the Effective Date, thus JEUS and the residual company will not become reporting issuers by operation of law.
– The Filer has no plans for public offerings or distributing securities in Canada.
– The Filer will issue a news release to announce the cessation of its status as a reporting issuer.
Outcome:
– The Filer’s request to cease being a reporting issuer is approved, subject to the completion of the Transaction by the specified date.
Relevant Laws/Regulations:
– Companies’ Creditors Arrangement Act (Canada)
– National Policy 11-206 Process for Cease to be a Reporting Issuer Applications
– Multilateral Instrument 11-102 Passport System
– National Instrument 14-101 Definitions
– Securities Exchange Act of 1934 (U.S.)