0001199073-14-000012.txt : 20140122 0001199073-14-000012.hdr.sgml : 20140122 20140122084208 ACCESSION NUMBER: 0001199073-14-000012 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140121 FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Just Energy Group Inc. CENTRAL INDEX KEY: 0001538789 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35400 FILM NUMBER: 14539185 BUSINESS ADDRESS: STREET 1: 6345 DIXIE ROAD STREET 2: SUITE 200 CITY: MISSISSAUGA STATE: A6 ZIP: L5T 2E6 BUSINESS PHONE: 905-795-4206 MAIL ADDRESS: STREET 1: 6345 DIXIE ROAD STREET 2: SUITE 200 CITY: MISSISSAUGA STATE: A6 ZIP: L5T 2E6 6-K 1 justenergy6k.htm JUST ENERGY GROUP INC. 6-K justenergy6k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
______________________________________
 
FORM 6-K
 
______________________________________
 
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 
 
For the month of January, 2014
 
Commission File Number 001-35400
 
____________________________________________________
 
Just Energy Group Inc.
(Translation of registrant’s name into English)
 
____________________________________________________
 
 
6345 Dixie Road, Suite 200, Mississauga, Ontario, Canada, L5T 2E6
(Address of principal executive offices)
 
____________________________________________________
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
 
Form 20-F o 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): o
 
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): o
 
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.
 
 
 
 
 

DOCUMENTS INCLUDED AS PART OF THIS REPORT
 
Exhibit
 
JUST ENERGY GROUP INC. ANNOUNCES PROPOSED CONVERTIBLE BOND OFFERING AND INTENTION TO REDEEM 6.0% CONVERTIBLE DEBENTURES DUE SEPTEMBER 30, 2014
 

 
 
 
 
 
SIGNATURES
 
 
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.
   
(Registrant)
     
Date: January 21, 2014
  
By:
  
/S/ JONAH T. DAVIDS
   
Name:
  
Jonah T. Davids
   
Title:
  
Vice-President and General Counsel

 
 EX-99.1 2 exh99_1.htm EXHIBIT 99.1 exh99_1.htm
Exhibit 99.1
 
TSX:   JE.
NYSE: JE.
 
●  
FOR IMMEDIATE RELEASE

PRESS RELEASE

JUST ENERGY GROUP INC.
ANNOUNCES PROPOSED CONVERTIBLE BOND OFFERING AND
INTENTION TO REDEEM 6.0% CONVERTIBLE DEBENTURES DUE
SEPTEMBER 30, 2014
 
 
TORONTO, ONTARIO – January 21, 2014 – Just Energy Group Inc. (TSX; NYSE: JE) (“Just Energy” or the “Company”) announces today that it intends to make a European-focused  offering (the “Offering”) of approximately USD $125 million (plus an overallotment option of approximately USD $25 million) of senior unsecured convertible bonds due 2019 (the “Convertible Bonds”), which will be convertible into common shares of Just Energy (the “Shares”).  The Convertible Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or purchased and cancelled, will mature 66 months after the issue of the Bonds in 2019.  The final size of the Offering, coupon and conversion price is expected to be announced on January 22, 1014 and closing of the Offering is expected on or about January 29, 2014.

Just Energy intends to use the net proceeds of the Offering to redeem its outstanding $90 million convertible debentures due September 30, 2014, make market purchases for cancellation of convertible debentures from other series as allowed under its debt covenants and to pay down the Company’s credit line.  Formal notice of the redemption of the debentures is expected to be given to the holders and trustee of the debentures following closing of the Offering.

The closing of the Offering is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

These securities have not been and will not be registered under the securities act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
 
 
 
 
 
 
FORWARD-LOOKING STATEMENTS

This press releases may contain forward-looking statements including statements pertaining to: the size of the Offering; the pricing of the Convertible Bonds, including with respect to the interest rate and conversion price thereof; the timing of determining the final terms of the Convertible Bonds; the use of proceeds of the Offering; the closing of the Offering; and the listing of the Convertible Bonds on the Official List of the UK Listing Authority and admission to trading on the Professional Securities Market of the London Stock Exchange. Factors that could cause actual results or events to differ materially from current expectations include, among other things, risks relating to global political uncertainties, unanticipated events impacting the use of proceeds from the Offering, changes in customer revenues and margins, customer additions and renewals, customer attrition, customer consumption levels, general and administrative expenses, dividends, distributable cash and treatment under governmental regulatory regimes, and changes in Canadian, U.S. and United Kingdom securities market.. 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 risks include, but are not limited to, levels of customer natural gas and electricity consumption, rates of customer additions and renewals, rates of customer attrition, fluctuations in natural gas and electricity prices, changes in regulatory regimes and decisions by regulatory authorities, competition 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 Exchange Commission’s website at www.sec.gov or through Just Energy's website at www.justenergygroup.com.

Neither the Toronto Stock Exchange or the New York Stock Exchange has approved nor disapproved of the information contained herein.

FOR FURTHER INFORMATION PLEASE CONTACT:

Ms. Beth Summers, CPA, CA
Chief Financial Officer
Phone: (905) 795-4206
bsummers@justenergy.com

or

Michael Cummings
Investor Relations
FTI Consulting
(617) 897-1532
Michael.Cummings@FTIConsulting.com

DISCLAIMER
 
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY CONVERTIBLE BONDS.