Headnote
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – exemption granted to a successor issuer from the requirement to deliver personal information forms for individuals for whom the trust previously delivered personal information forms. Applicable Legislative Provisions National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE JURISDICTION)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF JUST ENERGY GROUP INC. (THE FILER)
DECISION
Background
The principal regulator in the Jurisdiction (the Decision Maker) has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filer from the requirement under Subsection 4.1(b) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) for the Filer to deliver a Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (in the form attached as Appendix A to National Instrument 41-101 General Prospectus Requirements) for each director and executive officer of the Filer at the time of filing a preliminary short form prospectus, for whom Just Energy Income Fund (the Fund) has previously delivered any of the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 at the time of filing such preliminary short form prospectus (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for the Application; and
(b) the Filer has provided notice that Subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Fund and the Arrangement
(a) The Fund was a trust established under the laws of the Province of Ontario pursuant to an amended and restated declaration of trust dated April 18, 2001.
(b) A Plan of Arrangement completed on January 1, 2011 under Section 192 of the Canada Business Corporations Act resulted in the reorganization of the Fund (an income trust) into the Filer (a corporation) (the Arrangement).
(c) Pursuant to the Arrangement, the Filer acquired all of the assets and assumed all of the liabilities of the Fund, including the Fund's convertible debentures, which are now convertible debentures of the Filer.
(d) The Arrangement did not involve the acquisition of any additional operating assets or the disposition of any existing operating assets.
(e) The Fund was a reporting issuer or the equivalent under the securities legislation of each of the Provinces and Territories of Canada. The Fund was dissolved in connection with the Arrangement and has therefore ceased to be a reporting issuer in each of the Provinces and Territories of Canada.
(f) The trust units and the convertible debentures of the Fund were listed on the Toronto Stock Exchange (the TSX) and were delisted from the TSX prior to the opening of markets on January 4, 2011.
(g) Prior to completion of the Arrangement, the Fund was not in default of applicable securities legislation in each of the Provinces and Territories of Canada.
The Filer
(h) The Filer is a corporation amalgamated under the laws of Canada. The principal offices of the Filer are located in Mississauga and Toronto, Ontario.
(i) The Filer is a reporting issuer or the equivalent under the securities legislation of each of the Provinces and Territories of Canada and is not in default of applicable securities legislation in each of the Provinces and Territories of Canada.
(j) The common shares and the convertible debentures of the Filer are listed and posted for trading on the TSX.
(k) The Fund has previously delivered the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 (the Fund PIFs) for each individual acting in the capacity of director or executive officer of the Fund on April 20, 2010, being the time of the last filing of a preliminary short form prospectus by the Fund.
Decision
The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted, provided that:
(a) each individual:
(i) for whom the Fund has previously delivered a Fund PIF; and
(ii) who is a director or executive officer of the Filer at the time of a prospectus filing by the Filer;
authorizes the Decision Maker, in respect of the prospectus filing by the Filer, to collect, use and disclose the personal information that was previously provided in the Fund PIF;
(b) at the time of the Filer's first prospectus filing, the Filer delivers to the Decision Maker an authorization of indirect collection, use and disclosure of personal information, substantially in the form of the authorization attached as Appendix A hereto;
(c) the Filer will, if requested by the Decision Maker, promptly deliver such further information from each individual referred to in clause (a) above as the Decision Maker may require; and
(d) this decision will terminate in any Jurisdiction in which the decision is in effect on the effective date of any change to subparagraph 4.1(b)(i) of NI 44-101.
Dated this 1^st^ day of September, 2011
"Jo-Anne Matear"
Assistant Manager, Corporate Finance
APPENDIX A
AUTHORIZATION OF INDIRECT COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION
The Personal Information Forms in respect of the individuals listed in the attached Schedule 1, which were filed by Just Energy Income Fund (the Fund) with provincial securities regulators in Canada on [insert date(s)] (the Fund Filings), contain personal information concerning each individual acting in the capacity of director or executive officer of the Fund (the Personal Information), as required by securities legislation in respect of a prospectus filing by the Fund.
Just Energy Group Inc. (the Issuer) hereby confirms that each individual listed on Schedule 1:
(a) is a director or executive officer of the Issuer;
(b) has consented to the use of the Personal Information (previously provided in the Fund Filings) pertaining to that individual, in respect of an anticipated prospectus filing by the Issuer;
(c) has been notified by the Issuer:
(i) that the Personal Information is being collected indirectly by the regulator under the authority granted to it by provincial securities legislation or provincial legislation relating to documents held by public bodies and the protection of personal information;
(ii) that the Personal Information is being collected and used for the purpose of enabling the regulator to administer and enforce provincial securities legislation, including those obligations that require or permit the regulator to refuse to issue a receipt for a prospectus if it appears to the regulator that the past conduct of management or promoters of the Issuer affords reasonable grounds for belief that the business of the Issuer will not be conducted with integrity and in the best interests of its security holders; and
(iii) of the contact, business address and business telephone number of the regulator in the local jurisdiction as set out in the attached Schedule 2, who can answer questions about the regulator's indirect collection of the Personal Information; and
(d) has authorized the indirect collection, use and disclosure of the Personal Information by the regulators as described in Schedule 2, in respect of a prospectus filing by the Issuer.
Date: ______________
Just Energy Group Inc.
Per: ____________________________
Name:
Official Capacity:
(Please print the name of the person signing on behalf of the Issuer)
Schedule 2
Regulators
Local Jurisdiction Regulator
Alberta Securities Review Officer Alberta Securities Commission Suite 400, 300 – 5th Avenue S.W Calgary, Alberta T2P 3C4 Telephone: (403) 297-6454 E-mail: inquiries@seccom.ab.ca www.albertasecurities.com
British Columbia Review Officer British Columbia Securities Commission P.O. Box 10142 Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Telephone: (604) 899-6854 Toll Free within British Columbia and Alberta: (800) 373-6393 E-mail: inquiries@bcsc.bc.ca www.bcsc.bc.ca
Manitoba Director, Corporate Finance The Manitoba Securities Commission 500-400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: (204) 945-2548 E-mail: securities@gov.mb.ca www.msc.gov.mb.ca
New Brunswick Director Corporate Finance and Chief Financial Officer New Brunswick Securities Commission 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: (506) 658-3060 Fax: (506) 658-3059 E-mail: information@nbsc-cvmnb.ca
Newfoundland and Labrador Director of Securities Department of Government Services and Lands P.O. Box 8700 West Block, 2nd Floor, Confederation Building St. John's, Newfoundland A1B 4J6 Telephone: (709) 729-4189 www.gov.nf.ca/gsl/cca/s
Northwest Territories Superintendent of Securities Department of Justice Government of the Northwest Territories P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Telephone: (867) 873-7490 www.justice.gov.nt.ca/SecuritiesRegistry
Nova Scotia Deputy Director, Compliance and Enforcement Nova Scotia Securities Commission P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: (902) 424-5354 www.gov.ns.ca/nssc
Nunavut Superintendent of Securities Government of Nunavut Legal Registries Division P.O. Box 1000 – Station 570 Iqaluit, Nunavut X0A 0H0 Telephone: (867) 975-6590
Ontario Administrative Assistant to the Director of Corporate Finance Ontario Securities Commission 19th Floor, 20 Queen Street West Toronto, Ontario M5H 2S8 Telephone: (416) 597-0681 E-mail: Inquiries@osc.gov.on.ca www.osc.gov.on.ca
Prince Edward Island Deputy Registrar, Securities Division Shaw Building 95 Rochford Street, P.O. Box 2000, 4th Floor Charlottetown, Prince Edward Island C1A 7N8 Telephone: (902) 368-4550 www.gov.pe.ca/securities
Québec Autorité des marchés financiers Stock Exchange Tower P.O. Box 246, 22nd Floor 800 Victoria Square Montréal, Québec H4Z 1G3 Attention: Responsable de l'accès à l'information Telephone: (514) 395-0337 Toll Free in Québec: (877) 525-0337 www.lautorite.qc.ca
Saskatchewan Director Saskatchewan Financial Services Commission Suite 601, 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: (306) 787-5842 www.sfsc.gov.sk.ca
Yukon Superintendent of Securities Department of Justice Andrew A. Philipsen Law Centre 2130 – 2nd Avenue, 3rd Floor Whitehorse, Yukon Territory Y1A 5H6 Telephone: (867) 667-5005 www.community.gov.yk.ca/corp/secureinvest.html