SC 13G/A 1 d621259dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Just Energy Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

48213W101

(CUSIP Number)

October 29, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

 

 

 

13G

 

CUSIP No. 48213W101   Page 2 of 8

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

James A. Pattison

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF SHARES BENEFICIALLY  

OWNED BY EACH REPORTING PERSON WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

14,726,569*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

14,726,569*

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,726,569*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.3%

12  

TYPE OF REPORTING PERSON

 

IN

 

* Includes shares deemed to be beneficially owned by Jim Pattison Ltd.

13G

 

CUSIP No. 48213W101   Page 3 of 8

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

 

Jim Pattison Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF SHARES BENEFICIALLY  

OWNED BY EACH REPORTING PERSON WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

14,726,569*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

14,726,569*

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,726,569*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.3%

12  

TYPE OF REPORTING PERSON

 

HC, CO

* All shares are held directly by a wholly-owned subsidiary of Jim Pattison Ltd. See Item 7 of the attached statement.

Item 1(a).    Name of Issuer:
   Just Energy Group Inc. (“Just Energy”)
Item 1(b).    Address of Issuer’s Principal Executive Offices:
   6345 Dixie Road, Suite 200, Mississauga, Ontario, Canada, L5T 2E6
Item 2(a).    Name of Person Filing:
  

(i)     Jim Pattison

(ii)    Jim Pattison Ltd.

Item 2(b).    Address of Principal Business Office or, if None, Residence:
   (i) and (ii): Suite 1800, 1067 West Cordova Street, Vancouver, British Columbia V6C 1C7
Item 2(c).    Citizenship:
   (i) and (ii): Canada
Item 2(d).    Title of Class of Securities:
   Common Stock, no par value
Item 2(e).    CUSIP Number:
   48213W101
Item 3.    If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   Not applicable.
  

(a)    ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)    ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)    ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)    ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)    ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)     ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)    ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)    ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)     ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)     ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)    ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

4

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                     

 

Item 4 Ownership:

 

  (a) Amount beneficially owned:

The reporting persons may collectively be deemed to beneficially own 14,726,569 shares of common stock of Just Energy, which includes 330,375 shares subject to convertible debentures.

Jim Pattison may be deemed the indirect beneficial owner of 14,726,569 shares of common stock, which consists of 14,396,194 shares of common stock and 330,375 shares of common stock subject to convertible debentures beneficially owned by Jim Pattison Ltd. Mr. Pattison is the controlling shareholder of Jim Pattison Ltd.

All of the shares deemed to be beneficially owned by Jim Pattison Ltd. are held directly by one of its wholly-owned subsidiaries. See Item 7 below.

 

  (b) Percent of class:

The reporting persons collectively may be deemed to beneficially own 10.3% of the outstanding common stock of Just Energy as of October 30, 2013. Percentage amounts are calculated based upon 143,315,697 shares of common stock outstanding as of October 29, 2013, as reported by the Toronto Stock Exchange. See responses to Item 11 on the attached cover pages.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

See responses to Item 5 on the attached cover pages.

 

  (ii) Shared power to vote or to direct the vote:

See responses to Item 6 on the attached cover pages.

 

  (iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on the attached cover pages.

 

  (iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on the attached cover pages.

 

5

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Great Pacific Capital Corp.

Suite 1800, 1067 West Cordova Street

Vancouver, British Columbia V6C 1C7

 

Item 8. Identification and Classification of Members of the Group:

Not applicable.

 

Item 9. Notice of Dissolution of Group:

Not applicable.

 

Item 10. Certifications:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 14a-11 of the Exchange Act.

 

6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 30, 2013

 

/s/ James A. Pattison

Name: James A. Pattison

 

JIM PATTISON LTD.

By:

  

/s/ Nick Desmarais

 

Name: Nick Desmarais

 

Title: Secretary

 

7

Exhibit Index

SCHEDULE 13G

 

Exhibit Number

   

Exhibit Description

1    Joint Filing Agreement

 

8

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of a statement on Schedule 13G and any amendments thereto with respect to the common stock of Just Energy Group Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: October 30, 2013

 

/s/ James A. Pattison

Name: James A. Pattison
JIM PATTISON LTD.
By:  

/s/ Nick Desmarais

  Name: Nick Desmarais
  Title: Secretary