Filing Details
- Accession Number:
- 0001341004-16-001325
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-21 14:35:44
- Filed By:
- Joyce Ronald Vaughan
- Company:
- Just Energy Group Inc. (NYSE:JE)
- Filing Date:
- 2016-04-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ronald V. Joyce | 0 | 20,450,000 | 0 | 20,450,000 | 20,450,000 | 13.9% |
| Jetport Inc | 0 | 19,450,000 | 0 | 19,450,000 | 19,450,000 | 13.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
Ronald V. Joyce
703-690 Princeton Way S.W.
Calgary, Alberta
Canada T2P 5J9
Phone: 403-547-5952
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. c
The information required on 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).
| CUSIP No. 48213W101 | 13D | Page 2 of 7 |
| 1 | NAMES OF REPORTING PERSONS Ronald V. Joyce | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS: AF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): * | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | 0 | |
| 8 | SHARED VOTING POWER | 20,450,000 | ||
| 9 | SOLE DISPOSITIVE POWER | 0 | ||
| 10 | SHARED DISPOSITIVE POWER | 20,450,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,450,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.9% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 48213W101 | 13D | Page 3 of 7 |
| 1 | NAMES OF REPORTING PERSONS Jetport Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS: AF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): * | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | 0 | |
| 8 | SHARED VOTING POWER | 19,450,000 | ||
| 9 | SOLE DISPOSITIVE POWER | 0 | ||
| 10 | SHARED DISPOSITIVE POWER | 19,450,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,450,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.2% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
This Amendment No. 1 to Schedule 13D (this "Statement") is being filed on behalf of Ronald V. Joyce, a Canadian citizen residing in the Province of Alberta and Jetport Inc., an Alberta corporation (“Jetport”), relating to shares of common stock, no par value (the "Common Stock"), of Just Energy Group Inc., a corporation organized and existing under the laws of Canada (the "Issuer"). This Statement amends and supplements the initial statement on Schedule 13D, filed on June 25, 2015 (the "Original Statement") by Mr. Joyce and Jetport. The Original Statement is hereby amended as follows.
Item 2. Identity and Background.
Item 2 is amended and restated as follows:
This Schedule 13D is filed by Ronald V. Joyce and Jetport. Each of the foregoing is referred to collectively as the “Reporting Persons.”
The address of Ronald V. Joyce is 703-690 Princeton Way S.W., Calgary, Alberta, Canada T2P 5J9. The address of the principal business and principal office of Jetport is 4050 Appleby Line, Burlington, Ontario, Canada L7M 0Y7.
The principal business of Jetport is investing in public securities and private ventures. Ronald V Joyce’s principal occupation is Chairman of Jetport.
The sole stockholder and director of Jetport is Ronald V. Joyce. The executive officers of Jetport are Grant Joyce, Executive Vice President and George Milukow, Chief Financial Officer. Ronald V. Joyce, Grant Joyce and George Milukow are referred to herein as the "Listed Persons." Each of the Listed Persons is a Canadian citizen. The business address of each of the Listed Persons is 4050 Appleby Line, Burlington, Ontario Canada L7R 3X4.
Grant Joyce's principal occupation or employment is Executive Vice President of Jetport.
George Milukow's principal occupation or employment is Chief Financial Officer of Jetport.
Except as disclosed herein, to the Reporting Persons’ knowledge, none of the Reporting Persons or Listed Persons has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is amended and restated as follows:
The shares reported in this Statement were acquired by the Reporting Persons from time to time in open market transactions with a view towards investment. The Reporting Persons review their investments in the Issuer on a continuing basis. As part of this review, the Reporting Persons evaluate various alternatives that are or may become available with respect to the Issuer and its securities.
Page 4 of 7
The Reporting Persons may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise. Depending upon a variety of factors, the Reporting Persons may from time to time and at any time, in their sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their investment in the Issuer, including, among other things, proposing or effecting any matter that would constitute or result in any of the matters or effects enumerated in subparagraphs (a)-(j) of this Item 4 of Schedule 13D.
Except as described above, the Reporting Persons do not have any present plans or proposals that relate to or would result in the consequences listed in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
(a) and (b) The beneficial ownership percentage of the Reporting Persons is calculated based upon 147,183,778 shares of Common Stock of the Issuer reported to be outstanding as of April 20, 2016 as reported by the Toronto Stock Exchange. The number of shares of Common Stock the Reporting Persons have the power to vote or the power to dispose or to direct the disposition of below is based on the assumption that all convertible debentures beneficially owned by GPFS are converted into shares of Common Stock. The information disclosed in response to Item 2 in this Statement is incorporated by reference herein.
1. Ronald V. Joyce
| | a. | Amount beneficially owned: 20,450,000 shares of Common Stock |
| | b. | Percent of class: 13.9% |
| | c. | Number of shares as to which the Reporting Person has: |
| | i. Sole power to vote or to direct the vote: 0 |
| | ii. Shared power to vote or to direct the vote: 20,450,000 |
| | iii. Sole power to dispose or to direct the disposition of: 0 |
| | iv. Shared power to dispose or to direct the disposition of: 20,450,000 |
Includes (i) 19,450,000 shares of Common Stock held directly by Jetport, of which Ronald V. Joyce is the sole stockholder and (ii) 1,000,000 shares of Common Stock held directly by The Joyce Foundation, of which Mr. Joyce is a trustee. Mr. Joyce disclaims beneficial ownership of the shares of Common Stock listed in (ii).
2. Jetport Inc.
| | a. | Amount beneficially owned: 19,450,000 shares of Common Stock |
| | b. | Percent of class: 13.2% |
| | c. | Number of shares as to which the Reporting Person has: |
| | i. Sole power to vote or to direct the vote: 0 |
| | ii. Shared power to vote or to direct the vote: 19,450,000 |
| | iii. Sole power to dispose or to direct the disposition of: 0 |
| | iv. Shared power to dispose or to direct the disposition of: 19,450,000 |
Consists of 19,450,000 shares of Common Stock held directly by Jetport, of which Mr. Joyce is the sole stockholder.
| Page 5 of 7 |
(c) Jetport has made the following open-market purchases of shares of Common Stock of the Issuer during the past 60 days:
| Date | Number of Shares | Price Per Share | Exchange on which Shares were Purchased |
| March 31, 2016 | 100,000 | CDN $7.83 | Toronto Stock Exchange |
| April 14, 2016 | 79,600 | CDN $8.00 | Toronto Stock Exchange |
| April 14, 2016 | 92,300 | CDN $7.79 | Toronto Stock Exchange |
| April 14, 2016 | 7,700 | CDN $7.72 | Toronto Stock Exchange |
| April 15, 2016 | 100,000 | CDN $7.94 | Toronto Stock Exchange |
| April 15, 2016 | 20,400 | CDN $7.97 | Toronto Stock Exchange |
Other than the foregoing transactions, none of the Reporting Persons has effected any transaction in shares of Common Stock of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Page 6 of 7 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the parties hereto certify that the information set forth in this statement is true, complete and correct.
Date: April 21, 2016
| RONALD V. JOYCE | |||
| /s/ Ronald V. Joyce | |||
| JETPORT INC. | |||
| By: | /s/ Ronald V. Joyce | ||
| Name: | Ronald V. Joyce | ||
| Title: | Chairman | ||
| Page 7 of 7 |