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TSX/NYSE/PSE: MFC SEHK: 945
TORONTO, Jan. 31,
2023 /PRNewswire/ - Manulife Financial Corporation
("Manulife") today announced that it does not intend to exercise
its right to redeem all or any of its currently outstanding
8,000,000 Non-cumulative Rate Reset Class 1 Shares Series 11 (the
"Series 11 Preferred Shares") (TSX: MFC.PR.J) on
March 19, 2023. As a result, subject to certain conditions
described in the prospectus supplement dated November 27, 2012 relating to the issuance of the
Series 11 Preferred Shares (the "Prospectus"), the holders of the
Series 11 Preferred Shares have the right, at their option, to
convert all or part of their Series 11 Preferred Shares on a
one-for-one basis into Non-cumulative Floating Rate Class 1 Shares
Series 12 of Manulife (the "Series 12 Preferred Shares") on
March 19, 2023. A formal notice of
the right to convert Series 11 Preferred Shares into Series 12
Preferred Shares will be sent to the registered holders of the
Series 11 Preferred Shares in accordance with the share conditions
of the Series 11 Preferred Shares. Holders of Series 11 Preferred
Shares are not required to elect to convert all or any part of
their Series 11 Preferred Shares into Series 12 Preferred Shares.
Holders who do not exercise their right to convert their Series 11
Preferred Shares into Series 12 Preferred Shares on such date will
retain their Series 11 Preferred Shares, unless automatically
converted in accordance with the conditions below.
The foregoing conversion right is subject to the conditions
that: (i) if, after March 6, 2023, Manulife determines that
there would be less than 1,000,000 Series 11 Preferred Shares
outstanding on March 19, 2023, then
all remaining Series 11 Preferred Shares will automatically be
converted into an equal number of Series 12 Preferred Shares on
March 19, 2023, and (ii) alternatively, if, after March 6, 2023, Manulife determines that there
would be less than 1,000,000 Series 12 Preferred Shares outstanding
on March 19, 2023, then no Series 11 Preferred Shares will be
converted into Series 12 Preferred Shares. In either case, Manulife
will give written notice to that effect to any registered holders
of Series 11 Preferred Shares affected by the preceding minimums on
or before March 13, 2023.
The dividend rate applicable to the Series 11 Preferred Shares
for the 5-year period commencing on March 20, 2023, and ending
on March 19, 2028, and the dividend rate applicable to the
Series 12 Preferred Shares for the 3-month period commencing on
March 20, 2023, and ending on June 19, 2023, will be
determined and announced by way of a news release on February 21, 2023. Manulife will also give
written notice of these dividend rates to the registered holders of
Series 11 Preferred Shares.
Beneficial owners of Series 11 Preferred Shares who wish to
exercise their right of conversion should instruct their broker or
other nominee to exercise such right before 5:00 p.m.
(Toronto time) on March 6, 2023. Conversion inquiries should be
directed to Manulife's Registrar and Transfer Agent, TSX Trust
Company, at 1–800-783-9495.
Subject to certain conditions described in the Prospectus,
Manulife may redeem the Series 11 Preferred Shares, in whole
or in part, on March 19, 2028 and on March 19 every five
years thereafter and may redeem the Series 12 Preferred
Shares, in whole or in part, after March 19, 2023.
The Toronto Stock Exchange ("TSX") has conditionally approved
the listing of the Series 12 Preferred Shares effective upon
conversion. Listing of the Series 12 Preferred Shares is
subject to Manulife fulfilling all the listing requirements of the
TSX and, upon approval, the Series 12 Preferred Shares will be
listed on the TSX under the trading symbol "MFC.PR.S".
The Series 11 Preferred Shares and the Series 12 Preferred
Shares have not been and will not be registered in the United States under the United States
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state of the
United States and may not be offered, sold or delivered,
directly or indirectly in the United
States or to, or for the account or benefit of, a "U.S.
person" (as defined in Regulation S under the Securities Act)
absent registration or an applicable exemption from such
registration requirements. This press release does not constitute
an offer to sell or a solicitation to buy securities in
the United States and any public
offering of the securities in the United
States must be made by means of a prospectus.
About Manulife
Manulife Financial Corporation is a leading international
financial services provider, helping people make their decisions
easier and lives better. With our global headquarters in
Toronto, Canada, we provide
financial advice and insurance, operating as Manulife across
Canada, Asia, and Europe, and primarily as John Hancock in the
United States. Through Manulife Investment Management, the
global brand for our Global Wealth and Asset Management segment, we
serve individuals, institutions, and retirement plan members
worldwide. At the end of 2021, we had more than 38,000 employees,
over 119,000 agents, and thousands of distribution partners,
serving over 33 million customers. We trade as 'MFC' on the
Toronto, New York, and the Philippine stock exchanges
and under '945' in Hong Kong.
Not all offerings are available in all jurisdictions. For
additional information, please visit manulife.com.
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SOURCE Manulife Financial Corporation