C$ unless otherwise
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TSX/NYSE/PSE: MFC SEHK: 945
TORONTO , April 25,
2023 /CNW/ - Manulife Financial Corporation
("Manulife") today announced that it does not intend to exercise
its right to redeem all or any of its currently outstanding
10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 25 (the
"Series 25 Preferred Shares") (TSX: MFC.PR.Q) on June 19,
2023. As a result, subject to certain conditions described in the
prospectus supplement dated February 12,
2018 relating to the issuance of the Series 25 Preferred
Shares (the "Prospectus"), the holders of the Series 25 Preferred
Shares have the right, at their option, to convert all or part of
their Series 25 Preferred Shares on a one-for-one basis into
Non-cumulative Floating Rate Class 1 Shares Series 26 of Manulife
(the "Series 26 Preferred Shares") on June
19, 2023. A formal notice of the right to convert Series 25
Preferred Shares into Series 26 Preferred Shares will be sent to
the registered holders of the Series 25 Preferred Shares in
accordance with the share conditions of the Series 25 Preferred
Shares. Holders of Series 25 Preferred Shares are not required to
elect to convert all or any part of their Series 25 Preferred
Shares into Series 26 Preferred Shares. Holders who do not exercise
their right to convert their Series 25 Preferred Shares into Series
26 Preferred Shares on such date will retain their Series 25
Preferred Shares, unless automatically converted in accordance with
the conditions below.
The foregoing conversion right is subject to the conditions
that: (i) if, after June 5, 2023,
Manulife determines that there would be less than 1,000,000 Series
25 Preferred Shares outstanding on June 19,
2023, then all remaining Series 25 Preferred Shares will
automatically be converted into an equal number of Series 26
Preferred Shares on June 19, 2023, and (ii) alternatively, if,
after June 5, 2023, Manulife
determines that there would be less than 1,000,000 Series 26
Preferred Shares outstanding on June 19, 2023, then no Series
25 Preferred Shares will be converted into Series 26 Preferred
Shares. In either case, Manulife will give written notice to that
effect to any registered holders of Series 25 Preferred Shares
affected by the preceding minimums on or before June 12, 2023.
The dividend rate applicable to the Series 25 Preferred Shares
for the 5-year period commencing on June 20, 2023, and ending
on June 19, 2028, and the dividend rate applicable to the
Series 26 Preferred Shares for the 3-month period commencing on
June 20, 2023, and ending on September 19, 2023, will be
determined and announced by way of a news release on May 23, 2023. Manulife will also give written
notice of these dividend rates to the registered holders of Series
25 Preferred Shares.
Beneficial owners of Series 25 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 June 5, 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 25 Preferred Shares, in whole
or in part, on June 19, 2028 and on June 19 every five
years thereafter and may redeem the Series 26 Preferred
Shares, in whole or in part, after June 19, 2023.
The Toronto Stock Exchange ("TSX") has conditionally approved
the listing of the Series 26 Preferred Shares effective upon
conversion. Listing of the Series 26 Preferred Shares is
subject to Manulife fulfilling all the listing requirements of the
TSX and, upon approval, the Series 26 Preferred Shares will be
listed on the TSX under the trading symbol "MFC.PR.S".
The Series 25 Preferred Shares and the Series 26 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 2022, we had more than 40,000 employees,
over 116,000 agents, and thousands of distribution partners,
serving over 34 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 The Manufacturers Life Insurance Company