Manulife Financial Completes $450M Public Offering of Shares

Manulife Financial Corporation raised $450 million on March 4, 2009 through a Canadian public offering of 18 million Non-cumulative Rate Reset Class A Shares, Series 4 at $25 per share. The underwriting syndicate was led by RBC Dominion Securities Inc. and CIBC World Markets Inc., and included Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc. and Desjardins Securities Inc. Holders of Series 4 Shares will be entitled to receive a non-cumulative quarterly fixed dividend yielding 6.60 per cent annually for the initial five-year period. Thereafter, the dividend rate will reset every five years at the five-year Government of Canada bond yield plus 4.56 per cent.

The Series 4 Shares are convertible, in certain circumstances, into Non-cumulative Floating Rate Class A Shares, Series 5. Holders of the Series 5 Shares will be entitled to receive non-cumulative quarterly floating dividends at the three-month Government of Canada treasury bill yield plus 4.56 per cent. The Series 5 Shares are convertible, in certain circumstances, into Series 4 Shares.

Manulife was represented in-house by Richard Lococo, senior vice president and deputy general counsel, and David Kerr, assistant vice president, senior counsel and assistant corporate secretary. Torys LLP represented Manulife with a team that included Sharon Geraghty, David Seville, Jonathan Cescon, Jon Reay and Adam Banack (securities); Blair Keefe (regulatory); and Jim Welkoff and Catrina Card (tax).

Davies Ward Phillips & Vineberg LLP represented the underwriters with a team that included Patricia Olasker, Mindy Gilbert and Jonathan Ip (securities) and Duncan Osborne and Paul Lamarre (tax).