Manulife Financial Issues $200M of Preferred Shares

On December 6, 2011, Manulife Financial Corporation issued $200 million of Non-cumulative Rate Reset Class 1 Shares Series 5 (the “Preferred Shares”). The offering was underwritten on a bought deal basis by a syndicate co-led by RBC Capital Markets and Scotia Capital Inc. and included BMO Capital Markets, CIBC World Markets Inc., TD Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Canaccord Genuity Corp., Laurentian Bank Securities Inc., and Manulife Securities Incorporated.

The Preferred Shares were issued to the public at a price of $25.00 per Preferred Share and holders will be entitled to receive non-cumulative preferential quarterly dividends as and when declared by the board of directors of Manulife, to yield 4.40 per cent annually commencing on the closing date and ending on, and including the date, December 19, 2016.

Thereafter, the dividend rate will reset every five years to be equal to the 5-Year Government of Canada Bond Yield plus 2.90 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares into an equal number of Non-Cumulative Floating Rate Class A Preferred Shares Series 6 on December 19, 2016 and on December 19 of every fifth year thereafter.

Manulife Financial Corporation was represented in-house by Stephen Sigurdson, Senior Vice President and General Counsel Canada and David Kerr, Assistant Vice President, Senior Counsel and Assistant Corporate Secretary, and by Torys LLP with a team consisting of David Seville, Raegan Kennedy, Thomas Miller and Daniel Doubillet (securities); Blair Keefe (insurance regulatory); and Jim Welkoff and Richard Johnson (tax).

The underwriters were represented by McCarthy Tétrault LLP with a team consisting of Barry Ryan, Andrew Parker and Matthew Appleby (business law) and Jerald Wortsman and Ylang Ha (tax).