Manulife Financial Corp 6-K, filed Jan 31, 2023
Manulife Financial Corp (MFC)
6-K
2023-01-31
For: 2023-01-31
View Original
Added on
April 02, 2026
About this 6-K
Manulife Financial Corp filed this 6-K on January 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2023
Commission File Number: 1-14942
MANULIFE FINANCIAL CORPORATION
(Translation of registrant's name into English)
(Translation of registrant's name into English)
200 Bloor Street East
North Tower 10
Toronto, Ontario, Canada M4W 1E5
(416) 926‑3000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F
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Form 40-F
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DOCUMENTS FILED AS PART OF THIS FORM 6-K
The following documents, filed as exhibits to this Form 6-K, are incorporated by reference as part of this Form 6-K:
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Exhibit
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Description of Exhibit
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99.1
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News release dated January 31, 2023
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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MANULIFE FINANCIAL CORPORATION
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By: /s/ Scott MacIntosh
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Name: Scott MacIntosh
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Title: Assistant
Corporate Secretary
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Date: January 31, 2023
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News
Release
Release
C$ unless otherwise stated TSX/NYSE/PSE: MFC SEHK: 945
For Immediate Release
January 31, 2023
For Immediate Release
January 31, 2023
Manulife Financial Corporation announces Conversion Privilege of
Non-cumulative Rate Reset Class 1 Shares Series 11
TORONTO –
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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Media Contact
Cheryl Holmes
Manulife
416-557-0945
cheryl_holmes@manulife.com
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Investor Relations
Hung Ko
Manulife
416-852-4875
hung_ko@manulife.com
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