Manulife Completes Two Offerings

The Manufacturers Life Insurance Company completed its $500 million offering of 4.165 per cent fixed/floating subordinated debentures due June 1, 2022. The debentures are guaranteed on a subordinated basis by Manulife Financial Corporation.

The debentures were offered through a syndicate of dealers which was co-led by RBC Capital Markets and BMO Capital Markets, and included CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Laurentian Bank Securities Inc., Canaccord Genuity Corp. and Manulife Securities Incorporated. The offering closed on February 17, 2012.

On February 22, 2012, Manulife Financial Corporation completed its $250 million offering of Non-cumulative Rate Reset Class 1 Shares Series 7. The offering was underwritten on a bought deal basis by a syndicate of underwriters which was co-led by Scotia Capital Inc., RBC Capital Markets and TD Securities Inc., and included BMO Capital Markets, CIBC World Markets Inc., National Bank Financial Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc., Canaccord Genuity Corp., Laurentian Bank Securities Inc. and Manulife Securities Incorporated.

The preferred shares were issued at a price of $25.00 per share and holders will be entitled to receive non-cumulative preferential quarterly dividends as and when declared by the board of directors of Manulife Financial, to yield 4.60 per cent annually commencing on the closing date and ending on and including March 19, 2017. Thereafter, the dividend rate will reset every five years to be equal to the 5-Year government of Canada Bond Yield plus 3.13 per cent. Subject to certain conditions, holders may elect to convert any or all of their Non-cumulative Rate Reset Class 1 Shares Series 7 into an equal number of Non-cumulative Floating Rate Class 1 Shares Series 8 on March 19, 2017, and on March 19 of every fifth year thereafter.

Manulife 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 Yinka Olusoga (securities); Blair Keefe (insurance regulatory) and Jim Welkoff and Richard Johnson (tax).

The underwriters were represented by Davies Ward Phillips & Vineberg LLP with a team consisting of Patricia Olasker, Mindy Gilbert and Tiffany Jung (securities) and Raj Juneja and Shannon Nelson (tax).