IN THE MATTER OF THE SECURITIES
LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,
Qu�bec, NEW BRUNSWICK, NOVA SCOTIA,
NEWFOUNDLAND AND LABRADOR, PRINCE EDWARD ISLAND, YUKON, NUNAVUT AND
NORTHWEST TERRITORIES
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF THE MANUFACTURERS LIFE INSURANCE COMPANY
AND
MANULIFE FINANCIAL CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory
authority or regulator (the "Decision Maker") in each of British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, Qu�bec, New Brunswick, Nova Scotia,
Newfoundland and Labrador, Prince Edward Island, Yukon , Nunavut and Northwest Territories
(the "Jurisdictions") has received an application from The Manufacturers Life
Insurance Company ("Manufacturers Life") and Manulife Financial Corporatio
("MFC") (Manufacturers Life together with MFC referred to herein as the
"Filer"):
A. for a decision pursuant to the securities legislation of the
Jurisdictions (the "Legislation") that the requirements contained in
the
Legislation to be registered to trade in a security (the "Registration
Requirements") shall not apply to the Filer, CIBC Mellon Trust Company ("CIBC
Mellon") or such other trust company as is appointed by MFC from time to
time as the administrator (CIBC Mellon or such other administrator hereinafter
referred to as the
"Administrator") pursuant to the Share Sales Program (as hereinafter
defined) or Eligible Policyholders (as hereinafter defined) in respect of any
trades in common shares
of MFC (the "Common Shares") through the Administrator and the Assisting
Dealer
(as hereinafter defined) pursuant to the Share Sales Program.
AND WHEREAS pursuant to the Mutual Reliance Review
System for Exemptive Relief Applications (the "System") the Ontario
Securities
Commission is the principal regulator for this Application;
AND WHEREAS the Filer has represented to the Decision
Makers that:
1. Manufacturers Life was incorporated on June 23, 1887, by a Special
Act of Parliament of the Dominion of Canada. Pursuant to the provisions of the
then Canadian
and British Insurance Companies Act (Canada), the predecessor legislation
to the Insurance
Companies Act (Canada) ("ICA"), Manufacturers Life undertook a
plan of mutualization and became a mutual life insurance company on December
19, 1968. On
September 23, 1999 Manufacturers Life demutualized (the "Demutualization")
pursuant to letters patent of conversion issued by the Minister of Finance.
2. Manufacturers Life's head office is located in Ontario. Manufacturers
Life is regulated by the Superintendent of Financial Institutions (Canada) and
it is licenced under the insurance legislation of each province and territory
of Canada.
Manufacturers Life is a reporting issuer (or equivalent) in each of the provinces
and territories of Canada and has held that status since filing a non-offering
prospectus on
May 19, 1994. To the best of its knowledge, information and belief, Manufacturers
Life is
currently not in default of its reporting requirements under the Legislation.
3. Manufacturers Life has authorized share capital consisting of an
unlimited number of Common Shares, an unlimited number of Class A Shares, issuable
in series, an unlimited number of Class B Shares, issuable in series, an unlimited
number of
Class C Shares, issuable in series, and an unlimited number of Class D Shares,
issuable in series. As of the date hereof, only Common Shares and 40,000 Manufacturers
Life Class A
Shares Series 1 are issued and outstanding. Pursuant to the Demutualization,
MFC became the holder of all of the issued and outstanding Common Shares of Manufacturers
Life. MFC
subscribed for the Manufacturers Life Class A Shares Series 1 in connection with
the offering by Manulife Financial Capital Trust of Manulife Financial Capital
Securities Series A and Manulife Financial Capital Securities Series
B completed on
December 10, 2001.
4. MFC was incorporated under the ICA on April 26, 1999. On September
23, 1999, in connection with the Demutualization, MFC became the sole shareholder
of Manufacturers Life and certain holders of participating life insurance policies
of
Manufacturers Life (the "Eligible Policyholders") became shareholders
of MFC. On September 24, 1999 MFC filed a final prospectus in connection with
an initial treasury and
secondary offering conducted in Canada and the United States. MFC is a publicly
traded company on The Toronto Stock Exchange, the New York Stock Exchange, the
Stock Exchange of
Hong Kong Limited and the Philippine Stock Exchange. The authorized share capital
of MFC consists of Class A Shares, issuable in series, Class B Shares, issuable
in series, and
Common Shares of which approximately 482 million Common Shares were issued and
outstanding
as of January 1, 2002.
5. MFC is a reporting issuer in each of the Jurisdictions. MFC files its
continuous disclosure materials on the System for Electronic Document Analysis
and Retrieval. To the best of its knowledge, information and belief, MFC is currently
not in
default of its reporting requirements under the Legislation.
6. Manufacturers Life anticipated that a significant number of Eligible
Policyholders would retain the Common Shares to which they are entitled in connection
with the Demutualization and not make a cash election. Manufacturers Life believes
that a
significant number of these Eligible Policyholders, both in North America and
Asia, do not have any prior experience in share ownership or brokerage relationships.
For these
reasons, Manufacturers Life established a "Share Sales Program", which
commenced following the completion of the initial public offering of the Common
Shares (the
"IPO").
7. Under the Share Sales Program, Eligible Policyholders resident in
Canada who received Common Shares are able to sell those shares simply by contacting
the Administrator of the Share Sales Program CIBC Mellon and any other person
or company
appointed by MFC from time to time as the Administrator shall be a trust company.
The Administrator has established an account with a registered securities dealer
(the "Assisting Dealer") and, through the Assisting Dealer, arranges
to sell Eligible Policyholders' Common Shares and remit the proceeds, less applicable
fees, to Eligible
Policyholders. The Share Sales Program is extended only to Eligible Policyholders
and only to those Common Shares received by such Eligible Policyholders on the
Demutualization,
which they continue to hold in the book-entry system through the Administrator.
8. Under the Share Sales Program, only sell orders are accepted by the
Administrator and no advice regarding the decision to sell or hold the Common
Shares is offered to any Eligible Policyholder. Neither Manufacturers Life nor
MFC subsidize the
costs of selling Common Shares under the Share Sales Program, although Eligible
Policyholders will benefit from any reduced commission that can be negotiated
with the Assisting Dealer. Any Eligible Policyholders who wish to sell their
Common Shares in
another manner (for example, by transferring their holdings to another dealer
with whom they have a brokerage relationship) is free to do so. Any information
distributed to
Eligible Policyholders regarding the Share Sales Program has not and will not
contain any investment advice as to the desirability of Eligible Policyholders
holding or selling
their Common Shares. The Assisting Dealer will not open individual accounts or
engage in "know-your-client" procedures with respect to individual
Eligible Policyholders utilizing the Share Sales Program. Literature describing
the Share Sales Program has been
provided to all Eligible Policyholders.
9. Manufacturers Life and MFC have in place a call centre through which
questions of Eligible Policyholders regarding the mechanics of selling Common
Shares under the Share Sales Program can be answered. The call centre staff are
instructed not to
provide investment advice as to the desirability of an Eligible Policyholder
holding or
selling their Common Shares.
AND WHEREAS pursuant to the System this Decision
Document
evidences the decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied
that the test contained in the Legislation that provides the Decision Maker with the
jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers pursuant to the
Legislation is that the Registration Requirements shall not apply to the Filer, the
Administrator pursuant to the Share Sales Program or Eligible Policyholders in respect of:
(i) the execution of an unsolicited order to sell Common Shares through the Assisting Dealer by the Administrator, or
(ii) placing the unsolicited order with the Administrator, in connection with the Share Sales Program.
and, for the purposes of this MRRS Decision Document,
a trade shall not be considered "solicited" by reason of the Filer
(or the Administrator on their behalves) distributing to Eligible Policyholders
disclosure documents, notices, brochures or similar
documents advising of the availability of the Administrator to facilitate sales
of Common Shares or by reason of the Filer and/or the Administrator advising
Eligible Policyholders
of the availability, and informing Eligible Policyholders of the details of the
operation of the Share Sales Program in response to enquiries from Eligible
Policyholders by
telephone or otherwise.
DATED February 20, 2002
Paul M. Moore | Robert W. Korthals |