6-K

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 February, 2020

Commission File Number: 1-14942

MANULIFE FINANCIAL CORPORATION

(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.

Form 20-F ◻ Form 40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ◻

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ◻ No ☑

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________.

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:

Exhibit	Description of Exhibit
99.1	News release dated February 3, 2020

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.

	MANULIFE FINANCIAL CORPORATION
	By:             /s/ Kay Song
	Name:       Kay Song
	Title:          Assistant Corporate Secretary
Date:  February 3, 2020

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	News release dated February 3, 2020

EX-99.1

 

News
Release

C$ unless otherwise statedTSX/NYSE/PSE: MFC     SEHK: 945
For Immediate Release
February 3, 2020

Manulife Financial Corporation announces Conversion Privilege of Non-cumulative Rate Reset Class 1 Shares Series 19

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 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 19 (the “Series 19 Preferred Shares”) (TSX: MFC.PR.N) on March19, 2020. As a result, subject to certain conditions described in the prospectus supplement dated November26, 2014 relating to the issuance of the Series 19 Preferred Shares (the “Prospectus”), the holders of the Series19 Preferred Shares have the right, at their option, to convert all or part of their Series19 Preferred Shares on a one-for-one basis into Non-cumulative Floating Rate Class 1 Shares Series20 of Manulife (the “Series20 Preferred Shares") on March 19, 2020. A formal notice of the right to convert Series19 Preferred Shares into Series20 Preferred Shares will be sent to the registered holders of the Series 19 Preferred Shares in accordance with the share conditions of the Series 19 Preferred Shares. Holders of Series19 Preferred Shares are not required to elect to convert all or any part of their Series19 Preferred Shares into Series20 Preferred Shares. Holders who do not exercise their right to convert their Series19 Preferred Shares into Series 20 Preferred Shares on such date will retain their Series19 Preferred Shares, unless automatically converted in accordance with the conditions below.

The foregoing conversion right is subject to the conditions that: (i) if, after March4, 2020, Manulife determines that there would be less than 1,000,000 Series19 Preferred Shares outstanding on March19, 2020, then all remaining Series19 Preferred Shares will automatically be converted into an equal number of Series20 Preferred Shares on March19, 2020, and (ii) alternatively, if, after March4, 2020, Manulife determines that there would be less than 1,000,000 Series20 Preferred Shares outstanding on March19, 2020, then no Series19 Preferred Shares will be converted into Series 20 Preferred Shares. In either case, Manulife will give written notice to that effect to any registered holders of Series19 Preferred Shares affected by the preceding minimums on or before March 11, 2020.

The dividend rate applicable to the Series 19 Preferred Shares for the 5-year period commencing on March20, 2020, and ending on March19, 2025, and the dividend rate applicable to the Series 20 Preferred Shares for the 3-month period commencing on March 20, 2020, and ending on June19, 2020, will be determined and announced by way of a news release on February19, 2020. Manulife will also give written notice of these dividend rates to the registered holders of Series19 Preferred Shares.

Beneficial owners of Series 19 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 March4, 2020. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, AST Trust Company (Canada), at 1-800-783-9495.

Subject to certain conditions described in the Prospectus, Manulife may redeem the Series19 Preferred Shares, in whole or in part, on March 19, 2025 and on March19 every five years thereafter and may redeem the Series20 Preferred Shares, in whole or in part, after March 19, 2020.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series20 Preferred Shares effective upon conversion. Listing of the Series20 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series20 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

The Series 19 Preferred Shares and the Series 20 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 group that helps people make their decisions easier and lives better. With our global headquarters in Toronto, we operate as Manulife across our offices in Canada, Asia, and Europe, and primarily as John Hancock in the United States. We provide financial advice, insurance, as well as wealth and asset management solutions for individuals, groups and institutions. At the end of 2018, we had more than 34,000 employees, over 82,000 agents, and thousands of distribution partners, serving almost 28 million customers. As of September 30, 2019, we had over $1.2 trillion (US$881 billion) in assets under management and administration, and in the previous 12 months we made $29.8 billion in payments to our customers. Our principal operations in Asia, Canada and the United States are where we have served customers for more than 100 years. We trade as 'MFC' on the Toronto, New York, and the Philippine stock exchanges and under '945' in Hong Kong.

Media Contact Odette Coleman Manulife 416 819-6938 odette_coleman@manulife.com Investor Relations Adrienne O’Neill Manulife 416-926-6997 adrienne_oneill@manulife.com