Category: Issue Comments

Manulife Financial Corporation has announced (on 2021-6-7):

that after having taking into account all election notices received by the June 4, 2021 deadline for conversion, 812,380 of its currently outstanding 6,335,831 Non-cumulative Rate Reset Class 1 Shares Series 3 (the “Series 3 Preferred Shares”) have been elected for conversion on June 19, 2021, on a one-for-one basis, into Non-cumulative Floating Rate Class 1 Shares Series 4 of Manulife (the “Series 4 Preferred Shares”), and 1,014,452 of its currently outstanding 1,664,169 Series 4 Preferred Shares have been elected for conversion on June 19, 2021, on a one-for-one basis, into Series 3 Preferred Shares.

As a result, on June 19, 2021, Manulife will have 6,537,903 Series 3 Preferred Shares and 1,462,097 Series 4 Preferred Shares issued and outstanding. The Series 3 Preferred Shares and the Series 4 Preferred Shares are listed on the Toronto Stock Exchange under the symbols MFC.PR.F and MFC.PR.P, respectively.

As announced by Manulife on May 21, 2021, after June 19, 2021, holders of Series 3 Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife (the “Board”) and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on June 20, 2021, and ending on June 19, 2026, will be 2.34800% per annum or $0.146750 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at May 21, 2021, plus 1.41%, as determined in accordance with the terms of the Series 3 Preferred Shares.

As announced by Manulife on May 21, 2021, after June 19, 2021, holders of Series 4 Preferred Shares will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the three-month period commencing on June 20, 2021, and ending on September 19, 2021, will be 0.38363% (1.52200% on an annualized basis) or $0.095908 per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at May 21, 2021, plus 1.41%, as determined in accordance with the terms of the Series 4 Preferred Shares.

MFC.PR.F was issued as a 4.20%+141 FixedReset that commenced trading 2011-3-11 after being announced 2011-3-7. Notice of extension was published in 2016 and the rate reset to 2.178%. I recommended that holders not convert to FloatingResets but there was a 21% conversion anyway. In 2021, the dividend rate on MFC.PR.F reset to 2.348%.

MFC.PR.P is a FloatingReset, Bills+141bp, which arose via a partial conversion from MFC.PR.F in 2016.

Manulife Financial Corporation announced (on 2021-4-22):

that it does not intend to exercise its right to redeem all or any of its currently outstanding 6,335,831 Non-cumulative Rate Reset Class 1 Shares Series 3 (the “Series 3 Preferred Shares”) (TSX: MFC.PR.F) or 1,664,169 Non-cumulative Floating Rate Class 1 Shares Series 4 (the “Series 4 Preferred Shares”) (TSX: MFC.PR.P) on June 19, 2021.

As a result, subject to certain conditions described in the prospectus supplement dated March 7, 2011 relating to the issuance of the Series 3 Preferred Shares and Series 4 Preferred Shares (the “Prospectus”), the holders of the Series 3 Preferred Shares have the right, at their option, to convert all or part of their Series 3 Preferred Shares on a one-for-one basis into Series 4 Preferred Shares on June 19, 2021. As well, subject to certain conditions, the holders of Series 4 Preferred Shares have the right to convert all or part of their Series 4 Preferred Shares on a one-for-one basis into Series 3 Preferred Shares on June 19, 2021. Holders who do not exercise their right to convert their Series 3 Preferred Shares into Series 4 Preferred Shares will retain their Series 3 Preferred Shares. Holders who do not exercise their right to convert their Series 4 Preferred Shares into Series 3 Preferred Shares will retain their Series 4 Preferred Shares.

Beneficial owners of Series 3 Preferred Shares and Series 4 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 June 4, 2021.

The foregoing conversions are subject to the conditions that: (i) if, after June 4, 2021, Manulife determines that there would be less than 1,000,000 Series 3 Preferred Shares outstanding on June 19, 2021, then all remaining Series 3 Preferred Shares will automatically be converted into an equal number of Series 4 Preferred Shares on June 19, 2021, and (ii) if, after June 4, 2021, Manulife determines that there would be less than 1,000,000 Series 4 Preferred Shares outstanding on June 19, 2021, then all remaining Series 4 Preferred Shares will automatically be converted into an equal number of Series 3 Preferred Shares. In either case, Manulife shall give written notice to that effect to any registered holders of Series 3 and Series 4 Preferred Shares on or before June 7, 2021.

The dividend rate applicable to the Series 3 Preferred Shares for the 5-year period commencing on June 20, 2021, and ending on June 19, 2026, and the dividend rate applicable to the Series 4 Preferred Shares for the 3-month period commencing on June 20, 2021, and ending on September 19, 2021, will be determined and announced by way of a news release on May 21, 2021. Manulife will also give written notice of these dividend rates to the registered holders of Series 3 Preferred Shares and Series 4 Preferred Shares.

They then announced (on 2021-5-21; inexplicably not on their website):

the applicable dividend rates for its Non-cumulative Rate Reset Class 1 Shares Series 3 (the “Series 3 Preferred Shares”) (TSX: MFC.PR.F) and Non-cumulative Floating Rate Class 1 Shares Series 4 (the “Series 4 Preferred Shares”) (TSX: MFC.PR.P).

With respect to any Series 3 Preferred Shares that remain outstanding after June 19, 2021, holders thereof will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on June 20, 2021, and ending on June 19, 2026, will be 2.34800% per annum or $0.146750_ per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at May 21, 2021, plus 1.41%, as determined in accordance with the terms of the Series 3 Preferred Shares.

With respect to any Series 4 Preferred Shares that remain outstanding after June 19, 2021, holders thereof will be entitled to receive floating rate non-cumulative preferential cash dividends on a quarterly basis, calculated on the basis of actual number of days elapsed in each quarterly floating rate period divided by 365, as and when declared by the Board of Directors of Manulife and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the three-month period commencing on June 20, 2021, and ending on September 19, 2021, will be 0.38363_% (1.52200% on an annualized basis) or $0.095908____ per share, being equal to the sum of the three-month Government of Canada Treasury bill yield as at May 21, 2021, plus 1.41%, as determined in accordance with the terms of the Series 4 Preferred Shares.

Beneficial owners of Series 3 Preferred Shares and Series 4 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 June 4, 2021. The news release announcing such conversion right was issued on April 22, 2021 and can be viewed on SEDAR or Manulife’s website. Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, AST Trust Company (Canada), at 1–800–783–9495.

MFC.PR.F was issued as a 4.20%+141 FixedReset that commenced trading 2011-3-11 after being announced 2011-3-7. Notice of extension was published in 2016 and the rate reset to 2.178%. I recommended that holders not convert to FloatingResets but there was a 21% conversion anyway.

MFC.PR.P is a FloatingReset, Bills+141bp, which arose via a partial conversion from MFC.PR.F in 2016.

Manulife Financial Corporation has announced (on 2021-4-22):

its intention to redeem all of its outstanding 17,000,000 Non-cumulative Rate Reset Class 1 Shares Series 21 (“Series 21 Preferred Shares”) for cash on June 19, 2021. The Series 21 Preferred Shares (TSX: MFC.PR.O) are redeemable at Manulife’s option on June 19, 2021, at a redemption price per Series 21 Preferred Share equal to C$25.00 for an aggregate total of C$425 million. Formal notice will be delivered to holders of Series 21 Preferred Shares in accordance with the terms outlined in the share provisions for the Series 21 Preferred Shares.

Separately from the redemption price, the final quarterly dividend of C$0.35 per Series 21 Preferred Share will be paid, subject to its declaration by the board of directors of Manulife, in the usual manner on June 19, 2021 to shareholders of record on May 18, 2021 or such other record date determined by the board. After the Series 21 Preferred Shares are redeemed, holders of Series 21 Preferred Shares will cease to be entitled to distributions of dividends and will not be entitled to exercise any rights as holders other than to receive the redemption price.

MFC.PR.O is a FixedReset, 5.60%+497, that commenced trading 2016-2-25 after being announced 2016-2-16. The issue has been tracked by HIMIPref™ and was assigned to the FixedReset-Insurance subindex.

Royal Bank of Canada has announced (on 2021-4-15):

its intention to redeem all of its issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series BK (Series BK shares) (TSX: RY.PR.Q) on May 24, 2021, for cash at a redemption price of $25.00 per share to be paid on May 25, 2021. Royal Bank of Canada also announced its intention to redeem all of its issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series BM (Series BM shares) (TSX: RY.PR.R) on August 24, 2021, for cash at a redemption price of $25.00 per share to be paid on August 24, 2021.

There are 29,000,000 Series BK shares outstanding, representing $725 million of capital and 30,000,000 Series BM shares outstanding, representing $750 million of capital. The redemptions will be financed out of the general corporate funds of Royal Bank of Canada.

The final quarterly dividend of $0.34375 for each of the Series BK shares will be paid separately from the redemption price and in the usual manner on May 21, 2021 to shareholders of record at the close of business on April 22, 2021. After such dividend payment, the holders of Series BK shares will cease to be entitled to dividends. The final quarterly dividend for each of the Series BM shares, subject to declaration by the board of directors, will be paid separately from the redemption price for each of the Series BM Shares and in the usual manner on August 24, 2021 to shareholders of record at the close of business on July 26, 2021. After such dividend payments, the holders of Series BM shares will cease to be entitled to dividends.

RY.PR.Q is a FixedReset 5.50%+453, that commenced trading 2015-12-16 after being announced 2015-12-8. It has been tracked by HIMIPref™ and was assigned to the FixedReset-Discount subindex as of 2021-4-30 from the FixedReset-Premium subindex.

RY.PR.R is a FixedReset, 5.50%+480, that commenced trading 2016-3-7 after being announced 2016-2-25. The issue has been tracked by HIMIPref™ and was transferred from the FixedReset-Premium to the FixedReset-Discount subindex 2021-7-30.

Cenovus Energy Inc. has announced (on March 18):

274,160 of its 10,435,932 Cumulative Redeemable First Preferred Shares, Series 1 (Series 1 Shares) have been tendered for conversion on March 31, 2021, on a one-for-one basis, into Cumulative Redeemable First Preferred Shares, Series 2 (Series 2 Shares) and 577,882 of its 1,564,068 Series 2 Shares have been tendered for conversion, on a one-for-one basis, into Series 1 Shares.

As of March 31, 2021 Cenovus will have 10,739,654 Series 1 Shares and 1,260,346 Series 2 Shares issued and outstanding. The Series 1 Shares are listed on the Toronto Stock Exchange under the symbol CVE.PR.A and the Series 2 Shares are listed on the Toronto Stock Exchange under the symbol CVE.PR.B.

CVE.PR.A was issued as HSE.PR.A, a FixedReset, 4.45%+173, on 2011-3-18 after being announced 2011-3-10. Notice of extension was published in February, 2016 and the issue reset to 2.404%. I recommended against conversion but there was a 13% conversion to the FloatingReset HSE.PR.B anyway. The ticker changed to CVE.PR.A following the Plan of Arrangement between HSE and CVE. CVE.PR.A reset to 2.577% in 2021.

CVE.PR.B is a FloatingReset, Bills+173, that arose via a partial conversion from HSE.PR.A to HSE.PR.B in 2016. The ticker changed to CVE.PR.B following the Plan of Arrangement between HSE and CVE.

Update, 2026-3-3: Headline changed as BCE.PR.M / BCE.PR.N are a FixedReset/FloatingReset pair, not a FixedFloater/RatchetRate pair.

BCE Inc. has announced (on March 17): that 42,423 of its 9,542,615 fixed-rate Cumulative Redeemable First Preferred Shares, Series AM (“Series AM Preferred Shares”) have been tendered for conversion on March 31, 2021, on a one-for-one basis, into floating-rate Cumulative Redeemable First Preferred Shares, Series AN (“Series AN Preferred Shares”). In addition, 939,786 of its 1,952,085 Series AN Preferred Shares have been tendered for conversion on March 31, 2021, on a one-for-one basis, into Series AM Preferred Shares. Consequently, on March 31, 2021, BCE will have 10,439,978 Series AM Preferred Shares and 1,054,722 Series AN Preferred Shares issued and outstanding. The Series AM Preferred Shares and the Series AN Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbols BCE.PR.M and BCE.PR.N, respectively.

The Series AM Preferred Shares will pay on a quarterly basis, for the five-year period beginning on March 31, 2021, as and when declared by the Board of Directors of BCE, a fixed quarterly cash dividend based on an annual dividend rate of 2.939%.

The Series AN Preferred Shares will continue to pay, for each quarterly period, as and when declared by the Board of Directors of BCE Inc., a quarterly floating cash dividend based on the T-Bill Rate for such quarterly period plus 2.09%, calculated in accordance with the articles of BCE. The floating dividend rate applicable to the Series AN Preferred Shares for the quarterly period beginning on March 31, 2021 is 0.53927% (annual rate of 2.163% based on a T-Bill Rate of 0.073%).

BCE.PR.M was issued as BAF.PR.A, a FixedReset 4.85%+209, issued 2011-3-15 after being announced 2011-2-22. After an exchange offer for the BAF preferreds, there was a partial conversion to BCE preferreds, followed by a forced conversion in 2014. The ticker changed to BCE.PR.M in September, 2014. BCE.PR.M reset to 2.764% in 2016. I recommended against conversion but there was a 17% conversion to the FloatingReset, BCE.PR.N, anyway. In 2021, BCE.PR.M reset to 2.939%.

BCE.PR.N is a FloatingReset, Bills+209, that arose through partial conversion from the FixedReset, BCE.PR.M, in 2016.

The Toronto-Dominion Bank has announced:

that it will exercise its right to redeem all of its 28,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares, Series 12 (Non-Viability Contingent Capital) (the “Series 12 Shares”) on April 30, 2021 at the price of $25.00 per Series 12 Share for an aggregate total of approximately $700 million.

On February 25, 2021, TD announced that dividends of $0.34375 per Series 12 Share had been declared. These will be the final dividends on the Series 12 Shares, and will be paid in the usual manner on April 30, 2021 to shareholders of record on April 9, 2021, as previously announced. After April 30, 2021, the Series 12 Shares will cease to be entitled to dividends and the only remaining rights of holders of such shares will be to receive payment of the redemption amount.

Beneficial holders who are not directly the registered holder of Series 12 Shares should contact the financial institution, broker or other intermediary through which they hold these shares to confirm how they will receive their redemption proceeds. Inquiries should be directed to our Registrar and Transfer Agent, AST Trust Company (Canada), at 1-800-387-0825 (or in Toronto 416-682-3860).

TD.PF.G is a FixedReset, 5.50%+466, NVCC-compliant issue that commenced trading 2016-1-14 after being announced 2016-1-5.

Thanks to Assiduous Reader CanSiamCyp for ensuring I did not miss this!

RF Capital Group Inc. has announced:

that after having taken into account all election notices received by the March 16, 2021 conversion deadline in respect of the Cumulative 5-Year Rate Reset Preferred Shares, Series B (the Series B Shares) and Cumulative Floating Rate Preferred Shares, Series C (the Series C Shares), if the Company were to give effect to such notices there would be only 905,752 Series C Shares outstanding after the conversation date of March 31, 2021 (the Conversion Date).

The terms of the Series B Shares provide that if, after giving effect to all election notices at the close of business on March 16, 2021, there would be outstanding less than 1 million Series C Shares after the Conversion Date, then no holders of Series B Shares are permitted to convert their Series B Shares into Series C Shares. Accordingly, the holders of the Series B Shares are not entitled to convert their shares.

The terms of the Series C Shares provide that if, after giving effect to all election notices at the close of business on March 16, 2021, there would remain outstanding less than 1 million Series C Shares after the Conversion Date, then all remaining outstanding Series C Shares will automatically convert into Series B Shares, on a one-for-one basis, on the Conversion Date. Accordingly, on March 31, 2021, all Series C Shares will automatically convert to Series B Shares on the basis of one Series B Share for each Series C Share.

Effective as of the Conversion Date there will be 4.6 million Series B Shares listed on the Toronto Stock Exchange under the symbol RCG.PR.B.

RCG.PR.B was issued as GMP.PR.B, a FixedReset 5.50%+289, which commenced trading 2011-2-22 after being announced 2011-2-1. The notice of extension was reported on PrefBlog. The issue reset at 3.611% in 2016; there was a 22% conversion to GMP.PR.C. It is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns. The ticker was changed from GMP.PR.B to RCG.PR.B in 2020, following a name change. The issue reset to 3.73% in 2021.

RCG.PR.C is a FloatingReset, Bills+289, that came into existence via a 22% conversion from GMP.PR.B in 2016. The ticker was changed from GMP.PR.C to RCG.PR.C in 2020, following a name change.

TransAlta Corporation has announced (on March 18):

that (i) 1,417,338 of its 10,175,380 currently outstanding Cumulative Redeemable Rate Reset First Preferred Shares, Series A (“Series A Shares”) will be converted on March 31, 2021, on a one-for-one basis, into Cumulative Redeemable Floating Rate First Preferred Shares, Series B (“Series B Shares”), and (ii) 871,871 of its 1,824,620 currently outstanding Series B Shares will be converted on March 31, 2021, on a one-for-one basis, into Series A Shares. As a result, on March 31, 2021, the Company will have 9,629,913 Series A Shares issued and outstanding and 2,370,087 Series B Shares issued and outstanding.

The Series A Shares and Series B Shares are currently listed on the Toronto Stock Exchange under the symbols TA.PR.D and TA.PR.E, respectively.

TA.PR.D was issued as a FixedReset, 4.60%+203, that commenced trading 2010-12-10 after being announced 2010-12-2. In 2016, it reset to 2.709%. I recommended against conversion, but there was a 15% conversion to the FloatingReset, TA.PR.E, anyway. The issue reset to 2.877% in 2021.

TA.PR.E is a FloatingReset, Bills+203, that arose via a partial conversion from the FixedReset, TA.PR.D.

Partners Value Split Corp. has announced (on March 15):

its intention to redeem all 7,990,000 of its Class AA Preferred Shares, Series 6 (“Preferred Shares, Series 6”) for cash on March 31, 2021 (the “Redemption Date”) in accordance with the terms of the Preferred Shares, Series 6.

The redemption price per Preferred Shares, Series 6 will be equal to C$25.25 plus accrued and unpaid dividends of C$0.09272 per share to March 30, 2021 representing a total redemption price of C$25.34272 per share (the “Redemption Price”).

Notice will be delivered to holders of the Preferred Shares, Series 6 in accordance with the terms of the Preferred Shares, Series 6.

From and after the Redemption Date, the Preferred Shares, Series 6 will cease to be entitled to dividends or any other participation in any distribution of the assets of the Company and the holders thereof shall not be entitled to exercise any of their other rights as shareholders in respect thereof except to receive the Redemption Price (less any tax required to be deducted and withheld by the Company). After the redemption of the Preferred Shares, Series 6, the Company will consolidate the existing capital shares held by Partners Value Investments Inc. so that there are an equal number of preferred shares and capital shares outstanding.

Given that the directors and officers of PVS:

• Frank N.C. Lochan
• James L.R. Kelly
• Ralph J. Zarboni
• Brian D. Lawson
• Leslie Yuen
• Bryan Sinclair
• Loretta M. Corso

continue to be a useless pack of bozos, this information is not yet available on the company website.

The intent to redeem this issue was announced in September, 2020; the issue commenced trading in July 2014 as BNA.PR.F, a SplitShare, 4.50%, with 7-year term announced 2014-6-16 but the ticker symbol was changed in July 2014.

Note that the $0.25 redemption premium is taxable as a dividend. Some investors may wish to sell on the market prior to the redemption so that the market premium (probably a few pennies less than $0.25) is taxed as a capital gain, which may be offset be capital losses on other trades.
Update, 2021-3-22 The press release finally made its appearance on the company website.