Enbridge Income Fund Holdings Inc.

Enbridge Income Fund Holdings Inc.

November 14, 2012 08:18 ET

Enbridge Income Fund Holdings Announces Closing of Subscription Receipt Offering; Special Meeting to be held on December 7, 2012

CALGARY, ALBERTA--(Marketwire - Nov. 14, 2012) -


Enbridge Income Fund Holdings Inc. (the "Company") (TSX:ENF) is pleased to announce the completion of its previously announced bought deal subscription receipt financing. The Company, through a syndicate of underwriters co-led by RBC Capital Markets and CIBC World Markets Inc. and including Scotiabank, BMO Capital Markets, TD Securities Inc. and National Bank Financial Inc. issued a total of 9,597,000 subscription receipts ("Subscription Receipts") at a price of $23.15 per Subscription Receipt for gross proceeds of $222,170,550.

Each holder of a Subscription Receipt will automatically receive one common share of the Company ("Common Share") upon closing of the previously announced acquisition of crude oil storage assets in Alberta and renewable power generation assets in Ontario by indirect wholly-owned subsidiaries of Enbridge Income Fund (the "Fund") from Enbridge Inc. and certain of its direct and indirect wholly-owned subsidiaries for $1.164 billion, subject to adjustment (the "Transaction") without further action or additional consideration on the part of the holder. Holders of Subscription Receipts will be eligible to receive an amount equal to any dividends paid to holders of Common Shares pursuant to any dividend record date occurring on or after October 25, 2012 and up to the day prior to the date of the issuance of the Common Shares pursuant to the Subscription Receipts.

The gross proceeds from the sale of the Subscription Receipts will be held by an escrow agent and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the earlier of the closing of the Transaction and February 28, 2013 (the "Termination Date"). The Company will use the gross proceeds to subscribe for units of the Fund and the Fund will in turn use such proceeds to complete the Transaction. If closing of the Transaction does not occur on or before the Termination Date, or is terminated at any earlier time, holders of Subscription Receipts will receive the full purchase price of the Subscription Receipts together with their pro rata portion of interest earned thereon.

Closing of the Transaction is subject to a number of conditions, including approval by a majority of shareholders of the Company (excluding Enbridge and certain of its affiliates which are related parties or joint actors) at a special meeting to be held on December 7, 2012. If the requisite approval is obtained, it is expected that closing of the Transaction will occur as soon as practicable thereafter. Concurrent with the issuance of the Common Shares to holders of Subscription Receipts, the Company will issue an aggregate of 2,385,000 Common Shares to Enbridge on a private placement basis at a price of $23.15 per share for gross proceeds of $55,212,750.

In connection with the sale of the Subscription Receipts, the Company agreed to pay the Underwriters a fee equal to 4% of the gross proceeds, with one-half payable at the closing of the sale of the Subscription Receipts and the balance to be paid upon the issuance of the Common Shares to Subscription Receipt holders. Pursuant to an agreement between the Fund and the Company, the Fund will pay the Company's expenses relating to the sale of the Subscription Receipts and the private placement to Enbridge.

The Subscription Receipts will be listed for trading on the TSX under the symbol "ENF.R". The Common Shares are listed on the TSX and trade under the symbol "ENF".

Special Meeting of Shareholders

The Company will hold a Special Meeting of Shareholders on Friday, December 7, 2012 commencing at 9:00 a.m. MDT (11:00 a.m. EDT) in the TELUS 109 Meeting Room at the Calgary TELUS Convention Centre (North Building), 120 - 9th Avenue SE, Calgary, Alberta, Canada. A live audio webcast will be available the day of the meeting from the Company's website at www.enbridgeincomefund.com


Enbridge Income Fund Holdings Inc. is a publicly traded corporation. The Company, through its investment in Enbridge Income Fund, holds high quality, low risk energy infrastructure assets. The Fund's assets include a 50% interest in the Canadian segment of the Alliance Pipeline, a 100% interest in the various pipelines comprising the Saskatchewan System, and interests in more than 400 megawatts of renewable and alternative power generation capacity. Information about Enbridge Income Fund Holdings Inc. is available on the Company's website at www.enbridgeincomefund.com.

Certain information provided in this news release constitutes forward-looking statements. Forward looking statements are typically identified by words such as "contemplate", "anticipate", "expect", "project", "estimate", "forecast" and similar words suggesting future outcomes or statements regarding an outlook. Although the Company believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements and assumptions are necessarily subject to a variety of risks and uncertainties pertaining to operating performance, regulatory parameters, weather, economic conditions and commodity prices. You can find a discussion of those risks and uncertainties in our Canadian securities filings. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, including with respect to expected earnings and associated per share amounts, or estimated future dividends, may vary significantly from those expected. Readers are cautioned against placing undue reliance on forward-looking statements. Except as may be required by applicable securities laws, the Company assumes no obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

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