Enbridge Income Fund Holdings Inc.
TSX : ENF

Enbridge Income Fund Holdings Inc.

March 27, 2017 16:51 ET

Enbridge Income Fund Holdings Inc. Announces $0.5 Billion Secondary Offering of Common Shares by Enbridge Inc.

CALGARY, ALBERTA--(Marketwired - March 27, 2017) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRE SERVICES

Enbridge Income Fund Holdings Inc. (TSX:ENF) (EIFH or the Company) announced that the Company and Enbridge Inc. (TSX:ENB) (Enbridge), have entered into an agreement with a syndicate of underwriters (the Underwriters) led by BMO Capital Markets, CIBC Capital Markets and Scotiabank, pursuant to which the Underwriters have agreed to purchase, and Enbridge has agreed to sell, on a bought deal basis, 15,085,000 EIFH common shares (the Common Shares) owned by Enbridge at a price of $33.15 per Common Share (the Secondary Offering Price) for distribution to the public for gross proceeds to Enbridge of approximately $0.5 billion (the Secondary Offering). The closing of the Secondary Offering is expected to occur on or about April 18, 2017.

The Underwriters have also been granted an option to purchase up to an additional 2,262,750 Common Shares from Enbridge at the Secondary Offering Price to cover over-allotments, if any. If exercised in full, Enbridge will receive additional gross proceeds of approximately $75 million. The over-allotment option is exercisable, in whole or in part, by the Underwriters at any time up to 30 days after the closing of the Secondary Offering.

The Secondary Offering of EIFH shares is consistent with Enbridge's previously announced strategy to gradually reduce its economic interest in the Fund Group (made up of Enbridge Income Fund, Enbridge Commercial Trust and Enbridge Income Partners LP) to approximately 80 percent over time in conjunction with the execution of the Fund Group's secured growth program. The sale of the South Prairie Region liquids pipeline assets in December 2016 more than satisfied the Fund Group's equity requirements through 2017. The completion of the Secondary Offering will increase the market value of EIFH's public float, and is expected to enhance its trading liquidity and cost of capital over time.

Immediately prior to the closing of the transaction, Enbridge will exchange ordinary units of Enbridge Income Fund for an equivalent amount of common shares in EIFH. In order to retain its 19.9 percent interest in EIFH, Enbridge will retain a portion of these common shares and sell the balance of common shares under the Secondary Offering. EIFH will not receive any proceeds from the Secondary Offering and Enbridge will pay all expenses and fees associated with the Secondary Offering. Enbridge's economic interest in the Fund Group will be reduced from 86.9 percent to 84.9 percent (84.6 percent if the over-allotment option is exercised in full).

The Common Shares will be issued in all of the provinces of Canada by way of a short form prospectus. Closing of the Secondary Offering is subject to certain conditions, including the Company's receipt of regulatory approvals.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the Common Shares in any jurisdiction. The Common Shares offered have not been registered under the United State Securities Act of 1933, as amended, and may not be offered or sold within the United States.

FORWARD-LOOKING INFORMATION

Certain information provided in this news release constitutes forward-looking statements. The words "anticipate", "expect", "project", "estimate", "forecast" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements contained in this news release include, but are not limited to, statements with respect to the Secondary Offering, including the closing date thereof, the increased liquidity for public shareholders of the Company resulting from the Secondary Offering, Enbridge's intention to reduce its economic interest in the Fund Group in conjunction with the execution of Enbridge's secured growth program; the Company's equity capital needs to support its secured growth program and the Company's cost of capital. Although the Company believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of assumptions, risks and uncertainties pertaining, but not limited to, the timing and completion of the Secondary Offering; financial strength and flexibility; debt and equity market conditions; project construction and completion; in-service dates; operating performance; regulatory parameters; weather; economic and competitive conditions; exchange rates, inflation and interest rates; changes in tax law and tax rates; counterparty risk; and supply of and demand for commodities and commodity prices. A further discussion of the risks and uncertainties facing the Company can be found in the Company's filings with Canadian securities regulators. 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 may vary significantly from those expected. 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.

ABOUT ENBRIDGE INCOME FUND HOLDINGS INC.

Enbridge Income Fund Holdings Inc. is a publicly traded corporation. The Company, through its investment in Enbridge Income Fund indirectly holds high quality, low- risk energy infrastructure assets. The Fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the US segment of the Southern Lights Pipeline, a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation assets. Information about Enbridge Income Fund Holdings Inc. is available on the Company's website at www.enbridgeincomefund.com.

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