Enbridge Income Fund Holdings Inc.
TSX : ENF

Enbridge Income Fund Holdings Inc.

November 06, 2015 08:40 ET

Enbridge Income Fund Holdings Inc. Announces Closing of Common Share Offering and Concurrent Private Placement for $874 Million

CALGARY, ALBERTA--(Marketwired - Nov. 6, 2015) -

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

Enbridge Income Fund Holdings Inc. (the "Company") (TSX:ENF) today announced the closing of its previously announced public offering of common shares ("Common Shares") of the Company. The Company, through a syndicate of underwriters comprised of TD Securities Inc., Scotiabank, RBC Capital Markets, BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Credit Suisse Securities (Canada), Inc., Desjardins Securities Inc., FirstEnergy Capital Corp., GMP Securities L.P., Peters & Co. Limited, AltaCorp Capital Inc. and Macquarie Capital Markets Canada Ltd., issued a total of 21,475,000 Common Shares at a price of $32.60 per Common Share (the "Offering Price") for gross proceeds of $700,085,000. The underwriters have been granted an over-allotment option, exercisable until December 6, 2015, to acquire up to an additional 3,064,877 Common Shares at the Offering Price.

Concurrent with closing, Enbridge Inc. (TSX:ENB)(NYSE:ENB) subscribed for 5,335,000 Common Shares on a private placement basis at the Offering Price for aggregate proceeds of $173,921,000 to maintain its 19.9% ownership interest in the Company. If the over-allotment option is exercised, Enbridge Inc. is expected to concurrently subscribe for such a number of additional Common Shares at the Offering Price to maintain its 19.9% ownership interest in the Company.

Proceeds from the offering and the private placement will be used by the Company to acquire ordinary units ("Fund Units") of Enbridge Income Fund (the "Fund") at the Offering Price. The Fund will in turn use the proceeds to fund secured capital growth projects associated with the Canadian liquids pipeline assets owned by Enbridge Pipelines Inc. and Enbridge Pipelines (Athabasca) Inc.

As a result of the acquisition of Fund Units with the proceeds of the Offering, the Company now holds 50.8% of the issued and outstanding Fund Units and the Company's economic interest in the Fund and its investments increased from 8.1% to 10.8%. If the over-allotment option is exercised in full, the Company's interest in the Fund is expected to increase to 51.8%.

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.

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, 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 2,306-kilometre Canadian segment of the Mainline System (the largest conduit of oil into the United States), 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 and interests in more than 1,400 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.

FORWARD-LOOKING INFORMATION

Forward-looking statements have been included in this news release relating to the use of proceeds of the Offering, exercise of the over-allotment option by the underwriters and the concurrent private placement by Enbridge Inc. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Forward-looking statements are subject to risks and uncertainties relating to operating performance, regulatory parameters, project approval and support, economic and competitive conditions and capital markets conditions. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and the Company's and the Fund's future course of action depends on management's assessment of all information available at the relevant time. Readers are cautioned that such circumstances are out of the control of the Company and that there is no assurance that such circumstances and the assumptions and forecasts based on such circumstances will not materially change.

Except to the extent required by applicable law, the Company and the Fund assume no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise.

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