Enbridge Income Fund Holdings Inc.

Enbridge Income Fund Holdings Inc.

October 10, 2014 08:58 ET

Enbridge Income Fund Holdings Inc. Announces Closing of Subscription Receipt Offering

CALGARY, ALBERTA--(Marketwired - Oct. 10, 2014) -


Enbridge Income Fund Holdings Inc. (the Company) (TSX:ENF) announces the completion of its previously announced bought deal subscription receipt financing. The Company, through a syndicate of underwriters comprised of Scotia Capital Inc., RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Desjardins Securities Inc., Canaccord Genuity Corp., FirstEnergy Capital Corp. and Peters & Co. Limited, issued a total of 11,100,000 subscription receipts (Subscription Receipts) at a price of $30.35 per Subscription Receipt for gross proceeds of $336,885,000.

Each holder of a Subscription Receipt will automatically receive, without the payment of any additional consideration and without further action, one common share of the Company (Common Share) for each Subscription Receipt held at the close of business on the business day immediately prior to the closing of the previously announced transaction whereby indirect wholly-owned subsidiaries of Enbridge Income Fund (the Fund) will acquire a 50 percent interest in the U.S. segment of the Alliance Pipeline and subscribe for and purchase Class A Units which will provide a defined cash flow stream from the Southern Lights Pipeline, for the aggregate amount of $1.76 billion (the Transaction). 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 10, 2014 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) pending completion of the Transaction. If closing of the Transaction does not occur by 2:00 p.m. (Mountain time) on January 31, 2015, or if prior to such time the Transaction is terminated, or the Company advises the underwriters or announces to the public that it or any of the other parties to the Transaction do not intend to proceed with the Transaction, 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 customary regulatory approvals and is expected to occur in November 2014. Concurrent with the issuance of the Common Shares to holders of Subscription Receipts, the Company will issue an aggregate of 2,760,000 Common Shares to Enbridge Inc. on a private placement basis at a price of $30.35 per share for gross proceeds of $83,766,000 (the Private Placement). The Company will use the gross proceeds from the sale of the Subscription Receipts and from the Private Placement to subscribe for units of the Fund and the Fund will in turn use such proceeds to complete the Transaction.

In connection with the sale of the Subscription Receipts, the Company agreed to pay the Underwriters a fee equal to 4 percent 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.

The Subscription Receipts will be listed for trading on the Toronto Stock Exchange (TSX) under the symbol ENF.R. The Common Shares are listed on the TSX and trade under the symbol ENF. The TSX has conditionally approved the listing of the Common Shares to be issued pursuant to the Subscription Receipts and the Private Placement.


Enbridge Income Fund Holdings Inc. is a publicly traded corporation. The Company, through its investment in the Fund, holds high quality, low risk energy infrastructure assets. The Fund's assets include interests in more than 500 megawatts of renewable and alternative power generation capacity, a portfolio of liquids transportation and storage businesses and a 50 percent interest in the Canadian segment of the Alliance Pipeline. Information about the Company is available at www.enbridgeincomefund.com.


Certain information provided in this news release constitute forward-looking statements, and in particular, statements regarding the completion of the Transaction and the Private Placement. 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. 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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