Inter Pipeline Fund
TSX : IPL.UN

Inter Pipeline Fund

December 03, 2007 08:10 ET

Inter Pipeline Fund Announces $150 Million Offering of Class A Limited Partnership Units

CALGARY, ALBERTA--(Marketwire - Dec. 3, 2007) -

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

Inter Pipeline Fund (Inter Pipeline) (TSX:IPL.UN) announced today that it has entered into an agreement to sell 15,310,000 Class A limited partnership units (Class A Units) at $9.80 per Class A Unit for gross proceeds of $150,038,000. Inter Pipeline has granted the underwriters an over-allotment option (Over-allotment Option), exercisable in whole or in part at any time up to 30 days after closing, to purchase up to an additional 2,296,500 Class A Units at the same offering price. Should the Over-allotment Option be exercised in full, the total gross proceeds of the offering would be $172,543,700.

The offering is being made on a bought deal basis through a syndicate led by CIBC World Markets Inc., as sole bookrunner, co-led by TD Securities Inc., and including BMO Capital Markets, RBC Capital Markets, Scotia Capital Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., and Canaccord Capital Corporation. The offering will be made in all provinces of Canada and is expected to close on December 20, 2007, subject to customary regulatory approvals. Class A Units will not be available for sale to non-residents of Canada.

The net proceeds of the offering will be used to reduce existing bank indebtedness.

The offering of the Class A Units is being made only in Canada by means of a short-form prospectus. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.

Inter Pipeline Fund

Inter Pipeline is a major petroleum transportation, bulk liquid storage and natural gas liquids extraction business based in Calgary, Alberta, Canada. Structured as a publicly traded limited partnership, Inter Pipeline owns and operates energy infrastructure assets in western Canada, the United Kingdom, Germany and Ireland. Additional information about Inter Pipeline can be found at www.interpipelinefund.com.

Inter Pipeline is a member of the S&P/TSX Composite Index. Class A Units trade on the Toronto Stock Exchange under the symbol IPL.UN.

Eligible Investors

Only persons who are residents of Canada, or if partnerships, are Canadian partnerships, in each case for purposes of the Income Tax Act (Canada) are entitled to purchase and own Class A Units and debentures of Inter Pipeline.

Disclaimer

Certain information contained herein may constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements. Such information, although considered reasonable by the General Partner of Inter Pipeline at the time of preparation, may later prove to be incorrect and actual results may differ materially from those anticipated in the statements made. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements often contain terms such as "may", "will", "should", "anticipate", "expects" and similar expressions. Such risks and uncertainties include, but are not limited to, risks associated with operations, such as loss of markets, regulatory matters, environmental risks, industry competition and the ability to access sufficient capital from internal and external sources. You can find a discussion of those risks and uncertainties in Inter Pipeline's securities filings at www.sedar.com. Except to the extent required by applicable securities laws and regulations, Inter Pipeline assumes no obligation to update or revise forward-looking statements made herein or otherwise, whether as a result of new information, future events, or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary note.

All dollar values are expressed in Canadian dollars unless otherwise noted.

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