Enbridge Income Fund Holdings Inc. Announces $500 Million Common Share Offering

CALGARY, ALBERTA–(Marketwired – April 11, 2016) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRE SERVICES
Enbridge Income Fund Holdings Inc. (the “Company”) (TSX:ENF) today announced that it has entered into an agreement with a syndicate of underwriters led by Scotiabank, BMO Capital Markets and CIBC Capital Markets for the purchase and distribution to the public of 17,699,000 common shares (“Common Shares”) at a price of $28.25 per Common Share (the “Offering Price”) for gross proceeds of $499,996,750 (the “Offering”).
The underwriters were also granted an over-allotment option, exercisable within 30 days following closing of the Offering, to acquire up to an additional 2,654,850 Common Shares at the Offering Price. Closing of the Offering is expected on or about April 20, 2016.
Enbridge Inc. (“Enbridge”) (TSX:ENB)(NYSE:ENB) has agreed to concurrently subscribe for 5,056,150 Common Shares, assuming the over-allotment option is exercised in full, to be issued at the Offering Price on a private placement basis to maintain its 19.9 percent ownership interest in the Company.
The Company intends to use the proceeds from the sale of the Common Shares to subscribe for additional ordinary units (“Fund Units”) of Enbridge Income Fund (the “Fund”) at the Offering Price. The proceeds from the issuance of the Fund Units are expected to be used to fund the secured growth capital programs of Enbridge Pipelines (Athabasca) Inc. (“EPAI”) and Enbridge Pipelines Inc. (“EPI”).
“This offering will satisfy the Fund’s equity requirements for 2016 and will serve to increase the Company’s ownership of the Fund and its public float,” said Enbridge Income Fund Holdings Inc. President Perry Schuldhaus. “Proceeds will be used to finance the commercially secured growth program being undertaken by our Liquids Pipelines business, further building out what we believe to be the premier crude oil and liquids franchise in North America.”
“As previously announced, we expect the Company to increase its dividend by 10 percent in each of 2017, 2018 and 2019 based on anticipated growth in the Fund Group’s asset base and the performance of its existing assets over this period.”
Following closing, the Company will hold 55.9 percent of the issued and outstanding Fund Units and the Company’s economic interest in the Fund and its investments will increase from 10.8 percent to 12.8 percent, exclusive of any Fund Units acquired with proceeds of the over-allotment option.
The Common Shares will be issued in all of the provinces of Canada by way of a prospectus supplement to the Company’s short-form base shelf prospectus dated December 14, 2015. Closing of the Offering is subject to certain conditions, including prospectus supplement to the Company’s receipt of the approval of the Toronto Stock Exchange.
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

Forward-looking statements have been included in this news release relating to completion of the Offering. Although there are very limited circumstances in which the Offering may not close or that closing will be delayed, readers are cautioned that such circumstances may occur and will generally be out of the control of the Company.

In addition, forward-looking information, or forward-looking statements, have been included in this news release to provide information about the Company and its investee, the Fund, including statements with respect to: expectations regarding, and anticipated impact of, the Offering; use of proceeds of the Offering; near and long term growth of the Fund; dividend expectations; funding requirements of the Fund’s Liquids Pipelines secured growth program and value to shareholders of the Company. Although the Company believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. 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. Material assumptions include assumptions about: impact of the Offering and dividend expectations; expected supply and demand for crude oil, natural gas, natural gas liquids and renewable energy; prices of crude oil, natural gas, natural gas liquids and renewable energy; expected exchange rates; inflation; interest rates; completion of growth projects; availability and price of labour and pipeline construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for the Fund’s projects; anticipated in-service dates; weather; expected earnings/(loss) or adjusted earnings/(loss); expected earnings/(loss) per share; expected future cash flows and expected future Fund cash available for distribution; and estimated future dividends or distributions. Assumptions regarding the expected supply of and demand for crude oil, natural gas, natural gas liquids and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements. These factors are relevant to all forward-looking statements as they may impact current and future levels of demand for the Fund’s services and products. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which the Company and the Fund operate and may impact levels of demand for the Fund’s services and cost of inputs, and are therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty.
The Company’s forward-looking statements and forward-looking statements with respect to the Fund are subject to risks and uncertainties pertaining to the Offering, dividend expectations, operating performance, regulatory parameters, project approval and support, weather, economic and competitive conditions, counterparty risk, changes in tax law and tax rates, exchange rates, interest rates, commodity prices and supply of and demand for commodities, including but not limited to those risks and uncertainties discussed in this news release and in the Company’s and the Fund’s other filings with Canadian securities regulators. 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. 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. All subsequent forward-looking statements, whether written or oral, attributable to the Company, the Fund, or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements.
Readers should be cautioned that there is no assurance that the current market conditions and the assumptions and forecasts based on such market conditions will not materially change.
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.