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

CALGARY, ALBERTA--(Marketwired - Nov. 29, 2017) -

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, RBC Capital Markets and TD Securities Inc., for the purchase and distribution to the public of 17,986,000 common shares ("Common Shares") at a price of $27.80 per Common Share (the "Offering Price") for gross proceeds of $500,010,800 (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 2,697,900 Common Shares at the Offering Price. Closing of the Offering is expected on or about December 7, 2017.

Enbridge Inc. ("Enbridge") (TSX:ENB)(NYSE:ENB) has agreed to concurrently subscribe for 4,468,432 Common Shares (5,138,697 Common Shares assuming the over-allotment option is exercised in full) 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 will be used to repay short-term indebtedness incurred to fund the secured growth capital programs of Enbridge Pipelines (Athabasca) Inc. and Enbridge Pipelines Inc.

Following closing of the Offering, the Company will hold 70.1 percent of the issued and outstanding Fund Units and the Company's economic interest in the Fund and its investments will increase from 19.2 percent to 21.5 percent, exclusive of any Fund Units acquired in connection with any exercise 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 15, 2015. Closing of the Offering is subject to certain conditions, including receipt of the approval of the Toronto Stock Exchange.

The Company also announced today in a separate news release its 2018 guidance and long term financial outlook, including the extension of its 10 percent annual dividend growth guidance by an additional year to 2020.

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 information has been included in this news release relating to the 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, and the Fund's direct and indirect investments and joint ventures (collectively, the Fund Group), including management's assessment of future plans and operations of the Company and the Fund Group. This information may not be appropriate for other purposes. Forward looking information or statements included in this news release include, but are not limited to, statements with respect to the following: expectations regarding, and anticipated impact of, the Offering; Enbridge's subscription for additional Common Shares; use of proceeds of the Offering; and dividend growth. Although the Company and the Fund Group believe 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, risks and uncertainties include but are not limited to the following: timing and completion of the Offering and Enbridge's subscription for additional Common Shares; future dividends; financial strength and flexibility; debt and equity market conditions; project construction and completion; operating performance; regulatory parameters; economic and competitive conditions; exchange, inflation and interest rates; changes in tax law and tax rates; supply of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; and commodity prices. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL 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 Group's services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which the Company and the Fund Group operate and may impact levels of demand for the Fund Group'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, particularly with respect to dividends or distributions.

Further discussion of the risks and uncertainties facing the Company and the Fund Group can be found in their filings with Canadian securities regulators. Except to the extent required by applicable law, the Company and the Fund Group 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 or the Fund Group or persons acting on the Company's or the Fund Group's behalf, are expressly qualified in their entirety by these cautionary statements.

ABOUT ENBRIDGE INCOME FUND HOLDINGS INC.

Enbridge Income Fund Holdings Inc., through its investment in the 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 United States segment of the Southern Lights Pipeline, a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the United States, and interests in more than 1,400 megawatts of renewable and alternative power generation assets. Enbridge Income Fund Holdings Inc. is a publicly traded corporation on the Toronto Stock Exchange under the symbol ENF; information about the Company is available on the Company's website at www.enbridgeincomefund.com.