Enbridge Inc. Closes Secondary Offering of Enbridge Income Fund Holdings Inc. Shares; Over-Allotment Option Fully Exercised for Gross Proceeds of Approximately $0.6 Billion

April 18, 2017

CALGARY, ALBERTA--(Marketwired - April 18, 2017) -


Enbridge Inc. (TSX:ENB) (NYSE:ENB) (Enbridge or the Company) and Enbridge Income Fund Holdings Inc. (TSX:ENF) (EIFH) today announced the closing of the previously announced secondary offering (the Secondary Offering) of EIFH common shares (Common Shares) through a syndicate of underwriters (the Underwriters) led by BMO Capital Markets, CIBC Capital Markets and Scotiabank. Under the Secondary Offering, 17,347,750 Common Shares of EIFH were sold to the public, including 2,262,750 Common Shares sold in connection with the full exercise of the Underwriters' over-allotment option, at a price of $33.15 per Common Share, for gross proceeds to Enbridge of $575,077,913.

Immediately prior to the closing of the Secondary Offering, Enbridge exchanged 21,657,617 ordinary units (Fund Units) of Enbridge Income Fund (the Fund) for an equivalent amount of Common Shares (the Exchange). In order to maintain its 19.9 percent interest in EIFH, Enbridge retained 4,309,867 Common Shares issued pursuant to the Exchange and sold the balance under the Secondary Offering. EIFH did not receive any proceeds from the Secondary Offering and Enbridge will pay all expenses and fees associated with the Secondary Offering. The proceeds of the Secondary Offering will initially be used by Enbridge to pay down short-term debt, pending reinvestment by Enbridge in its growing portfolio of secured projects. With the completion of the Secondary Offering, Enbridge's economic interest in the Fund Group (made up of the Fund, Enbridge Commercial Trust and Enbridge Income Partners LP) has been reduced from 86.9 percent to 84.6 percent.

Immediately prior to the Exchange, Enbridge held 94,150,000 Fund Units directly and indirectly, representing 43.1 percent of the issued and outstanding Fund Units. Following the Exchange, Enbridge holds 72,492,383 Fund Units directly and indirectly, representing approximately 33 percent of the issued and outstanding Fund Units.

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 Statements Regarding Enbridge Inc.

Certain information provided in this news release constitutes forward-looking statements. The words "anticipate", "expect", "project", "estimate", "forecast" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements contained in this news release include, but are not limited to, statements with respect to the Secondary Offering, including the, the use of proceeds. Although the Company and EIFH believe that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of assumptions, risks and uncertainties pertaining, but not limited to, financial strength and flexibility; debt and equity market conditions; project construction and completion; in-service dates; operating performance; regulatory parameters; weather; economic and competitive conditions; exchange rates, inflation and interest rates; changes in tax law and tax rates; counterparty risk; and supply of and demand for commodities and commodity prices. A further discussion of the risks and uncertainties facing the Company and EIFH can be found in the Company's filings with Canadian and United States securities regulators and EIFH's filings with Canadian securities regulators. While the Company and EIFH make 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 may vary significantly from those expected. Except as may be required by applicable securities laws, the Company and EIFH assume 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.

About Enbridge Inc.

Enbridge Inc. is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.8 million barrels of crude oil each day through its Mainline and Express Pipeline, and accounts for nearly 68% of U.S.-bound Canadian crude oil production, and moves approximately 20% of all natural gas consumed in the U.S. serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.5 million retail customers in Ontario, Quebec, New Brunswick and New York State. Enbridge also has a growing involvement in electricity infrastructure with interests in more than 2,500 MW of net renewable generating capacity, and an expanding offshore wind portfolio in Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past eight years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.

Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.


Enbridge Income Fund Holdings Inc. is a publicly traded corporation. EIFH, through its investment in Enbridge Income Fund indirectly holds high quality, low- risk energy infrastructure assets. Enbridge Income 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 EIFH's website at www.enbridgeincomefund.com.

Enbridge Inc. will file early warning reports in connection with the Exchange and the Secondary Offering on the SEDAR profiles of EIFH and the Fund at www.sedar.com. To obtain a copy of the early warning report, please visit SEDAR at www.sedar.com or please contact:

Enbridge Inc.:
Jonathan Gould
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com

The head office of Enbridge is located at Suite 200, 425 - 1st Street S.W., Calgary, Alberta, T2P 3L8. Enbridge is a corporation existing under the laws of Canada.

The head office of each of EIFH and the Fund is located at Suite 200, 425 - 1st Street S.W., Calgary, Alberta, T2P 3L8.


For more information please contact:

Suzanne Wilton
(403) 231-7385 or Toll Free: (888) 992-0997

Investment Community
Enbridge Inc:
Jonathan Gould
Toll Free: (800) 481-2804

Enbridge Income Fund Holdings Inc.
Adam McKnight
(403) 266-7922 or Toll free: (800) 481-2804