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Press release from Marketwire

Enbridge Income Fund Holdings Announces Closing of Subscription Receipt Offering

Thursday, September 29, 2011

Enbridge Income Fund Holdings Announces Closing of Subscription Receipt Offering08:30 EDT Thursday, September 29, 2011CALGARY, ALBERTA--(Marketwire - Sept. 29, 2011) -NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRE SERVICESEnbridge Income Fund Holdings Inc. (the "Company") (TSX:ENF) is pleased to announce the completion of its previously announced bought deal subscription receipt financing. The Company, through a syndicate of underwriters led by RBC Capital Markets, Scotia Capital Inc. and TD Securities Inc. and including CIBC World Markets Inc., BMO Capital Markets, HSBC Securities (Canada) Inc., National Bank Financial Inc., Canaccord Genuity Corp., and FirstEnergy Capital Corp. (collectively, the "Underwriters") issued a total of 11,707,000 subscription receipts ("Subscription Receipts") at a price of $18.75 per Subscription Receipt for gross proceeds of $219.5 million.Each holder of a Subscription Receipt will automatically receive one common share of the Company ("Common Share") immediately prior to closing of the previously announced acquisition of interests in three renewable energy assets by indirect wholly-owned subsidiaries of Enbridge Income Fund (the "Fund") from direct and indirect wholly-owned subsidiaries of Enbridge Inc. for approximately $1.23 billion (the "Transaction") without further action or additional consideration on the part of the holder. 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 the date of issuance of the Subscription Receipts and up to the date of the issuance of the Common Shares pursuant to the Subscription Receipts.Closing of the Transaction is subject to a number of conditions, including approval by a majority of shareholders of the Company (excluding Enbridge and its affiliates) at the special meeting to be held on October 17, 2011. If the requisite approval is obtained, it is expected that closing of the Transaction will occur as soon as practicable thereafter. Concurrent with the issuance of the Common Shares to holders of Subscription Receipts, the Company will issue an aggregate of 2,909,000 Common Shares to Enbridge Inc. ("Enbridge Private Placement") on a private placement basis at a price of $18.75 per share for gross proceeds of $54.5 million.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) until the earlier of the closing of the Transaction and December 31, 2011 (the "Termination Date"). The Company will use the gross proceeds to subscribe for units of the Fund and the Fund will in turn use such proceeds to complete the Transaction. If closing of the Transaction does not occur on or before the Termination Date, or is terminated at any earlier time, holders of Subscription Receipts will receive the full purchase price of the Subscription Receipts together with their pro rata portion of interest earned thereon.In connection with the sale of the Subscription Receipts, the Company agreed to pay the Underwriters a fee equal to 4% of the gross proceeds, with 50% 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 Enbridge Private Placement.The Subscription Receipts will be listed for trading on the TSX under the symbol "ENF.R". The Common Shares are listed on the TSX and trade under the symbol "ENF".ABOUT ENBRIDGE INCOME FUND HOLDINGS INC.Enbridge Income Fund Holdings Inc. (the "Company") is a publicly traded corporation. The Company, through its investment in Enbridge Income Fund (the "Fund"), holds high quality energy infrastructure assets. The Fund's assets include a 50% interest in the Canadian segment of the Alliance Pipeline, a 100% interest in the various pipelines comprising the Saskatchewan System, a 50% interest in each of NRGreen Limited Partnership and the Sunbridge wind project as well as a 33% interest in each of the Magrath and Chin Chute wind projects. Information about Enbridge Income Fund Holdings Inc. is available on the Company's website at www.enbridgeincomefund.com.Certain information provided in this news release constitute forward-looking statements. 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 pertaining to operating performance, regulatory parameters, weather, economic conditions and commodity prices. 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.NON-GAAP MEASURESThis News Release contains references to the expected EBITDA to be generated by the renewable energy assets. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Management believes that EBITDA is a useful supplemental measure as it provides an indication of the renewable energy assets' operating results prior to consideration of how those activities may be financed or how the results may be taxed. This measure has been described in this document to provide shareholders and potential investors with additional information regarding the expected contribution of the renewable energy assets to the Fund's operating results. EBITDA is not a measure that has standardized meaning prescribed by Canadian Generally Accepted Accounting Principles (GAAP) and is not considered a GAAP measure. Therefore, this measure may not be comparable with similar measures presented by other issuers.FOR FURTHER INFORMATION PLEASE CONTACT: Jennifer VareyEnbridge Income Fund Holdings Inc.Media(888) 992-0997 / (403) 508-6563jennifer.varey@enbridge.comORTeri MajerEnbridge Income Fund Holdings Inc.Investment Community(403) 508-3185teri.majer@enbridge.comwww.enbridgeincomefund.com