Enbridge Income Fund Enters Into $1.76 Billion Transaction With Enbridge Inc. for Natural Gas and Diluent Pipeline Interests - Seite 3

Financing of the Transaction by the Company

The Company will finance its subscription for Fund trust units through the issuance of $337 million of Subscription Receipts pursuant to a public offering and the issuance of $84 million of Common Shares to Enbridge on a private placement basis, which will enable Enbridge to maintain its 19.9 percent interest in the Company. The 2,760,000 Common Shares will be issued to Enbridge immediately prior to the closing of the Transaction at a price of $30.35 per Common Share.

Pursuant to a bought deal letter with Scotiabank, RBC Capital Markets and TD Securities Inc. on behalf of a syndicate of underwriters, the Company has agreed to sell an aggregate of 11,100,000 Subscription Receipts to Scotiabank, RBC Capital Markets and TD Securities Inc. on a bought deal basis at a price of $30.35 per Subscription Receipt for gross proceeds of $337 million (the "Offering").

If the Transaction proceeds and upon satisfaction of certain escrow release conditions, immediately prior to closing of the Transaction, each holder of Subscription Receipts will automatically receive one Common Share for each Subscription Receipt held, without further action or additional consideration on the part of the holder together with an amount equal to any dividends paid to holders of the Common Shares pursuant to a record date occurring on or after the date of the closing of the Offering and the day immediately prior to the closing of the Transaction, net of any applicable withholding taxes. Any dividend declared but not yet paid on the day prior to closing of the Transaction will be paid to such Subscription Receipt holders at the time of the payment of such dividend to shareholders of the Company.

The proceeds from the sale of 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 January 31, 2015 (the "Termination Date"). If the closing of the Transaction does not occur on or before the Termination Date, or is terminated at any earlier time, the Subscription Receipts will be terminated and cancelled, and the full purchase price of the Subscription Receipts will be returned to holders of Subscription Receipts, together with their pro rata portion of any interest earned on thereon.