The transfer is subject to approval by the public shareholders of Enbridge Income Fund Holdings Inc.  at a meeting to be held December 7, 2012, and to the closing of a $222 million subscription receipt public offering by ENF.

Enbridge will receive cash proceeds from the transaction of $222 million and an additional $582 million in the form of term debt of the Fund, which the Fund is expected to repay to Enbridge through issuance of public term debt.

Enbridge will also subscribe for $305 million of additional Enbridge Commercial Trust (“ECT”) preferred units and $55 million in common shares of ENF on a private placement basis at the same price per security as the subscription receipt offering, maintaining its interest in ENF at 19.9%.

As a result of the transfer, Enbridge’s economic interest in the Fund as a whole, represented by its direct ownership of Fund trust units and ECT preferred units, as well as its 19.9% interest in ENF, will be reduced from 69.2% to 67.8%. The terms of the transfer were negotiated between Enbridge and a committee of independent trustees of Enbridge Commercial Trust on behalf of the Fund.

“We are pleased to be moving forward with this second billion dollar plus drop down to the Enbridge Income Fund, consistent with the sponsored vehicle drop down strategy outlined at our recent Enbridge Day investor conference,” said J. Richard Bird, Executive Vice President, Chief Financial Officer and Corporate Development, Enbridge Inc. “The drop down will enhance the distributable cash flow of the Fund and ENF, benefiting both the public investors in ENF, as well as Enbridge through our 19.9% interest in ENF.

The transaction will provide $800 million of net funding for our large growth capital investment program, including further front end bolstering of our equity base. This funding strategy is modestly accretive to Enbridge’s earnings per share in the near term compared to issuing Enbridge common shares, and more accretive over the medium term.”