Enbridge Income Fund Holdings Board Approves $1.23 Billion Renewable Energy Portfolio Acquisition

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRE SERVICES

Further to the proposal announced on May 4, 2011, Enbridge Income Fund Holdings
Inc. (the "Company") (TSX:ENF) and Enbridge Income Fund (the "Fund") announced
today the board of trustees of Enbridge Commercial Trust ("ECT"), on behalf of
the Fund, approved the acquisition by the Fund of three renewable energy assets
from Enbridge Inc. (TSX:ENB)(NYSE:ENB) ("Enbridge") for approximately $1.23
billion (the "Transaction") and the board of directors of the Company approved
the offering of common equity to finance the Company's related investment in the
Fund. The Company also announced today that it has executed a binding agreement
with a syndicate of investment dealers led by RBC Capital Markets, Scotia
Capital Inc. and TD Securities, Inc. for the sale on a bought deal basis of an
aggregate of 11,707,000 subscription receipts ("Subscription Receipts") at a
price of $18.75 per Subscription Receipt, for gross proceeds of $219.5 million. 


The Company will seek the approval of shareholders (excluding Enbridge and its
affiliates) at a special meeting to be held on October 17, 2011. Subject to
completion of the financing and receipt of regulatory and third party approvals,
if shareholder approval is obtained the Transaction is expected to close shortly
thereafter. 


The Company is a publicly traded corporation that holds high quality energy
infrastructure assets through its investment in the Fund. The renewable energy
assets to be acquired by the Fund consist of 100% interests in the 190-MW
Enbridge Ontario Wind Project, the 99-MW Talbot Wind Project and the 80-MW
Sarnia Solar Project, which is the largest operating photovoltaic solar facility
in the world. The facilities are long-lived with future power sales contracted
under separate long-term power purchase agreements with the Ontario Power
Authority with remaining terms exceeding 17 years. The facilities also have
long-term operating and maintenance contracts mitigating operational risks and
providing operating cost certainty. Enbridge and its affiliates will continue to
manage the renewable energy assets pursuant to a five-year renewable management
and administration agreement. Collectively, the assets to be acquired are
expected to generate within the Fund earnings before interest, taxes,
depreciation and amortization (EBITDA) of $111 million per year on average over
a ten year period. 


Special Committee Recommendation

In May 2011, the Company and the Fund announced receipt of a proposal involving
the indirect acquisition by the Fund of a portfolio of wind and solar power
generation facilities presently indirectly owned and operated by Enbridge. A
joint Special Committee of independent directors of the Company and independent
trustees of ECT on behalf of the Fund was formed to review and evaluate the
proposal with independent technical, legal, tax and financial advisors,
including CIBC World Markets Inc. ("CIBC"), which provided a valuation of the
renewable energy assets and a fairness opinion.  


Based on its evaluation, and reflecting advice from its advisors, the joint
Special Committee negotiated modified terms with Enbridge, recommended approval
of the indirect acquisition of interests in entities that own the renewable
energy assets by the Fund and the related transactions, concluded that the
Transaction is in the best interests of the Fund, ECT and the Company and is
fair to the Company, and recommended that the board of directors of the Company
recommend that shareholders of the Company approve the Transaction. 


Benefits to Shareholders

"These assets are an excellent fit with the Fund," said John Whelen, President,
Enbridge Income Fund Holdings Inc. "They provide immediate scale, diversity and
growth and will significantly expand our green power business, bringing our
interests to 405 MW of generation capacity. The green power business will now be
comparable with each of our existing gas transmission and crude oil
transportation businesses in size and cash flow contribution.


"The transaction is expected to be accretive to the Company's cash flow by
approximately 7.5% per share on a long-term basis, better than estimates
provided when the transaction was originally proposed," said Mr. Whelen.


Special Meeting of Enbridge Income Fund Holdings Inc. Shareholders

The Company will seek the approval of shareholders (excluding Enbridge and its
affiliates) at a special meeting to be held on October 17, 2011. Shareholders of
record on September 16, 2011 will be entitled to attend and vote at the meeting.
Subject to receipt of regulatory and third party approvals, if minority
shareholder approval is obtained at the special meeting, it is anticipated that
the Transaction will close as soon as practicable thereafter. 


To assist shareholders in their assessment of the Transaction, the CIBC
valuation of the renewable energy assets and fairness opinion, which were among
a number of factors taken into consideration by the Special Committee in
recommending approval of the Transaction, will be summarized and published in
the Management Information Circular ("Circular") to be filed publicly and mailed
to shareholders of record in mid to late September 2011.


Shareholders are encouraged to carefully review and consider the Circular. The
Circular, valuation and fairness opinion will be filed on SEDAR at www.sedar.com
prior to the record date for the meeting.


Based on the Special Committee's recommendation, the board of directors of the
Company has unanimously (with directors who are directors and/or officers of
Enbridge abstaining) concluded that the Transaction is in the best interests of
the Company and is fair to the Company, and recommends that shareholders vote in
favour of the resolution approving the Transaction. 


Financing of the Transaction 

The Fund intends to finance the Transaction through a combination of debt and
equity. 


Equity financing is expected to be provided through the issuance of Fund trust
units to the Company and preferred units of ECT to Enbridge. In its May 4th
proposal, Enbridge had committed to acquire its pro rata share of any Fund trust
units issued in connection with this Transaction, but had agreed to waive its
pre-emptive right if the Company wished to take up a larger portion of the
common equity. The Company has elected to acquire all Fund trust units issued in
connection with this Transaction.


Long-term debt is expected to be provided to the Fund by Enbridge as set out in
the table and described below. 




Fund Sources of Financing
----------------------------------------------------------------------------
(millions of Canadian dollars)

Fund trust units (14,616,000 units at $18.75 per unit)                $ 274
Preferred Units of ECT issued to Enbridge (16,051,000 units at
 $18.75 per unit)                                                       301
Long-term debt issued to Enbridge                                       655
----------------------------------------------------------------------------
                                                                      1,230 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



All of the Fund trust units will be issued to the Company at a price of $18.75
per unit. Enbridge will subscribe for 16,051,000 preferred units of ECT at a
price of $18.75 per unit.  Enbridge will also provide the Fund with a $655
million unsecured, subordinated 10-year loan at a fixed interest rate of 6% per
annum. The loan may be prepaid without penalty at any time. 


The Company will finance its $274 million investment in the Fund trust units
through the issuance of $219.5 million of common equity (via subscription
receipt offering) to the public and $54.5 million of common equity to Enbridge,
which will maintain its 19.9% interest in the Company.  The Company will issue
2,909,000 common shares of the Company ("Common Shares") to Enbridge at the same
price as the subscription receipts offered to the public concurrent with the
exchange of such subscription receipts for Common Shares.


Should the transaction be approved by shareholders as contemplated, the
Company's holdings will increase from 72.6% to 80.7% of the issued and
outstanding Fund trust units and, correspondingly, Enbridge's direct holding of
Fund trust units will be reduced from 27.4% to 19.3%.  Enbridge's economic
interest in the Fund as a whole, as represented by its direct ownership of Fund
trust units and preferred units of ECT, as well as its interest held indirectly
through Common Shares of the Company, will be reduced from 72% to 69%.  


Offering of Subscription Receipts

The Company has agreed to sell an aggregate of 11,707,000 Subscription Receipts
at a price of $18.75 per Subscription Receipt to a syndicate of investment
dealers, led by RBC Capital Markets, Scotia Capital Inc. and TD Securities Inc.,
(the "Underwriters") on a bought deal basis for gross proceeds of $219.5 million
(the "Offering").  


Each Subscription Receipt will be automatically exchanged immediately prior to
closing of the Transaction and upon satisfaction of certain escrow release
conditions for one Common Share without any further action or additional
consideration on the part of the holder. In the event that the Transaction
closes prior to the Termination Date (as defined below), holders of Subscription
Receipts at the time of the exchange into Common Shares will be eligible to
receive payments in an amount equal to any dividends paid or payable to holders
of the Common Shares relating to any record date occurring on or after the date
of issuance of the Subscription Receipts and up to the date of the exchange of
Subscription Receipts into Common Shares. Holders of the Subscription Receipts
will receive such payments upon the later of the date of exchange of the
Subscription Receipts into Common Shares and the payment date of the dividends.


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 December 31, 2011 (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 interest earned thereon.


The Subscription Receipts will be offered in all provinces of Canada by means of
a short form prospectus and in the United States to Qualified Institutional
Buyers pursuant to the registration exemptions provided by Rule 144A of the
Securities Act of 1933 and internationally as permitted. Closing of the Offering
is subject to certain conditions, including receipt of the approval of the
Toronto Stock Exchange (the "TSX") and all other necessary regulatory approvals.


This press release shall not constitute an offer to sell, or the solicitation of
an offer to buy, any securities in any jurisdiction. The Subscription Receipts
being offered have not been and will not be registered under the U.S. Securities
Act of 1933 and state securities laws. Accordingly, the Subscription Receipts
may not be offered or sold to U.S. persons except pursuant to applicable
exemptions from registration requirements. Application will be made to list the
Subscription Receipts and the Common Shares issued upon exchange of the
Subscription Receipts on the TSX. 




ASSET PROFILES:

Sarnia Solar Energy Project

Location:                   Sarnia, Ontario
In-service date:            September 2010
Total installed capacity:   80 megawatts
Number/type of panels:      approx. 1.3 million thin film photovoltaic
                            modules (First Solar)
Operator:                   First Solar under contract to Enbridge Inc. 
Customers:                  Ontario Power Authority under a 20-year power 
                            purchase agreement under the Renewable Energy
                            Standard Offer Program
Equivalent homes served(i): 12,800
CO2 savings (tonnes)(ii):   39,000

Ontario Wind Energy Project

Location:                   near Kincardine, Ontario
In-service date:            August 2008; fully completed February 2009
Total installed capacity:   190 megawatts
Number/type of turbines:    115 Vestas V82 turbines
Operator:                   Enbridge Inc. 
Customers:                  Ontario Power Authority under a 20-year power
                            purchase agreement
Equivalent homes served:    60,000
CO2 savings (tonnes):       180,000

Talbot Wind Energy Project

Location:                   near Chatham, Ontario
In-service date:            December 2010
Total installed capacity:   99 megawatts
Number/type of turbines:    43 Siemens 2.3 MW turbines
Operator:                   Siemens under contract to Enbridge Inc. 
Customers:                  Ontario Power Authority under a Renewable
                            Energy Supply (RES) III 20-year power purchase
                            agreement
Equivalent homes served:    33,000
CO2 savings (tonnes):       106,600

(i)  The equivalent number of homes that could be served by the electricity
     generated by the facility operating at maximum capacity. 
(ii) A measure of the average amount of CO2 emissions that would have been
     created by the generation of an equivalent amount of power by a fossil
     fuel plant.



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 MEASURES

This 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.
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