Enbridge Share Purchase Agreement

Important information for Spectra Canadian Resident Shareholders

It is recommended that all Canadian resident Spectra Energy common stockholders who wish to make an election under Section 85 of the Income Tax Act (Canada) give their immediate attention to this matter.

A Canadian resident Spectra Energy stockholder who disposes of his, her or its Spectra Energy common stock for Enbridge common shares pursuant to the merger will generally realize a capital gain (or capital loss) equal to the amount by which the fair market value of the Enbridge common shares received (and any cash received in lieu of a fractional Enbridge common share) exceeds (or is less than) the adjusted cost base (“ACB”) of the Spectra Energy common stock determined immediately before the disposition and any reasonable costs of disposition.

However, a Canadian Resident Spectra Energy stockholder who disposes of his, her or its Spectra Energy common stock in consideration for Enbridge common shares pursuant to the Canadian exchange offer and files a valid tax election under Section 85 of the Income Tax Act (Canada) and all regulations promulgated thereunder from time to time, which we refer to as the “Canadian Tax Act,” jointly with Enbridge in accordance with the merger agreement and the Canadian Tax Act, may, wholly or partly defer the recognition of any capital gain that might otherwise arise on the disposition, to the extent and subject to the rules and restrictions in the Canadian Tax Act.

Canadian resident Spectra Energy stockholders are urged to consult their own tax advisors with respect to the advisability of making the Section 85 Tax Election, including in connection with, computing the ACB of their Spectra Energy common stock and determining the elected amount.

Procedure for accepting Canadian exchange offer

Complete and sign the Enbridge Share Purchase Agreement (Click to download form)

  • provide in the agreement all required information describing yourself
  • provide the total number of shares of Spectra Energy common stock registered in your name and any other required information describing those shares
  • sign the agreement

Deliver the completed Enbridge Share Purchase Agreement

Two original copies of the completed Enbridge Share Purchase Agreement must be delivered to Enbridge at the following address:

Enbridge Inc.
200, 425 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
Attention: Manager, Income Tax Compliance, Canadian Exchange Offer

Enbridge must receive the completed copies of the Enbridge Share Purchase Agreement on or before the date that is three business days prior to the closing date. Enbridge will mail to you, via first class priority mail, a counter-signed copy of the Enbridge Share Purchase Agreement immediately before the effective time of the merger.