Pembina Pipeline Income Fund Announces Bought Deal Financing



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/
    

    CALGARY, April 29 /CNW/ - Pembina Pipeline Income Fund ("Pembina" or the
"Fund") (TSX: PIF.UN, PIF.DB.B), is pleased to announce that it has entered
into an agreement with a syndicate of underwriters under which the
underwriters have agreed to purchase from the Fund and sell to the public
11,540,000 Trust Units at a purchase price of $13.00 per Trust Unit, for gross
proceeds of approximately $150 million. The Fund has also granted an option to
the underwriters to purchase up to an additional 1,154,000 Trust Units (equal
to 10% of the number of Trust Units sold pursuant to the offering) at a price
of $13.00 per Trust Unit, exercisable for a period of 30 days from the closing
of the offering for additional gross proceeds of up to $15,002,000. Closing of
the offering is expected to occur on May 20, 2009 and is subject to customary
conditions and regulatory approvals, including the approval of the TSX.
Purchasers under this offering will be entitled to participate in the Fund's
monthly cash distribution in June 2009, expected to have a record date of May
31, 2009 and a payment date of June 15, 2009. The Trust Units will be offered
pursuant to a short form prospectus filed by the Fund in each of the provinces
of Canada.
    The Fund intends to use the net proceeds from the offering of Trust Units
together with borrowings under Pembina Pipeline Corporation's new term credit
facility to complete the previously announced acquisition of the Cutbank
Complex. If the acquisition of the Cutbank Complex does not proceed, the new
term credit facility will not be drawn and the net proceeds of the issue of
Trust Units will instead be used initially to repay existing bank debt.
Pembina anticipates that such existing credit facilities would be drawn upon
during fiscal 2009 to fund the ongoing planning, construction, operations and
cost of pipelines, including in relation to the Nipisi and Mitsue pipelines,
facilities and other energy infrastructure.
    The Fund is among the leading issuers in the Canadian energy
infrastructure trust sector. Pembina's extensive network of conventional
liquids feeder pipelines, growing presence in the oil sands, heavy oil and
midstream sectors, provide an integral service to the western Canadian energy
industry. This balanced portfolio of premium, long-life energy infrastructure
assets supports the stability and sustainability of the Fund.

    This news release does not constitute an offer to sell securities, nor is
it a solicitation of an offer to buy securities, in any jurisdiction. All
sales will be made through registered securities dealers in jurisdictions
where the offering has been qualified for distribution. The Trust Units
offered will not be or have not been registered under the United States
Securities Act of 1933 as amended, (the "Securities Act") and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.

    Forward-Looking Information and Statements

    This document contains certain forward-looking information and statements
that are based on the Fund's current expectations, estimates, projections and
assumptions in light of its experience and its perception of historical
trends. In particular, this document contains forward-looking information and
statements regarding: (i) the offering of Trust Units of the Fund, (ii) the
projected closing date of the offering of Trust Units; (iii) the use of
proceeds of the offering of Trust Units in the event the acquisition of the
Cutbank Complex is not competed; (iv) the expected record and payment dates
with respect to the Fund's monthly cash distribution; and (v) future capital
expenditures and projects. In some cases, forward-looking information and
statements can be identified by terminology such as "may", "will", "should",
"expects", "projects", "plans", "anticipates", "contemplates", "targets",
"believes", "strives", "estimates", "continue", "designed", "objective",
"maintain", "schedule", "endeavor", "subject", "development, "confidence" and
similar expressions.
    The forward-looking statements are not guarantees of future performance
and are subject to a number of known and unknown risks and uncertainties,
including, but not limited to: non-performance of agreements in accordance
with their terms; the impact of competitive entities and pricing; reliance on
key industry partners, alliances and agreements; the strength and operations
of the oil and natural gas production industry and related commodity prices;
the continuation or completion of third party projects; regulatory environment
and inability to obtain required regulatory approvals; tax laws and treatment;
fluctuations in operating results; the ability of Pembina to raise sufficient
capital to complete future projects and satisfy future commitments;
construction delays; labour and material shortages; the ability of Pembina to
satisfy certain conditions to funding under the committed credit facilities in
connection with the Cutbank Complex acquisition; and certain other risks
detailed from time to time in the Fund's public disclosure documents. The Fund
believes the expectations and material factors and assumptions reflected in
these forward-looking statements are reasonable as of the date hereof, but no
assurance can be given that these expectations, factors and assumptions will
prove to be correct. Undue reliance should not be placed on these
forward-looking statements as both known and unknown risks and uncertainties,
including those business risks stated above, may cause actual performance and
financial results in future periods to differ materially from any projections
of future performance or results expressed or implied by such forward-looking
statements. Accordingly, readers are cautioned that events or circumstances
could cause results to differ materially from those predicted, forecasted or
projected. Such forward-looking statements are expressly qualified by the
above statements. The Fund does not undertake any obligation to publicly
update or revise any forward-looking statements or information contained
herein, except as required by applicable laws.

    %SEDAR: 00008906E




For further information:

For further information: Glenys Hermanutz, Vice President, Corporate
Affairs, Pembina Pipeline Corporation, (403) 231-7500, 1-888-428-3222, e-mail:
investor-relations@pembina.com


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