Enbridge Inc. 13 G/A 25-01-2007
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 2)
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
Enbridge
Inc.
(Name
of
Issuer)
Common
Shares
(Title
of
Class of Securities)
292
50N 105
(CUSIP
Number)
Paûle
Gaumond
Caisse
de dépôt et placement du Québec
1000
place Jean-Paul-Riopelle, Montreal (Quebec), H2Z 2B3
Tel.:
(514) 847-5477
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31st,
2006
(Date
of
Event which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
]
Rule
13d-1(b)
[
X
]
Rule
13d-1(c)
[
]
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act
(however,
see the Notes).
| 1 |
Name
Of Reporting Persons
|
I.R.S.
Identification nos. of above persons (entities only)
Caisse
de dépôt et placement du Québec
-------------------------------------------------------------------------------------------------------------
| 2 |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[
]
(b)
[
]
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
| 4 |
Citizenship
or Place of Organization
|
Montreal
(Quebec) Canada
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
30,675,166
Common
Shares
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
| 8 |
Shared
Dispositive Power
|
30,675,166
Common Shares
-------------------------------------------------------------------------------------------------------------
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
30,675,166
Common Shares
-------------------------------------------------------------------------------------------------------------
| 10 |
Check
if the Aggregate Amount In Row (9) Excludes Certain
Shares
|
(See
Instructions) [ ]
-------------------------------------------------------------------------------------------------------------
| 11 |
Percent
of Class Represented by Amount in Row (9)
|
8.72%%
-------------------------------------------------------------------------------------------------------------
| 12 |
Type
of Reporting Person (See Instructions)
|
OO
-------------------------------------------------------------------------------------------------------------
Item
1
This
statement on Schedule 13G relates to the Common Shares of Enbridge Inc., a
Canadian corporation.
| (b) |
Address
of Issuer's Principal Executive Offices:
|
The
principal executive offices of Enbridge Inc. are located at 3000 Fifth Avenue
Place, 425-1st
Street
SW, Calgary, Alberta, T2P 3L8, Canada.
Item
2
| (a) |
Name
of person filing: Caisse
de dépôt et placement du Québec ("Caisse"), a legal person without share
capital and a mandatory of the State of the Province of Quebec, created
by
a special act of the Legislature of the Province of
Québec
|
| (b) |
Address
or principal business office or, if none, residence: 1000,
place Jean-Paul-Riopelle, Montréal, Québec, H2Z
2B3
|
| (d) |
Title
of class of securities: Common
Shares
|
| (e) |
CUSIP
No.:
292 50N 105
|
Item
3
Not
applicable.
Item
4 - Ownership
| (a) |
Amount
Beneficially Owned: 30,675,166 Common
Shares
|
| (b) |
Percent
of Class: 8.72%
|
| (c) |
Number
of shares as to which the Reporting Person
has:
|
| (i) |
sole
power to vote or direct the vote:
|
| (ii) |
shared
power to vote or direct the vote: 30,675,166 Common
Shares
|
| (iii) |
sole
power to dispose or to direct the disposition:
|
| (iv) |
shared
power to dispose or to direct the disposition: 30,675,166 Common
Shares
|
Item
5 - Ownership of Five Percent or Less of a Class
If
this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
Item
6 - Ownership of More Than Five Percent on Behalf of Another
Person
Not
applicable.
Item
7 - Identification and Classification of the Subsidiary Which Acquired The
Security Being Reported on By the Parent Holding
Company
This
statement on Schedule 13G is being filed by Caisse de dépôt et placement du
Québec (“Caisse”) and relates to the Common Shares of Enbridge Inc.
(“Enbridge”).
Caisse
beneficially owns a 51.11% interest in the units of Trencap L.P. (Formerly
Capital Infragaz L.P.), a limited partnership created under the Laws of the
Province of Québec, the general partner of which being Capital d’Amérique CDPQ
Inc., a company incorporated pursuant to the Laws of the Province of Quebec
and
a wholly-owned subsidiary of Caisse.
Trencap
L.P. (Formerly Capital Infragaz L.P.) owns a 50.38% interest in the Common
Shares of Noverco Inc., which owns (i) directly 29,856,000 Common Shares of
Enbridge, representing approximately 8 % of the issued and outstanding Common
Shares of Enbridge, and (ii) indirectly through Gaz Métro Inc., a company
incorporated pursuant to the Laws of the Province of Québec and a wholly-owned
subsidiary of Noverco Inc., 3,344,000 Common Shares of Enbridge, representing
approximately 0.95 % of the issued and outstanding Common Shares of Enbridge.
Caisse may be deemed to control Noverco Inc., and therefore indirectly
beneficially own the Enbridge common shares owned by Noverco Inc.
CDPQ,
has
also a direct short position of (2,524,834) Common Shares of Enbridge which
brings its direct and indirect ownership of Enbridge’s Common Shares to
30,675,166 representing
8.72% of the issued and outstanding Common Shares of Enbridge
Item
8 - Identification and Classification of Members of the
Group
Not
applicable.
Item
9 - Notice of Dissolution of Group
Not
applicable.
Item
10 - Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with or
as a
participant in any transaction having that purpose or effect.
After
reasonable inquiry and to the best of the signatory's knowledge and belief,
I
certify that the information set forth in this statement is true, complete
and
correct.
Signature
Date:
January 25, 2007
s/
Paûle
Gaumond
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Signature
Paûle
Gaumond, Legal counsel
Name
/
Title