IPL Energy Receives Ontario Energy Board Report on Diversification

Business Wire, May 24, 1996

CALGARY, Alberta--(BUSINESS WIRE)--May 24, 1996--IPL ENERGY INC.(TSE, ME: IPL NASDAQ: IPPIF) IPL Energy Inc., Calgary, which owns 85 percent of The Consumers' Gas Company Ltd., announced in January that it was applying to the Ontario government to eliminate the current requirement for maintenance of a 15 percent public float in the common shares of Consumers Gas.

IPL Energy today received a copy of the Ontario Energy Board's Advisory Report on Utility Diversification. In this report to the Minister of Environment and Energy, the OEB concluded that the elimination of the public float of Consumers Gas is acceptable. The application to eliminate the public float still requires the approval of the Ontario Government.

As previously announced, if the Ontario Government approves the application IPL Energy intends to propose a transaction under which the public shareholders of Consumers Gas would have the opportunity to exchange their Consumers Gas common shares for IPL Energy shares plus a cash payment, or to receive full payment for their shares in cash, in each case at a premium to the Consumers Gas closing price on January 26, 1996, the last trading day before IPL Energy's original announcement.

Under the proposed transaction, shareholders who elect cash would receive $21 per share, a premium of $1.50 or 7.7 percent above the closing price on The Toronto Stock Exchange on January 26, 1996 of $19.50 per share. Shareholders who elect to become shareholders of IPL Energy would receive the number of shares of IPL Energy having a value equivalent of $19.50, plus cash of $1.50. Following completion of the transaction, Consumers Gas would be a wholly-owned, indirect subsidiary of IPL Energy.

A formal proposal to Consumers Gas public shareholders will not be made by IPL Energy unless and until the necessary consent is received from the Government of Ontario. The board of directors of Consumers Gas has not considered the specific terms of the transaction which IPL Energy has indicated it intends to propose. A special committee of the independent directors of Consumers will be established to consider the proposal and will retain independent legal and financial advisors to assist in the review.

If the necessary consent is received from the Government of Ontario, and if the special committee recommends the IPL Energy proposal, the transaction will proceed by way of a plan of arrangement which requires approval by a majority of the votes cast by Consumers Gas public shareholders at a special meeting which would be called for that purpose. The arrangement would also be subject to court approval.

IPL Energy Inc. is engaged in the transportation of liquid hydrocarbons and the distribution of natural gas. The crude oil transportation business is conducted through wholly-owned Interprovincial Pipe Line Inc. in Canada and affiliated Lakehead Pipe Line Partners, L.P. in the United States which together operate the world's longest crude oil and liquids pipeline. The natural gas distribution business is conducted through its 85 per cent owned subsidiary, The Consumers' Gas Company Ltd., Toronto. International activities are conducted through wholly-owned IPL International Inc. IPL Energy shares trade on the Toronto and Montreal stock exchanges in Canada under the symbol "IPL" and on the NASDAQ in the United States under "IPPIF". Consumers Gas shares trade on the Toronto and Montreal Stock Exchanges under the symbol "CGT".

CONTACT: IPL Energy Inc.

Frank Ternan, 403/231-3906 (Bus.)

403/231-3920 (Fax)

403/686-3268 (Residence)

Internet: frank_ternan@notes.ipl.ca