I. Overview
1. Assets to be sold : 50% equity stake in Incheon Total Energy Co. held by Korea District Heating Corp.
(the "Seller")
2. Method of sale : Public competitive bidding
II. Sale Process
1. Acceptance of Letters of Intent, etc.
① Period of submission : From 10:00 on Monday, October 18, 2010 to 17:00 on Thursday, October 21,
2010(Seoul Time)
② Place of submission : 5F, Korea District Heating Corp., 186 Bundang-dong, Bundang-gu,
Seongnam-si, Gyeonggi-do, Korea (Tel: 82-31-780-4281/4282)
③ Documents to be submitted: Letter of Intent, Introduction of Bidder, Confidentiality Agreement
2. Procedures following the acceptance of a Letter of Intent
① After the sell-side financial advisor reviews all documents submitted by the potential buyers, the
financial advisor shall arrange for the Confidential Information Memorandum individually.
Please refer to the "Transaction Guideline for the sale f shares in Incheon Total Energy Co." for
details on subsequent schedules.
② Only potential buyers that have submitted a Letter of Intent shall be allowed to participatein the bidding
process. However, a potential buyer who has not submitted a Letter of Intent shall be allowed to
participate in the bidding process if the potential buyer forms a consortium with another potential
buyer that has submitted a Letter of Intent.
III. Others
1. Please refer to the "Transaction Guideline for the sale of shares in Incheon Total Energy Co." on the
Seller’s homepage (www.kdhc.co.kr), Korea on-line procurement system (www.g2b.go.kr) or Korea
District Heating Corporation bidding information of disclosing system for public institution of Korea
(www.alio.go.kr) for additional details related with this transaction.
2. All documents related to this transaction, including the Letter of Intent, shall be submitted in person
within the designated dates at the place of submission (Submission by mail, fax and e-mail shall not
be permitted), and the late submission after the deadline will not be permitted.
3. Accepted all documents may not be cancelled, withdrawn, recalled, exchanged or modified.
4. Request forthe submission of Letters of Intent that corresponds to this sale announcement is not
an inducement of subscription subject to the Financial Investment Services and Capital Market Act,
but an inducement of subscription subject to the Confidential Information Memorandum.
5. The aforementioned schedule and contents are subject to change depending on the circumstances
of the Seller. The Seller expressly reserves the right, at its sole discretion, at any time and in any
respect to terminate the procedures set out in this sale announcementand the selection of
prospective investors to be included in the Short List and Preferred Bidder, among others, are subject
to the sole and absolute discretion of the Seller. Any prospective investor may not express any
objection to the selection of the Seller.
Should you have any questions on this transaction, please contact the Korea District Heating Corp. or Samil PricewaterhouseCoopersrepresentatives listed below.
- Korea District Heating Corp. : Jin Kang (Team Manager), Kyoo-Man Kim (Manager), Soo-Yeon Lee
(Assistant Manager) (82 -31-780-4294/4295)
- Samil PricewaterhouseCoopers : Chang-Ha Park (Partner), Ki-Cheol Cho (Senior Manager), Dae-Kyoo
Shim (Manager) (82-2-709-0247, 82-2-3781-(E-mail: chpark@samil.com, kccho@samil.com, dkshim
@samil.com)
October 8, 2010
Seller : Korea District Heating Corp.
Sell-side Financial Advisor : Samil PricewaterhouseCoopers