Coffey : Off-market takeover

19177f60-4ed7-4f4f-930a-1c8e085b7758.pdf

THOMSON GEER

LAWYER5

Level 25, 1 O'Connell Street Sydney NSW 2000 Australia

GPO Box 3909 Sydney NSW 2001

DX 69 Sydney

T •61 2 8248 5800

F [phone]

Our ref DRZ:HHJ:3757660

18 January 2016

Coffey International Limited cl- Norton Rose Fulbright Level 18, Grosvenor Place 225 George Street

SYDNEY NSW 2000

Attention: Mr. John Elliott

By email

and

The M,mager

Company Announcements Office ASX Limited

Level 4, Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

By fax

Dear Sirs

Off-market takeover offer by Tetr;, T,:,ch, Inc. for Coffey International Limited

ASIC Form 604 and notice of change of interests under Institutional Acceptance Facility

We act for Tetra Tech, Inc. (Tetra Tech) in relation to its off-market takeover offer (Offer) under Chapter 6 of the Corporations Act 2001 (Cth) (Corporations Act) for all the ordinary shares (Coffey Shares) in Coffey International Limited (ACN 003 835 112) (Coffey),

Please find enclosed ASIC Form 604 (Notice of change of interests of substantial holder) from Tetra Tech in accordance with section 6718(1) of the Corporations Act.

We refer to the Institutional acceptance facility established by Tetra Tech on the terms set out in its First Supplementary Bidder's Statement dated 27 November 2015 (Institutional Acceptance Facility).

Since Tetra Tech's ASIC Form 604 and notice of change of interests under Institutional Acceptance Facility dated 7 January 2016 (Previous Notice), the aggregate of:

the number of Coffey Shares in respect of which Tetra Tech has received acceptance Instructions under the Institutional Acceptance Facility (in the form of acceptance forms and/or directions to custodians to accept the Offer) (IAF Acceptances); and

the number of Coffey Shares in which Tetra Tech has a relevant interest (Relevant Interest), has changed as set out In the following table:

www.tgt;'lw,com.au

Sydney I Melbourn(: I Drls.b;:in IAdet lde

ABN 21002 3G7 363

ADVICE I TRANSACTIONS I DISPUTES

Domestic & Cras:i; Border

THOMSON GEER 2

Category	Previous Notice as at 7:00pm (Sydney time) on 6 January 2016		This notice as at 7:00pm (Sydney time) on 15 January 2016
	Number of Coffey Shares	Percentage of all Coffey Shares•	Number of Coffey Shares	Percentage of all Coffey Shares•
IAF Acceptances	58,642,172	22.92%	9,478,786	3,71%
Relevant Interest	155,297,703	60.70%	234,423,524	91.63%
Tot.a.l	213,939,875	83.62%	243,902,310	95.34%

Noto. Rounded to 2 demmal places. Totals may not aclcl clue to rouncllng.

In accordance with the terms of the Institutional Acceptance Facility, Computershare Clearing Ply Limited as the facility operator under the Institutional Acceptance Facility (Faclllty Operator) holds the IAF Acceptances as acceptance facility collection agent, and must deliver:

• the acceptance forms it holds in accordance with the instructions on them; and

the custodian directions it holds to the relevant custodians (directing them to accept the Offer),

immediately after Tetra Tech gives the Facility Operator written notice that it has declared the Offer free from all defeating conditions that have not been fulfilled or waived, or will declare the Offer free from all defeating conditions that have not been fulfilled or waived no later than the time that all lAF Acceptances lodged with the Facility Operator are processed, (Confirmation Notice). IAF Acceptances may be withdrawn at any time before the Facility Operator receives such Confirmation Notice.

A Confirmation Notice was given by Tetra Tech to the Facility Operator on 15 January 2016, As a result, IAF Acceptances may no longer be withdrawn.

Until processed, IAF Acceptances do not constitute formal acceptances of the Offer and accordingly, the Coffey Shares in which Tetra Tech has a Relevant Interest (as set out In the table above and in the ASIC Forms 604 lodged by Tetra Tech) do not Include the Coffey Shares which are the subject of IAF Acceptances.

Yours faithfully THOMSON GEER

c,L).11-'J'.J /1 7...,;

David Zwl Partner

T [phone]

M 0419 284 143

E [e-mail]'l.au

604 oaoe 112 15 July 2001

Form 604 Corporations Act 2001 Section 6718 Notice of change of interests of substantial holder
I2. Company Name/Scheme ACNIAl' 1. Cotollo of oubotontlol holder (11 Namo ACNIARSN (iioppllcoble)	Cortoy lntornatlonal Limited
	003 835 112
	Tetca ech, Inc. ('f'ot,a 'I'och)
	NIA

There was a change In the Interests of the

substantial holder on 15 January 2016 The previous notice was given to the company on 7 January 2016 The previous notice was dated 7 January 2016

2. Provlous and prosont voting power

The total number of votes attached to au the voting sharos In the company or voting lntere5ts In the 5cheme tht the st,Jbstantlal holder or an associate (2) had a relevant Interest (3) In when last req1.1lred, and wheri riow required, io glvo a substantlal holdlng notice to the company or 5Cheme, are as follows:

Class of seculitle• (4)	Previous notice	Prosent notice
	Person's votos Voting power (5)	Pe1Mn'• vot.. Voting power (5)
Fully paid ordinary shores	155,297,703 60.70%	234.423,524 91.63%

3, Changos In rolovant lntorosts

Oate of Chango	Person whose relevant Interest changed	Natureof Consideration change(6) given In relation to change (7)		Class and numbor of securities affected	Person's votes affected
7 January 2016	Acquisition of relevant Interest under,608(1) of the	926,771 fully paid ordlnarv shares	926.771
B January 2016		816,853 fully paid ordi11 n1$heres	616, 853
11 January 2016	Tetra Tech	Corporations Act purouant to acoptanco of offors dated 10 November 2015 made under Tetra Tech's off-market takoovor l;,lc;I for tho ordinary shares In COF on the terms set out In Tetra	A$0.425 per share.	291,593 fully paid ord!n1;11I sh.ateti	291 , 59
12 January 2016				40,782 fully paid ordinarv shares	40,782
13 January 2016				70,766 fully paid ordinary 5hares	70,766
14 January 2016	Tech's blddes statement dated 8 November 2015 (Olfors).	28,572 fully paid ordinary shares	28,572
15 January 2016	77,417,380 fully paid ordlnarv shares	77 417 Jeo ' '
7 Jonuory 2016	Decrease In relevant Interest as a result of withdrowol or acceptances of Offors pursuant	55,396 fully paid or!:llnarv shares	55,396
8 January 2016		9,000 fully paid ordinary shares	9,000
12 January 2016	Tetra rech	to wlthdrawal right referred to in notice gf variation dated 15 Oecember 2015.	NII.	200,000 fully paid ordlnarv shares	200 , 000
14 January 2016				2,500 fully paid	2,500
			ordlnarv shares

Particulars of each change In, or i.;;:hange ln the n-Eltvre of, relevant Interest of tlio substantial holder or an assoi.;;:late 1n voting securities of tlio company or scheme, e,li,ce the substanUal holder was last required to give a substantlal holding notice to tho company or scheme are as follows:

4. Protont rolovant lntorosts

Panlcul.ars of each relevant Interest of the substantial holder ln voting socurltlos after the change are as follows:

Holder of Regl..orod relevant holder of		Person entltted to be registered as holder (8)	Nature ol relovant Interest (6)	Class and number of socurltlos	Person's votes
Interest	securities
Tetra Tech	Persgns to whom the Otte, wa, mado who have acceoted the Offer	Totra Tech	Taken under s608(1) of the Corporations Act to have a relevant lnteres.t by reason of the contracts formed bv tho- .accaotance of Offers.	234,423,524 fully paid ordinary shares	2a4 423 524 ' '

6. Changos In association

'The pars.on who havo become ::i.ssoclates (2) of, ceased to be associates of, or have changed tha natura of their association (9) with, the substantial hOldar In relation to voting Interests In the company or scheme are as follows:

Name ono applicable)	ACNiARSN (If	Nature of association
Not appllcablo

6. Addrossos

The addresse5 of personG nemet;1 In thts form aro as follows:

Name	Address
retra 'I'ech	3475 East Foothill Boulevard, Pasadena, California 91107-6024, United States of America

Signature

print namo Janis B. Salln

capacity

Senior Vice President, Grn ral Counsel & Secreta

olgn hero --6,. date 18 January 2016

DIRECTIONS

(1) If there a,e a nutl'lber of substantial holders with similar or related relevant Interests (eg. a corporation and tis related corporations, or the manager and trustee of an equity trust), the name5 co1.1ld be lncl1.1C1ecl 11'1 an annaxuro to the form. If the relevant Interests o( a group of persons are ossentlally slmllar, they may be referred to throvghout the form as a spoclflcally named group If the member5hip o( each group, with the names and addresses of membel'ii Is. clearly set out In paragraph e of the form.

(2) S•• tho dofinltlon of "associate" In section 9 of the Corporations Act 2001.

1. S•• tho doflnltlon of "relevant Interest" In sections 608 and 671S(7) of tha Corporations Act 2001.

   
   

2. The voting shares of a company constitute one class unless cllvldod Into separate classes.

   
   

3. The person's votes olvloeo by tho lotal voles In the body corporate or scheme multiplied by 100.

   
   

4. Include details of:

5. any relevant agreement or other circumstances. because of which the change In relevant Interest oc1.urred. If 5Ub5eCtlon 671B(4) appllas, a copy of any docurnent setting out the torms of any relevant agreement. and a statement by the person giving full and accurate details of any contract, scheme or arrangoment, must accompany this form, to51ether with a. written :statement cartlfylng this contract, scheme or arrangement: encl

6. any qualificatlon o( the power of a person to exercise, control the exercise of, or Influence the exercise of, the voting powers or dlsposal of the securlllos to which the relevanl Interest relates (lnolcatlng clearly the particular socurltlos to which the qualification applle,).

   
   

   See the definition o( "relevant agreement'' In section 9 of the Corporations Act 2001.

7. Dotalls of the consideration must ln,;.lude any and all benefits, monay and other, that any person from whom a relevant Interest was acqulrod has, or may, become entltled to receive ln relatton to that aCl:[ulsltlon. DoW.lls must be Included even If the benefit Is concllUonal on tho happening or not of a continaency. Oetalls must ba tncludod on any benefit paid on behalf of the s1.1bstantlal holder or Its associate In relation to the acqulsltlon.s, even If they arm not paid directly to the person from whom the relevant Interest was ac:qulrod,

   H.

8. If the substantial holder Is unable to determine the Identity of the person (es. I( the relevant lnterBst arises because of an option) write "unknown1

   
   

9. Give cletalls, If appropr!ato, of the present association and any change In that association since tha last substantial holdlng notice.