Coffey : Change in substantial holding

74be3bf9-8831-4232-a4ae-88417eb3d6a3.pdf

THOMSON GEER

LAWYl;;R$

Level 25, 1 O'ConnoU Street

Sydnoy NSW 2000 Australia

GPO Box 3909 Sydnoy NSW 2001

DX 69 Sydnoy

T [phone]

F [phone]

Our ref DRZ:HHJ: 757660

22 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 Manager

Company Announcements Office ASX Limited

Level 4, Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

By fax

Dear Sirs

Off-market takeover offer by Tetra Tech, 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 19 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:

  
  

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  THOMSON GEER 2

  
  

  
  

  
  

  Category	Previous Notice as at 7:00pm (Sydney time) on 18 January 2016		This notice as at 7:00pm (Sydney time) on 21 January 2016
  	Number of Coffey Shares	Percentage of all Coffey Shares•	Number of Coffey Shares	Percentage of all Coffey Shares•
  IAF Acceptances	5,177,470	2.02%	3,189,570	1.25%
  Relevant Interest	239,163,801	93.48%	243.444,502	95.16%
  Total	244,341,271	95.51%	246,634,072	96.40%

  Note: " Rounded to 2 dee/ms/ places. Totals may not add due to rounding.

  
  

  In accordance with the terms of the Institutional Acceptance Facility, Computershare Clearing Pty Limited as the facility operator under the Institutional Acceptance Facility (Facll/ty Operator) holds the IAF Acceptances as acceptance facility col/ectlon 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 Faciltty 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 /AF 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

oC),,..r,J /1 7-....,;

David Zwi

Partner

T [phone]

M 0419 284 143

E [e-mail]

604 paoe 112 15 Julv 2001

Form 604 Corporat1on• Act 2001 Section 671B Notice of change of interests of substantial holder
12 Comp,ny N•mo/Schomo ACNIAIISN 1. Detell1;1, Qf i.ilu tntJpl holi;ter (1) Name ACN/ARSN (If applicable)	C:ottoy lntern,llonal L.lmltoo
	003 835 112
	ietra iec:h, Inc:. (Tetra Tech)
	NIA

Thate was a change In the Interests of the

substantial holder on

The provlous notlc:e was given to the company on

The previous notice was dated

1. Provloua and present voting power

   
   

   21 Januaty 201 s

   
   

   19 January 201 s

   
   

   19 January 2016

   
   

   Class of socurltlos (4)	Previous notice	Present notice
   	Parson's votos Voting power (5)	Person's va1es Voting power (5)
   Fully paid ordinary shares	239,163,801 93.48%	243,444,502 95.16%

   The total number of votes attached to all the voting shares In the company or voting lntorosts In tho sc:homo that the sub:Mantlal holder or an .a.ssoeiale (2) had a relevant Interest (3) In when lasl required, and when now required, to give a substantial hold!ng notice to the company or scheme, are as follows:

   
   

2. Ch1nges In relev1n1ln1eres1s

Oate ol change	Person whose relevant lntorost changod	Na.lure of ohange (6) Acquisition of relevant Interest under s608(1) of tho Corporations Act pursuant 10 acceptance of offata dated 1O November 2015 made under Tetra Toc:h's off-market takeover bid for the ordinary shares In COF on the terms set out hi letra Tech's bidder's statement dated 6 November 2015 (Offers,	Consideration given In relation to ohange (7) A$0.425 per ehare.	Glass and number of securities affected 1,174,360 fully paid ordinary shares	Person's votas. affacted 1,174,360
19 January 2016	Tetra Tech
20 January 2016				233,247 fully paid ordinary share$	233,247
21 January 2016				2,873,094 fully paid ordinaiy shares	2,873,094

Particulars of each change In, or change ln the nature ol, a relevant lntere!:it ol the substantial holder or an associate in voting securities of tho company or scheme, since the substantial holder was last required to give a substantial holding notlca to tha company or s.cheme are as. follows:

4, Pre,ent relevant Interests

anlculars of oach relovant Interest of the substantial holder In voting socurltles after tha change are as lollows:

Holder of rolovant lntetet	Rogletorod holder of eourltlas	Person entltled to bo roglstorod a• hold$'(8)	Nature of ralava.nt Interest (6)	Class. and number ot securities	Person's votes
Totra Tech	Persons to whom the Offar was made who have acceoted the Offer	Tetra Tech	Taken under sB08(1) ol the Corporations Act to have a relevant interest by reason of the contracts formed bv the accoi:itaneo of Offors.	2,444,502 fully paid ordinary shares	243 444 502 • •

1. Changes In association

   The persons who have become associates (2) of, ceased lo be assoclatos of, or have changod tho nature of their association (9) with, the substantial holder hi

   relation to voling lnterestti In the company or tr:cheme are as follows:

   
   

   N&1me ond ACNIARSN (If applicable)	Nature of association
   Nol applicable

   
   

2. Addre1;1see

The addresses of i:ieons naMed In this form are a1;1 folio :

Name
Tetra Tech	3475 ..t Foothill Boulevord, Po,odena, Oallfomla 91107-6024, United States of Amorlca

Signature

print namo Janis B. Salin

capacity

Senior Vlco President, Goneral Counsel & Secreta

sign hero --t},. date 22 January 2016

DIRECTIONS

1. If there are a nUmber of substantial holde with slmllar or related relevant Interests (og. a corporation and Its related corporations, or the manager and trustee of an equity truet), the names could be Included In an annexure to the form. If tho rolovant Interests of a. group of persons are essentially similar, tliey may b9 rof9rrod to throughout tho form 3 a speclflcally namad group If the member'l;ihlp Of each group, with the names and addresses of membors Is clearly set oul In paragraph 6 of the lomi.

   
   

2. See the definition of "associate" In section 9 of the Corporations Act 2001.

   
   

3. See the definition of "relevant lnteresl" In section, 608 and 671 B(7) of the Corporations Act 2001.

   
   

4. The voting sharos of a company constltuto one class unless divided Into separate classes.

   
   

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

   
   

6. Include details of:

7. any relevant agreement or other clrcumstancos bocauso of which the change In relevant Interest occ:urted. If subsection 6718(4) applies, a copy of any document setting out tho torms of any rolevant agreement, and a :statement by the pel'Son giving full and accurate details of any contracl,

   !:iCheme or arr"a.ngement, must accompany thla form, together with a written statement certifying this contract, scheme or arrangement; and

8. any quallflcatlon of tho powor of a person to exercise, control the exercise of, or lnlluence tha exercise of, the voting powers or disposal of the securltlei:: to which the relevant Interest ralates (Indicating c1sar1y the part!cular securities to which the qualificatlon applies).

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

9. Details of Iha consideration must Include any and all benefits, money and other, that any person from whom a relevant Interest was acquired has, or may, bocome entitled to receive In relation to that acquisition. Details must be lncludod ovon If the benefit Is cond!Uonal on the happening ot not of a contingency. Cotalls must be lncludod on any benefit paid on beha.lt of the substantial holder or Its associate In talatlon to tha acquisitions, even If thoy are not paid dlrec!ly to tho parson from whom the relevant Interest was acquired,

10. If the substantial holder Is unable to determine the Identity of the person (eg. If tho relevant Interest arises because of an option) write Munknown'".

    
    

11. Give details, if "'pproptlata, ot the pra$elit association and any change In that association since the last substantial holding notlco.