Coffey : Change in Substantial Holding

51e30dbc-c8fd-411f-813f-28ebc23bf10c.pdf

THOMSON GEER

LAWYERS

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

GPO 8oe 3909 Sydney NSW 2001

DX 69 Sydney

T [phone]

F [phone]

Our ref DRZ:HHJ:3757660

7 January 2016

Coffey International Limited c/- 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 571B(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 504 and notice of change of interests under Institutional Acceptance Facility dated 30 December 2015 (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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  SydnL,y Melbourne I Urlsb.1ne I Adeluide ABN 21442 367 363

  ADVICE I TRANSACTIONS I DISPUTES

  ()t'lr'l'lr.uc. & Cro!i Border

  
  

  Legal/4520g047_1

  Category	Previous Notice as at 7:00pm (Sydney time) on 29 December 2015		This notice as at 7:00pm (Sydney time) on 6 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%	58,642, 172	22.92%
  Relevant Interest	150,392,247	58.79%	155,297,703	60.70%
  Total	209,034,419	81.71%	213,939,875	83.62%

  THOMSON GEER 2

  
  

  
  

  Note: " Roundacl lo 2 doolmal placas. Totals may not aclcl clua 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 (Facility 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 he 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 hat 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.

IAF Acceptances do not, at this stage, 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

David Zwl Partner

T -t-61 2 8248 3414

M 0419 284 143

E [e-mail]

Legal/45209047 _1

Class of securities (4)	revlous notice	Prosent notice
	Per'501'11s votes. Voting power (5)	Per•on'• votes Voting power (5)
Fully paid ordinary sha1••	150,392,247 58.79%	155,297,703 60.70%

604 caoe 112 15 Julv 2001

Form 604 Corporations Act 2001 Section 6716 Notice of change of interests of substantial holder
I2 Company Name/Scheme ACN/ARSN 1, Details of substantial holdor (1) Name ACN/ARSN (If applicable)	Coffey lnternotlenal Limited
	003 835 112
	Totra Toch, Inc. (Tetra Teoh)
	NIA
There was a change ln the Interests of tho substantlill holder on 6 January 2016 The prev!ou5 notice we$ given to the company on 30 December 2015 The previous notice was dated 30 December 2015 Provlous and prosent voting powor Changes In rolovant lntol'Dsts The total number of votes attached to all the voting share5 ln the company or voting Interests In the scheme that the $Ubstantlal holder or an associate (2) had a relevant lnteret (:J) ln when test requlrod, and when now required, to give a substantlal holding notice to the company or 5Cheme, are as follows: Particulars of each chango In, or change In the nature of, a relevant Interest of tho substantial holder or an ae.e.oclata In voting soc:urltles of the company or scheme, since the 5UbstanUal holdor was last required to give a sub5tantlal holding notlc:o to the company or scheme are ai;; 1ollows: 4, Pro:sont rolovant lntorotb Particulars of each relevant Interest o( the substanllal holdor In voting securities after the change are as follows:

Oato of change	Person whose relevant Interest changed	Nature of change (6)	Con•ldaratlon given In rolatlon to change (7)	Class and number of securities affei::ted	Peri;;on's votas affoctod
30 Decombor 2015	--JTotra Tech	Acquisition of relevant Interest unders608(1) of the Corporations Act pursuant to acceptanco of offers dated 1O November 2015 made under h"etra Tech's off-market takeover Id for !ho ordinary shares In COF on the terms set out In Tetra Tech's bidder's statement datod 6 November 2015 (Offer>.	A$0.425 per share.	625,592 fully paid ordinary shares	625,692
4 January 2016 ----- 5 January 2016				796,906 fully paid ordinary 5hares	796,906
				465,800 fully paid ordinary shares	465,800
6 January 201e				3,928,682 fully paid ordinary sharos	3,928,682
4 January 2016	Tetra Toch	Decrease in relevar'lt Interest as a res"lt of withdrawal of acceptances of Offers pursuant to withdrawal tight teferrod to In notice of variation dated 15 Docomber 2015.	NII,	911,524 fully paid ordlnal'Y i::haros	M1.524

Holder or Registered relevant holder of Interest §ecutit11;1s		Person entitled to be reglstored as holdor (8)	Nature of relevant Interest (6)	Class and number of securities	Person's votos
Telra Tech	Persons to whom the Offor wos made who have acceoted the Offer	Tetra Tech	Taken under s603(1) of the Corporatlon1- Act to have a relevant lnt{lrost by reason of the contracts lformed bv the accer:itance of Offers.	155,297,703 fully paid ordinary shores	155•297•703

Legal/45209049_ 1

1. Changes In association

   The persons who have become as50clate5 (2) of, eeas1;1d to be ·assoi:latos of1 or have changed the nature of their association (9) with, tho substantial holder In relation to voting Interests In the company or scheme are as follows:

   
   

   Name and ACN/ARSN (If applicable)	Nature of association
   Not applicable

   
   

2. Addrossos

The addresses of persons named In this form are ae. follows:

Namo	Address
Tetra Tech	:347/;i f;$$t Foothlll 8oulevard 1 !=)asadena, Callfornla 91107-6024, United State5 of America

Signature

print name Janis e. Salin capacity

Senior Vice President, Gener.al Counsel & Secreta

sign horo '";($,. dete 7 Jenuery 201G

DIRCTIONS

1. If there are a number of substantlal holders with slmllar or rolatod ralovant Interests (eg. a corporation and Its related corporatlon5, or the Manager and trustoo of an oqulty trust), the names could be Included In an annexure to the form. If the relevant Interests of a group of parsons aro essentially similar, they may be referred to throughout the form as a speclfically nar'l'led group If the mambershlp of each group, with the names and addresses of members Is clearly set out ln paragraph 6 of the form.

   
   

2. S•• tho doflnltlon of "associate" In section 9 of the Corporotlons Act 2001.

   
   

3. Soo tho doflnltlon of "relevant Interest" In sections 608 and 6718(7) of the Corporations Act 2001.

   
   

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

   
   

5. Tha person's votes divided by the total votes In the body corporote or scheme multiplied by 100.

1. Include dotalis of:

2. any relevant agreement or olher clrcums1ances. becaus.a of which the change In relevant interest occurred. If subsection 6716(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurato details of any contract. scheme or arrangement, mu11t accompany this form, together with a written statamont cortlfylng this contract, scheme or arrangement: and

3. any quallflcatlon of the power of a person to exercise, control the exercise of, or Influence the exercise of, the voting powors or disposal of the securities to which the relevant Interest relates (Indicating cloarly tho particular socurltlos to which the qualification applies).




See the deflnltlon of "relevant agreement" In section e of the Corporation Act 2001.

1. Details of the consideration must Include any and all benefits, money and other, that any person from whom a relevant lnterast was acquired has, or may, bocomo ontltled to receive In relation to that acquisition. Deta!ls must be Included even If the benefit Is eondltlonal on the happening or not of a contingency. Details must be Included on any benefit p.1;1:ld on l)ehalf of the substantial holder or Its associate In relation to the acqulsitlon5, even If they are not paid directly to the porson from whom the relevant Interest was acquired.

2. If the substantial holder is unable to determine the Identity of th• porson (og. If tho relevant Interest orlses because of en option) write "unknown"',

   
   

3. Give dotolis, If appropriate, of the present association end any change In that association since tho last substantial holding notice.




Legal/45209049_ 1