Coffey : Notice of Compulsory Acquisition

3fd5f8ed-3022-4f1f-aeb5-57f1e8bd85a2.pdf THOMSON GEER

LAWYERS

Leval w. 1O'Connell Streat Sydnoy NSW 2000 Auotralla

GPO Box 3909 Sydney NSW 2001

DX 69 SydMy

T •61 2 6246 5600

F [phone]

Our ref DRZ:HHJ:3757660

18 January 2016

The Manager

Company Announcements Office ASX Limited

Level 4, Exchange Centre 20 Bridge Street

SYDNEY NSW 2000

By fax

Dear Sir/Madam

Off-market takeover offer by Tetra Tech, Inc. for Coffey International Limited Notice of compulsory acquisition

We act for Tetra Tech, Inc. (Tetra Tech) in relation to its off-market takeover offer (Offer) under Chapter

6 of the Corporations Aot 2001 (Cth) (Corporations Act) for all the ordinary shares in Coffey International Limited (ACN 003 835 112) (Coffey).

We enclose, by way of service in accordance with section 6618(1)(d) of the Corporations Act, the following documents relating to the compulsory acquisition of Coffey shares In respect of which acceptances of Tetra Tech's Offer have not been received:

1. Tetra Tech's ASIC Form 6021 (Notice of compulsory acquisition following takeover bid); and

   
   

2. sample copy of a covering letter from Tetra Tech to Coffey shareholders dated 18 January 2016, which were lodged with ASIC today and will be despatched to each relevant Coffey shareholder.

Yours faithfully

lHOMSON Gee

P J2 Z

David Zwi Partner

T [phone]

M 0419 284 143

E [e-mail], au

www.tglaw.com.au

Sydney I Melbourne I [lri:.bc1nc IAde ide ABN 21442 3G7 3G3

ADVICE ITRANSACTIONS I DISPUTES

Dom:;ti & Cro:;:; Oordcr

Legol/45209032_ 1

Australian Securities &

Investments Commission

Form 6021

Corporations Act 2001

661B(1)(a)

Notice of compulsor y acquisition following takeover bid

Notice To each holder of:

Description of class of socurltlos to which tho

bid rolatos

!ordinary shares

('Bid Class Securities')

in

Name of large! company er body Name ('Iha Company')

!Colley lnternatlonal Llmlled ACN/ARBN/ARSN

!003 835 112

Tick appllcablo box(os) D

D

and each holder of socurltlos Iha! will or may be converted Into, or confer rights to be Issued, In tho noxt 6 weeks, socurltlos to which the bid related.

Mdeach holder of non-transferable securities lssuod under an employee incentive scheme referred to In paragraph 2.

Namo of blddor

Tick one box

1, Under a takeover bid offers were made by ·

!Tetra Tech, Inc.

In respect of the acquisition of Bid Class Securities In the company. The offers

D closed

[:8'J are schodulod to close

Oa!e offers closed or aro schodulod to closo on

Date

0 [}][!] [Dt [D [TI

ID DJ IM M) [Y YJ

Tick applloablo bo,(os).

(see subsection 661A(4) and (4A))

2. You are, as at the date of fhls notice, the holder of one or more of the following

securities In respecl of whleh the lakeovar olfar was made, but have not accepled the offer. (If you have accepted the offer but have received this notice you do not nood to do anything In response lo !hie notice-­ the ldder wlll acquire your securltlo, undor tho offor.)

Oescrlpllon of securities

D.scrlptlon of socurlllos

Tick ono box

D

D securllies to which the bid related Issued aflor tho ond of the offer period and before lhe dale of lhls nollce socurltlos that will or may be converted Into, or confer rlgh1s 10 be Issued, In tho next 6 wooks, socur!lles lo which tho bid releted

D

aecurllles Issued under an employoo lncontlvo schomo to which restrictions on transfer apply under the

company's eonstltutlon or tho terms of Issue, being

O the following securities In the bid class In which tho bidder has a relevant Interest

3. The bidder gives you notice under subsection GG18(1) of the Corporations Act 2001 ('the Act') that the bidder has become entllled pursuant to subsection

[E:l 661A(1)

D 661A(3)

of the Act to compulsorily aequlro your securities and desires lo acquire !hose securities.

ASIC Form 6021 21 June 2013 Page 1 of 2

Continued ... Notice

Da!e of lodgement

lnst1rt paragraph 4A only whoro altornatlvo forms of consldora.Jon wcro offered under the bid.

Details of allemative term5'

Sot out tho terms that will apply

Tick one box

4, Under secllon 6610 of the Act, you hove the right, by notice In writing given to the blddor within one month ofter !hi; nollce Is lodged with ASIC, to ask the bidder for a written statement of the name, end addresses of everyone ele the

bidder has given this notice to.

m,

This notice was lodged with ASIC on Date

CQ ITJ CDCD ITJ

[D DJ [M MJ [Y VJ

4A, ¥oti are eAiltlea, wf!RIA eae FROAth aHer b,i,11iveA thie Aotloo-{vee-pa1;;gr.ph 9), er ,,.lthl, 14 ••)'' after b,ia9 9i..e; a slaleFR eAt ,equasta; '"'"aaallaa 661 Q al tha 'st !as..alor,oa to IR para9raph 4 al tels aali'8), whi hovor f;.the-iatOI, ay AOtlsa i,writi,9 le th, biddo,, ta afoot whl;h el the lellewl 9 ta,,., el seasiaeraliOA ,.,i11 appl1• to tho a, ulsltlea el ye1:1r SBQ1::1riliee;

N/A

IIyeue net elest whlsa et Iha allarnativ, larFRa el soasida.atlon Ill apply te tha asqutsltlaa el your muriti,., Iha farf!1 al eaASloerallOA !Rat ,.,ill apply ,,.ill be'

NIA

5. Under section 661E of the Act, you have tho right, within one month after being given this notice (saa paragraph B) or within 14 days after being given e,tetement requested under section 6610 of Iha Act (as referred to In paragraph 4 of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.

1. The bidder is entitled and bound to acquire the securlllos on the terms that applied under the takeover bid lmmodlatoly before

   [2] this nollco was given.

   D the end of tho offor porlod.

   
   

2. Unless the Court otheiwlse orders, on application made by you under section 661E of the Act within one month after being given this notice (see paragraph 8) or within 14 day, ofter being given a statement under section 661D (es referred to In paragraph 4 of this notice), whichever is the leter, the bidder must comply with paragraph 6 of this notice.

   
   

3. A notice sent by post to you is taken to be given to you 3 days alter It ls posted.

Signature

Noma of persM signing Dan L. Batrack

Capacity

!Director of Tetra Tech, Inc. Signature

w

Data signed

CiJ C!J ,w GJ1GJ

[D DJ [M M] [Y Y]

ASIC Form 6021

21 June 2013 Pago 2 of 2

[11:]TETR A TECH

18 January 2016

f- 0 0 0 001 COO COP

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Coffey shareholder,

Compulsory acquisition of Coffey shares

I am writing to you in relation to Tetra Tech. lnc,'s A$0.425 per share cash offer (Offer) for all the issued ordinary shares in Coffey International Limited (ACN 003 835 112) (Coffey) under its bidder's statement dated 6 November 2015 (as supplemented and varied) (Bidder's Statement).

Following strong support from the Board of Coffey and its shareholders, Tetra Tech h!!s received acceptances in relation to Its Offer in excess of 90% of all Coffey Shares on issue as at 18 January 2016, and has declared the Offer unconditional.

Tetra Tech will now commence compulsory acquisition of all remaining Coffey shares in which it does not have a relevant interest under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) (Corporations Act), for the same consideration as offered under the Offer {le, A$0.425 per share in cash). Further information about the compulsory acquisition process is set out in the enclosed ASIC Form 6021, which you should read in its entirety.

You are receiving this letter because registry records indicate that you have not yet accepted the Offer.

If you have not accepted the Offer. you may still do so by 5.00pm (Sydney time) on 29 January 2016 (being the scheduled closing time for the Offer) by following the instructions in the Bidder's Statement and on the Acceptance F'orm. Coffey shareholders who accept the Offer by the scheduled closing time will receive consideration for their shares earlier, instead of having to wait for their shares to be compulsorily acquired under the compulsory acquisition process.

If you do not accept the Offer before thei scheduled closing time for the Offer, then on completion of the compulsory acquisition procedure. you will be given a notice as to how you may claim the consideration for your Coffey shares. Subject to the Corporations Act, this notice is expected to be sent around 5 to 6 weeks after the date of this letter.

If you have any questions or require additional assistance, please call the Tetra Tech Offer Information Line on 1 300 425 842 (for callers within Australia) or [phone] (for callers outside Australia), Monday to Friday between 9;00am and 5:00pm (Sydney time).

Yours sincerely,

: ( ( ,. --(

Mr. Dan L. Batrack

Chairman and Chief Executive Officer Tetra Tech, Inc.

3475 East F'oothill Boulevard Pasadena. CA 91107"6024

United States of America · www,tetratech.com

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