Coffey : Second Supplementary Bidders Statement

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THOMSON GEER

LAWYl::R5

Level 25, 1 O'Connell Street Sydney NSW 2000 Au,tralla

GPO Box 3909 Sydney NSW 2001

DX 69 Sydney

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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 Second Supplementary Bidder's Statement

We act for Tetra Tech, Inc. ('retra 'rech) In relation to its off-market takeover bid under Chapter 6 of the Corporations Act 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 647(3)(b) of the Corporations Act, a copy of Tetra Tech's second supplementary bidder's statement dated 18 January 2016 (Second Supplementary Bidder's Statement), which supplements Tetra Tech's original bidder's statement dated 6 November 2015 as supplemented by the first supplementary bidder's statement dated 27 November 2015 and as varied.

The Second Supplementary Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to Coffey today.

Yours faithfully THOMSON GEER

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David Zwl Partner

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SECOND SUPPLEMENTARY BIDDER'S STATEMENT

1. Introduction

   
   

   
   

2. Supplementary Bidder's Statement

   
   

   This document is the second supplementary bidder's statement (Second Supplementary Bidder's Statement) to the bidder's statement dated 6 November 2015 (Orlglnal Bidder's Statement) issued by Tetra Tech, Inc. (Tetra Tech) In relation to Tetra Tech's off-market takeover bid for all of the ordinary shares in Coffey International Limited (ACN 003 835 112) (Coffey).

   
   

   This Second Supplementary Bidder's Statement is given pursuant to Division 4 of Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act) In compliance with the requirements of section 643 of the Corporations Act.

   
   

   This Second Supplementary Bidder's Statement supplements and is to be read together with (a) the Original Bidder's Statement as supplemented by the first supplementary bidder's statement dated 27 November 2015 and as varied by the notices of variation dated 3 December 2015 and 15 December 2015, and (b) the notice to free takeover offer from conditions and notice of status of conditions dated 15 January 2016. This document prevails In the event of any inconsistency with the Original Bidder's Statement.

   
   

3. Important notices

   
   

   A copy of this Second Supplementary Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on 1a January 2016. Neither ASIC nor its officers takes any

   responsibility for the contents of this Second Supplementary Bidder's Statement.

   
   

4. Defined terms and interpretation

   
   

   Unless the context otherwise requires, capitalised terms In this Second Supplementary Bidder's Statement have the same meaning given to them in Section 13.1 of the Original Bidder's Statement. The rules of interpretation set out in Section 13.2 of the Original Bidder's Statement also apply to this Second Supplementary Bidder's Statement, unless the context otherwise requires.

   
   

5. Updates to Section 7 of the Orlglnal Bidder's Statement

   
   

   
   

6. Board structure

   
   

   On 15 January 2016, Tetra Tech declared the Offer, and any takeover contracts arising from acceptance of the Offer, free from all of the conditions set out in section 12.5 of the Original Bidder's Statement.

   
   

   Concurrently with the Issue of this Second Supplementary Bidder's Statement. Tetra Tech has confirmed that it is proceeding with compulsory acquisition of those Coffey shares In respect of which acc1;>pc1nces of Tetm Tech's Offer have not been received.

   
   

   In section 7 of the Original Bidder's Statement, Tetra Tech stated that If It becomes entitled to proceed with compulsory c1cquisition of Coffey Shares, then it would consider an appropriate structure for the boards of Coffey and its Subsidic1ries, c1nd c1ny compc1ny in respect of which Coffey has nominee directors, which is likely to includ1;> the appointment of nominees of Tetra Tech, but that the Coffey Board structure and the identity of Tetra Tech's nominees to the Coffey Board had not yet been determined, and would depend on the circumstances at the time.

   
   

   Tetra Tech has determined to nominate the following persons to be appointed as dir1;>cors of Coffey (with Mr Ron Chu to also be appointed as Chief Executive Officer of Coffey), with all appointments taking effect on the date of this Second Supplementary Bidder's Statement, being 18 January 2016:

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7. Dan L. Batrack

   Please refer to section 5.3(a) of the Original Bidder's Statement for further information about Mr. Batrack.

8. Ronald J. Chu

   Mr. Chu is the Executive Vice President and President of Resource Management and Energy

   (RME) at Tetra Tech.

   Mr. Chu has served as the President of RME since June 2007. He has more than 16 years of experience with Tetra Tech. and has served in various technical and management capacities. including project and program manager, office manager, regional manager and Chief Operating Officer of the predecessor to RME. Mr. Chu was named a Vice President in 2001, and has served as president of several subsidiary companies during his tenure with Tetra Tech.

   Mr. Chu began his career as a civil/sanitary engineer in 1981 and entered the environmental

   consulting field in 1984. His career has included management of major assessment, engineering and remediation programs for major oil and gas companies, Fortune 1oo

   manufacturers, energy suppliers, and government agencies. Mr. Chu is a registered professional engineer in several states in the US and has authored numerous technical articles. He holds a Bachelor of Science in Civil Engineering from Northeastern University and an

   Master of Science in Environmental Engineering from the University of Southern California.

9. Lachlan D. Walker

   Mr. Walker is the Projects and Business Development Manager at Proteus Engineers Pty Ltd., a Tetra Tech company.

   Proteus EPCM Engineers (Proteus), 50% owned by Mr. Walker, was acquired by Tetra Tech in 2011. Following the acquisition, Mr. Walker, as Director and CEO, oversaw Proteus' successful integration as an operating unit within the Tetra Tech organisation.

   Mr. Walker's career commenced as a civil engineer in 1971, developing into Feasibility Study and EPC/EPCM Project Management that was focused on the chemical, mineral processing and mining materials handling Industries in Australia, Asia and Africa.

   Mr. Walker is a Fellow, Institute of Engineers, Australia, a member of the Project Management Institute and a member of the Australian Cost Engineering Society. He holds a Bachelor of Civil Engineering from the University of Western Australia.

   
   

   Tetra Tech has provided signed consents from the above persons to Coffey.

   In accordance with clause 5.8 of the Bid Implementation Agreement between Tetra Tech and Coffey dated 14 October 2015, Coffey will procure the appointment of the persons named above as Coffey directors on the date of this Second Supplementary Bidder's Statement, being 18 January 2016.

   Simultaneously with the appointment of Tetra Tech's nominees to the Coffey Board on the date of this Second Supplementary Bidder's Statement, being 18 January 2016;

10. the current directors of Coffey will resign as directors of Coffey;

    
    

11. Mr John Douglas will resign as Chief Executive Officer and as a director of Coffey; and

    
    

12. the boards of directors of all other Australian entities in the Coffey Group will be replaced by the nominees of Tetra Tech. (The boards of directors of all non-Australian entities in the Coffey Group will also be changed as Tetra Tech determines.)

2,2 Corporal.:! structur.:!

As set out In section 7 of the Original Bidder's Statement, Tetra Tech's overall objective is to continue the current operations of the Coffey Group, and it intends to retain the Coffey Group as a long-term investment and to review and develop a comprehensive, longer term business plan for the Coffey Group.

In fine with that objective, Tetra Tech's current intention is to identify, evaluate and pursue suitable opportunities to reduce the existing debt of the Coffey Group, and to better integrate the businesses of Tetra Tech and Coffey from a structural/operati onal perspective.

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13. Authorisation







This Second Supplementary Bidder's Statement has been approved by a resolution passed by the Directors of Tetra Tech.

Dated: 18 January 2016

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Mr. Dan L. 8atrack

Chairman and Chief Executive Officer For and on behalf of Tetra Tech, Inc.