Coffey : Confirmation of Release - COF - Change in substantial holding

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THOMSON GEER

Level 25, 1 O'Connell Street

Sydney NSW 2000 Australia

GPO Box 3909 Sydney NSW 2001

DX 69 Sydney

T [phone]

F [phone]

Our ref DRZ:HHJ:3757660

24 December 2015

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 18 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:

  
  

  ADVICE I TRANSACTIONS I DISPUTES

  THOMSON GEER 2

  
  

  
  

  Category	Previous Notice as at 7:00pm (Sydney time) on 17 December 2015		This notice as at 7:00pm (Sydney time) on 23 December 2015
  	Number of Coffey Shares	Percentage of all Coffey Shares*	Number of Coffey Shares	Percentage of all Coffey Shares*
  IAF Acceptances	56,702,538	22.16%	58,291 ,567	22.79%
  Relevant Interest	129,549,594	50 64%	133,093,491	52.02%
  Total	186,252, 132	72.80%	191,385,058	74.81%

  Note: • Rounded to 2 decimal 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 (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 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 IAF 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

of_:)d-'V J /2 1

David Zwi

Partner

T [phone]

M 0419 284 143

E [e-mail] .au

Class of securities (4)	Previous notice	Present notice
	Person's votes Voting power (5)	Person's votes Voting power (5)
Fully paid ordinary shares	129,549.594 50.64%	133,093.491 52.02%

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Tetra Tech	Persons to whom the Offer was made who have accepted the Offer	Tetra Tech	Taken under s608(1) of the Corporations Act to have a relevant interest by reason of the contracts !formed by the acceptance of Offers.	133,093,491 fully paid ordinary shares	133_093 491 - '

604 page 1/2 15 July 2001

Form 604 Corporations Act 2001 Section 671 B Notice of change of interests of substantial holder
To Company Name/Scheme ACN/ARSN 1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	Coffey International Limited
	003 835 112
	Tetra Tech. Inc. (Tetra Tech)
	N/A
There was a change in the interests of the substantial holder on 23 December 2015 The previous notice was given to the company on 18 December 2015 The previous notice was dated 18 December 2015 Previous and present voting power Changes in relevant interests The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme. since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Person whose Consideration Classand Date of relevant interest Nature of given in relation number of Person's votes change changedchange (6) to change (7)securities affected affected 18 December Acquisition of relevant interest 1.409.290 fullypaid 2015 under s608(1) of the ordinary shares 1.409.290 Corporations Act pursuant to December acceptance of offers dated 1O 535.186 fully paid 535, t 86 December Tetra Tech's off-market takeover 895,572 fullypaid December Tech's bidder's statement dated 1,685,476 fully paid 1,685,476 2015 November 2015 made under ordinaryshares Tetra Tech A$0.425 per share. 2015 bid for the ordinary shares in ordinary shares 895,572 COF on the terms set out in Tetra 2015 6 November 2015 (Offers). ordinaryshares Decrease in relevant interest as a result of withdrawal of 21 December Tetra Tech acceptances of Offers pursuant Nil. 981.627 fully paid 981.627 2015 to withdrawal right referred to in ordinary shares notice of variation dated 15 December 2015. 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

1. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the 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. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Tetra Tech	3475 East Foothill Boulevard, Pasadena, California 91107-6024, United States of America

Signature

print name Janis B. Salin

capacity

Senior Vice President, General Counsel & Secretar

sign here 1J"f').fi,(.P'-;($, date 24 December 2015

DIRECTIONS

(1 ) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

1. See the definition of "associate" in section 9 of the Corporations Act 2001.

   
   

2. See the definition of "relevant interest" in sections 608 and 671 B(7) of the Corporations Act 2001.

   
   

3. The voting shares of a company constitute one class unless divided into separate classes.

   
   

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

   
   

5. Include details of:

   
   

6. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671 B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement. must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

7. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   
   

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

8. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

9. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown·".

   
   

10. Give details. if appropriate, of the present association and any change in that association since the last substantial holding notice.