Coffey : Off-market bid offer document to bid class holders

c2fe0004-688f-4bd9-87a0-3c0efdb26edd.pdf

THOMSON GEER

LAWY!!RS

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

GPO Box 3909 Sydney NSW 2001

DX 69 Sydney

T [phone]

I' +61 28248 S899

Our ref DRZ:HHJ:3757660

1. 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

   
   

   1he Manager

   Company Announcements Office ASX Limited

   Level 4, Exchange Centre

2. Bridge Street

SYDNEY NSW 2000

By fax

Dear Sirs

Off-market takeover offer by Tetra 1ech, Inc. for Coffey International Limited

ASIC Form 604 and notice of change of interests under Institutional Acceptance Facility

We act for Tetra Tech, Inc. (1etra rech) 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 retra 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 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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  Sydney I Melbourn J Bri:;b,. nr.: I Ade1lde

  AUN 21411 367 363

  ADVICE ITRANSACTIONS I DISPUTES

  Dome.'itic & Cro5:; Bor

  
  

  Legal/45226741_2

  Category	Previous Notice as at 7:00pm (Sydney time) on 15 January 2016		This notice as at 7:00pm (Sydney time) on 18 January 2016
  	Number of Coffey Shares	Percentage of all Coffey Shares•	Number of Coffey Shares	Percentage of all Coffey Shares•
  IAF Acceptances	9,478,786	3.71%	5, 177,470	2.02%
  Relevant Interest	234,423,524	91.63%	239, 163,801	93.48%
  Total	243,902,310	95.34%	244,341,271	95.51%

  THOMSON GEER 2

  
  

  
  

  Note: • Rounclacl to 2 daolmol plooos. Tatols moy not acid due to rouncllng.

  
  

  In accordance with the terms of the lnstltutlonal 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 relev.int custodians (directing them to accept the Offer),

immediately after Tetra Tech gives the Facility Operntor written notice that it has decl.ired the Offer free from .ill 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 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.

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 form.ii .icceptances 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

Davld Zwi Partner

T [phone]

M 0419 284 143

E [e-mail]

Cl••• ofseeu,111•• (4)	Previou5 notice Present notice
	Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary shares	234,423,524 91.63% 239.163,801 93.4S%

Dale of change	Person whose rolovant Interest chMged	Nature of change (6)	Consideration given In relation to change (7)	Class and number of securities affected	Person's votes affoded
16 January 2016	Tetra Teeh	Aeciulsltlon of relevant Interest unders608(1) of the Corporations Act pursuant to acceptance of offers dated 10 November 2015 made under Tetra Tech's off-marKet takeover bid for the ordinary shares In COF on the terms set out In Tetra Tech's bidder's statement dated S November 2015 IOffors.	A$0.425 per share.	4,740,277 fully paid ordinary •haros	4•740•277

Holder or relevant Interest	Registered holder of •eeucltles	Pereon entitled to bo roglsu red as holder (8)	Nature of relevant Interest (6)	Class and number of securities	Person's votos
Tetra Tech	Per-5ons to whom Iha Offor was made who have accected the Offer	Tetra Tech	Taken under s606(1) of the corporations Act to have a relevant 11ntorost by reason of the contracts lformed bv the aceeotance of Offers.	239,163,S01 fully paid ordinary shares	239 163 801 • '

604 0000 112 15 Julv 2001

Form 604 Corporations Act 2001 Soctlon 6716 Notice of change of interests of substantial holder
II! Company Name/Scheme ACN/ARSN 1. Dotalls of sub,tantlat holder (1) Namo ACNIARSN (If applicable)	Coffoy International Limited
	003 S35 112
	Tetra Tech, Inc. (Totra Toch)
	NIA
Thore was a change ln the lntere§t§: of the s1,.1l:itant1at holdor on 16 January 201tl The previous notice was given to the company on 18 January 2016 ihe previous notlco was dated 18 January 2016 2. Ptovlous and prosont voting powor The totill number of votes attache(I to all tho voting shares In the company or voting Interests ln tho scheme that the subetantlal holder or an associate (2) had a relevant lntorost (3) In when last required, and when now roqulrcd, to give a substantial holding noUee to the company or scheme, are as follows: J, Changos In rolovant lntoro,w Par1.lc:ulars of each change In, or change In tho nature of, a relevant Interest of the substantial holder or an associate In voting socurltles of the company or scheme, since the substantlal holder was la5t requlr'ed to glvo a substantial holding notice to the eomany or scheme are as follows: 4. Present relevant lntor'osts PartlCUll;lr$ of eact, relevant Interest of the e.ubstantla! holdor ln voting securities after the change are as follows:

s, Changes In ssoclatlon

The persons who have boc:ome associates (2) of, ceased to be associates of1 or have changed the nature of their association (9) with, the substantial holder In relation to voting lnteJ'El$tS In the comriany or scheme are as follows:

Name and ACN/ARSN (If applicable)	N1;1tvre ot assoc:latlon
Not applicable

6, AddrO.!i.!iO&

The addresses of peraons named In this form are as follows:

Name	Address
Tetra Tech	J47 East Foothill Boulevard, Pooodeno, Callfomla 91107-6024, United State• of Amorlca

Signature

print name Janis 8, Salln capacity

Senior Vice President, General Counsel &

sign horo F--,6,. dote 19 January 2016

DIRECTIONS

(1) If there are a n1,.1mber of substantial holders with s1mll;;ir or ralated relevant Interests (eg, a corporation and Its related c:ori,oratlons, or the manager and trustee of an oquity trust), the name$ could bo Included in an annexure to the form. If the relevant Interests of a group of pel'i,Qf'I$ are essentially similar, they may be referred to throughout tho 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 fonm.

(See the definition of 11assoclato" ln section 9 of the Corporations Act .2001.

(J) Soe the definition of "relevant Interest" In sections 608 and 13718(7) of the Corporations Act 2001.

(4) The voting 5hares of a company constitute one class unless divided Into separate classes.

1. The person'• votos divided by the total vote• In the body corporate or scheme multiplied by 100.

   
   

2. Include details of:

3. any relevant agreer'!'lent or other clrcumstance5 because of which the change In relevant Interest occurred. If subsection 671B(4) applies, a copy of any documont setting out the terms of any relevant agreement, and a statomcnt by the person lvlng full and accurate details of any contract,

   :schome or arrangement, must accompany this form, together with a written statement i;ertifylng this contract, si;heme or arrangement; and

4. any quaUf1catlon of the power of a person to a:xerclse, control the exercise of, or Influence the exerC!5e of, the voting powers or dl5posal of tho socurltles to which the relevant lntorost relates (lndlcotlng clearly !ho particular oecuritias to which the qualificotlon opplias).

   
   

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

5. Det::ills of the consideration must Include any and all beneflls, money ::ind other, that any porson from whom a relevant lntorest w::is aulred ha5, or may, become $ntltlod to receive In relation to that acquisition. Details must be lncludod oven If the benefit 15 condl!lonal on the happening or not of a contlngoncy. Details mu5t be lncludad on any benefit paid on behalf of tho substantial holder or Its associate in relation to the acquisitions, even lf they are not paid directly to tho person from whom the retvant Interest was acquired.

(6) If tho substontlol holder I• unable to determine the Identity of tho person (eg. If the relevant lntorost arises becauoe of an option) write "unknown'".




(9) Give dotalis, If appropriote, of the presont association and ony chango In !hat association since the last substantlol holding notice.