COFFEY INTERNATIONAL LIMITED LAWYERS
Level 25, 101Connell Street Sydney NSW 2000 Australia
GPO Box S909 Sydney NSW 2001
OX 69 Sydney
T +61 2 8248 5800
F +61 2 8248 5899
Our ref DRZ:HHJ:3757660
27 November 2015
Coffey International Limited cl- Norton Rose Fulbright Level 18, Grosvenor Place 225 George Street
SYDNEY NSW 2000
Attention: Mr. John Elliott
By fax
and
The Manager
Company Announcements Office ASX Limited
Level 4, Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
Dear Sirs
Off-market takeover offer by Tetra Tech, Inc. for Coffey International Limited ASIC Form 604
We act for Tetra Tech. Inc. (Tetra Tech) 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).
Please find enclosed ASIC Form 604 (Notice of change of interests of substantial holder) from Tetra Tech In accordance with section 671B(1) of the Corporations Act.
Yours faithfully THOMSON GEER
oC)u-v'.) /1 '2'
David Zwi Partner
T +61 2 8248 3414
M 0419 284 143
E dzwi@tglaw.com.au
www.tglaw.com.c11J
Sydney I Melbourne IBribane IAdelaide
A N '-l 442 307 ti
ADVICE J TRANSACTION$ I DISPUTES
DomC!stlc & Cross Border
Form 604
corporation• Act 2001 Soctlon 871B
604 oaoe 112 15 July 2001
Notice of change of interests of substantial holder
Il! Company Name/Scheme Coffey lnlernatlonal Limited ACNIARSN
1, Dotalls of substantial holdor (1) Name
ACNIARSN (Ir applicable)
Tetra Tech, Inc. (Tetr'i:l rec::h} NIA
There was a change In the Interests of the substantial holder on
The previous notice was given to the company on The previous notice was dlilted
26 November 2015
25 November 2015
25 November 2015
2, Pr'ovlous and prosont voting pQWf r'
Class of securities (4) | Previous notlca | Present notice |
Parson's votes I Voting power (5) | Person's votes I voting power (5) | |
Fully paid ordinary shares | 60,190,377 | 67,732,765 126.48% |
rhe 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 whon now required, to give a substantial holdlng notice to the company or scheme, are as follows:
3. Changes In rofov;,nt lntorosts
Date of change | Person whose relevant Interest changed | Natura or change (6) | Consideration glven In rolatlon to change (7) | Class and number of securities affected | Person's votes affected |
>------ | Tetra Teen | Acquisition of relevant Interest under s608(1) of tho Corporations Act pursuant to acceptance or ortors dated 10 November 2015 made under Tetra Tech'G off- market takeover bid for the ordinary shares In COF on the terms set out' In Tetra Toch's bldde(s statement dated 6 November :1015 Offors, | A$0.425 per share. | 2,350,330 fully paid ordinary shares | 2•35o.33o |
5,192,058 rully paid ordinary ohare• | 5•192 058 • |
Particulars of el:lch c:hange In, or change 1n tho nature of, a relevant Interest of tho substantial holder or an assoc:late In voting securlUo.s of tho c:omp:iny or sc:home, since the substantlal holder was last required to give a substantial holdIng notlc:o to the company_ or sehemo are as follows:
4, Present rolovant lntoro!1b
Particulars of each relevant lntorcst of the substantial holder In voting securlt!es after the chaligo are ::is follows:
Holder or relevant lriterost | Reglsterod holder of securities | Peroon entitled to bo registered as holder (8) | Nature of relevant lntorost (6) | Class ::ind number of securlllos | Person's votes |
Tetra Tech | Persons to whom the Offer was mado who have ac:c:cpted the error | Tetra Tech | Taken under s608(1) of the Corporations Act to have a ralovant Interest by reason of the contracts formed by the acceotance of Offors. | 67,732,765 rully paid ordinary shares | 67 732 765 ' ' |
Legal/4SOS1770_ 1
5. Changos In Bl!i,oclatlon
The persons who have become associates (2) of, ceased to be associates of, or have changed tho nature of their assor;lii!t!on (9) with, the 1?,t,.11;1$1!:ll'ltlal ho!c;ler In relation to voting lntel'E!sts In the company or scheme are as follows:
Name and ACN/ARSN (If applicable) | Naturo of association |
Not oppliooble |
G. Addrossos
The addressos of parsons named In this form al'e as fol!owt;:
Nome | Address . |
Tetra Toeh | 3475 East Foothill Boulevard, Pasadena, California 91107·6024, United States of America |
Signature
print name Janis B. Salin
capacity
Senior Vice President,
General Counsel &
to
sign hore '-;(J,. date 27 November 2015
DIRECTIONS
If there are a number of substantial holders with s!mllar or relatod relevant Interests (eg. a corporation and Its related corporations, or the manager and trustee of an equity trust), the names could bB Included In an annexure to the form. If the relevant Interests of a group of pe.rsons are essentially similar, they may bo referred to throughout tho form as a spei;.lflcally named group If the membership of each group, with the names and addresses of members I• cloorly •et out In paragraph 6 of the form.
See the definition of 'associate' In section 9 of the Corporations Ac.t 2001.
(3) Soo tho definition of 'rolovant Interest' In oectlons 608 and 6716(7) of the Corporations Act 2001.
(4) The voting shares of a company i;on5titvte Ol'le c:lass unless divided Into separate classes.
The person's votBs divided by the total voles In the body corporate or scheme multiplied by 100.
Include detalls of:
any relevant agreement or other circumstances because of which the change In relevant Interest occutred. If subsection 6718(4) appl!es, 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, sc.heme or arrangement, must accompany this form, together with a written statemont certifying this contract, schema or arrangement; and
any quallflcation of the powor of a person to exercl5e, CO!'ltro1 tha exercise of, or Influence the e)(erclse of, the voting powers or dlSposal of the securities to which the relevant Interest relates (Indicating clearly the particular securities to which the qual!ficatlon applies).
See the definition of 'relevant agrooment' In section 9 of the Cororatlons Act 2001.
Oetall5 of the consideration mu5t Include any and all benefits, money a!'ld othor, that any person fr'on'l whom a ralevant Interest was acquired has, or may, becomo entitled to receive In relation to that acqul5ltlon. Details must be Included even If the benefit Is condltlonal on the happel'llng or not of a contingency. Detalls must be Included on any benefit paid on behalf of the substantial holdor or Its associate In relation to tho acquisitions, even lf they are not paid dlrectly to the pe'9on from whom the relevant Interest was acquired.
If the sustantlal holder Is unable to determlna the Identity of the person (e9. If the rnlovant Interest arises because of an option) write Hunknown''.
Give detalls, If appropriate, of the pre.sen association and any change In that association slnce,the last substa!'ltlal holding notice.
Logal/45051770_1
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