COFFEY INTERNATIONAL LIMITED LAWVE;:RS
Level 25, 1 01Connell Street
Sydney NSW 2000 Australia
GPO Sox S909 Sydney NSW .001
DX 69 Sydney
T +61 2 6246 5600
F. +61 2 8248 5899
Our ref DRZ:HHJ:3757660
2 December 2015
Coffey International Limited cl- Norton Rose Fulbright Level 18, Grosvenor Place 225 George Street
SYDNEY NSW 2000
Attention: Mr. John Elliott
By faxand
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 200.1 (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 6718(1) of the Corporations Act.
Yours faithfully
THOMSON GEER
oC;..w-c.J /?_ 7-._,;
David Zwl
Partner
T +61 2 8248 3414M 0419 284 143
E dzwi@tglaw.oom.au
WwW. ()::IW,COM, Y
Sydney I MC!!bourr'lo I 13rlbi.'Jr'lt 1 1deli'!ldt'!
ABN 21442 367 363
AOVIC I TRANSACTIONS. I DISPUTES
Dome!itlc & Cro!is Bord(lr
Legal/45062725_ 1
Form 604
Corporation• Act 2001
Soctlon 6718
604 oaoe 112 15 Julv 2001
Notice of change of interests of substantial holder
Il! Company Name/Scheme Coffey lnlernatlonal Llmllod ACNIARSN 003 835 112
1. Ootalls of substantlal holdor (1)
Name
ACNIARSN (If applicable)
Tetra Trich1 Inc. (Totra Toeh) NIA
There was a change In lhe lnleresls of lhe substantial holder on
The previous nollce was given 10lhe company on The prevlo1.1s notice was dated
1 December 2015
1 December 2015
1 Oec;ember 2015
Provlous and prosont voting power
Class of securllles (4)
Pravlous notice Present notice
Person's voles I Voling power (5) Peroon's votes I Voling power (5)
Fully paid ordinary shares
a8,2ao,s24 l,4.51% 93.641,214 136.60%
The total number of votee. tta¢hed to all th1;1 voting sharas In tho comriany or voting Interests In the scheme that the substantial holder or an assoe:lata (2) had a relevant Interest (3) ln when last required, and when now required, to give a subst.a.ntlal holding notlco to the company or scheme, are as follows:
Changos In rolovant lntoro,w
Date of
Person whose relevant lnlereM ehangod
Nature of chango (6)
Consideration given In relation
lo change (7)
Class and number of securities affected
Person's votes effected
1 Oeeembe1 2015
Tolra Tech
AcqulslUon of rolovant Interest unders608(1) of lhe Corpor1;1tlons 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 tho terms set out In Tetra Tech'• blddes statement dated 6
Novombor 2015
Offors).
A$0.425 per share.
5,,60,590 fully paid ordinary shares
5 360 590
• •
Particulars of each change In, or chango In tho nature of, a relevant Interest of the substantlal holder or an a5$0Clate In voting securltlos of tho company or scheme, since the sube.t1;1r'ltlal holder w.as laM roc:iu!rod to glvo a substantial holdlng notice to the company or scheme are as follows:
Prosont rolovant lntorosts
Particulars of each relevant interest of the $Ubs.tantl.al holder In voting socurltles after the ch::inge ::ire as follows:
Holder of relevant Interest | R.eglstorod holder of securities | Person entitled lo be glslered es 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 lhe Offer | Tetra Tach | Taken under s608(1) of lh• Corporations Act to have a rolovant Interest by reason of the contracts formed by lhe acceolance of Offero. | 93,641,214 fully paid ordinary,hares | 93 641 214 • • |
Legal/45082726_2
5, Chngas In association
The persons who have become assoi;.late5 (2) of, ceased to be associates of, or have changod the nature of their assoi;;latlon (9) with, the S1.Jbst1;11'1tl;;1I holl;ler In relatlon to voting lntorasts In the company or scheme are as follows;
Nan,e and ACN/ARSN (If applicable) | . Nature of association |
Not applicable |
6, Addrossos
The addresses of persons named In this form are as follows:
.
Name | Address |
Tetra Tech | 3475 Ea•t Foothill Boulevard, Pasadona, California 91107·6024, United States of America |
Signature
print name Janis B. Salin
capacity
$et:'11Qr Vice Prosldont,
General Counsel &
sign here fl r -'-''.
date 2 December 2015
OIRECTIO S
(1) If thoro aro a number of substantial holders with similar or related relevant Interests (og. a corpor.itlon and Its related corporations, or the manager and trustee of an equity tru5t), the names eould ba lnrJudod In an annexure to the form. If the relevant lntere5t5 of a group of porsons are essentl::illy slmllar, they may be referred to throughout the form as a specifically named group If the rnembel'$hlp of eah group, with the names and addresses of members Is clearly sot out In paragraph 6 of the form.
Soo tho definition of 'associate' In section a of the Corporations Act 2001,
Seo the definition of 'relevant lntere•t' In section• eoe an e718(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided Into separate classes.
The person's vote5 divided by the total votos In tho body corporate or scheme multiplied by 100.
Include deta!ls of:
any relevant agreement or other clrc1.1rn5tances. becaU$EI of which tho change In relevant Interest occurred. If 5Ubs.ectlon 6719(4) apptlos, a copy of any document $atUng out tho torms of any relevant agreement. and a statement by the person giving full and accurate detalls of any contract, s.ehema or arrangoment. must accompany this form, together with a written statemGnt cortlfylng this contract, scheme or arrangement: and
any quallflcatlon of the power of a pers.on to exerelsa 1 control the exercise of, or Influence the exercise of, the voting powers or dlsposal of the 5ecur!tles. to which tho rolavant Interest relates (lndlcatlnsi clearly the partlcular securities to which tha qualification appl!es).
Soo the definition of 'relevant agreement' In s.eetlon 9 or the Corporations Act 2001.
Oetalls. of the consldoratlon must Include any and all benefits, money and other, that any person froin whom a relevant Interest wcl5 a¢qulred has., or may, bocome entitled to receive In relation to that aeqUl$ltlon. Detalll:i must be Included even If the benefit Is conditlonal on the happening or not of a contingency. Details must ba lncludod on any bonefit paid on behalf of the substantial holder or Ito associate In rolatlon to the acquisitions, even If they 1;:1re not paid directly to the person from whom the relevant lntere.st was acquired.
(13) If the SUb$tanllal holder Is unable to determine the Identity of the pel'$On (eg. If the relevant Jntorest arises because of an option) write unknown''.
(9) Give det!ls, If 1;:1pproprlato, of the present association and any change In that association slnco the last substantial holding notice.
Legal/45062726_2
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