Exhibit 99.2
December 7, 2004
UTi WORLDWIDE INC.
0 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx
Xxxx Xxxx, Xxxxxxx
Xxxxxxx Virgin Islands
BEAR, XXXXXXX & CO. INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
CREDIT SUISSE FIRST BOSTON LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting Agreement
(the "UNDERWRITING AGREEMENT"), pursuant to which a public offering (the "PUBLIC
OFFERING") will be made by the underwriters named in schedule A thereto (the
"UNDERWRITERS") of up to 6,620,000 ordinary shares, no par value per share (the
"ORDINARY SHARES"), of UTi Worldwide Inc. (the "COMPANY"), which will be
borrowed and sold by Bear, Xxxxxxx & Co. Inc. and Credit Suisse First Boston
LLC, or their respective affiliates, the undersigned hereby agrees that from the
date hereof and until 90 days after the date of the final prospectus supplement
(the "SUPPLEMENT") relating to the Public Offering, the undersigned will not
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any Ordinary Shares or securities convertible into or exchangeable
or exercisable for any Ordinary Shares, enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of
the Ordinary Shares, whether any such aforementioned transaction is to be
settled by delivery of the Ordinary Shares or such other securities, in cash or
otherwise (any of the foregoing, a "TRANSFER"), or publicly disclose the
intention to make any such offer, sale, pledge or disposition, or to enter into
any such transaction, swap, hedge or other arrangement, without, in each case,
the prior written consent of Bear, Xxxxxxx & Co. Inc. and Credit Suisse First
Boston LLC. In addition, the undersigned agrees that, without the prior written
consent of Bear, Xxxxxxx & Co. Inc. and Credit Suisse First Boston LLC, it will
not, during the period commencing on the date hereof and ending 90 days after
the date of the Supplement, make any demand for or exercise any right with
respect to, the registration of any Ordinary Shares or any security convertible
into
or exercisable or exchangeable for the Ordinary Shares. The foregoing shall not
apply to (a) the sale or loan of any Ordinary Shares to the Underwriters
pursuant to, or contemplated by, the Underwriting Agreement or the double print
transaction contemplated in the Supplement, (b) transactions relating to
Ordinary Shares or any other such securities acquired in open market
transactions after the date hereof or (c) Transfers to any affiliate of the
undersigned; provided, however, that any transferee pursuant to clause (c)
hereunder agrees to be bound in writing by the restrictions set forth herein, to
the same extent set forth herein and such Transfer must not involve a
disposition for value. Any Ordinary Shares received upon exercise of options
granted to the undersigned will also be subject to this Agreement.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of Ordinary
Shares or any other securities if such transfer would constitute a violation or
breach of this Agreement.
This Agreement shall be binding on the undersigned and the successors,
heirs, personal representatives and assigns of the undersigned. Capitalized
terms used, but not otherwise defined herein, shall have the meanings assigned
to such terms in the Underwriting Agreement.
This Agreement shall lapse and become null and void and shall terminate
upon the earlier to occur of (i) the date the Plan of Merger is terminated for
any reason or the date that the proposed transaction (including the Public
Offering) is otherwise abandoned for any reason, (ii) December 22, 2004 unless
the Plan of Merger is approved by the members (shareholders) of Uniserv by such
date, (iii) December 22, 2004 unless the Operative Date (as defined in the Plan
of Merger) has occurred by such date, (iv) the date that the Resolutive
Condition (as defined in the Plan of Merger) is exercised, (v) January 3, 2005
if the Public Offering has not closed on or prior to such date and (vi) the
termination of the Underwriting Agreement or the Registration Rights Agreement.
Very truly yours,
/s/ Ian Whitecourt
On Behalf of Wagontrails Investments NV
Name: Ian Whitecourt
Title: Director
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