EXHIBIT 99.5
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.
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Very truly yours,
/s/ Ian Whitecourt
...........................
On behalf of PTR HOLDINGS INC.
Name: Ian Whitecourt
Title: Director
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