Item 8.01. Other Events
UTi Worldwide Inc. ("UTi" or the "company") announced today that PTR Holdings
Inc. ("PTR") and Union-Transport Holdings Inc. ("UTH") have each adopted
pre-arranged stock trading plans in accordance with the company's trading
policies and Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended.
A Schedule 13D amendment has been filed with the Securities and Exchange
Commission by PTR and UTH.
PTR and UTH are indirectly owned in part by Mr. Peter Thorrington, a former
officer and director of the company, Mr. Roger I. MacFarlane, Director and Chief
Executive Officer, and Mr. Matthys J. Wessels, Chairman of the Board of
Directors and former officer of the company. Pursuant to the stock trading
plans, PTR and UTH will endeavor to sell their entire interest in the company.
The sale of UTH's shares will commence upon the completion of the sale of PTR's
shares to the open market. In addition, pursuant to the stock trading plans,
each month, Mr. MacFarlane will purchase from PTR and UTH in a private
transaction a number of shares of the company corresponding to the number of
shares sold by each of PTR and UTH, if any, such that his proportionate interest
in UTi held through PTR and his indirect proportionate interest in UTi held
through UTH will become a direct ownership interest in the company. The
transactions are expected to take place periodically over approximately the next
six months under the direction of an independent third-party agent and will be
disclosed publicly through filings of the applicable forms with the Securities
and Exchange Commission.
Rule 10b5-1 permits shareholders to implement written, pre-arranged stock
trading plans when they are not in possession of material, non-public
information. Such plans aim to reduce market impact by spreading stock trades
over time and to alleviate concerns about whether the shareholders were in
possession of material, non-public information at the time of their sales.
Today, Mr. MacFarlane purchased 434,783 UTi shares from PTR at $23.00 per share.
After giving effect to this purchase, Mr. MacFarlane beneficially owns 1,053,845
shares of the company, excluding shares that may be acquired through the
exercise of options, and there are additional shares which Mr. MacFarlane would
have the power to vote pursuant to previously disclosed voting agreements
between Mr. MacFarlane and PTR, although Mr. MacFarlane disclaims any pecuniary
interest in such shares.
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