Project UTI pricing analysis report

Project Hermes
High level pricing analysis report
July 2016
Private and Confidential

1
Table of contents
Table of contents Page No
1 Introduction 2
2 Historical analysis 9
3 Industry Overview 15
4 Projected Financial Statement & Valuation 24
5 Alternate pricing analysis 31
6 Investment rationale 35

3
Business Description
• UTi Worldwide Inc. (UTIW), through its subsidiaries,
operates as an international, non-asset-based supply chain
services and solutions company.
• The company operates a global network of freight
forwarding offices and contract logistics and distribution
centers.
• Its primary services include air and ocean freight
forwarding, contract logistics, customs brokerage,
distribution, inbound logistics, truckload brokerage, and
other supply chain management services, including
consulting, the coordination of purchase orders, and
customized management services.
UTI Overview
Key Financials (2015)
Revenue (USD) 4,179.77 million
Sales growth (1 year) (5.8) percent
Net Income (USD) (240.61) million
Net Profit Margin (6.4%) percent
Market Cap (USD) 1,252.7 million
Auditors
Financial Year End 31 January
Company facts
Industry
Arrangement Of Transportation of Freight &
Cargo (SIC 4731)
Ownership type Listed
Headquarters Long Beach, California
Employees ~ 21,306 (January 2015)
Headquartered in the Long Beach, California, UTi Worldwide is one of the leading global non asset based supply
chain services and solutions company offering Freight Forwarding, Contract logistics and distribution services.
Business Group Sales (2015)
30%
25%
5%
5%
18%
15%
2%
Airfreight forwarding
Ocean freight forwarding
Customs brokerage
Other freight forwarding
Contract logistics
Distribution
Other

4
UTi Timeline
History and Transformation of Union Transport into UTi worldwide global supply chain management service
provider over the years…
1993
1994
2000
2001
Acquisition of Union Transport
USD 300 million
revenues
Listed in NASDAQ
Annual revenue reached
to USD 1 billion
Union Transport
acquisition
In 1993, Union-Transport
was acquired by a group
led by Roger
MacFarlane, Peter
Thorrington and Tiger
Wessels. Previously,
these managers owned
WTC Airfreight, which
they sold to Pittston, the
holding company for
Burlington Air Express.
Expanding global
footprint
By 1994, Union-
Transport would have
facilities on six of the
world's seven continents,
generating revenues of
over $300 million
annually.
Transformation as a
public entity
In 2000, the company
was listed on NASDAQ
under UTIW and
changed its name to UTi
Worldwide, Inc. Since
that time, revenues have
grown to approximately
$5 billion annually
through a combination of
innovative client
solutions and the
addition of supply chain
capabilities in
transportation
management contract
logistics and distribution.
Billion Dollar Company
The company grew to $1 billion
in annual revenues; launched
one of the first truly global end-
to-end information systems,
eMpower, that provided clients
with supply chain control and
visibility; won a number of
industry excellence awards; and
acquired several freight
forwarding customs brokerage
companies to create a global
network of transportation offices.
The resulting network covered
98%-plus of the global GNP.
1925
–
Established
as
a
freight
forwarding
company
in
Germany

5
UTI Timeline (Continued…)
….Acquisition of UTi made DSV Global Transport the fourth largest freight forwarded in the world.
2001
1994
2015
2016
Annual revenue reached to USD 1 billion
Advance talks
to sell UTI to
DSV
UTi Announces Agreement to be Acquired by
DSV in Transaction Valued at $1.35 Billion
DSV closes acquisition
of UTi Worldwide
Billion Dollar Company
The company grew to $1
billion in annual revenues;
launched one of the first truly
global end-to-end information
systems, eMpower, that
provided clients with supply
chain control and visibility;
won a number of industry
excellence awards; and
acquired several freight
forwarding customs
brokerage companies to
create a global network of
transportation offices. The
resulting network covered
98%-plus of the global GNP.
Initial assessment of
acquisition
Initial discussions has
been taken place
between UTi and DSV
regarding acquising UTi.
Unanimous agreement
UTi Worldwide Inc.,
announced that it has
entered into a definitive
agreement to be
acquired by DSV for
$7.10 in cash per
ordinary share.
This represents a 34%
premium over the 30-day
volume weighted
average trading price for
the ordinary shares and
a 50% premium relative
to UTi's closing trading
price on October 8,
2015.
Transaction Makes DSV the
World’s Fourth Largest
Freight Forwarder
DSV’s acquisition of UTi
Worldwide Inc. was completed
in late January with the approval
of UTi shareholders and
competition authorities.
The transaction makes DSV
Global Transport the fourth
largest freight forwarder in the
world by adding approximately
50 percent to DSV’s existing
revenue.

6
UTI Overview: Global footprint
UTi's global footprint of 310 offices and 230 logistics centers in 59 countries enables them to develop and
implement client-centric, global solutions.
Revenue 1,152 million
Assets 50.7 million
Warehouses and
distribution facilities
59
Employees 4,962
Revenue 484 million
Assets 14.76 million
Warehouses and
31
Employees 623 million
UNITED STATES
CHINA
Revenue 590 million
Assets 73.9 million
Warehouses and
75
Employees 6,837
South
Africa

7
UTI Overview: Global footprint
UTi's global footprint of 310 offices and 230 logistics centers in 59 countries enables them to develop and
implement client-centric, global solutions.
Revenue 171 million
Assets 1.96 million
Warehouses and
15
Employees 457
Revenue 105 million
Assets 4.52 million
Warehouses and
14
Employees 453
Revenue 1,521 million
Assets 45.85 million
Warehouses and
255
Employees 7,062
SPAIN
GERMANY
Remaining other countries

8
Services and supply chain management
UTI Service offerings
UTi Worldwide
■ Air Freight
■ Sea Freight
■ Third level
– Transportation management
– Transportation services
■ Customs brokerage
– Compliance
– Consulting
– Technology
■ Dedicated warehousing
■ Multi client warehousing
■ Outsourced manufacturing
■ Value added contracts such as level
– Materials management
– In-plant logistics
– Pre-delivery inspection and testing
– Contract manufacturing etc.,
– Sequencing and line-side delivery
■ Inventory optimization
■ Inventory management solutions
■ Order management
■ Supply chain strategy
■ Design and optimization
■ Solution design
■ Process analysis and re-engineering
■ Project management
■ Supply chain design and innovations

10
Historical Income Statement
Historical Financial Statement
FY 2011 FY 2012 FY 2013 FY 2014 FY 2015
1/31/2011 1/31/2012 1/31/2013 1/31/2014 1/31/2015
Revenue 4,549.8 4,914.2 4,607.5 4,069.8 3,878.3
Other Revenue - - - 365.8 301.5
Total Revenue 4,549.8 4,914.2 4,607.5 4,435.6 4,179.8
Cost Of Goods Sold 3,905.0 4,212.7 3,976.7 3,875.9 3,686.3
Gross Profit 644.8 701.5 630.9 559.7 493.4
Selling General & Admin Exp. (60.7) (43.5) 51.5 (42.8) (33.7)
Depreciation & Amort. 60.7 63.8 61.2 72.4 84.9
Other Operating Expense/(Income) 522.0 552.5 546.5 547.9 558.1
Operating Expense., Total 522.0 572.8 659.1 577.5 609.3
Operating Income 122.7 128.7 (28.3) (17.8) (115.8)
Interest Expense 30.6 31.9 30.5 34.2 62.7
Interest Income 14.4 18.1 17.1 17.2 23.1
Net Interest Exp. 16.1 13.8 13.4 17.0 39.6
Other Non-Operating Inc. (Exp.) (1.6) (5.1) (91.9) 3.1 23.3
EBT Excl. Unusual Items 108.2 120.0 50.2 (37.8) (178.8)
Impairment of Goodwill - - 93.0 - -
Gain (Loss) On Sale Of Assets 0.3 0.1 (0.7) (0.4) 0.3
Asset Writedown - 5.2 - - -
Other Unusual Items (0.7) (10.6) (184.7) 0.7 (0.7)
EBT Incl. Unusual Items 107.9 114.6 (42.1) (37.5) (179.1)
Income Tax Expense 33.2 35.7 51.9 40.7 23.4
Earnings from Cont. Ops. 74.6 79.0 (94.0) (78.1) (202.6)
Minority Int. in Earnings 4.7 6.5 6.5 5.2 0.7
Net Income 69.9 72.5 (100.5) (83.3) (203.2)
Income Statement Highlights
• UTi primarily generates its revenue from freight
forwarding division. Over the past three years, the
revenue contributed around 65% of the total
revenue.
• Around 50% of the total revenue were contributed
by United States, South Africa and China over the
past three years.
• Total revenue has declined at a CAGR of (5.3%)
over the past four years.
• Reported cost of goods sold mainly consists of
purchased transportation costs, staff costs and
severance pay during the historical period. COGS as
a % of sales has increased from 85.8% in FY 2011
to 88.2% in FY 2015 mainly owing due to increase
transportation costs/operational costs in the 3PL
industry.
• EBITDA/Interest expenses ratio has decreased
from 5.74x in FY 2011 to -0.49x in FY 2015 mainly
due to significant increase in debt over the past
three years.
• Net profit has decreased from USD 69.9 million in
FY 2011 to a net loss of USD 203.2 million in FY
2015, mainly due to continuous drop in the revenue
over the past three years.

11
Historical Balance Sheet
FY 2011 FY 2012 FY 2013 FY 2014 FY 2015
1/31/2011 1/31/2012 1/31/2013 1/31/2014 1/31/2015
ASSETS
Cash And Equivalents 326.8 321.8 237.3 204.4 240.9
Total Cash & ST Investments 326.8 321.8 237.3 204.4 240.9
Accounts & Notes Receivable 879.8 947.5 898.8 972.2 887.1
Total Receivables 879.8 947.5 898.8 972.2 887.1
Other Current Assets 151.7 152.9 176.0 163.4 167.4
Total Current Assets 1,358.3 1,422.2 1,312.1 1,339.9 1,295.3
Net Property, Plant & Equipment 175.7 216.3 242.9 222.0 195.5
Long-term Investments 1.1 1.1 1.0 1.1 1.0
Deferred Charges, LT 29.5 43.3 25.8 11.8 11.2
Other Long-Term Assets 548.0 572.8 492.3 501.6 470.9
Total Assets 2,112.7 2,255.6 2,074.1 2,076.5 1,974.0
Balance Sheet
USD million
Highlights
• Cash and cash equivalents, receivables and other current assets constitutes around 66% of the total assets in 2015. The current ratio has improved
from 1.3x in FY 2011 to 1.6x in FY 2015, indicates the company has ability to meet its short term obligations.
• Fixed asset turnover has decreased from 25.6x in FY 2011 to 20.0x in FY 2015 indicates lower utilization of assets to generate revenue in the past
three years.
• Average days sales outstanding has increased from 64.5 days in FY 2011 to 81.2 in FY 2015, mainly due to invoicing delays particularly in U.S.
immediately following the implementation of Company’s freight forwarding operating system and global financial system has adversely impacted
Company’s liquidity. These invoicing delays led to higher than normal receivables and weaker collection cycles in the first part of fiscal year 2015.

12
Historical Balance Sheet (Continued…)
FY 2011 FY 2012 FY 2013 FY 2014 FY 2015
1/31/2011 1/31/2012 1/31/2013 1/31/2014 1/31/2015
LIABILITIES
Short-term Borrowings 228.4 112.8 97.4 284.1 97.0
Accounts Payable 634.3 859.1 592.5 562.1 500.9
Curr. Income Taxes Payable 8.5 12.7 8.5 17.6 9.0
Other Current Liabilities 192.5 1.9 196.7 197.8 209.8
Total Current Liabilities 1,063.7 986.5 895.1 1,061.6 816.6
Long-Term Debt 80.4 247.0 278.0 266.6 423.3
Other Non-Current Liabilities 68.4 70.6 76.8 52.5 51.1
Total Liabilities 1,212.5 1,304.1 1,249.9 1,380.8 1,291.0
Pref. Stock, Non-Redeem. - - - - 182.0
Total Pref. Equity - - - - 182.0
Minority Interest 13.1 12.7 14.3 13.8 12.6
Additional Paid In Capital 484.9 491.1 505.2 517.8 575.2
Retained Earnings 437.3 503.7 396.9 307.3 92.7
Treasury Stock - - - - -
Comprehensive Inc. and Other (35.1) (56.0) (92.3) (143.2) (179.4)
Total Common Equity 900.2 951.5 824.2 695.7 501.0
Total Equity 900.2 951.5 824.2 695.7 682.9
Total Liabilities And Equity 2,112.7 2,255.6 2,074.1 2,076.5 1,974.0
Balance Sheet
USD million
Highlights
• Payables outstanding has decreased from 55.1 days in FY 2011 to 52.6 days in FY 2015 indicates prompt payment to its suppliers.
• Total debt to equity ratio has increased from 0.34x in FY 2011 to 0.76 in FY 2015 indicates the Company is debt burden and it may adversely affect
the profitability and liquidity of the Company.
• The total equity has decreased from USD 900.1 million in FY 2011 to USD 682.9 million in FY 2015, mainly owing to continuous operating losses
over the past three years.

13
Historical Cash flow statement
FY 2011 FY 2012 FY 2013 FY 2014 FY 2015
1/31/2011 1/31/2012 1/31/2013 1/31/2014 1/31/2015
Net Income 69.9 72.5 (100.5) (83.3) (203.2)
Depreciation & Amort., Total 63.8 66.0 61.2 72.4 84.9
Other Non-Cash Adj (10.3) 23.4 140.2 47.1 90.1
Changes in Non-Cash Capital (50.6) (44.0) (60.1) (134.2) (29.1)
Cash from Ops. 72.9 117.9 40.8 (98.1) (57.4)
Capital Expenditure (58.9) (45.7) (49.7) (47.1) (27.0)
Sale of Property, Plant, and Equipment 2.5 5.0 3.5 3.8 5.7
Other Investing Activities (5.8) (45.0) (36.6) (38.6) (35.0)
Cash from Investing (62.2) (85.7) (82.9) (81.9) (56.2)
Net Short Term Debt Issued/Repaid 55.2 (101.2) 14.7 195.4 (180.5)
Long-Term Debt Issued 0.1 154.7 200.9 4.6 404.3
Long-Term Debt Repaid (87.4) (55.0) (222.4) (18.0) (219.1)
Total Debt Issued/Repaid (32.1) (1.4) (6.8) 182.0 4.8
Pref. Dividends Paid (6.1) (6.2) (6.2) (6.3) -
Total Dividends Paid (6.1) (6.2) (6.2) (6.3) -
Increase in CapItal Stocks 5.7 2.6 2.5 4.2 175.1
Other Financing Activities (2.2) (32.2) (31.9) (32.8) (58.8)
Cash from Financing (34.7) (37.3) (42.4) 147.1 121.0
Net Change in Cash (24.0) (5.0) (84.5) (32.9) 7.4
Cash balance in the beginning of the year 350.8 326.8 321.8 237.3 204.4
Cash balance at the end of the year 326.8 321.8 237.3 204.4 211.8
Cash Flow
USD million
Highlights
• Reported cash flow from operating
activities has decreased from USD 72.9
million in FY 2011 to negative USD 57.4
million mainly due to negative net
profits for the past three years.
• The Company has invested around USD
228.4 million in Property, plant and
equipment over the past five years.
• The Company has taken significant
amount of debt USD 746.6 million (long
term) over the past five years to fund its
operating activities and refinancing.
• In addition, during fiscal 2015, net cash
provided by financing activities included
repayments of long-term borrowings of
$205.1 million and repayments of bank
lines of credit of $498.4 million.
• On March 4, 2014, the Company issued
to an affiliate of its largest shareholder,
P2 Capital, $175,000 of its Convertible
Preference Shares.

14
Key ratios
Ratio Analysis
FY 2011 FY 2012 FY 2013 FY 2014 FY 2015
1/31/2011 1/31/2012 1/31/2013 1/31/2014 1/31/2015
Profitability
Return on Assets 3.5% 3.3% -4.6% -4.0% -10.0%
Return on Capital 8.2% 8.0% -5.9% -4.6% -13.2%
Return on Equity 8.3% 7.9% -11.5% -11.2% -36.7%
Margin Analysis
Gross Margin 14.2% 14.3% 13.7% 12.6% 11.8%
EBITDA Margin 4.1% 4.0% 0.7% 1.2% -0.7%
EBIT Margin 2.7% 2.6% -0.6% -0.4% -2.8%
Earnings from Cont. Ops Margin 2.7% 2.6% -0.6% -0.4% -2.8%
Net Income Margin 1.5% 1.5% -2.2% -1.9% -4.9%
Normalized Net Income Margin 1.5% 1.8% 0.1% -1.4% -4.0%
Free Cash Flow Margin 0.3% 1.5% -0.2% -3.3% -2.0%
Ratios
Highlights
• The return on equity has decreased from 8.3% in
FY 2011 to ‘negative’ 36.7% in FY 2015.
Considering the industry trend, the return on equity
of UTi is significantly lower than that of the
industry/sector.
• Due to negative net income/profits margin and
lower asset turnover, the return on equity adversely
affected in the recent past.
• The profit margin of UTi has declined over the past
three years, due to higher operating costs,
overheads and finance costs.

Industry Overview (Illustrative)

16
Global Logistics Market
Market Overview & Outlook
AP
NA
Europe
SA
Others
Europe
NA
AP
SA
Others
2007 2008 2009 2010 2011E 2012F 2013F 2014F 2015F
Global Logistics Industry by Value(a) ($ trillion)
CAGR = xx% CAGR = xx%(a)
Freight Demand Growth by Mode (y-o-y %) ■ The global logistics market increased at x% (CAGR) during 20xx-
xx, to reach $x trillion in 2022; it is expected to grow at a much
higher rate driven by improving global economic conditions
■ In terms of costs, contribution of Asia Pacific to the global logistic
market has increased from x% in 20xx to x% in 20xx, and is set to
rise further in the future, driven by:
– Free trade agreements reducing barriers to international
commerce, investment by government in transport
infrastructure projects to facilitate the provision of logistics
services and increase in lower-value production
■ Further, after witnessing significant decline during 20xx-xx,
demand for various modes recovered in 20xx and is estimated to
have continued to grow in 20xx
Notes: (a) Due to data limitations, industry size is based on revenues, while the geographic breakdown is based on logistics costs; NA = North America, AP = Asia Pacific, SA = South America
Source: Armstrong & Associates; Baird; AM Mindpower Solutions; KPMG Analysis
Geographic Breakdown(a)
2014 =
$0.73 t
2022 =
$1.02 t
20xx
X
x
x
x
Trucks
Intermodal
Rail
Air Freight
Ocean Freight
20xx 20xx 20xx 20xx 20xx 20xx
20xx
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
Market has shifted away from Europe and North America towards Asia
Pacific, owing to their different economic scenarios
The global logistics market, valued at $x trillion in 2020E, is expected to witness a healthy growth in the future (CAGR 2016E-20F: x%), with Asia
Pacific offering a number of opportunities to the logistics companies.
x
(Illustrative)

17
Non Asset / Freight Forwarding
Logistics market can be clearly segmented based on delivery time and the freight weight - the two key parameters of the industry; certain segments
however overlap each other as multiple modes / services can be provided to serve the same requirements.
Logistics Market Segmentation (a)
Day-uncertain
Day-certain
3-5 Days
Day-certain
1-3 Days
Time -certain
Same-day
1 Kg Doc 10 Kg Parcels 250 Kg Pallets 1,000 Kg Pallets 20,000 Kg Pallets
Couriers
Mail 1st Class
Mail Other
Small Parcel
Operators
Trucking Companies
Sea & Air
Carriers
Integrators
Freight
Forwarders
Freight forwarders by definition are non-asset-
based or light-asset-based companies that
typically own little to none of their own vehicles,
vessels or airplanes
They use human resources and information
technology to coordinate freight moves and
customized transportation services for
customers through different carriers
Key players provide end-to end
services, usually through different
divisions / subsidiaries
Freight Forwarding as a % of Total Logistics
2014 = $0.73 trillion
The share of the freight forwarding industry is
expected to remain unchanged
2022F = $1.02 trillion
Represents the industry coverage for this report
FreightForwarding
Other
FreightForwarding
Other
Notes: (a) The segments are defined based on the time of delivery and freight size; The different segments are not sub-sets of each other and might overlap as a result of catering to the same logistics needs
Source: Industry reports, Market size and Internal analysis
(Illustrative)

18
Services Offered
While air and sea freight comprise the core offerings of a typical freight forwarder, most of the top players offer a wider range of services, as more
complexity in supply chains requires high value added solutions.
Freight forwarding means “services of any kind relating to the carriage, consolidation, storage, handling, packing or distribution of the goods as well as
ancillary & advisory services in connection therewith, including but not limited to customs & fiscal matters, declaring the goods for official purposes,
procuring insurance and collecting or procuring payment or documents relating to the goods. It also includes logistical services with modern information &
communication technology in connection with the carriage, handling or storage of the goods, and de facto total supply chain management.”
Source: FIATA(a)
Air & Ocean
Freight
&
Customs
Brokerage
Standard
Warehousing Overland
Supply
Chain
Services
Logistics
Value
Added
Services
Supply chain (SC)
Optimization
Network Optimization
Lead Logistics
provider, 4PL
SC Performance
Management
SC Visibility/ Event
Management
Customer Desk /
Control Tower
Order Management
Buyer Consolidation
Direct to Market
Aftermarket/
Reverse Logistics
Spare Parts
Pick & Pack
E-Fulfillment
Distribution
Postponement
VMI/ I2M/ CMI/ LSF(b)
Kitting
Light Assembly
Core services –
Industry coverage
of report
Non-core services
Support / Value
Added Services
Notes: (a) International Federation of Freight Forwarders Associations; (b) Vendor managed inventory, inbound to manufacturing, co-managed inventory and logistics support facility
Source: Industry reports, Market research, Internal analysis
(Illustrative)

19
Non Asset Based / Freight Forwarding
Global Market Size
Global Freight Forwarding Market
Following the recovery in 20xx, the freight forwarding market is
expected to see a high single digit growth over the next few years
■ Volumes, which have experienced significant fluctuations during
the downturn and recovery period should stabilize
■ Market saw a revival in 20xx with an Y-o-Y growth of x% in 20xx;
lower levels of growth are anticipated from 20xx onwards, the
market is forecasted to grow at a CAGR of x%
Segments
The freight forwarding market is split almost evenly between air and
sea freight, with air freight accounting for x% share of the market
■ The air freight sector, which ships higher value goods, has a
higher price per unit; consequently, despite handling lower
volumes than the sea freight sector, the air freight sector is
almost equal in terms of value
Geography
Asia Pacific overtook Europe as the largest freight forwarding
market in 20xx and is expected to continue to increase its share in
the coming years
■ Asia was less affected by the global recession, fuelled by
continued growth in China‘s economy
■ Also, intra-Asia trade increased, as China's booming economy
acted as an alternative export market, making up for reduced
exports from Asia to the Western world
Freight Forwarding Market Size ($ million)(a)
Market by Segment
CAGR = x% CAGR = x%
Market by Geography
The global freight forwarding market is expected to grow at a high single digit rate in the short to medium term; the market would continue to be
almost evenly divided between the air and sea freight segments and importance of Asia Pacific is expected to further increase in the global context.
Global Freight Forwarding Industry
2007 2008 2009 2010 2011E 2012F 2013F 2014F
Air , x% Air , x%
Sea , x% Sea , x%
2010 2014F
x% x%
x% x%
x% x%
x% x%
x% x%
x% x%
2010 2014F
Africa
Middle East
South America
North America
Europe
Asia Pacific
(Illustrative)

20
Shifting Geographic Focus
Several large players, dominating the
market
Market highly fragmented, with fewer
large players
Bigger markets but lower growth High growth markets
Higher fixed overheads, pressurizing
margins
Lower fixed costs, providing room for
higher margins
< x% Average range x% to x%
EBIT
Margins(a)
Growth
Cost
Owing to structural differences in the freight forwarding industry of the developed and developing markets, there has been an increasing shift
towards the latter.
Developed markets Developing Markets
Shifting
Focus
Industry
Structure
(Illustrative)

21
Opportunities within Developing Region
Within the developing region, China, India, Vietnam, Indonesia, Sri Lanka and Bangladesh appear to be the most attractive countries.
Economic
Growth(b)
Industry Growth(c)
Low High
Low
High
Relative Attractiveness Framework for Countries within the Developing Region(a)
China
India
Grid Key
Most Attractive
Reasonably Attractive
Less Attractive
Graph Key(d)
Air Freight Forwarding
Sea Freight Forwarding
Vietnam
Indonesia
Sri Lanka
Bangladesh
Thailand
Singapore
Taiwan
Chile
Malaysia
Hong Kong
Argentina
South Korea(f) Philippines
New Zealand
Brazil
■ China and India are two of the
most attractive markets, in terms
of both size and growth potential
■ Indonesia, Vietnam, Sri Lanka
and Bangladesh are expected to
experience a high growth rate
and thus have potential despite
their current small size
■ Other countries lag behind,
however most performing better
than the developed world
Africa (e)
Pakistan Middle East (e)
Notes: (a) Scales are approximate;; Bubble size represents revenue size of freight forwarding industry in 20xx; (b) Real GDP CAGR (20xx-xxF); (c) Freight Forwarding CAGR (20xx-xxF); (d) Market Share in 20xx;
(e) Country-wise analysis not done due to data limitations; (f) GDP growth rate pertains to whole Korea
Source: IMF Database; Transport Intelligence; KPMG Analysis
(Illustrative)

22
Top Deals
Public and Private equity investors have shown considerable interest in the logistics sector; Asia Pacific and European targets have recorded the
maximum number of deals in 2014 and 2015.
Source: Merger Market, William Blair & Company
(Illustrative)

23
Top Deals
Public and Private equity investors have shown considerable interest in the logistics sector; Asia Pacific and European targets have recorded the
maximum number of deals in 2014 and 2015.
Source: William Blair & Company, Merger Market
(Illustrative)

PROJECTED FINANCIAL STATEMENTS

25
Projected Income Statement
Projected Financial Statement
The analysis mainly developed based on the publicly available information such as Target’s annual report, industry reports and other
publicly available information.
Highlights
• Revenue is projected to grow at a CAGR
of 3.2% over the projected period.
• It is assumed that gross margin is
expected to remain stable over the
projected period, as part of the cost
saving initiative has been already
factored in FY 2015.
• Operating expenses is expected to grow
in line with inflation over the projected
period.
• As a part of management cost saving
initiative, a moderate cost saving impact
has been incorporated in the staff cost
over the projected period.
• The net income is expected to increase
from a net loss of USD 62.3 million in FY
2016 to USD 57.2 million in FY 2020.
• Income tax rate is assumed at 25% over
the projected period.
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020
1/31/2016 1/31/2017 1/31/2018 1/31/2019 1/31/2020
Total Revenue 4,313.5 4,451.6 4,594.0 4,741.0 4,892.7
Direct operating costs 2,798.5 2,876.9 2,957.5 3,064.0 3,157.2
Gross Profit 1,515.0 1,574.6 1,636.5 1,677.0 1,735.6
Gross Profit (%) 35.1% 35.4% 35.6% 35.4% 35.5%
Depreciation & Amortisation 86.2 94.2 102.1 87.6 70.2
Other Operating Expense/(Income) 1,470.0 1,479.6 1,489.8 1,534.5 1,580.5
Operating Expense., Total 1,556.2 1,573.8 1,591.9 1,622.1 1,650.7
Operating Income (41.2) 0.8 44.6 54.9 84.8
Operating Income margin
Interest Expense 24.3 23.5 24.1 20.0 11.0
Interest Income 3.2 3.9 5.9 4.1 2.5
Net Interest Exp. 21.1 19.6 18.1 15.9 8.6
EBT Excl. Unusual Items (62.3) (18.7) 26.4 39.0 76.3
Income Tax Expense - - 6.6 9.7 19.1
Earnings from Cont. Ops. (62.3) (18.7) 19.8 29.2 57.2
Net Income (62.3) (18.7) 19.8 29.2 57.2
Net Income % -1.44% -0.42% 0.43% 0.62% 1.17%
Operating Profit (41.2) 0.8 44.6 54.9 84.8
Add: Depreciation & amortization 86.2 94.2 102.1 87.6 70.2
EBITDA 45.0 95.0 146.7 142.5 155.0
Income Statement
USD million

26
Projected Balance Sheet
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020
1/31/2016 1/31/2017 1/31/2018 1/31/2019 1/31/2020
ASSETS
Cash & ST Investments 161.0 197.3 296.3 202.7 122.6
Receivables 959.4 990.1 1,021.8 1,054.5 1,088.2
Other Current Assets 168.9 170.5 172.0 173.6 175.2
Total Current Assets 1,289.3 1,357.8 1,490.1 1,430.8 1,386.1
Net Property, Plant & Equipment 172.5 146.6 117.8 85.9 51.2
Long-term assets 453.2 418.4 378.6 356.2 354.2
Total Assets 1,915.1 1,922.9 1,986.4 1,873.0 1,791.4
LIABILITIES
Current Liabilities 837.6 794.5 819.1 1,032.4 1,062.3
Non current liabilities 456.9 526.4 539.0 173.2 (14.4)
Liabilities 1,294.5 1,321.0 1,358.1 1,205.6 1,047.8
Pref. Equity 182.0 182.0 182.0 182.0 182.0
Common Equity 438.7 419.9 446.4 485.4 561.6
Total Equity 620.6 601.9 628.3 667.3 743.6
Total Liabilities And Equity 1,915.1 1,922.9 1,986.4 1,873.0 1,791.4
Balance Sheet
USD million
Highlights
• Receivables are projected at 81 days of
revenue in line with historical trend.
• Trade payables are assumed at 72 days
of COGS in line with historical trend.
• Debt repayments are assumed based on
the debt schedule provided in FY 2015
annual report.
• Various other assets and other liabilities
has been projected in line with historical
trends.
• Considering the Company has already
invested significantly in property, plant
and equipment and intangible assets
(software, computer system etc.,), a
total investment of USD 165 million has
been assumed towards maintenance
and replacement CAPEX over the
projected period.
• The net equity is expected to increase
from USD 438.7 million in FY 2011 to FY
2015 mainly owing to increase in
retained earnings.

27
Projected cash flow statement
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020
1/31/2016 1/31/2017 1/31/2018 1/31/2019 1/31/2020
Net Income (62.3) (18.7) 19.8 29.2 57.2
Depreciation & Amort., Total 86.2 94.2 102.1 87.6 70.2
Other Non-Cash Adj 24.33 23.50 30.68 29.73 30.08
Changes in Non-Cash Capital (25.5) (17.6) (8.6) (8.0) (5.4)
Cash from Ops. 22.8 81.3 144.1 138.6 152.1
Cash from investing (33.0) (33.0) (33.0) (33.0) (33.0)
Cash from financing activities (69.7) (12.1) (12.1) (199.2) (199.2)
Net Change in Cash (79.9) 36.3 99.0 (93.6) (80.1)
Cash and cash equivalents in the beginning of the year 240.9 161.0 197.3 296.3 202.7
Cash and cash equivalents at the end of the year 161.0 197.3 296.3 202.7 122.6
Cash Flow

28
Free cash flow to firm analysis
Valuation analysis
Free cash flow to firm 2016 2017 2018 2019 2020
USD million
Net Profit (62) (19) 20 29 57
Add: Depreciation 86 94 102 88 70
Add: Other non cash adjustments 24 24 31 30 30
Less: Working capital changes (25) (18) (9) (8) (5)
Less: Capex (33) (33) (33) (33) (33)
Free cash flow to firm (10) 48 111 106 119
Terminal value 1,681
Discount factor 0.92 0.84 0.78 0.71 0.66
Discounted free cash flows (9) 41 86 75 1,180
Value before adjustments 1,373
Add: Cash and cash equivalents 241
Less: Preference shares (182)
Less: Outstanding debt (520)
Less: Minority interest (13)
100% Equity Value 899
Value per share (in USD) 8.475
Highlights
• The indicative value of the Target/Company is estimated at USD 899 million ($ 8.475 per share) as at 31 January 2016 based on a DCF approach,
considering a cost of capital of 8.81% and a terminal growth rate of 2%

29
Free cash flow to firm
Valuation analysis
Based on the Target’s financial projections, the Target’s price per share under the DCF method, using Gordon growth model works out
within the range of USD 676 million (USD 6.38 per share) and USD 1,199 million (USD 11.30 per share), respectively. Tables below
present share pricing for the Target using, cost of equity and terminal growth rates.
899.03 8.50% 8.75% 8.81% 9.00% 9.25%
1.0% 805.69 759.75 748.58 716.70 676.29
1.5% 882.86 831.19 818.66 782.99 737.93
2.0% 971.89 913.21 899.03 858.75 808.07
2.5% 1,075.77 1,008.36 992.13 946.16 888.60
3.0% 1,198.53 1,120.05 1,101.24 1,048.15 982.02
WACC
Share price sensitivity (in USD million)
Terminal
growth
rate
8.50% 8.75% 8.81% 9.00% 9.25%
1.0% 7.60 7.16 7.06 6.76 6.38
1.5% 8.32 7.84 7.72 7.38 6.96
2.0% 9.16 8.61 8.47 8.10 7.62
2.5% 10.14 9.51 9.35 8.92 8.38
3.0% 11.30 10.56 10.38 9.88 9.26
Share price sensitivity (in USD)
WACC
Terminal
growth
rate
Equity
valuation
using
Gordon
growth
model
Equity
pricing
using
Gordon
growth
model

31
Pricing analysis
Comparable CompanyValuation
Comparable Companies
Adjusted EBITDA (2015) $ 84.2 mn
EV/EBITDA multiple 15.94
Enterprise Value $ 1,342.23 mn
Less: Debt ($ 520.29) mn
Less: Preference shares ($ 181.957) mn
Add: Cash & Short Term Investments $ 240.9 mn
Less: Minority interest ($ 12.582) mn
100% Equity Value $ 868.30 mn
Value per share $ 8.19
The Target’s price per share under the comparable companies method, using EV/EBITDA multiple and price to book price
multiple approaches, is in the range of $8.19 and $12.59, respectively.
Tables below present share pricing for theTarget using various multiples.
Comparable Companies
B. Price to book ratio
Book value of the equity $ 500.99
Price to book multiple 2.69
Equity Value $ 1,347.66 mn
100% Equity Value $ 1,335.07 mn

32
Pricing analysis
Precedent transactions method
Precedent Transactions method
A. Transaction Value/Enterprise Value
Enterprise Value $ 2,002 mn
TV/EV 0.76
Total Transaction Value (Firm value) $ 1,521.29 mn
100% Equity Value $ 1,047.36 mn
The Target’s price per share under the Precedent Transactions method, using TV/Enterprise multiple and TV/Book Value
approaches, is in the range between $ 8.24 and $ 9.87 respectively.
Tables below present share pricing for theTarget using various multiples.
Precedent Transactions method
B. Transaction Value/Book Value
Book value of the equity $ 500.99
TV/Book value multiple 2.69
Total Transaction Value (Firm Value) $ 1,347.66 mn
100% Equity Value $ 873.73 mn

33
Pricing analysis at various prices
Quoted Price method (as at 31 January 2015)
Valuation summary
# of shares
held (mn)
36 months
period ended
24 months
period ended
12 months
period ended
6 months
period ended
3 months
period ended
Price as at 31
January 2015
Average
UTi 12.68 12.21 10.67 11.03 11.79 11.87 11.67
Valuation range (USD million) 106 1,345 1,295 1,131 1,170 1,251 1,259 1,238
As at 31 January 2015
Share Price analysis
-
2.00
4.00
6.00
8.00
10.00
12.00
14.00
16.00
18.00
20.00 1-Feb-12
1-Mar-12
1-Apr-12
1-May-12
1-Jun-12
1-Jul-12
1-Aug-12
1-Sep-12
1-Oct-12
1-Nov-12
1-Dec-12
1-Jan-13
1-Feb-13
1-Mar-13
1-Apr-13
1-May-13
1-Jun-13
1-Jul-13
1-Aug-13
1-Sep-13
1-Oct-13
1-Nov-13
1-Dec-13
1-Jan-14
1-Feb-14
1-Mar-14
1-Apr-14
1-May-14
1-Jun-14
1-Jul-14
1-Aug-14
1-Sep-14
1-Oct-14
1-Nov-14
1-Dec-14
1-Jan-15
Based on the volume weighted average price approach, the indicative value of the Target/Company works out between USD 1,131 million ($ 10.67 per share) and USD
1,259 million ($ 11.87 per share) based on last one year analysis.
Source: http://amigobulls.com

34
Pricing analysis
Summary of pricing analysis
The exhibit below shows the Target’s price per share estimated under the various approaches. Considering that, discounted cash flow approach captures
the business challenges faced by UTi in the current situation, it is more suitable to give more weight to DCF based valuation and evaluate the price
accordingly. Based on the analysis, the Target’s price per share as at 31 January 2015 is in the range of USD 6.38 to USD 9.87 per share.
6.38
10.67
8.24
8.19
11.30
11.87
9.87
12.59
- 5.00 10.00 15.00 20.00 25.00
Discounted Cash flow - FCFF
Quoted Price Method
Precendent transaction method
Comparable Companies method

36
Investment Rationale
■ This opportunity aligns with Agility’s strategic objective of investing in 3PL logistics business assets across various
countries. The Target?Company is one of the reputed “international” player in 3PL logistics services, with excellent
relationships with major logistics companies and clients with over 50 years of track record.
Alignment with
strategic initiatives
■ This is an unique opportunity as
− There are not many investment opportunities of the same ticket size providing significant shareholding in an
3PL logistics services company outside Kuwait serving major global destinations.
− This opportunity provides Agility to acquire a significant stake in one of the leading 3PL logistics services
company
Unique opportunity
■ Considering that the business growth of UTi is facing challenges, assuming that the terminal value of the business is
assumed to grow at 1%, Agility can consider buy the share/stock of UTi worldwide between USD 6.38 to USD 7.60
(based on DCF). However, Management needs to consider other qualitative aspects such as synergy gain, gaining
broader customer base, offering broader range of services etc., before evaluating the final price of the
Target/Company which may attract additional premium.
Acquisition
evaluation
■ Size and economies of scale are critical for success in the 3PL logistics sector and the future consolidation of Agility
with Uti Worldwide, with their complimentary range of services, could significantly enhance competitiveness and
growth prospects and open up new opportunities for both entities leading to higher revenues, lower cost structure,
sharing of management expertise and other strategic and financial benefits.
Consolidation
benefits

37
Limitations
 This Valuation/Pricing analysis Report (the “Report”) presents the indicative valuation of the Company as at 31 January
2015 (the “Valuation Date”).
 The market research/industry overview is presented to provided for an illustrative purpose, as the recent quantitate data
points are not readily available. Hence, illustrative numbers/data sets are used.
Basis of information
In preparation of this Report, I have relied on the following information:
■ Annual report and financial statement for the period ended 2014 and 2015;
■ Other publicly available information.
■ Although past 9 months (till 30 October 2016) data is available in the public domain, I have significantly relied on 2015
annual report, as the Valuation cut off date is agreed on 31 January 2015.

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