FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Name of exempt principal trader: | J.P. Morgan Securities Plc |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Smith (DS) plc |
| (c) Name of the party to the offer with which exempt principal trader is connected: | Corporate broker to Smith (DS) plc |
| (d) Date dealing undertaken: | 15 May 2024 |
| (e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, International Paper Company |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
| Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
| 10p ordinary | Purchase
Sale | 6,433,451
5,930,674 | 3.7280 GBP
3.7281 GBP | 3.6720 GBP
3.6700 GBP |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
| 10p ordinary | Equity Swap | Decrease Long
Decrease Short
Increase Long
Increase Short
| 8,239 3,880
43 204,606 52,362 75,507 112,120 167,707 184 343,452 109,277 10,070 165 57 3,461 10,109 677 485 556 4,307 374 5,293 641 215 472 20,000
9,967 46,510 3,795 71,393 9,888
834 141,994 6,917 6,871 23,896 795,804 670,000 23,336 26,201 2,037 4,264 46,425 4,092 1,051 | 3.6780 GBP 3.6814 GBP
3.6739 GBP 3.6778 GBP 3.6780 GBP 3.6816 GBP 3.6840 GBP 3.6872 GBP 3.6879 GBP 3.6883 GBP 3.6887 GBP 3.6944 GBP 3.6959 GBP 3.6992 GBP 3.7000 GBP 3.7043 GBP 3.7100 GBP 3.7119 GBP 3.7120 GBP 3.7127 GBP 3.7138 GBP 3.7168 GBP 3.7178 GBP 3.7180 GBP 3.7198 GBP 4.6767 GBP
3.6805 GBP 3.6813 GBP 3.6940 GBP 3.7076 GBP 3.7196 GBP
3.6721 GBP 3.6780 GBP 3.6881 GBP 3.6896 GBP 3.6946 GBP 3.6951 GBP 3.6988 GBP 3.7027 GBP 3.7028 GBP 3.7044 GBP 3.7143 GBP 3.7163 GBP 3.7188 GBP 3.7213 GBP |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
| | | | | | | | |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
|
|
|
|
|
|
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
|
|
|
|
3. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
| None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
| None
|
Date of disclosure: | 16 May 2024 |
Contact name: | Natasha Mondon |
Telephone number: | 01202 325175 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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