FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Name of exempt principal trader: | GOLDMAN SACHS & CO. LLC |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | INTERNATIONAL PAPER COMPANY |
| (c) Name of the party to the offer with which exempt principal trader is connected: | SMITH (DS) PLC |
| (d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 11 July 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 the offer? If it is a cash offer or possible cash offer, state "N/A" | YES - disclosed previously for SMITH (DS) PLC |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
| Class of relevant security:
| common stock | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 75,323 | 0.02 | 1,742,545 | 0.50 |
| (2) Cash-settled derivatives: | 2,426,282 | 0.69 | 217,173 | 0.06 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 112,000 | 0.03 | 115,300 | 0.03 |
|
TOTAL: | 2,613,605 | 0.75 | 2,075,018 | 0.59 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
| Class of relevant security in relation to which subscription right exists: | |
| Details, including nature of the rights concerned and relevant percentages: |
|
3. DEALINGS (IF ANY) 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 3(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 |
| common stock | Purchases | 193,732 | 43.0900 USD | 42.4378 USD |
| common stock | Sales | 313,164 | 43.0900 USD | 42.3700 USD |
(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 |
| common stock | CFD | Opening a long position | 79,100 | 33.0230 GBP |
| common stock | CFD | Increasing a long position | 4,455 | 33.2413 GBP |
| common stock | CFD | Reducing a short position | 1,910 | 42.7480 USD |
| common stock | CFD | Opening a long position | 1,669 | 42.7480 USD |
| common stock | CFD | Reducing a short position | 2,393 | 42.7918 USD |
| common stock | CFD | Reducing a short position | 1,595 | 42.7919 USD |
| common stock | CFD | Increasing a long position | 6,474 | 42.8355 USD |
| common stock | CFD | Increasing a long position | 26,785 | 42.8362 USD |
| common stock | CFD | Reducing a long position | 2,922 | 42.8558 USD |
| common stock | CFD | Increasing a short position | 302 | 42.8567 USD |
| common stock | CFD | Increasing a short position | 251 | 42.8567 USD |
| common stock | CFD | Increasing a short position | 311 | 42.8567 USD |
| common stock | CFD | Increasing a short position | 3,267 | 42.8625 USD |
| common stock | CFD | Increasing a short position | 2,177 | 42.8625 USD |
| common stock | CFD | Reducing a short position | 4,154 | 42.8701 USD |
| common stock | CFD | Opening a long position | 773 | 42.8701 USD |
| common stock | CFD | Opening a short position | 2,922 | 42.8708 USD |
| common stock | CFD | Reducing a long position | 5,952 | 42.8708 USD |
| common stock | CFD | Reducing a short position | 1,720 | 42.8738 USD |
| common stock | CFD | Reducing a short position | 2,581 | 42.8738 USD |
| common stock | CFD | Increasing a short position | 6,192 | 42.8926 USD |
| common stock | CFD | Increasing a short position | 4,128 | 42.8926 USD |
| common stock | CFD | Reducing a short position | 8,796 | 42.9091 USD |
| common stock | CFD | Reducing a long position | 7,857 | 42.9110 USD |
| common stock | CFD | Increasing a long position | 2,819 | 42.9115 USD |
| common stock | CFD | Increasing a long position | 11,281 | 42.9119 USD |
| common stock | CFD | Reducing a long position | 1,161 | 42.9125 USD |
| common stock | CFD | Reducing a long position | 2,533 | 42.9125 USD |
| common stock | CFD | Reducing a long position | 1,446 | 42.9125 USD |
| common stock | CFD | Increasing a short position | 304 | 42.9143 USD |
| common stock | CFD | Opening a short position | 4,154 | 42.9795 USD |
| common stock | CFD | Increasing a short position | 300 | 42.9930 USD |
(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) |
| |
| | |
4. 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
|
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | YES |
Date of disclosure: | 12 July 2024 |
Contact name: | Papa Lette and Andrzej Szyszka |
Telephone number: | +33(1) 4212 1459 / +48(22) 317 4817 |
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 disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8(OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT TO
PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
| Full name of person making disclosure: | GOLDMAN SACHS & CO. LLC |
| Name of offeror/offeree in relation to whose relevant securities disclosure relates: | INTERNATIONAL PAPER COMPANY |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
| common stock | Call Option | Sold | 3,300 | 42.5000 USD | AMER | 19/07/2024 |
| common stock | Put Option | Sold | 112,000 | 40.0000 USD | AMER | 19/07/2024 |
| common stock | Put Option | Purchased | 112,000 | 45.0000 USD | AMER | 19/07/2024 |
3. AGREEMENTS TO PURCHASE OR SELL
| Full details should be given so that the nature of the interest or position can be fully understood: |
| |
It is not necessary to provide details on a Supplement form (Open Positions) with regard to cash-settled derivatives.
The currency of all pieces and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's 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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