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: | J.P. Morgan Securities 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: | Corporate broker to Smith (DS) plc |
| (d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 15 August 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, 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: | 949,259 | 0.27 | 5,918,999 | 1.70 |
| (2) Cash-settled derivatives:
| 6,050,558 | 1.74 | 759,551 | 0.22 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 135,100 | 0.04 | 93,520 | 0.03 |
|
TOTAL: | 7,134,917 | 2.05 | 6,772,070 | 1.95 |
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: |
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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
Sales | 28,091
67,857 | 47.1200 USD
47.0700 USD | 46.1000 USD
46.1000 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 | Equity Swaps | Increase Long
Decrease Short | 1,055 4,300 6,400 23,296 10
436 100 | 46.8790 USD 36.2267 USD 46.9143 USD 36.2034 USD 46.5700 USD
46.8358 USD 46.4023 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(USD) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
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(ii)
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(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) |
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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
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(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: | 16 August 2024 |
Contact name: | Natasha Mondon |
Telephone number: | 01202 325175 |
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS 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: | J.P. Morgan Securities LLC |
| Name of offeror/offeree in relation to whose relevant securities the 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(USD) | Type e.g. American, European etc. | Expiry date |
| common stock
| Put Option Put Option Put Option Put Option Put Option Put Option Put Option Call Option Call Option Call Option Put Option Put Option Call Option Call Option Call Option
| Written Purchased Written Written Written Purchased Written Purchased Purchased Purchased Written Purchased Purchased Written Written
| 21,100 50,300 20,700 18,900 5,200 10,900 3,000 100 24,800 6,800 8,000 5,920 26,500 20,600 5,800
| 27.5 42.5 32.5 30.0 37.5 40.0 35.0 45.0 42.5 40.0 25.0 28.84 50.0 50.0 50.0
| American American American American American American American American American American American European American American American
| 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 17/01/2025 27/02/2025 16/08/2024 16/08/2024 16/08/2024 |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
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It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices 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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