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 | 16 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 - 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: | 363,002.122 | 0.10 | 2,841,898.122 | 0.81 |
| (2) Cash-settled derivatives: | 3,585,162 | 1.03 | 150,437 | 0.04 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 200,000 | 0.05 | 0 | 0.00 |
|
TOTAL: | 4,148,164.122 | 1.19 | 2,992,335.122 | 0.86 |
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 | 188,173 | 47.2058 USD | 46.1500 USD |
| common stock | Sales | 221,604 | 47.2150 USD | 46.1500 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 | Increasing a long position | 2,741 | 36.0441 GBP |
| common stock | CFD | Increasing a short position | 128 | 46.4247 USD |
| common stock | CFD | Increasing a short position | 79 | 46.4247 USD |
| common stock | CFD | Increasing a long position | 17,460 | 46.7863 USD |
| common stock | CFD | Increasing a long position | 10,702 | 46.7863 USD |
| common stock | CFD | Increasing a short position | 190 | 46.8421 USD |
| common stock | CFD | Increasing a short position | 196 | 46.8421 USD |
| common stock | CFD | Increasing a short position | 159 | 46.8421 USD |
| common stock | CFD | Reducing a short position | 268 | 46.9419 USD |
| common stock | CFD | Reducing a short position | 439 | 46.9424 USD |
| common stock | CFD | Opening a short position | 200 | 46.9483 USD |
| common stock | CFD | Opening a long position | 352 | 47.0090 USD |
| common stock | CFD | Reducing a long position | 187 | 47.0212 USD |
| common stock | CFD | Reducing a short position | 6,925 | 47.0753 USD |
| common stock | CFD | Increasing a short position | 1,224 | 47.0809 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: | 19 August 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 | Put Option | Sold | 200,000 | 37.5000 USD | AMER | 16/08/2024 |
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
