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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: | 10 September 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 | 3,158,151
3,292,959 | 4.5580 GBP
4.5600 GBP | 4.5140 GBP
4.5160 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
Opening a Long Position
Opening a Short Position
| 1,375 107
1,170 583 69,824 1,681,082 250,000 31,940
1,633
1,752,652 583 119 48,300 250,000 10,656
6,871 5 1,260 8,052 39,893 379 874
481 6,049 12,680 864 1,024 12,533 23,703 | 4.5442 GBP 4.5443 GBP
4.5277 GBP 4.5292 GBP 4.5393 GBP 4.5411 GBP 4.5436 GBP 4.5439 GBP
4.5428 GBP
4.5240 GBP 4.5396 GBP 4.5423 GBP 4.5426 GBP 4.5438 GBP 4.5443 GBP
4.5218 GBP 4.5259 GBP 4.5299 GBP 4.5327 GBP 4.5425 GBP 4.5430 GBP 4.5486 GBP
4.5221 GBP 4.5242 GBP 4.5256 GBP 4.5258 GBP 4.5307 GBP 4.5431 GBP 4.5440 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 |
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(ii) Exercise
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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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
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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
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Date of disclosure: | 11 September 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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