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: | 16 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 | 1,294,048
566,330 | 4.7440 GBP
4.7360 GBP | 4.6540 GBP
4.6540 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 Short
Opening a Long Position
Opening a Short Position
| 4,297 9,493 39
90 609 25,889 5,000 245,552
385,581 5,970 4,030 250,000 87,800 5,000
64,624 15,706 557 22,258 83,420 5,567 1,117
83,420 94,316 1,299 2 4,397 9,626 189 | 4.6789 GBP 4.6817 GBP 4.7076 GBP
4.6817 GBP 4.6980 GBP 4.7042 GBP 4.7255 GBP 6.2153 GBP
4.6786 GBP 4.6943 GBP 4.6995 GBP 4.7059 GBP 4.7074 GBP 4.7245 GBP
4.6780 GBP 4.6957 GBP 4.7064 GBP 4.7144 GBP 4.7182 GBP 4.7184 GBP 4.7236 GBP
4.6780 GBP 4.6809 GBP 4.7137 GBP 4.7138 GBP 4.7144 GBP 4.7201 GBP 4.7400 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: | 17 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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