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 |
| BofA Securities, Inc. | ||
| INTERNATIONAL PAPER CO | ||
| INTERNATIONAL PAPER CO | ||
| 28/10/2024 | ||
| YES If YES, specify which:
|
| 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 | % | |||
| 4,142,909 | 1.193% | 3,273,662 | 0.943% | ||
| 226,653 | 0.065% | 733,460 | 0.211% | ||
| 250,100 | 0.072% | 146,600 | 0.042 % | ||
| TOTAL: | 4,619,662 | 1.330% | 4,153,722 | 1.196% | ||
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 | N/A |
| Details, including nature of the rights | N/A |
| 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/ | Total number of securities | Highest price | Lowest price |
| Common Stock | Purchase | 4,748 | 48.93 USD | 48.48 USD |
| Common Stock | Sale | 1,858 | 48.85 USD | 48.5 USD |
| (b) | Cash-settled derivative transactions |
| Class of | Product description | Nature of dealing | Number of reference securities | Price per unit |
| common stock | Swaps - Equity Swaps | Increasing a Short Position | 148 | 48.634 USD |
| (c) | Stock-settled derivative transactions (including options) |
| (i) | Writing, selling, purchasing or varying |
| Class | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number | Exercise | Type | Expiry date | Option money paid/ received per unit |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| (ii) | Exercise |
| Class of relevant security | Product description | Exercising/ | Number of | Exercise Price per |
| N/A | N/A | N/A | N/A | N/A |
| (d) | Other dealings (including subscribing for new securities) |
| Class of relevant security | Nature of dealing | Details | Price per unit (if applicable) |
| N/A | N/A | N/A | N/A |
| 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: |
| 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: |
| None |
| (c) | Attachments |
| Is a Supplemental Form 8 (Open Positions) attached? | Yes |
| Date of disclosure: | 29/10/2024 |
| Contact name: | Frank Lui |
| Telephone number: | +44207 996 6418 |
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,
AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code(the "Code")
| 1. | KEY INFORMATION | |||
| BofA Securities, Inc. | |||
| INTERNATIONAL PAPER CO | |||
| 2. | STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) | ||||||||
| Class of relevant security | Product description | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type | Expiry date | |||
| common stock | Put Equity Options | Long | 65,000 | 48 USD | AMERICAN | 01/11/2024 | |||
| common stock | Put Equity Options | Long | 81,600 | 48.5 USD | AMERICAN | 01/11/2024 | |||
| common stock | Put Equity Options | Short | 250,100 | 46.5 USD | AMERICAN | 01/11/2024 | |||
| common stock | OTC Derivatives | Short | 3,316 | | | 18/12/2024 | |||
| 3. | AGREEMENTS TO PURCHASE OR SELL ETC. |
| |
| Full details should be given so that the nature of the interest or position can be fully | |||
| None | |||
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
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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