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
|
20 November
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:
|
653,765.122
|
0.18
|
668,387.122
|
0.19
|
|
(2) Cash-settled
derivatives:
|
3,183,445
|
0.91
|
685,066
|
0.19
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
0
|
0.00
|
0
|
0.00
|
|
TOTAL:
|
3,837,210.122
|
1.10
|
1,353,453.122
|
0.38
|
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
|
442,693
|
60.0800
USD
|
57.1900
USD
|
|
common
stock
|
Sales
|
437,572
44,975
|
60.0800
USD
45.3755 GBP
|
57.2100
USD
45.3755 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
|
|
common
stock
|
CFD
|
Opening a
short position
|
34
|
57.8314
USD
|
|
common
stock
|
CFD
|
Increasing a short position
|
56
|
57.8314
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
236
|
58.1669
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
1,766
|
58.7080
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
44
|
58.8325
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
702
|
58.8341
USD
|
|
common
stock
|
CFD
|
Opening a
long position
|
5,113
|
58.8341
USD
|
|
common
stock
|
CFD
|
Increasing a long position
|
702
|
58.8341
USD
|
|
common
stock
|
CFD
|
Increasing a short position
|
100
|
58.8522
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
437
|
58.9849
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
269
|
58.9849
USD
|
|
common
stock
|
CFD
|
Opening a
short position
|
4,268
|
58.9972
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
203
|
59.8819
USD
|
|
common
stock
|
CFD
|
Reducing
a short position
|
125
|
59.8819
USD
|
|
common
stock
|
SWAP^
|
Opening a
short position
|
640,000
|
58.8400
USD
|
|
common
stock
|
SWAP^
|
Reducing
a short position
|
640,000
|
58.8400
USD
|
^Please note this product is part of
a basket of securities for which INTERNATIONAL PAPER COMPANY is a
component
(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?
|
NO
|
Date of disclosure:
|
21 November
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.