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:
|
J.P. Morgan Securities
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:
|
Corporate broker to Smith
(DS) plc
|
|
(d) Date position
held/dealing undertaken:
For an opening position
disclosure, state the latest practicable date prior to the
disclosure
|
10 December
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, 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:
|
996,949
|
0.29
|
9,612,654
|
2.77
|
|
(2) Cash-settled
derivatives:
|
9,579,593
|
2.76
|
669,507
|
0.19
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
76,900
|
0.02
|
67,120
|
0.02
|
|
TOTAL:
|
10,653,442
|
3.07
|
10,349,281
|
2.98
|
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
Sales
|
73,627
21,476
|
55.7800 USD
55.7800 USD
|
54.7100 USD
54.7200 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
|
Equity
Swaps
|
Increase
Long
Decrease
Long
Increase
Short
Decrease
Short
|
1,409
1,200
18
8,000
150
287
3,903
|
54.7575 USD
43.0357 USD
54.7611 USD
55.0210 USD
54.7606 USD
54.8739 USD
54.8210 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(USD)
|
Type
e.g. American, European
etc.
|
Expiry date
|
Option money paid/ received
per unit
|
|
|
|
|
|
|
|
|
|
(ii)
|
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:
|
11 December
2024
|
Contact name:
|
Hetvi Shah
|
Telephone number:
|
44 2034
936359
|
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
|
Full name of person making
disclosure:
|
J.P. Morgan Securities
LLC
|
|
Name of offeror/offeree in
relation to whose relevant securities the 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(USD)
|
Type
e.g. American, European
etc.
|
Expiry date
|
|
common
stock
|
Put
Option
Put
Option
Put
Option
Put
Option
Put
Option
Put
Option
Put
Option
Put
Option
Put
Option
|
Written
Purchased
Written
Written
Written
Purchased
Written
Written
Purchased
|
21,100
50,300
20,700
18,900
5,200 10,900
3,000
8,000
5,920
|
27.5
42.5
32.5
30.0
37.5
40.0
35.0
25.0
28.84
|
American
American
American
American
American
American
American
American
European
|
17/01/2025
17/01/2025
17/01/2025
17/01/2025
17/01/2025
17/01/2025
17/01/2025
17/01/2025
27/02/2025
|
3. AGREEMENTS
TO PURCHASE OR SELL ETC.
|
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 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 disclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.