REG - JP Morgan Sec LLC International Paper - Form 8.5 (EPT/NON-RI)-International Paper Company
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 | 26 April 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: | 1,420,717 | 0.41 | 1,812,536 | 0.52 |
(2) Cash-settled derivatives: | 1,729,437 | 0.50 | 907,305 | 0.26 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 362,820 | 0.10 | 67,120 | 0.02 |
TOTAL: | 3,512,974 | 1.01 | 2,786,961 | 0.80 |
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 | common stock |
Purchases/ sales | Purchases Sales |
Total number of securities | 68,863 55,744 |
Highest price per unit paid/received | 33.9100 USD 33.9000 USD |
Lowest price per unit paid/received | 33.4650 USD 33.3900 USD |
(b) Cash-settled derivative transactions
Class of relevant security | common stock |
Product description e.g. CFD | Equity Swaps |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Decrease Short Increase Short Decrease Long Increase Long |
Number of reference securities | 4,500 14,580 680 2 45 425 391 255 255 782 1,740 64 38 38 |
Price per unit | 33.8514 USD 33.6955 USD 33.7233 USD 33.6700 USD 33.8324 USD 33.4993 USD 33.4643 USD 33.8397 USD 33.8731 USD 33.3880 USD 33.5489 USD 33.4992 USD 33.8396 USD 33.8730 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
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?
Yes
Date of disclosure: | 29 April 2024 |
Contact name: | Natasha Mondon |
Telephone number: | 01202 325175 |
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 | common stock |
Product description e.g. call option | Call Option Call Option Put Option Put Option Put Option Put Option Put Option Put Option Put Option Call Option Call Option Call Option Put Option Put Option |
Written or purchased | Purchased Purchased Written Purchased Written Written Written Purchased Written Purchased Purchased Purchased Written Purchased |
Number of securities to which option or derivative relates | 150,000 98,300 21,100 50,300 20,700 18,900 5,200 10,900 3,000 100 24,800 6,800 8,000 5,920 |
Exercise price per unit(USD) | 37.5 32.5 27.5 42.5 32.5 30.0 37.5 40.0 35.0 45.0 42.5 40.0 25.0 28.84 |
Type e.g. American, European etc. | American American American American American American American American American American American American American European |
Expiry date | 21/06/2024 17/01/2025 17/01/2025 17/01/2025 17/01/2025 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.
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