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 Equities South Africa Proprietary Ltd |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Mondi plc |
| (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 | 18 March 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:
| EUR 0.22 ordinary
| |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 2,203,856 | 0.50 | 0 | 0 |
| (2) Cash-settled derivatives:
| 0 | 0 | 784,395 | 0.18 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
|
TOTAL: | 2,203,856 | 0.50 | 784,395 | 0.18 |
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
|
| EUR 0.22 ordinary
| Purchase
Sale | 1,912,610
78,405 | 320.0400 ZAR
320.0800 ZAR | 318.1700 ZAR
318.2000 ZAR |
(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
|
| EUR 0.22 ordinary | Equity Swap | Decrease Long
Decrease Short
Increase Long
Increase Short
| 1,100 1,761 4,219 766 1,313 187 1,834 2,299 958 1,458 682 2,433
43,783 137 110 65 112 89
187
645 318 6,796 1,807 900 900 1,810 830 300 445 421 3,546 75 | 318.7374 ZAR 318.7821 ZAR 318.8682 ZAR 319.1031 ZAR 319.1869 ZAR 319.2583 ZAR 319.4003 ZAR 319.4780 ZAR 319.5518 ZAR 319.7357 ZAR 319.7467 ZAR 319.8279 ZAR
318.7686 ZAR 318.9106 ZAR 318.9846 ZAR 319.3000 ZAR 319.4400 ZAR 319.4500 ZAR
319.2583 ZAR
318.5843 ZAR 318.7479 ZAR 318.8100 ZAR 319.0491 ZAR 319.0867 ZAR 319.2500 ZAR 319.3141 ZAR 319.3840 ZAR 319.4900 ZAR 319.5810 ZAR 319.6212 ZAR 319.9021 ZAR 320.0400 ZAR |
(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: | 19 March 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 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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