FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Name of exempt principal trader: | (GS) GOLDMAN SACHS INTERNATIONAL |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | SMITH (DS) PLC |
| (c) Name of the party to the offer with which exempt principal trader is connected: | SMITH (DS) PLC |
| (d) Date dealing undertaken: | 27 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 - disclosing today for INTERNATIONAL PAPER COMPANY and disclosed previously for MONDI PLC |
2. DEALINGS 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 2(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 |
| 10p ordinary | Purchases | 18,424,276 | 3.9720 GBP | 3.8400 GBP |
| 10p ordinary | Sales | 14,956,930 | 4.0497 GBP | 3.8200 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 |
| 10p ordinary | CFD | Reducing a short position | 13,465 | 3.8401 GBP |
| 10p ordinary | CFD | Reducing a short position | 50,000 | 3.8491 GBP |
| 10p ordinary | CFD | Increasing a short position | 75,000 | 3.8507 GBP |
| 10p ordinary | CFD | Opening a short position | 72,198 | 3.8508 GBP |
| 10p ordinary | CFD | Opening a short position | 45,798 | 3.8508 GBP |
| 10p ordinary | CFD | Increasing a short position | 150,000 | 3.8527 GBP |
| 10p ordinary | CFD | Opening a short position | 64,756 | 3.8585 GBP |
| 10p ordinary | CFD | Opening a short position | 660,302 | 3.8600 GBP |
| 10p ordinary | CFD | Opening a short position | 39,200 | 3.8631 GBP |
| 10p ordinary | CFD | Opening a short position | 100,800 | 3.8631 GBP |
| 10p ordinary | CFD | Opening a short position | 300,000 | 3.8643 GBP |
| 10p ordinary | CFD | Reducing a short position | 259 | 3.8648 GBP |
| 10p ordinary | CFD | Reducing a short position | 2,563 | 3.8653 GBP |
| 10p ordinary | CFD | Increasing a short position | 29,843 | 3.8656 GBP |
| 10p ordinary | CFD | Increasing a short position | 224,823 | 3.8656 GBP |
| 10p ordinary | CFD | Opening a short position | 718,936 | 3.8656 GBP |
| 10p ordinary | CFD | Increasing a short position | 207,530 | 3.8656 GBP |
| 10p ordinary | CFD | Opening a short position | 657,057 | 3.8656 GBP |
| 10p ordinary | CFD | Opening a short position | 23,240 | 3.8666 GBP |
| 10p ordinary | CFD | Opening a short position | 2,880 | 3.8666 GBP |
| 10p ordinary | CFD | Opening a short position | 1,586 | 3.8666 GBP |
| 10p ordinary | CFD | Opening a short position | 1,441 | 3.8666 GBP |
| 10p ordinary | CFD | Opening a short position | 83,996 | 3.8669 GBP |
| 10p ordinary | CFD | Reducing a short position | 11,004 | 3.8677 GBP |
| 10p ordinary | CFD | Reducing a short position | 124,636 | 3.8677 GBP |
| 10p ordinary | CFD | Reducing a short position | 280,000 | 3.8692 GBP |
| 10p ordinary | CFD | Reducing a short position | 265,000 | 3.8692 GBP |
| 10p ordinary | CFD | Reducing a short position | 250,000 | 3.8692 GBP |
| 10p ordinary | CFD | Increasing a long position | 704 | 3.8700 GBP |
| 10p ordinary | CFD | Reducing a short position | 250,000 | 3.8762 GBP |
| 10p ordinary | CFD | Opening a short position | 960 | 3.8788 GBP |
| 10p ordinary | CFD | Opening a short position | 15,494 | 3.8788 GBP |
| 10p ordinary | CFD | Opening a short position | 1,920 | 3.8788 GBP |
| 10p ordinary | CFD | Opening a short position | 1,058 | 3.8788 GBP |
| 10p ordinary | CFD | Reducing a short position | 74,250 | 3.8949 GBP |
| 10p ordinary | CFD | Reducing a short position | 750 | 3.8949 GBP |
| 10p ordinary | CFD | Reducing a short position | 300,000 | 3.9012 GBP |
| 10p ordinary | CFD | Reducing a short position | 2,678 | 3.9024 GBP |
| 10p ordinary | CFD | Increasing a short position | 75,000 | 3.9027 GBP |
| 10p ordinary | CFD | Increasing a short position | 83,996 | 3.9045 GBP |
| 10p ordinary | CFD | Increasing a short position | 83,996 | 3.9066 GBP |
| 10p ordinary | CFD | Increasing a short position | 30,200 | 3.9075 GBP |
| 10p ordinary | CFD | Opening a short position | 10,570 | 3.9172 GBP |
| 10p ordinary | CFD | Opening a short position | 9,603 | 3.9172 GBP |
| 10p ordinary | CFD | Opening a short position | 154,930 | 3.9172 GBP |
| 10p ordinary | CFD | Opening a short position | 19,198 | 3.9172 GBP |
| 10p ordinary | CFD | Reducing a short position | 98,889 | 3.9324 GBP |
| 10p ordinary | CFD | Reducing a short position | 135,000 | 3.9395 GBP |
| 10p ordinary | CFD | Increasing a short position | 44,355 | 3.9433 GBP |
| 10p ordinary | CFD | Increasing a short position | 34,056 | 3.9441 GBP |
| 10p ordinary | CFD | Reducing a long position | 919 | 3.9442 GBP |
| 10p ordinary | CFD | Opening a short position | 366,738 | 3.9463 GBP |
| 10p ordinary | CFD | Reducing a short position | 768 | 3.9550 GBP |
| 10p ordinary | CFD | Increasing a short position | 145,708 | 3.9574 GBP |
| 10p ordinary | CFD | Reducing a short position | 350,000 | 3.9598 GBP |
| 10p ordinary | CFD | Reducing a short position | 200,000 | 3.9608 GBP |
| 10p ordinary | CFD | Increasing a short position | 377,403 | 3.9624 GBP |
| 10p ordinary | CFD | Reducing a short position | 725 | 3.9632 GBP |
| 10p ordinary | CFD | Increasing a short position | 89,347 | 3.9647 GBP |
| 10p ordinary | CFD | Increasing a short position | 91,167 | 3.9660 GBP |
| 10p ordinary | CFD | Increasing a short position | 42,615 | 3.9660 GBP |
| 10p ordinary | CFD | Reducing a long position | 1,010 | 3.9666 GBP |
| 10p ordinary | CFD | Reducing a long position | 3,256 | 3.9666 GBP |
| 10p ordinary | CFD | Opening a short position | 343,800 | 5.0026 USD |
| 10p ordinary | CFD | Increasing a short position | 343,800 | 5.0281 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) |
| |
| | |
3. 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
|
Date of disclosure: | 28 March 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.
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