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 | 15 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 & International Paper Company |
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: | 3,920,226 | 0.89 | 0 | 0 |
| (2) Cash-settled derivatives:
| 0 | 0 | 7,061,044 | 1.60 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
|
TOTAL: | 3,920,226 | 0.89 | 7,061,044 | 1.60 |
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 | 3,904,107
2,664,740 | 335.7300 ZAR
336.1600 ZAR | 325.0000 ZAR
330.1000 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
Opening a Long Position
Opening a Short Position
| 631 727 380 6,863 147 56 89 233
1,414 90
1,199 607 3,416 89 527 492 710 6,007 89
3,851,700 691 127 7,604
5,920 1,321 908 5,697 4,279 57 5,224 492 3,309 182 390 4,589 160 703 573 301 926 3,309 1,440
2,250 1,705 69 704 740 492 1,964 946 180 1,782 306 117 464 6,964 3,536 1,084 29 2,537 | 333.3619 ZAR 333.4628 ZAR 334.0016 ZAR 334.1300 ZAR 334.6254 ZAR 334.6700 ZAR 334.8912 ZAR 335.1223 ZAR
334.1759 ZAR 334.5100 ZAR
331.2527 ZAR 331.5507 ZAR 332.4325 ZAR 333.7800 ZAR 333.7970 ZAR 334.0016 ZAR 334.1300 ZAR 334.1960 ZAR 334.3900 ZAR
325.0000 ZAR 333.9988 ZAR 334.4425 ZAR 334.4899 ZAR
331.9029 ZAR 332.7312 ZAR 333.7054 ZAR 333.9472 ZAR 333.9691 ZAR 334.0200 ZAR 334.0217 ZAR 334.0450 ZAR 334.1300 ZAR 334.3800 ZAR 334.3933 ZAR 334.4561 ZAR 334.4900 ZAR 334.5000 ZAR 334.5700 ZAR 334.5900 ZAR 334.7200 ZAR 334.7969 ZAR 335.2698 ZAR
331.8344 ZAR 332.5294 ZAR 333.7500 ZAR 334.0272 ZAR 334.0322 ZAR 334.0350 ZAR 334.0797 ZAR 334.1163 ZAR 334.1733 ZAR 334.1791 ZAR 334.1963 ZAR 334.4725 ZAR 334.5000 ZAR 334.6945 ZAR 334.7759 ZAR 335.0798 ZAR 335.0900 ZAR 335.2663 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: | 16 April 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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