Source - LSE Regulatory
RNS Number : 0660W
Goldman Sachs & Co. LLC
11 July 2024
 

 

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:

GOLDMAN SACHS & CO. 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:

SMITH (DS) PLC

(d) Date position held/dealing undertaken:

     For an opening position disclosure, state the latest practicable date prior to the disclosure

10 July 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 - disclosed previously for 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:

92,637

0.02

1,640,427

0.47

(2) Cash-settled derivatives:

2,314,797

0.66

216,014

0.06

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

112,000

0.03

115,300

0.03

 

     TOTAL:

2,519,434

0.72

1,971,741

0.56

 

 

 

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

227,876

42.7500 USD

42.2750 USD

common stock

Sales

295,517

42.8100 USD

42.2750 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

CFD

Opening a long position

80,300

33.0578 GBP

common stock

CFD

Opening a short position

1,603

42.4040 USD

common stock

CFD

Reducing a short position

1,603

42.4648 USD

common stock

CFD

Increasing a long position

18,562

42.4859 USD

common stock

CFD

Increasing a long position

4,640

42.4859 USD

common stock

CFD

Increasing a short position

17,591

42.5020 USD

common stock

CFD

Increasing a short position

11,727

42.5020 USD

common stock

CFD

Increasing a short position

1,128

42.5221 USD

common stock

CFD

Reducing a short position

947

42.5334 USD

common stock

CFD

Reducing a short position

1,420

42.5336 USD

common stock

CFD

Increasing a long position

9,240

42.6600 USD

common stock

CFD

Increasing a long position

2,331

42.6600 USD

common stock

CFD

Reducing a short position

17

42.6990 USD

common stock

CFD

Increasing a long position

6,161

42.6990 USD

common stock

CFD

Increasing a long position

1,539

42.6990 USD

common stock

CFD

Reducing a long position

91

42.7000 USD

common stock

CFD

Reducing a long position

94

42.7000 USD

common stock

CFD

Increasing a long position

185

42.7000 USD

common stock

CFD

Opening a short position

8,796

42.7009 USD

common stock

CFD

Increasing a short position

252

42.7043 USD

common stock

CFD

Increasing a short position

500

42.7530 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:

11 July 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.

 

SUPPLEMENTAL FORM 8(OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT 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:

GOLDMAN SACHS & CO. LLC

     Name of offeror/offeree in relation to whose relevant securities 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

Type

e.g. American, European etc.

Expiry date

common stock

Call Option

Sold

3,300

42.5000 USD

AMER

19/07/2024

common stock

Put Option

Sold

112,000

40.0000 USD

AMER

19/07/2024

common stock

Put Option

Purchased

112,000

45.0000 USD

AMER

19/07/2024

 

 

3.         AGREEMENTS TO PURCHASE OR SELL

 

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 Supplement form (Open Positions) with regard to cash-settled derivatives.

 

 The currency of all pieces 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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END
 
 
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