Source - LSE Regulatory
RNS Number : 0701W
J.P. Morgan Securities 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:

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

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, 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:

911,369

0.26

3,074,949

0.89

(2) Cash-settled derivatives:

 

3,119,437

0.90

706,780

0.20

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

239,320

0.07

219,920

0.06

 

     TOTAL:

4,270,126

1.23

4,001,649

1.15

 

 

All interests and all short positions should be disclosed.

 

 

Details of any open stock-settled derivative positions (including traded option         s), 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

 

 

Sales

35,354

 147,444

 

 60,192

 147,444

42.7070 USD

42.4646 GBP

 

42.7700 USD

42.4646 GBP

42.3000 USD

42.4646 GBP

 

42.3000 USD

42.4646 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

 

common stock

 

Equity Swaps

Increase Short

 

Decrease Long

 

Increase Long

537

 

 592

 

 7,700

 18,590

42.5385 USD

 

42.7025 USD

 

42.5190 USD

33.0536 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(USD)

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

 

 

 

 

 

 

 

 

 

(ii)                   

 

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:

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

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit(USD)

Type

e.g. American, European etc.

Expiry date

common stock

 

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

Call Option

Call Option

Call Option

Call Option

Purchased

Written

Purchased

Written

Written

Written

Purchased

Written

Purchased

Purchased

Purchased

Written

Purchased

Purchased

Written

Written

Written

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

26,500 20,600

 5,800

100,000

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

50.0

50.0

50.0

47.5

American

American

American

American

American

American

American

American

American

American

American

American

European

American

American

American

American

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

16/08/2024

16/08/2024

16/08/2024

19/07/2024

 

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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END
 
 
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