REG - D E Shaw & Co LP Smith (DS) PLC International Paper - Form 8.3 - International Paper Company

DS SmithAnnouncement

03/02/2025 14:00

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RNS Number : 7034V  D E Shaw & Co LP  03 February 2025

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                      D. E. Shaw & Co., L.P.
 (b) Owner or controller of interests and short positions disclosed, if
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form   International Paper Company
 relates:

      Use a separate form for each offeror/offeree
 (d) If an exempt fund manager connected with an offeror/offeree, state this
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       January 31, 2025

      For an opening position disclosure, state the latest practicable date
 prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making           Yes, the discloser has previously made disclosures in respect of Smith (DS)
 disclosures in respect of any other party to the offer?                          plc

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

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(c), 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:                     28,309   0.00%  2,317,862  0.66%
 (2) Cash-settled derivatives:
 (3) Stock-settled derivatives (including options) and agreements to  148,000  0.04%  295,600    0.08%
 purchase/sell:
 TOTAL:                                                               176,309  0.05%  2,613,462  0.75%

 

 

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 PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), 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  Purchase/sale  Number of securities  Price per unit

 

 

(b)        Cash-settled derivative transactions

 

 

 Class of relevant security  Product description e.g. CFD  Nature of dealing                                                              Number of reference securities  Price per unit

                                                           e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                           position

 

 

(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                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.
 common stock                Listed Put Option                     Writing                                     90,000                                        USD 53.00                American                       20250221     USD 0.60

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option
 common stock                Listed Put Option    Exercised against              9,400                 USD 57.00
 common stock                Listed Put Option    Exercised against              1,400                 USD 59.00
 common stock                Listed Put Option    Exercised against              5,000                 USD 60.00

 

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion

 

 

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 person
 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 person 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:  February 3, 2025
 Contact name:        Kevin Krist (Compliance Department)
 Telephone number*:   +44 (0) 20 7409 4420

 

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.

 

*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel's Market
Surveillance Unit.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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:                                D. E. Shaw & Co., L.P.
 Name of offeror/offeree in relation to whose relevant securities the  International Paper Company
 disclosure relates:

 

 

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                           Expiry date

                                                                                                                                                                              e.g. American, European etc.
 common stock                Listed Call Option                    Purchased              50,000                                                     USD 52.50                American                       20250620
 common stock                Listed Call Option                    Purchased              2,100                                                      USD 67.50                American                       20250919
 common stock                Listed Call Option                    Purchased              5,900                                                      USD 75.00                American                       20250919
 common stock                Listed Put Option                     Purchased              50,000                                                     USD 47.50                American                       20250620
 common stock                Listed Put Option                     Purchased              200                                                        USD 60.00                American                       20250620
 common stock                Listed Put Option                     Purchased              5,000                                                      USD 62.50                American                       20250620
 common stock                Listed Put Option                     Purchased              400                                                        USD 65.00                American                       20250620
 common stock                Listed Call Option                    Written                240,000                                                    USD 60.00                American                       20250207
 common stock                Listed Put Option                     Written                90,000                                                     USD 53.00                American                       20250221

 

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
(http://www.thetakeoverpanel.org.uk) .

 

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