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RNS Number : 5177V Bank of New York Mellon Corp. (The) 31 January 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: The Bank of New York Mellon Corporation and its subsidiaries, 1. The Bank of
New York Mellon, 2. BNY Mellon Investment Adviser, Inc., 3. Mellon Investments
Corporation, 4. BNY Mellon, National Association, 5. Pershing LLC, 6. BNY
Mellon Advisors, Inc. 7. BNY Mellon Trust of Delaware, 8. BNY Mellon
Securities Corporation
(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 N/A
and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: 30 January 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, we have reported in respect to the Offeree Smith (DS) plc
disclosures in respect of any other party to the offer?
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: 4,367,957(1,2) 1.26%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell:
TOTAL: 4,367,957(1,2) 1.26%
( )
(1) The Bank of New York Mellon Corporation and its subsidiaries do not have
discretion regarding voting decisions in respect of 553,738 shares that are
included in the total above.
(2) The change in the holding of 719 shares since the last disclosure on
30(th) January 2025 is due to the Transfer In of discretionary holdings.
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
Common Stock Purchase 160 USD 55.02
Common Stock Purchase 65 USD 56.13
Common Stock Purchase 120 USD 56.55
Common Stock Purchase 10 USD 56.56
Common Stock Purchase 1,010 USD 57.2847
Common Stock Sale 220 USD 55.02
Common Stock Sale 190 USD 56.535
Common Stock Sale 10 USD 56.75
Common Stock Sale 23 USD 57.4577
Common Stock Sale 1,810 USD 57.05
Common Stock Sale 2,840 USD 57.05
Common Stock Purchase 416 USD 56.6897
Common Stock Purchase 11.666 USD 56.99
Common Stock Purchase 2 USD 57.0669
Common Stock Purchase 48 USD 57.505
Common Stock Purchase 320.028 USD 57.5067
Common Stock Purchase 490.754 USD 57.5087
Common Stock Purchase 25.461 USD 57.5107
Common Stock Purchase 8.296 USD 57.5116
Common Stock Purchase 4.949 USD 57.52
Common Stock Purchase 306 USD 57.5237
Common Stock Purchase 12 USD 57.53
Common Stock Sale 11.167 USD 57.4956
Common Stock Purchase 225 USD 56.84
Common Stock Sale 30 USD 57.00
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD 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.
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
(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? No
Date of disclosure: 31 January 2025
Contact name: Andrew Weiser
Telephone number*: 516 338 3752
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) .
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