REG - Bank of NY Mel Corp International Paper - Form 8.3 - International Paper Company

International Paper CoAnnouncement

03/02/2025 15:30

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RNS Number : 7164V  Bank of New York Mellon Corp. (The)  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:                                                      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:                                       31 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 are reporting 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:                     4,727,134(1,2)  1.36%
 (2) Cash-settled derivatives:

 (3) Stock-settled derivatives (including options) and agreements to
 purchase/sell:
      TOTAL:                                                          4,727,134(1,2)  1.36%

( )

(1) The Bank of New York Mellon Corporation and its subsidiaries do not have
discretion regarding voting decisions in respect of 754,281 shares that are
included in the total above.

 

(2) The change in the holding of 326 shares since the last disclosure on
31(st) 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                Sale           140                   USD 56.5449

 Common Stock                Purchase       100                   USD 55.74

 Common Stock                Purchase       160                   USD 55.75

 Common Stock                Purchase       830                   USD 56.7661

 Common Stock                Purchase       140                   USD 56.8896

 Common Stock                Purchase       35                    USD 57.09

 Common Stock                Purchase       5                     USD 57.72

 Common Stock                Sale           1,010                 USD 55.726

 Common Stock                Sale           10                    USD 56.15

 Common Stock                Sale           20                    USD 56.48

 Common Stock                Sale           25,590                USD 56.5449

 Common Stock                Sale           340                   USD 56.8938

 Common Stock                Sale           825                   USD 57.5588

 Common Stock                Purchase       28                    USD 55.46

 Common Stock                Purchase       248,487               USD 55.627

 Common Stock                Sale           517                   USD 55.63

 Common Stock                Purchase       136,833               USD 55.627

 Common Stock                Purchase       40.316                USD 56.245

 Common Stock                Purchase       245.293               USD 56.2499

 Common Stock                Purchase       29.059                USD 56.265

 Common Stock                Purchase       189.311               USD 56.2691

 Common Stock                Purchase       190.592               USD 56.2696

 Common Stock                Sale           1                     USD 55.54

 Common Stock                Sale           6.66                  USD 55.555

 Common Stock                Sale           1.878                 USD 55.735

 

(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:  03 February 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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