REG - BkofA Merrill Lynch International Paper - 20250131_INT PAPER CO_8.5 EPT NON-RI_UK_BOFAS

International Paper CoAnnouncement

03/02/2025 11:30

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RNS Number : 6799V  Bank of America Merrill Lynch  03 February 2025

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:                                        BofA Securities, Inc.
 (b)  Name of offeror/offeree in relation to whose                            INTERNATIONAL PAPER CO

 relevant securities this form relates:
    Use a separate form for each offeror/offeree
 (c)  Name of the party to the offer with which exempt principal trader is    INTERNATIONAL PAPER CO
    connected:
 (d)  Date position held/dealing undertaken:                                  31/01/2025
    For an opening position disclosure, state the latest

 practicable date prior to the disclosure
 (e)  In addition to the company in 1(b) above, is the                        YES

 exempt principal trader making disclosures in
If YES, specify which:

 respect of any other party to the offer?
(DS SMITH PLC)
    If it is a cash offer or possible cash offer, state "N/A"

BofA Securities, Inc.

 (b)  Name of offeror/offeree in relation to whose

relevant securities this form relates:
      Use a separate form for each offeror/offeree

INTERNATIONAL PAPER CO

 (c)  Name of the party to the offer with which exempt principal trader is
      connected:

INTERNATIONAL PAPER CO

 (d)  Date position held/dealing undertaken:
      For an opening position disclosure, state the latest

practicable date prior to the disclosure

31/01/2025

 (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

If YES, specify which:

(DS SMITH 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        5,228,854  1.505%  4,763,792  1.372%

 and/or controlled:
 (2)  Cash-settled derivatives:        52,050     0.015%  369,412    0.106%
 (3)  Stock-settled derivatives        0          0%      13,600     0.004 %

 (including options) and

 agreements to purchase/sell:
 TOTAL:                                5,280,904  1.520%  5,146,804  1.482%

5,228,854

1.505%

4,763,792

1.372%

 (2)  Cash-settled derivatives:

52,050

0.015%

369,412

0.106%

 (3)  Stock-settled derivatives

(including options) and

agreements to purchase/sell:

0

0%

13,600

0.004 %

TOTAL:

5,280,904

1.520%

5,146,804

1.482%

 

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   N/A

which subscription right exists:
 Details, including nature of the rights     N/A

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/  Total number of securities  Highest price   Lowest price

sales
per unit
per unit

paid/received
paid/received
 1p ordinary                 Purchase    1,365,302                   58.11 USD       55.62 USD
 1p ordinary                 Sale        1,616,223                   58.03 USD       55.41 USD

 

 (b)  Cash-settled derivative transactions

 Class of            Product description   Nature of dealing                            Number of reference securities  Price per unit

relevant security
e.g. CFD
e.g. opening/closing a

long/short position, increasing/reducing a

long/short position
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    4                               55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    98                              55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    39                              55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    10                              55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    1                               55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    8                               55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    25                              55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    4,849                           55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    16                              55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    2,086                           55.632 USD
 common stock        Swaps - Equity Swaps  Increasing a Short Position                  18,130                          55.63 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    318                             55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    1,885                           55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    290                             55.632 USD
 common stock        Swaps - Equity Swaps  Reducing a Short Position                    65                              55.632 USD

 

 (c)  Stock-settled derivative transactions (including options)

 (i)  Writing, selling, purchasing or varying

 Class               Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number                               Exercise   Type                           Expiry date  Option money paid/ received per unit

of
of
price
e.g. American, European etc.

relevant security
securities to which option relates
per unit
 N/A                 N/A                                   N/A                                         N/A                                  N/A        N/A                            N/A          N/A

 

 (ii)  Exercise

 Class of relevant security  Product description  Exercising/  Number of    Exercise Price per

e.g. call option
exercised
securities
unit

against
 N/A                         N/A                  N/A          N/A          N/A

 

 (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
 N/A                         N/A                             N/A      N/A

 

 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:  03/02/2025
 Contact name:        Frank Lui
 Telephone number:    +44207 996 6418

 

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
(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:          BofA Securities, Inc.
 Name of offeror/offeree in relation to whose    INTERNATIONAL PAPER CO

relevant securities the disclosure relates:

BofA Securities, Inc.

 Name of offeror/offeree in relation to whose

relevant securities the disclosure relates:

INTERNATIONAL PAPER CO

 2.                          STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
 Class of relevant security  Product description  Written or purchased  Number of securities to which option or derivative relates  Exercise price per unit  Type        Expiry date

e.g. call
e.g.

option
American,

European

etc.
 common stock                Call Equity Options  Short                 13,600                                                      57 USD                   AMERICAN    07/02/2025
 common stock                OTC Derivatives      Short                 3,013                                                                                            18/03/2025

 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:
 None

 

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

dealing 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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