REG - Goldman Sachs & Co. International Paper - Form 8.5 (EPT/NON-RI) - INTERNATIONAL PAPER CO

International Paper CoAnnouncement

04/02/2025 12:00

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RNS Number : 8729V  Goldman Sachs & Co. LLC  04 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:                                             GOLDMAN SACHS & CO. LLC
 (b) Name of offeror/offeree in relation to whose relevant securities this form   INTERNATIONAL PAPER COMPANY
 relates:

      Use a separate form for each offeror/offeree
 (c) Name of the party to the offer with which exempt principal trader is         SMITH (DS) PLC
 connected:
 (d) Date position held/dealing undertaken:                                       03 February 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 exempt principal trader     YES - disclosed previously for SMITH (DS) PLC
 making 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 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:                     756,340.122    0.21   977,281.122    0.28
 (2) Cash-settled derivatives:                                        3,348,882      0.96   695,677        0.20
 (3) Stock-settled derivatives (including options) and agreements to  0              0.00   0              0.00
 purchase/sell:
                                                                      4,105,222.122  1.17   1,672,958.122  0.48

      TOTAL:

 

 

 

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 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         528,165                     55.9200 USD                           54.5700 USD
 common stock                Sales             467,620                     55.9168 USD                           54.6900 USD

 

 

 

(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
 common stock                CFD                  Opening a short position                                                       1,000                           54.5738 USD
 common stock                CFD                  Reducing a long position                                                       500                             54.5738 USD
 common stock                CFD                  Opening a long position                                                        363                             55.1906 USD
 common stock                CFD                  Opening a short position                                                       6,702                           55.1918 USD
 common stock                CFD                  Opening a long position                                                        223                             55.1925 USD
 common stock                CFD                  Increasing a short position                                                    2,927                           55.3495 USD
 common stock                CFD                  Increasing a long position                                                     100                             55.5435 USD
 common stock                CFD                  Reducing a short position                                                      4,903                           55.5633 USD
 common stock                CFD                  Reducing a short position                                                      405                             55.6232 USD
 common stock                CFD                  Increasing a long position                                                     8,600                           55.6435 USD
 common stock                CFD                  Reducing a short position                                                      6,702                           55.7657 USD
 common stock                CFD                  Reducing a short position                                                      33                              55.8224 USD
 common stock                CFD                  Opening a long position                                                        1,946                           55.8275 USD
 common stock                CFD                  Opening a long position                                                        23                              55.8290 USD
 common stock                CFD                  Reducing a long position                                                       4,740                           55.8310 USD
 common stock                CFD                  Reducing a long position                                                       591                             55.8325 USD
 common stock                SWAP                 Reducing a long position                                                       201                             55.8300 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  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 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?  NO

 

 

 Date of disclosure:  04 February 2025
 Contact name:        Papa Lette and Andrzej Szyszka
 Telephone number:    +33(1) 4212 1459 / +48(22) 317 4817

 

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) .

 

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