REG - JP Morgan Sec LLC International Paper - Form 8.5 (EPT/NON-RI)-International Paper Company

International Paper CoAnnouncement

03/02/2025 11:45

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RNS Number : 6849V  J.P. Morgan Securities LLC  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:                                             J.P. Morgan Securities 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         Corporate broker to Smith (DS) plc
 connected:
 (d) Date position held/dealing undertaken:                                       31 January 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, 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:                     1,080,228   0.31   11,239,923  3.24
 (2) Cash-settled derivatives:                                        10,841,009  3.12   41,632      0.01

 (3) Stock-settled derivatives (including options) and agreements to  3,542,400   1.02   650,000     0.19
 purchase/sell:
                                                                      15,463,637  4.45   11,931,555  3.44

      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                  1,369,687                   57.7700 USD                           55.3685 USD

                                       Sales             1,480,840                  57.6100 USD                           55.4600 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                Equity Swaps         Decrease Long                                                                  10,000                          55.7168 USD

                                                                                                                                  1,204                          56.4353 USD

                                                  Increase Short                                                                  300                            55.8956 USD

                                                  Increase Long                                                                   103,261                        56.6048 USD

                                                                                                                                  10,000                         55.9488 USD

                                                                                                                                  26,100                         45.4889 USD

                                                  Opening a short position                                                        150                            55.6306 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(USD)  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                           e.g. American, European etc.

 

(ii)

 

 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?  Yes

 

 

 Date of disclosure:  03 February 2025
 Contact name:        Hetvi Shah
 Telephone number:    44 2034 936359

 

    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:                                J.P. Morgan Securities LLC
 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(USD)  Type                           Expiry date

                                                                                                                                                                                   e.g. American, European etc.
 common stock                Put Option                            Purchased             592,000                                                     28.84                         European                       27/02/2025

                             Call Option                           Written               38,000                                                      55.0                          American                       21/02/2025

                             Put Option                            Written               3,484,400                                                   40.20                         American                       19/09/2025

                             Call Option                           Purchased             20,000                                                      60.00                         American                       21/02/2025

 

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:

 

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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