Goldman Sachs & Co. LLC Form 8.5 (EPT/NON-RI) -International Paper Company

RNS Number : 8223U

Goldman Sachs & Co. LLC

02 July 2024

 

 

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 relates:      Use a separate form for each offeror/offeree	INTERNATIONAL PAPER COMPANY
(c) Name of the party to the offer with which exempt principal trader is connected:	SMITH (DS) PLC
(d) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	01 July 2024
(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 - disclosed previously for SMITH (DS) 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 and/or controlled:	345,933.122	0.09	805,226.122	0.23
(2) Cash-settled derivatives:	1,197,626	0.34	148,795	0.04
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	112,000	0.03	155,300	0.04
TOTAL:	1,655,559.122	0.47	1,109,321.122	0.31

 

 

 

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	159,994	43.4650 USD	42.7050 USD
common stock	Sales	250,858	43.4550 USD	42.7050 USD

 

 

 

(b)        Cash-settled derivative transactions

 

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
common stock	CFD	Opening a long position	79,500	33.8882 GBP
common stock	CFD	Opening a long position	336	42.9208 USD
common stock	CFD	Increasing a short position	1,831	42.9351 USD
common stock	CFD	Increasing a short position	2,746	42.9352 USD
common stock	CFD	Reducing a short position	204	42.9467 USD
common stock	CFD	Reducing a short position	307	42.9467 USD
common stock	CFD	Reducing a long position	8,650	42.9510 USD
common stock	CFD	Increasing a short position	4,711	42.9602 USD
common stock	CFD	Increasing a short position	3,142	42.9602 USD
common stock	CFD	Increasing a short position	4,454	43.0399 USD
common stock	CFD	Increasing a short position	3,721	43.0399 USD
common stock	CFD	Increasing a short position	4,589	43.0399 USD
common stock	CFD	Increasing a short position	644	43.1500 USD
common stock	CFD	Reducing a short position	329	43.1500 USD
common stock	CFD	Reducing a short position	315	43.1500 USD
common stock	CFD	Increasing a short position	677	43.1692 USD
common stock	CFD	Increasing a long position	700	43.2507 USD
common stock	CFD	Reducing a short position	21,708	43.3391 USD
common stock	CFD	Reducing a long position	496	43.3410 USD
common stock	CFD	Reducing a long position	68	43.3410 USD
common stock	CFD	Increasing a short position	300	43.3430 USD
common stock	CFD	Increasing a long position	396	43.3553 USD
common stock	CFD	Reducing a short position	5,500	43.3649 USD
common stock	SWAP	Increasing a long position	85	43.3400 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 e.g. American, European etc.	Expiry date	Option money paid/ received per unit

 

(ii)        Exercise

 

Class of relevant security	Product description e.g. call option	Exercising / exercised against	Number of securities	Exercise price per unit

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

 

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:	02 July 2024
Contact name:	Papa Lette and Andrzej Szyszka
Telephone number:	[phone] / [phone]

 

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 [phone].

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

SUPPLEMENTAL FORM 8(OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT 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:	GOLDMAN SACHS & CO. LLC
Name of offeror/offeree in relation to whose relevant securities disclosure relates:	INTERNATIONAL PAPER COMPANY

 

 

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	Type e.g. American, European etc.	Expiry date
common stock	Call Option	Sold	43,300	42.5000 USD	AMER	19/07/2024
common stock	Put Option	Sold	112,000	40.0000 USD	AMER	19/07/2024
common stock	Put Option	Purchased	112,000	45.0000 USD	AMER	19/07/2024

 

 

3.         AGREEMENTS TO PURCHASE OR SELL

 

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 Supplement form (Open Positions) with regard to cash-settled derivatives.

 

 The currency of all pieces 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 [phone].

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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