Goldman Sachs & Co. LLC Form 8.5 (EPT/NON-RI) - PAPER CO

RNS Number : 6334W

Goldman Sachs & Co. LLC

16 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	15 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:	71,349	0.02	2,012,411	0.57
(2) Cash-settled derivatives:	2,636,596	0.75	170,165	0.04
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	112,000	0.03	115,300	0.03
TOTAL:	2,819,945	0.81	2,297,876	0.66

 

 

 

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	223,736	44.2450 USD	43.4900 USD
common stock	Sales	379,344	44.2500 USD	43.4950 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	78,600	33.7221 GBP
common stock	CFD	Reducing a long position	68,500	43.6300 USD
common stock	CFD	Opening a long position	68,500	43.6300 USD
common stock	CFD	Increasing a short position	21	43.6419 USD
common stock	CFD	Increasing a short position	14	43.6419 USD
common stock	CFD	Reducing a long position	2,408	43.7291 USD
common stock	CFD	Reducing a short position	15,897	43.8062 USD
common stock	CFD	Reducing a short position	10,599	43.8062 USD
common stock	CFD	Reducing a short position	122	43.9172 USD
common stock	CFD	Reducing a long position	6,002	43.9378 USD
common stock	CFD	Increasing a long position	14,986	43.9625 USD
common stock	CFD	Increasing a long position	3,797	43.9626 USD
common stock	CFD	Reducing a short position	1,200	43.9688 USD
common stock	CFD	Reducing a short position	1,436	43.9688 USD
common stock	CFD	Reducing a short position	1,479	43.9688 USD
common stock	CFD	Reducing a short position	227	44.0692 USD
common stock	CFD	Reducing a short position	152	44.0692 USD
common stock	CFD	Increasing a long position	3	44.1190 USD
common stock	CFD	Increasing a long position	14	44.1190 USD
common stock	CFD	Increasing a long position	968	44.1330 USD
common stock	CFD	Reducing a long position	603	44.1410 USD
common stock	CFD	Reducing a long position	1,544	44.1425 USD
common stock	CFD	Increasing a short position	2,508	44.1444 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:	16 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	3,300	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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END

 

 

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