FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader:
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J.P. Morgan Securities Plc
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(b) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
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Smith (DS) plc
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(c) Name of the party to the offer with which exempt principal trader is connected:
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Corporate broker to Smith (DS) plc
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(d) Date dealing undertaken:
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16 May 2024
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(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?
If it is a cash offer or possible cash offer, state "N/A"
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Yes, International Paper Company
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2. DEALINGS 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 2(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
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Purchases/ sales
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Total number of securities
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Highest price per unit paid/received
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Lowest price per unit paid/received
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10p ordinary
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Purchase
Sale
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2,134,035
1,059,734
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3.7048 GBP
3.6990 GBP
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3.6600 GBP
3.6579 GBP
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(b) Cash-settled derivative transactions
Class of relevant security
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Product description
e.g. CFD
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Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
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Number of reference securities
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Price per unit
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10p ordinary
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Equity Swap
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Decrease Long
Decrease Short
Increase Long
Increase Short
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2,870
45,124
5,785
906
1,445
16
1,934
4,608
741
4,604
12,899
4,138
146,150
109,341
9,609
3,896
16,873
57,410
146,150
25,906
60,111
146,150
7,311
8,033
9,828
280
4,741
8,418
3,388
2,150
466
38,400
504,816
2,141
116,526
643,300
5,110
29,747
24,186
200,000
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3.6902 GBP
3.6931 GBP
3.6933 GBP
3.6579 GBP
3.6601 GBP
3.6650 GBP
3.6742 GBP
3.6794 GBP
3.6800 GBP
3.6831 GBP
3.6834 GBP
3.6863 GBP
3.6872 GBP
3.6874 GBP
3.6877 GBP
3.6878 GBP
3.6881 GBP
3.6883 GBP
3.6933 GBP
3.6936 GBP
3.6940 GBP
3.6976 GBP
3.6660 GBP
3.6735 GBP
3.6896 GBP
3.6601 GBP
3.6610 GBP
3.6619 GBP
3.6640 GBP
3.6689 GBP
3.6759 GBP
3.6762 GBP
3.6792 GBP
3.6846 GBP
3.6898 GBP
3.6901 GBP
3.6930 GBP
3.6940 GBP
3.6942 GBP
3.7048 GBP
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
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Product description e.g. call option
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Writing, purchasing, selling, varying etc.
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Number of securities to which option relates
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Exercise price per unit
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Type
e.g. American, European etc.
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Expiry date
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Option money paid/ received per unit
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(ii) Exercise
Class of relevant security
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Product description
e.g. call option
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Exercising/ exercised against
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Number of securities
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Exercise price per unit
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(d) Other dealings (including subscribing for new securities)
Class of relevant security
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Nature of dealing
e.g. subscription, conversion
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Details
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Price per unit (if applicable)
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3. 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"
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None
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(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"
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None
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Date of disclosure:
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17 May 2024
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Contact name:
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Natasha Mondon
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Telephone number:
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01202 325175
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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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.