FORM 8.3
PUBLIC OPENING POSITION
DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN
RELEVANT SECURITIES REPRESENTING 1% OR
MORE
Rule 8.3 of the Takeover Code
(the "Code")
1.
KEY INFORMATION
|
(a)
Full name of discloser:
|
JPMorgan Asset Management
|
|
(b)
Owner or controller of interests and short
positions disclosed, if different from
1(a):
The naming of nominee or vehicle
companies is
insufficient. For a trust, the trustee(s), settlor
and
beneficiaries must be named.
|
N/A
|
|
(c)
Name of offeror/offeree in relation to whose
relevant
securities this form relates:
Use a separate form for each
offeror/offeree
|
International Paper Company
|
|
(d)
If an exempt fund manager connected with an
offeror/offeree, state this and specify identity
of
offeror/offeree:
|
Corporate broker to Smith (DS) Plc
|
|
(e)
Date position held/dealing undertaken:
For an opening position disclosure,
state the latest
practicable date prior to the
disclosure
|
17
January 2025
|
|
(f)
In addition to the company in 1(c) above, is the
discloser
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, Smith (DS) plc
|
2.
POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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(c), 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:
|
6,797,211*
|
1.96*
|
475,437
|
0.14
|
|
(2)
Cash-settled derivatives:
|
6,200
|
0.00
|
212,423
|
0.06
|
|
(3)
Stock-settled derivatives (including options) and agreements to
purchase/sell:
|
|
|
|
|
|
TOTAL:
|
6,803,411*
|
1.96*
|
687,860
|
0.20
|
*In addition to the dealings
in section 3a or b, there is a increase in the holding of 3,192
Ordinary Shares due to a transfer
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 PERSON MAKING THE
DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), 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
|
Purchase/sale
|
Number of
securities
|
Price per
unit
|
|
common
stock
|
Purchase
Purchase
Purchase
Purchase
Sale
Sale
|
39
4
36
7
396
7
|
56.7700 USD
56.7800 USD
56.7900 USD
56.8500 USD
56.9300 USD
56.8000 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
|
|
|
|
|
|
|
(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 person 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 person 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:
|
20
January 2025
|
|
Contact name:
|
Hetvi Shah
|
|
Telephone number*:
|
44
2034936359
|
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.
*If the discloser is a natural person, a telephone number does
not need to be included, provided contact information has been
provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.