Form 8.3 - International Paper Company

LMR Partners LLP

24 May 2024

 

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:	LMR Partners LLP
(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:	N/A
(e) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	23 May 2024
(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"	DS Smith 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:	Ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:			1,201,191	0.35%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	634,418	0.39%	163,271	0.29%
TOTAL:	634,418	0.39%	1,364,462	0.64%

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 (USD)
Common stock	Sale	50,000	44.1086
Common stock	Sale	1,494	44.052691
Common stock	Sale	32,500	43.034
Common stock	Sale	10,000	42.8987
Common stock	Sale	15,000	44.1143
Common stock	Sale	10,000	44.1317
Common stock	Sale	15,000	43.4573
Common stock	Sale	7,500	44.0392
Common stock	Sale	2,500	44.07
Common stock	Sale	10,000	44.0246
Common stock	Sale	5,000	43.745
Common stock	Sale	5,000	43.5001
Common stock	Sale	5,000	43.4815
Common stock	Sale	5,000	43.0002
Common stock	Sale	46,567	42.9407
Common stock	Sale	5,000	43.0096
Common stock	Sale	2,500	42.8624
Common stock	Sale	2,500	42.8
Common stock	Sale	2,000	42.82

(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 (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 (USD)
Common stock	Put option	Purchasing	396	35	American	21/06/2024	0.15
Common stock	Put option	Purchasing	41,463	40	American	19/07/2024	0.8711
Common stock	Put option	Writing	47,426	37.5	American	19/07/2024	0.361

(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?

Yes

Date of disclosure:	24 May 2024
Contact name:	Krys Kisala
Telephone number:	[phone] [e-mail] [e-mail]

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, 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:	LMR Partners LLP
Name of offeror/offeree in relation to whose relevant securities the 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	Put option	Purchased	-37,462	35	American	17/01/2025
Common stock	Put option	Purchased	-84,052	35	American	18/10/2024
Common stock	Call option	Written	-149,878	50	American	18/10/2024
Common stock	Call option	Purchased	347,424	42.5	American	18/10/2024
Common stock	Call option	Purchased	68,021	42.5	American	21/06/2024
Common stock	Put option	Written	3,499	37.5	American	21/06/2024
Common stock	Call option	Purchased	152,329	45	American	20/09/2024
Common stock	Call option	Purchased	19,216	37.5	American	21/06/2024
Common stock	Put option	Purchased	-293	30	American	21/06/2024
Common stock	Put option	Written	23,844	38	American	21/06/2024
Common stock	Call option	Written	-134,955	45	American	21/06/2024
Common stock	Put option	Written	42,426	37.5	American	19/07/2024
Common stock	Put option	Purchased	-41,463	40	American	19/07/2024

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 [phone].

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

 

END