Form 8 (OPD) (Amended) International Paper Company

Smith (DS) PLC

05 April 2024

 

 FORM 8 (OPD)

Amendment to section 3(a) to reflect derivatives held by Goldman Sachs Bank Europe SE as cash-settled, not stock-settled

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	DS SMITH PLC
(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) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	3 April 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"	YES If yes, specify which DISCLOSED PREVIOUSLY FOR DS SMITH PLC AND MONDI PLC

2.         POSITIONS OF THE PARTY TO THE OFFER 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

Class of relevant security:	Common stock
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests of connected advisers Goldman Sachs & Co. LLC Class of relevant security: Common stock Interests Short positions Number %* Number %* (1) Relevant securities owned and/or controlled: 25,417 0.01 651,086 0.19 (2) Cash-settled derivatives: 277,808 0.08 969,456 0.28 (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0.00 0 0.00      TOTAL: 303,225 0.09 1,620,542 0.47 Goldman Sachs Bank Europe SE Class of relevant security: Common stock Interests Short positions Number %* Number %* (1) Relevant securities owned and/or controlled: 0 0.00 0 0.00 (2) Cash-settled derivatives: 0 0.00 5,800 0.00 (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0.00 0 0.00      TOTAL: 0 0.00 5,800 0.00 Folio Investments, Inc. Class of relevant security: Common stock Interests Short positions Number %* Number %* (1) Relevant securities owned and/or controlled: 31 0.00 0 0.00 (2) Cash-settled derivatives: 0 0.00 0 0.00 (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0.00 0 0.00      TOTAL: 31 0.00 0 0.00 J.P. Morgan Chase Bank, N.A. Class of relevant security: Common stock Interests Short positions Number %* Number %* (1) Relevant securities owned and/or controlled: Nil Nil Nil Nil (2) Cash-settled derivatives: Nil Nil Nil Nil (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil      TOTAL: Nil Nil Nil Nil Citibank N.A. Class of relevant security: Common stock Interests Short positions Number %* Number %* (1) Relevant securities owned and/or controlled: Nil     Nil Nil Nil (2) Cash-settled derivatives: Nil Nil Nil Nil (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil      TOTAL: Nil Nil           Nil Nil *Percentages have been given to two decimal places.

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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 party to the offer making the disclosure or any person acting in concert with it: 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 party to the offer making the disclosure, or any person acting in concert with it, 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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

Date of disclosure:	5 April 2024
Contact name:	Iain Simm, Group General Counsel and Company Secretary
Telephone number:	[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.

 

END