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

RNS Number : 3879U

Goldman Sachs & Co. LLC

28 June 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	27 June 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:	200,370.122	0.06	725,563.122	0.20
(2) Cash-settled derivatives:	1,186,333	0.34	89,390	0.02
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	117,800	0.03	161,100	0.04
TOTAL:	1,504,503.122	0.43	976,053.122	0.28

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

1,110,998

43.6300 USD

41.4900 USD

common stock

Sales

996,566

43.6700 USD

42.0000 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	Increasing a long position	4,444	33.9748 GBP
common stock	CFD	Reducing a long position	5,649	41.5011 USD
common stock	CFD	Reducing a long position	5,501	41.5011 USD
common stock	CFD	Reducing a long position	3,850	41.5011 USD
common stock	CFD	Increasing a long position	333	42.0350 USD
common stock	CFD	Reducing a long position	2,250	42.2121 USD
common stock	CFD	Reducing a long position	2,191	42.2121 USD
common stock	CFD	Reducing a long position	1,534	42.2121 USD
common stock	CFD	Reducing a short position	6,954	42.3444 USD
common stock	CFD	Reducing a short position	4,636	42.3444 USD
common stock	CFD	Opening a long position	23,938	42.3951 USD
common stock	CFD	Increasing a long position	16,259	42.4015 USD
common stock	CFD	Increasing a long position	1,003	42.4155 USD
common stock	CFD	Increasing a long position	592	42.4177 USD
common stock	CFD	Reducing a long position	940	42.5027 USD
common stock	CFD	Opening a short position	4,716	42.6159 USD
common stock	CFD	Opening a short position	7,075	42.6160 USD
common stock	CFD	Increasing a long position	19,497	42.6428 USD
common stock	CFD	Opening a long position	11,408	42.6516 USD
common stock	CFD	Increasing a short position	11,558	42.6992 USD
common stock	CFD	Increasing a short position	17,336	42.6992 USD
common stock	CFD	Increasing a long position	1,481	42.9186 USD
common stock	CFD	Increasing a long position	1,522	42.9186 USD
common stock	CFD	Increasing a long position	1,037	42.9186 USD
common stock	CFD	Reducing a long position	13,375	42.9277 USD
common stock	CFD	Increasing a short position	1,077	42.9477 USD
common stock	CFD	Reducing a long position	6,032	43.0549 USD
common stock	CFD	Reducing a long position	80	43.1225 USD
common stock	CFD	Reducing a long position	78	43.1225 USD
common stock	CFD	Reducing a long position	55	43.1225 USD
common stock	CFD	Reducing a short position	271	43.2490 USD
common stock	CFD	Opening a short position	23,039	43.2509 USD
common stock	CFD	Increasing a short position	57	43.2543 USD
common stock	CFD	Reducing a short position	1,903	43.2754 USD
common stock	CFD	Opening a long position	940	43.3399 USD

(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

common stock

Put Option / (1.00 : 100.00)

Purchasing

1,178 (117,800)

45.0000 USD

AMERICAN

19/07/2024

2.8000 USD

common stock

Put Option / (1.00 : 100.00)

Selling

1,178 (117,800)

40.0000 USD

AMERICAN

19/07/2024

0.4500 USD

(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

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:	28 June 2024
Contact name:	Papa Lette and Andrzej Szyszka
Telephone number:	+33(1) 4212 1459 / +48(22) 317 4817

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.

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	43,300	42.5000 USD	AMER	19/07/2024
common stock	Put Option	Sold	117,800	40.0000 USD	AMER	19/07/2024
common stock	Put Option	Purchased	117,800	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 +44 (0)20 7638 0129.

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

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