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:
|
(GS)
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
|
(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.
|
|
(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:
|
Advisor to
SMITH (DS) PLC
|
(e) Date position
held/dealing undertaken:
For
an opening position disclosure, state the latest practicable date
prior to the disclosure
|
24 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 -
disclosed previously for SMITH (DS) PLC & MONDI 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:
|
1,827,004.4221
|
0.52
|
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:
|
1,827,004.4221
|
0.52
|
0
|
0.00
|
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
|
5
|
34.3140
USD
|
common
stock
|
Purchase
|
5
|
34.3140
USD
|
common
stock
|
Purchase
|
5
|
34.3140
USD
|
common
stock
|
Purchase
|
25
|
34.3148
USD
|
common
stock
|
Purchase
|
35
|
34.3149
USD
|
common
stock
|
Purchase
|
20
|
34.3150
USD
|
common
stock
|
Purchase
|
5
|
34.3340
USD
|
common
stock
|
Purchase
|
5
|
34.3340
USD
|
common
stock
|
Purchase
|
35
|
34.3449
USD
|
common
stock
|
Purchase
|
75
|
34.3449
USD
|
common
stock
|
Purchase
|
5
|
34.3540
USD
|
common
stock
|
Purchase
|
5
|
34.3540
USD
|
common
stock
|
Purchase
|
20
|
34.3550
USD
|
common
stock
|
Purchase
|
5
|
34.3640
USD
|
common
stock
|
Purchase
|
5
|
34.3640
USD
|
common
stock
|
Purchase
|
5
|
34.3640
USD
|
common
stock
|
Purchase
|
5
|
34.3640
USD
|
common
stock
|
Purchase
|
5
|
34.3680
USD
|
common
stock
|
Purchase
|
5
|
34.3940
USD
|
common
stock
|
Purchase
|
8
|
34.3950
USD
|
common
stock
|
Purchase
|
8
|
34.3950
USD
|
common
stock
|
Purchase
|
5
|
34.3980
USD
|
common
stock
|
Purchase
|
5
|
34.3980
USD
|
common
stock
|
Purchase
|
5
|
34.3980
USD
|
common
stock
|
Purchase
|
5
|
34.3980
USD
|
common
stock
|
Purchase
|
5
|
34.3980
USD
|
common
stock
|
Purchase
|
5
|
34.3980
USD
|
common
stock
|
Purchase
|
20
|
34.3985
USD
|
common
stock
|
Purchase
|
60
|
34.3987
USD
|
common
stock
|
Purchase
|
15
|
34.3987
USD
|
common
stock
|
Purchase
|
5
|
34.4080
USD
|
common
stock
|
Purchase
|
15
|
34.4093
USD
|
common
stock
|
Purchase
|
50
|
34.4300
USD
|
common
stock
|
Purchase
|
15
|
34.4300
USD
|
common
stock
|
Purchase
|
5
|
34.4300
USD
|
common
stock
|
Purchase
|
10
|
34.4300
USD
|
common
stock
|
Purchase
|
55
|
34.4300
USD
|
common
stock
|
Purchase
|
10
|
34.4300
USD
|
common
stock
|
Purchase
|
10
|
34.4300
USD
|
common
stock
|
Purchase
|
50
|
34.4300
USD
|
common
stock
|
Purchase
|
10
|
34.4300
USD
|
common
stock
|
Purchase
|
10
|
34.4300
USD
|
common
stock
|
Purchase
|
140
|
34.4300
USD
|
common
stock
|
Purchase
|
60
|
34.4300
USD
|
common
stock
|
Purchase
|
5
|
34.4300
USD
|
common
stock
|
Purchase
|
10
|
34.4300
USD
|
common
stock
|
Purchase
|
60
|
34.4300
USD
|
common
stock
|
Purchase
|
5
|
34.4740
USD
|
common
stock
|
Sale
|
5
|
34.0220
USD
|
common
stock
|
Sale
|
40
|
34.0235
USD
|
common
stock
|
Sale
|
50
|
34.0236
USD
|
common
stock
|
Sale
|
25
|
34.0236
USD
|
common
stock
|
Sale
|
120
|
34.0237
USD
|
common
stock
|
Sale
|
30
|
34.0237
USD
|
common
stock
|
Sale
|
15
|
34.0380
USD
|
common
stock
|
Sale
|
5
|
34.0380
USD
|
common
stock
|
Sale
|
60
|
34.0383
USD
|
common
stock
|
Sale
|
195
|
34.0384
USD
|
common
stock
|
Sale
|
180
|
34.0384
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
10
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
25
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.1200
USD
|
common
stock
|
Sale
|
25
|
34.1200
USD
|
common
stock
|
Sale
|
4
|
34.1200
USD
|
common
stock
|
Sale
|
15
|
34.1200
USD
|
common
stock
|
Sale
|
5
|
34.2900
USD
|
common
stock
|
Sale
|
3
|
34.2900
USD
|
common
stock
|
Sale
|
30
|
34.2907
USD
|
common
stock
|
Sale
|
70
|
34.2907
USD
|
common
stock
|
Sale
|
110
|
34.2907
USD
|
common
stock
|
Sale
|
20
|
34.3000
USD
|
common
stock
|
Sale
|
5
|
34.3200
USD
|
common
stock
|
Sale
|
5
|
34.3200
USD
|
common
stock
|
Sale
|
5
|
34.3280
USD
|
common
stock
|
Sale
|
170
|
34.3284
USD
|
common
stock
|
Sale
|
15
|
34.3547
USD
|
common
stock
|
Sale
|
20
|
34.3635
USD
|
common
stock
|
Sale
|
30
|
34.3850
USD
|
common
stock
|
Sale
|
5
|
34.3900
USD
|
common
stock
|
Sale
|
4
|
34.3950
USD
|
common
stock
|
Sale
|
10
|
34.3990
USD
|
common
stock
|
Sale
|
55
|
34.3995
USD
|
common
stock
|
Sale
|
10
|
34.4100
USD
|
common
stock
|
Sale
|
5
|
34.4100
USD
|
common
stock
|
Sale
|
5
|
34.4300
USD
|
common
stock
|
Sale
|
5
|
34.4300
USD
|
common
stock
|
Sale
|
70
|
34.4300
USD
|
common
stock
|
Sale
|
30
|
34.4300
USD
|
common
stock
|
Sale
|
200
|
34.4300
USD
|
common
stock
|
Sale
|
10
|
34.4300
USD
|
common
stock
|
Sale
|
20
|
34.4300
USD
|
common
stock
|
Sale
|
60
|
34.4300
USD
|
common
stock
|
Sale
|
40
|
34.4300
USD
|
common
stock
|
Sale
|
120
|
34.4300
USD
|
common
stock
|
Sale
|
5
|
34.4300
USD
|
common
stock
|
Sale
|
30
|
34.4300
USD
|
common
stock
|
Sale
|
15
|
34.4300
USD
|
common
stock
|
Sale
|
20
|
34.4300
USD
|
common
stock
|
Sale
|
12
|
34.4300
USD
|
common
stock
|
Sale
|
5
|
34.4300
USD
|
common
stock
|
Sale
|
80
|
34.4300
USD
|
common
stock
|
Sale
|
40
|
34.4300
USD
|
common
stock
|
Sale
|
25
|
34.4300
USD
|
common
stock
|
Sale
|
60
|
34.4300
USD
|
common
stock
|
Sale
|
9
|
34.4300
USD
|
common
stock
|
Sale
|
10
|
34.4300
USD
|
common
stock
|
Sale
|
10
|
34.4520
USD
|
common
stock
|
Sale
|
11
|
34.4764
USD
|
common
stock
|
Sale
|
30
|
34.4767
USD
|
common
stock
|
Sale
|
30
|
34.4767
USD
|
common
stock
|
Sale
|
63
|
34.4767
USD
|
common
stock
|
Sale
|
30
|
34.4767
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:
|
25 April
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.
*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.