PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Key Information
(a) Discloser's Full Name:
Davidson Kempner Capital Management LP
(b) Owner or Controller of Interests and Short Positions Disclosed (if different from 1(a)):
Simply naming nominee or vehicle companies is not sufficient. For trusts, you must include the names of the trustee(s), settlor, and beneficiaries.
(c) Name of Offeror/Offeree Related to This Disclosure:
Use a separate form for each offeror/offeree
Smith (DS) plc
(d) If Connected to an Exempt Fund Manager, Please Specify the Offeror/Offeree:
(e) Date Position Held/Dealing Undertaken:
For an opening position disclosure, indicate the last practicable date before the disclosure
16/08/2024
(f) Is the Discloser Making Disclosures Regarding Any Other Party to the Offer?
If it is a cash offer or a possible cash offer, state “N/A”
Yes, International Paper Company
Positions of the Disclosing Party
If there are positions or rights to subscribe for more than one class of relevant securities of the offeror or offeree mentioned in 1(c), please replicate table 2(a) or (b) as needed for each additional class of relevant security.
(a) Interests and Short Positions in Relevant Securities of the Offeror or Offeree Following Any Dealings:
Class of Relevant Security:
Interests: | Short Positions
Number: | %: | Number: | %:
(1) Relevant Securities Owned and/or Controlled:
(2) Cash-Settled Derivatives:
14,708,314 | 1.07 | |
(3) Stock-Settled Derivatives (Including Options) and Agreements to Purchase/Sell:
TOTAL:
14,708,314 | 1.07 | |
All interests and short positions must be disclosed.
Details regarding any open stock-settled derivative positions (including traded options) or agreements to purchase or sell relevant securities should be provided on a Supplemental Form 8 (Open Positions).
(b) Rights to Subscribe for New Securities (Including Directors’ and Other Employee Options)
Class of Relevant Security for Which Subscription Rights Exist:
Details, Including Nature of the Rights and Relevant Percentages:
Dealings by the Disclosing Party
(a) Purchases and Sales
Class of Relevant Security: | Purchase/Sale: | Number of Securities: | Price per Unit:
(b) Cash-Settled Derivative Transactions
Class of Relevant Security: | Product Description: | Nature of Dealing: | 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: | Action (Writing, Purchasing, Selling, Varying, etc.): | Number of Securities Related to Option: | Exercise Price per Unit: | Type: | Expiry Date: | Option Money Paid/Received per Unit:
(ii) Exercise
Class of Relevant Security: | Product Description: | 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: | Details: | Price per Unit (if applicable):
Additional Information
(a) Indemnity and Other Dealing Arrangements
Details of any indemnity or option arrangement, or any agreement or understanding—formal or informal—related to relevant securities that may encourage dealing or refraining from dealing, entered into by the person making the disclosure and any party to the offer or anyone 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, please state “none”
None
(b) Agreements, Arrangements, or Understandings Relating to Options or Derivatives
Details of any formal or informal agreement, arrangement, or understanding between the disclosing party and any other person regarding:
(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, please state “none”
None
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached?
NO
Date of Disclosure:
19/08/2024
Contact Name:
Alex McMillan
Telephone Number:
646 282 5805
Public disclosures under Rule 8 of the Code must be submitted to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation regarding the Code’s disclosure requirements at +44 (0)20 7638 0129.
The Code can be accessed on the Panel’s website.
Frequently Asked Questions
1. What is the purpose of Form 8.3?
Form 8.3 serves to disclose the interests held by an entity in the relevant securities of an offeror or offeree, in accordance with the Takeover Code regulations.
2. Who is Davidson Kempner Capital Management LP?
Davidson Kempner Capital Management LP is a global investment management firm focused on event-driven and value-oriented investment strategies.
3. What interests are disclosed in this form?
The form outlines both the interests in relevant securities and any short positions that Davidson Kempner holds in Smith (DS) plc, in addition to cash-settled derivatives.
4. What additional information is needed for comprehensive disclosures with Form 8.3?
A Supplemental Form 8, which details any open positions in stock-settled derivatives, should accompany Form 8.3 if applicable.
5. Where can individuals find more information about the rules of the Takeover Code?
Additional details regarding the Takeover Code can usually be found on the official website of the Panel on Takeovers and Mergers or by reaching out to their Market Surveillance Unit directly.
