| 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: |
| Barclays PLC. | ||||
| (b) | Owner or controller of interest and short |
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| positions disclosed, if different from 1(a): | ||||||
| (c) | Name of offeror/offeree in relation to whose | INTERNATIONAL PAPER COMPANY | |||||
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| relevant securities this form relates: | ||||||
| (d) | If an exempt fund manager connected with an |
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| offeror/offeree, state this and specify identity of | ||||||
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| offeror/offeree: | ||||||
| (e) | Date position held/dealing undertaken: | 17 Sep 2024 | |||||
| (f) | In addition to the company in 1(c) above, is the discloser making | YES: |
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| disclosures in respect of any other party to the offer? | DS SMITH PLC |
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| 2. | POSITIONS OF THE PERSON MAKING THE DISCLOSURE | ||||||
| (a) | Interests and short positions in the relevant securities of the offeror or offeree |
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| to which the disclosure relates following the dealing(if any) |
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| Class of relevant security: | common stock | ||||||
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| Interests | Short Positions | |||||
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| Number | (%) | Number | (%) | |||
| (1) | Relevant securities owned |
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| and/or controlled: |
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| 833,726 | 0.24% | 495,648 | 0.14% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 368,809 | 0.11% | 0 | 0.00% |
| (3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: |
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| 123,800 | 0.04% | 0 | 0.00% |
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| TOTAL: |
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| 1,326,335 | 0.38% | 495,648 | 0.14% |
| (b) | Rights to subscribe for new securities (including directors and other executive |
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| options) |
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| Class of relevant security in relation to |
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| which subscription right exists |
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| Details, including nature of the rights |
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| concerned and relevant percentages: |
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| 3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Purchases and sales |
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| Class of relevant | Purchase/sale | Number of | Price per unit | ||||
| security |
| securities |
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| common stock | Purchase | 95,343 | 49.6915 USD | ||||
| common stock | Purchase | 58,268 | 49.5213 USD | ||||
| common stock | Purchase | 32,360 | 49.4900 USD | ||||
| common stock | Purchase | 20,794 | 50.2462 USD | ||||
| common stock | Purchase | 18,824 | 49.6983 USD | ||||
| common stock | Purchase | 13,961 | 50.0133 USD | ||||
| common stock | Purchase | 11,868 | 49.9826 USD | ||||
| common stock | Purchase | 10,650 | 49.7801 USD | ||||
| common stock | Purchase | 4,645 | 49.6655 USD | ||||
| common stock | Purchase | 3,894 | 49.4921 USD | ||||
| common stock | Purchase | 3,872 | 49.5780 USD | ||||
| common stock | Purchase | 3,760 | 49.5805 USD | ||||
| common stock | Purchase | 3,245 | 49.8746 USD | ||||
| common stock | Purchase | 2,000 | 50.4590 USD | ||||
| common stock | Purchase | 1,928 | 50.3341 USD | ||||
| common stock | Purchase | 1,600 | 49.3700 USD | ||||
| common stock | Purchase | 1,394 | 49.6256 USD | ||||
| common stock | Purchase | 1,136 | 49.7686 USD | ||||
| common stock | Purchase | 1,120 | 50.0310 USD | ||||
| common stock | Purchase | 1,074 | 50.0933 USD | ||||
| common stock | Purchase | 967 | 50.0489 USD | ||||
| common stock | Purchase | 900 | 50.1388 USD | ||||
| common stock | Purchase | 600 | 50.4483 USD | ||||
| common stock | Purchase | 417 | 49.6269 USD | ||||
| common stock | Purchase | 409 | 50.4736 USD | ||||
| common stock | Purchase | 400 | 50.4600 USD | ||||
| common stock | Purchase | 400 | 50.2168 USD | ||||
| common stock | Purchase | 200 | 49.8800 USD | ||||
| common stock | Purchase | 200 | 50.4400 USD | ||||
| common stock | Purchase | 100 | 50.4200 USD | ||||
| common stock | Purchase | 100 | 49.8900 USD | ||||
| common stock | Purchase | 100 | 49.9700 USD | ||||
| common stock | Purchase | 63 | 50.0066 USD | ||||
| common stock | Sale | 85,781 | 49.5726 USD | ||||
| common stock | Sale | 44,022 | 49.5984 USD | ||||
| common stock | Sale | 23,388 | 49.4900 USD | ||||
| common stock | Sale | 21,229 | 49.7723 USD | ||||
| common stock | Sale | 13,480 | 50.4083 USD | ||||
| common stock | Sale | 10,596 | 49.9804 USD | ||||
| common stock | Sale | 9,110 | 49.7542 USD | ||||
| common stock | Sale | 6,676 | 49.4977 USD | ||||
| common stock | Sale | 6,444 | 50.3204 USD | ||||
| common stock | Sale | 6,051 | 49.7443 USD | ||||
| common stock | Sale | 5,988 | 49.8994 USD | ||||
| common stock | Sale | 5,934 | 49.9826 USD | ||||
| common stock | Sale | 5,380 | 49.9118 USD | ||||
| common stock | Sale | 5,265 | 49.9789 USD | ||||
| common stock | Sale | 4,934 | 49.4928 USD | ||||
| common stock | Sale | 4,078 | 49.6564 USD | ||||
| common stock | Sale | 3,804 | 50.0767 USD | ||||
| common stock | Sale | 3,126 | 50.0494 USD | ||||
| common stock | Sale | 2,200 | 49.6686 USD | ||||
| common stock | Sale | 2,082 | 49.9894 USD | ||||
| common stock | Sale | 1,928 | 50.3341 USD | ||||
| common stock | Sale | 1,675 | 49.7758 USD | ||||
| common stock | Sale | 1,600 | 49.3700 USD | ||||
| common stock | Sale | 1,190 | 50.0742 USD | ||||
| common stock | Sale | 1,120 | 50.0310 USD | ||||
| common stock | Sale | 1,004 | 49.7717 USD | ||||
| common stock | Sale | 914 | 49.9785 USD | ||||
| common stock | Sale | 900 | 50.1388 USD | ||||
| common stock | Sale | 865 | 49.9854 USD | ||||
| common stock | Sale | 793 | 49.9709 USD | ||||
| common stock | Sale | 705 | 49.5179 USD | ||||
| common stock | Sale | 549 | 49.9600 USD | ||||
| common stock | Sale | 440 | 49.4873 USD | ||||
| common stock | Sale | 410 | 49.9819 USD | ||||
| common stock | Sale | 400 | 50.2168 USD | ||||
| common stock | Sale | 337 | 49.5956 USD | ||||
| common stock | Sale | 319 | 49.5462 USD | ||||
| common stock | Sale | 300 | 50.1666 USD | ||||
| common stock | Sale | 221 | 49.9701 USD | ||||
| common stock | Sale | 200 | 50.0100 USD | ||||
| common stock | Sale | 175 | 49.5325 USD | ||||
| common stock | Sale | 164 | 49.5242 USD | ||||
| common stock | Sale | 146 | 49.9722 USD | ||||
| common stock | Sale | 132 | 49.7451 USD | ||||
| common stock | Sale | 100 | 49.2900 USD | ||||
| common stock | Sale | 100 | 49.4500 USD | ||||
| common stock | Sale | 100 | 50.0000 USD | ||||
| common stock | Sale | 100 | 49.5200 USD | ||||
| common stock | Sale | 100 | 49.5000 USD | ||||
| common stock | Sale | 87 | 49.4232 USD | ||||
| common stock | Sale | 37 | 49.5100 USD | ||||
| common stock | Sale | 7 | 50.1300 USD | ||||
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| (b) | Cash-settled derivative transactions |
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| Class of | Product | Nature of dealing | Number of | Price per | |||
| relevant | description |
| reference | unit | |||
| security |
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| securities |
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| common stock | SWAP | Increasing Long | 667 | 49.4874 USD | |||
| common stock | SWAP | Decreasing Long | 730 | 49.4925 USD | |||
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| (c) | Stock-settled derivative transactions (including options) |
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| (i) | Writing, selling, purchasing or varying |
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| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price |
| date | money |
| relevant |
| selling, | securities | per unit |
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| paid/ |
| security |
| varying etc | to which |
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| received |
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| option |
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| per unit |
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| relates |
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| (ii) | Exercising |
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| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
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| (d) | Other dealings (including subscribing for new securities) |
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| Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
| security |
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| applicable) | ||||
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| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings arrangements |
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| Details of any indemnity or option arrangement, or any agreement or understanding, |
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| formal or informal, relating to relevant securities which may be an inducement to deal |
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| or refrain from dealing entered into by the exempt principal trader making the disclosure and any party |
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| to the offer or any person acting in concert with a party to the offer: |
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| NONE | |||||||
| (b) | Agreements, arrangements or understandings relating to options or derivatives |
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| Details of any agreement, arrangement or understanding, formal or informal, between |
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| the person making the disclosure and any other person relating to: |
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| (i) the voting rights of any relevant securities under any option; or |
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| (ii) the voting rights of future acquisition or disposal of any relevant securities to which |
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| any derivative is referenced: |
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| NONE | |||||||
| (c) | Attachments |
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| Is a Supplemental Form 8 (Open Positions) attached? | YES | ||||||
| Date of disclosure: | 18 Sep 2024 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
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| DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO | |||||||
| PURCHASE OR SELL ETC. | |||||||
| Note 5(i) on Rule 8 of the Takeover Code (the "Code") | |||||||
| 1. | KEY INFORMATION | ||||||
| Identity of the person whose positions/dealings | Barclays PLC. | ||||||
| are being disclosed: | |||||||
| Name of offeror/offeree in relation to whose | INTERNATIONAL PAPER CO | ||||||
| relevant securities this from relates: | |||||||
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| 2. | OPTIONS AND DERIVATIVES | ||||||
| Class of relevant security | Product description | Writing, purchasing, selling, varying etc | Number of securities to which option relates | Exercise price per unit | Type | Expiry date | |
| common stock | Put Options | Written | 123,800 | 45.0000 | American | 20 Sep 2024 | |
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| 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: | |||||||
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