| 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: | 18 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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| 831,979 | 0.24% | 483,501 | 0.14% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 368,663 | 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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| 1,324,442 | 0.38% | 483,501 | 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 | 57,387 | 49.6863 USD | ||||
| common stock | Purchase | 40,125 | 49.8750 USD | ||||
| common stock | Purchase | 23,048 | 49.8614 USD | ||||
| common stock | Purchase | 21,732 | 49.5400 USD | ||||
| common stock | Purchase | 21,696 | 50.2490 USD | ||||
| common stock | Purchase | 19,162 | 49.7604 USD | ||||
| common stock | Purchase | 15,398 | 49.8864 USD | ||||
| common stock | Purchase | 12,016 | 50.2643 USD | ||||
| common stock | Purchase | 10,547 | 49.8836 USD | ||||
| common stock | Purchase | 9,278 | 50.0190 USD | ||||
| common stock | Purchase | 9,206 | 49.5959 USD | ||||
| common stock | Purchase | 8,716 | 50.2658 USD | ||||
| common stock | Purchase | 6,152 | 49.8995 USD | ||||
| common stock | Purchase | 6,075 | 50.2463 USD | ||||
| common stock | Purchase | 6,074 | 50.2722 USD | ||||
| common stock | Purchase | 4,734 | 50.0499 USD | ||||
| common stock | Purchase | 3,948 | 50.2824 USD | ||||
| common stock | Purchase | 3,450 | 50.2720 USD | ||||
| common stock | Purchase | 2,680 | 49.8086 USD | ||||
| common stock | Purchase | 1,964 | 49.5737 USD | ||||
| common stock | Purchase | 1,764 | 50.2769 USD | ||||
| common stock | Purchase | 1,625 | 49.5450 USD | ||||
| common stock | Purchase | 1,421 | 50.2725 USD | ||||
| common stock | Purchase | 1,219 | 50.2358 USD | ||||
| common stock | Purchase | 1,168 | 49.8964 USD | ||||
| common stock | Purchase | 1,023 | 50.3193 USD | ||||
| common stock | Purchase | 995 | 50.0331 USD | ||||
| common stock | Purchase | 920 | 49.9876 USD | ||||
| common stock | Purchase | 825 | 49.8790 USD | ||||
| common stock | Purchase | 735 | 49.8629 USD | ||||
| common stock | Purchase | 670 | 49.8303 USD | ||||
| common stock | Purchase | 573 | 49.7671 USD | ||||
| common stock | Purchase | 494 | 49.9050 USD | ||||
| common stock | Purchase | 453 | 49.7642 USD | ||||
| common stock | Purchase | 400 | 49.6600 USD | ||||
| common stock | Purchase | 308 | 49.6218 USD | ||||
| common stock | Purchase | 286 | 49.7447 USD | ||||
| common stock | Purchase | 257 | 50.3073 USD | ||||
| common stock | Purchase | 249 | 49.7876 USD | ||||
| common stock | Purchase | 202 | 49.9888 USD | ||||
| common stock | Purchase | 158 | 50.2981 USD | ||||
| common stock | Purchase | 155 | 49.6890 USD | ||||
| common stock | Purchase | 140 | 50.2650 USD | ||||
| common stock | Purchase | 112 | 49.7525 USD | ||||
| common stock | Purchase | 100 | 49.7900 USD | ||||
| common stock | Purchase | 84 | 49.7616 USD | ||||
| common stock | Purchase | 79 | 49.9600 USD | ||||
| common stock | Purchase | 64 | 50.0934 USD | ||||
| common stock | Purchase | 54 | 49.5970 USD | ||||
| common stock | Purchase | 47 | 49.7534 USD | ||||
| common stock | Purchase | 46 | 50.1300 USD | ||||
| common stock | Purchase | 36 | 49.5583 USD | ||||
| common stock | Purchase | 31 | 49.8800 USD | ||||
| common stock | Purchase | 5 | 50.2200 USD | ||||
| common stock | Sale | 145,427 | 49.7960 USD | ||||
| common stock | Sale | 66,598 | 50.2617 USD | ||||
| common stock | Sale | 14,360 | 49.5400 USD | ||||
| common stock | Sale | 10,046 | 49.9972 USD | ||||
| common stock | Sale | 10,005 | 49.6580 USD | ||||
| common stock | Sale | 6,514 | 49.5403 USD | ||||
| common stock | Sale | 5,588 | 49.9078 USD | ||||
| common stock | Sale | 4,868 | 50.0800 USD | ||||
| common stock | Sale | 3,909 | 49.6518 USD | ||||
| common stock | Sale | 3,862 | 49.8697 USD | ||||
| common stock | Sale | 3,271 | 49.5524 USD | ||||
| common stock | Sale | 2,755 | 50.0155 USD | ||||
| common stock | Sale | 2,502 | 50.1331 USD | ||||
| common stock | Sale | 2,100 | 49.9376 USD | ||||
| common stock | Sale | 1,625 | 49.5450 USD | ||||
| common stock | Sale | 1,567 | 49.6427 USD | ||||
| common stock | Sale | 1,219 | 50.2358 USD | ||||
| common stock | Sale | 884 | 49.8671 USD | ||||
| common stock | Sale | 871 | 50.0223 USD | ||||
| common stock | Sale | 687 | 50.0426 USD | ||||
| common stock | Sale | 531 | 50.1398 USD | ||||
| common stock | Sale | 464 | 49.9111 USD | ||||
| common stock | Sale | 464 | 49.6853 USD | ||||
| common stock | Sale | 441 | 49.7467 USD | ||||
| common stock | Sale | 400 | 49.6600 USD | ||||
| common stock | Sale | 368 | 49.9260 USD | ||||
| common stock | Sale | 278 | 50.2756 USD | ||||
| common stock | Sale | 237 | 49.8882 USD | ||||
| common stock | Sale | 181 | 49.8833 USD | ||||
| common stock | Sale | 140 | 50.2650 USD | ||||
| common stock | Sale | 131 | 49.8100 USD | ||||
| common stock | Sale | 126 | 49.9361 USD | ||||
| common stock | Sale | 100 | 49.5500 USD | ||||
| common stock | Sale | 97 | 49.9554 USD | ||||
| common stock | Sale | 97 | 49.5300 USD | ||||
| common stock | Sale | 50 | 49.9900 USD | ||||
| common stock | Sale | 46 | 50.1300 USD | ||||
| common stock | Sale | 34 | 49.8900 USD | ||||
| common stock | Sale | 24 | 49.9745 USD | ||||
| common stock | Sale | 20 | 50.0325 USD | ||||
| common stock | Sale | 17 | 49.9300 USD | ||||
| common stock | Sale | 15 | 49.9566 USD | ||||
| common stock | Sale | 14 | 50.0200 USD | ||||
| common stock | Sale | 5 | 49.8000 USD | ||||
| common stock | Sale | 4 | 49.9400 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 | 597 | 49.5389 USD | |||
| common stock | SWAP | Decreasing Long | 743 | 49.5425 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: | 19 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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