| 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 | | |||||
| | positions disclosed, if different from 1(a): | ||||||
| (c) | Name of offeror/offeree in relation to whose | INTERNATIONAL PAPER COMPANY | |||||
| | relevant securities this form relates: | ||||||
| (d) | If an exempt fund manager connected with an | | |||||
| | offeror/offeree, state this and specify identity of | ||||||
| | offeror/offeree: | ||||||
| (e) | Date position held/dealing undertaken: | 16 Jul 2024 | |||||
| (f) | In addition to the company in 1(c) above, is the discloser making | YES: | | | |||
| | disclosures in respect of any other party to the offer? | DS SMITH PLC | | ||||
| 2. | POSITIONS OF THE PERSON MAKING THE DISCLOSURE | ||||||
| (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: | | | 787,182 | 0.23% | 419,178 | 0.12% |
| (2) | Cash-settled derivatives: | | | | | ||
| | and/or controlled: | | | 76,162 | 0.02% | 0 | 0.00% |
| (3) | Stock-settled derivatives (including options) | | | | | ||
| | and agreements to purchase/sell: | | | 24,200 | 0.01% | 24,700 | 0.01% |
| | | | | | | | |
| | TOTAL: | | | 887,544 | 0.26% | 443,878 | 0.13% |
| (b) | Rights to subscribe for new securities (including directors and other executive | | |||||
| | 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 | ||||||
| (a) | Purchases and sales | | | | | | |
| Class of relevant | Purchase/sale | Number of | Price per unit | ||||
| security | | securities | | ||||
| common stock | Purchase | 128,081 | 45.3500 USD | ||||
| common stock | Purchase | 103,256 | 45.3521 USD | ||||
| common stock | Purchase | 87,794 | 45.3794 USD | ||||
| common stock | Purchase | 76,705 | 45.2030 USD | ||||
| common stock | Purchase | 46,746 | 45.2883 USD | ||||
| common stock | Purchase | 42,019 | 45.2670 USD | ||||
| common stock | Purchase | 36,350 | 45.1479 USD | ||||
| common stock | Purchase | 35,494 | 45.5100 USD | ||||
| common stock | Purchase | 34,165 | 45.3373 USD | ||||
| common stock | Purchase | 24,118 | 45.3136 USD | ||||
| common stock | Purchase | 22,869 | 45.3997 USD | ||||
| common stock | Purchase | 17,296 | 44.9022 USD | ||||
| common stock | Purchase | 16,865 | 45.1266 USD | ||||
| common stock | Purchase | 14,763 | 45.5063 USD | ||||
| common stock | Purchase | 11,053 | 45.2067 USD | ||||
| common stock | Purchase | 10,514 | 45.2351 USD | ||||
| common stock | Purchase | 9,283 | 45.3662 USD | ||||
| common stock | Purchase | 8,378 | 45.3246 USD | ||||
| common stock | Purchase | 7,711 | 45.2391 USD | ||||
| common stock | Purchase | 5,608 | 45.3417 USD | ||||
| common stock | Purchase | 4,900 | 45.5300 USD | ||||
| common stock | Purchase | 4,815 | 45.1492 USD | ||||
| common stock | Purchase | 4,675 | 45.2749 USD | ||||
| common stock | Purchase | 3,905 | 45.2456 USD | ||||
| common stock | Purchase | 3,685 | 45.1331 USD | ||||
| common stock | Purchase | 3,403 | 45.1453 USD | ||||
| common stock | Purchase | 3,292 | 45.3559 USD | ||||
| common stock | Purchase | 3,271 | 45.4978 USD | ||||
| common stock | Purchase | 2,986 | 45.2440 USD | ||||
| common stock | Purchase | 2,650 | 45.1532 USD | ||||
| common stock | Purchase | 2,442 | 44.7652 USD | ||||
| common stock | Purchase | 2,407 | 45.3194 USD | ||||
| common stock | Purchase | 2,122 | 45.3841 USD | ||||
| common stock | Purchase | 2,094 | 45.1519 USD | ||||
| common stock | Purchase | 1,391 | 45.3608 USD | ||||
| common stock | Purchase | 1,371 | 45.1642 USD | ||||
| common stock | Purchase | 1,265 | 45.3700 USD | ||||
| common stock | Purchase | 1,137 | 45.1089 USD | ||||
| common stock | Purchase | 1,009 | 45.2569 USD | ||||
| common stock | Purchase | 996 | 45.1495 USD | ||||
| common stock | Purchase | 738 | 45.3425 USD | ||||
| common stock | Purchase | 673 | 44.3621 USD | ||||
| common stock | Purchase | 626 | 45.2500 USD | ||||
| common stock | Purchase | 515 | 44.9762 USD | ||||
| common stock | Purchase | 426 | 45.1525 USD | ||||
| common stock | Purchase | 408 | 45.4360 USD | ||||
| common stock | Purchase | 400 | 45.2837 USD | ||||
| common stock | Purchase | 303 | 45.4505 USD | ||||
| common stock | Purchase | 269 | 45.3699 USD | ||||
| common stock | Purchase | 219 | 44.7442 USD | ||||
| common stock | Purchase | 211 | 45.1505 USD | ||||
| common stock | Purchase | 143 | 41.0907 EUR | ||||
| common stock | Purchase | 100 | 45.3300 USD | ||||
| common stock | Purchase | 100 | 45.1400 USD | ||||
| common stock | Purchase | 100 | 45.4700 USD | ||||
| common stock | Purchase | 100 | 43.6750 USD | ||||
| common stock | Purchase | 100 | 45.4600 USD | ||||
| common stock | Purchase | 98 | 45.0800 USD | ||||
| common stock | Purchase | 78 | 43.7438 USD | ||||
| common stock | Purchase | 2 | 45.4500 USD | ||||
| common stock | Purchase | 2 | 44.8500 USD | ||||
| common stock | Purchase | 2 | 45.1500 USD | ||||
| common stock | Sale | 161,012 | 45.3067 USD | ||||
| common stock | Sale | 128,081 | 45.3500 USD | ||||
| common stock | Sale | 105,228 | 45.4266 USD | ||||
| common stock | Sale | 51,696 | 45.5100 USD | ||||
| common stock | Sale | 48,939 | 45.2434 USD | ||||
| common stock | Sale | 44,547 | 45.2114 USD | ||||
| common stock | Sale | 44,446 | 45.1291 USD | ||||
| common stock | Sale | 33,158 | 45.2356 USD | ||||
| common stock | Sale | 33,113 | 45.1476 USD | ||||
| common stock | Sale | 25,243 | 45.3468 USD | ||||
| common stock | Sale | 21,403 | 45.2181 USD | ||||
| common stock | Sale | 16,298 | 45.2695 USD | ||||
| common stock | Sale | 11,277 | 45.2898 USD | ||||
| common stock | Sale | 11,228 | 45.2660 USD | ||||
| common stock | Sale | 10,872 | 45.5079 USD | ||||
| common stock | Sale | 7,648 | 45.1530 USD | ||||
| common stock | Sale | 6,915 | 45.2124 USD | ||||
| common stock | Sale | 5,000 | 45.5300 USD | ||||
| common stock | Sale | 4,957 | 45.4124 USD | ||||
| common stock | Sale | 3,271 | 45.4978 USD | ||||
| common stock | Sale | 2,670 | 44.9990 USD | ||||
| common stock | Sale | 2,530 | 45.3700 USD | ||||
| common stock | Sale | 2,486 | 44.9004 USD | ||||
| common stock | Sale | 2,122 | 45.3841 USD | ||||
| common stock | Sale | 1,721 | 45.0459 USD | ||||
| common stock | Sale | 1,166 | 45.3100 USD | ||||
| common stock | Sale | 1,126 | 45.1174 USD | ||||
| common stock | Sale | 983 | 45.2619 USD | ||||
| common stock | Sale | 933 | 45.1471 USD | ||||
| common stock | Sale | 785 | 45.0902 USD | ||||
| common stock | Sale | 744 | 45.2143 USD | ||||
| common stock | Sale | 696 | 45.2269 USD | ||||
| common stock | Sale | 638 | 45.1526 USD | ||||
| common stock | Sale | 628 | 44.7656 USD | ||||
| common stock | Sale | 436 | 44.9436 USD | ||||
| common stock | Sale | 435 | 44.9191 USD | ||||
| common stock | Sale | 400 | 44.9025 USD | ||||
| common stock | Sale | 400 | 45.2675 USD | ||||
| common stock | Sale | 362 | 45.3936 USD | ||||
| common stock | Sale | 302 | 44.6010 USD | ||||
| common stock | Sale | 302 | 45.4800 USD | ||||
| common stock | Sale | 219 | 44.7442 USD | ||||
| common stock | Sale | 182 | 44.2970 USD | ||||
| common stock | Sale | 143 | 41.0907 EUR | ||||
| common stock | Sale | 111 | 44.3661 USD | ||||
| common stock | Sale | 104 | 45.5396 USD | ||||
| common stock | Sale | 100 | 45.5325 USD | ||||
| common stock | Sale | 59 | 44.5986 USD | ||||
| common stock | Sale | 36 | 45.2480 USD | ||||
| common stock | Sale | 27 | 45.1322 USD | ||||
| common stock | Sale | 26 | 44.1396 USD | ||||
| common stock | Sale | 11 | 44.2400 USD | ||||
| common stock | Sale | 10 | 43.7560 USD | ||||
| common stock | Sale | 6 | 44.9800 USD | ||||
| common stock | Sale | 3 | 44.1400 USD | ||||
| common stock | Sale | 2 | 44.8500 USD | ||||
| | | | | | | | |
| (b) | Cash-settled derivative transactions | | |||||
| Class of | Product | Nature of dealing | Number of | Price per | |||
| relevant | description | | reference | unit | |||
| security | | | securities | | |||
| | | | | | |||
| | | | | | | | |
| (c) | Stock-settled derivative transactions (including options) | | |||||
| (i) | Writing, selling, purchasing or varying | | |||||
| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price | | date | money |
| relevant | | selling, | securities | per unit | | | paid/ |
| security | | varying etc | to which | | | | received |
| | | | option | | | | per unit |
| | | | relates | | | | |
| common stock | Put Options | Selling | 24,200 | 43.0000 USD | American | 19 Jul 2024 | 0.0500 USD |
| common stock | Put Options | Purchasing | 24,700 | 43.0000 USD | American | 16 Aug 2024 | 0.7500 USD |
| | | | | | | | |
| (ii) | Exercising | | | | | | |
| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
| security | | | securities | unit | |||
| | | | | | |||
| | | | | | | | |
| (d) | Other dealings (including subscribing for new securities) | | |||||
| Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
| security | | | applicable) | ||||
| | | | | ||||
| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings 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: | | | | ||||
| 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 of future acquisition or disposal of any relevant securities to which | | | |||||
| any derivative is referenced: | | | | | | | |
| NONE | |||||||
| (c) | Attachments | | | | | | |
| Is a Supplemental Form 8 (Open Positions) attached? | YES | ||||||
| Date of disclosure: | 17 Jul 2024 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| 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: | |||||||
| | | | | | | | |
| 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 | Purchased | -24,700 | 43.0000 | American | 16 Aug 2024 | |
| common stock | Put Options | Written | 24,200 | 43.0000 | American | 19 Jul 2024 | |
| | | | | | | | |
| 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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