| 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: | 19 Aug 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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| 763,930 | 0.22% | 443,069 | 0.13% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 179,543 | 0.05% | 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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| 1,067,273 | 0.31% | 443,069 | 0.13% |
| (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 | 125,854 | 47.5394 USD | ||||
| common stock | Purchase | 31,180 | 47.5942 USD | ||||
| common stock | Purchase | 26,982 | 47.6219 USD | ||||
| common stock | Purchase | 23,563 | 47.3600 USD | ||||
| common stock | Purchase | 10,929 | 47.4249 USD | ||||
| common stock | Purchase | 7,976 | 47.4238 USD | ||||
| common stock | Purchase | 7,767 | 47.4240 USD | ||||
| common stock | Purchase | 7,400 | 47.5900 USD | ||||
| common stock | Purchase | 6,760 | 47.6300 USD | ||||
| common stock | Purchase | 4,389 | 47.6157 USD | ||||
| common stock | Purchase | 3,775 | 47.4814 USD | ||||
| common stock | Purchase | 3,474 | 47.4948 USD | ||||
| common stock | Purchase | 2,348 | 47.5337 USD | ||||
| common stock | Purchase | 1,972 | 47.4480 USD | ||||
| common stock | Purchase | 1,832 | 47.4218 USD | ||||
| common stock | Purchase | 1,365 | 47.3407 USD | ||||
| common stock | Purchase | 1,050 | 47.0800 USD | ||||
| common stock | Purchase | 916 | 47.3975 USD | ||||
| common stock | Purchase | 858 | 47.1814 USD | ||||
| common stock | Purchase | 772 | 47.4954 USD | ||||
| common stock | Purchase | 647 | 47.5242 USD | ||||
| common stock | Purchase | 600 | 47.5166 USD | ||||
| common stock | Purchase | 500 | 47.3840 USD | ||||
| common stock | Purchase | 458 | 47.2001 USD | ||||
| common stock | Purchase | 435 | 47.4506 USD | ||||
| common stock | Purchase | 412 | 47.6035 USD | ||||
| common stock | Purchase | 352 | 47.6257 USD | ||||
| common stock | Purchase | 300 | 47.5366 USD | ||||
| common stock | Purchase | 230 | 47.2458 USD | ||||
| common stock | Purchase | 200 | 47.1650 USD | ||||
| common stock | Purchase | 110 | 47.3200 USD | ||||
| common stock | Purchase | 105 | 47.3100 USD | ||||
| common stock | Purchase | 105 | 47.3195 USD | ||||
| common stock | Purchase | 100 | 47.1700 USD | ||||
| common stock | Purchase | 100 | 47.1400 USD | ||||
| common stock | Purchase | 100 | 47.5800 USD | ||||
| common stock | Purchase | 100 | 47.4600 USD | ||||
| common stock | Purchase | 100 | 47.1800 USD | ||||
| common stock | Purchase | 83 | 47.6199 USD | ||||
| common stock | Purchase | 35 | 47.0900 USD | ||||
| common stock | Purchase | 34 | 47.4300 USD | ||||
| common stock | Purchase | 25 | 47.3300 USD | ||||
| common stock | Sale | 60,010 | 47.5861 USD | ||||
| common stock | Sale | 46,500 | 47.4959 USD | ||||
| common stock | Sale | 28,830 | 47.6233 USD | ||||
| common stock | Sale | 26,135 | 47.6218 USD | ||||
| common stock | Sale | 23,563 | 47.3600 USD | ||||
| common stock | Sale | 10,929 | 47.4249 USD | ||||
| common stock | Sale | 10,555 | 47.4801 USD | ||||
| common stock | Sale | 9,387 | 47.6300 USD | ||||
| common stock | Sale | 8,386 | 47.5733 USD | ||||
| common stock | Sale | 8,128 | 47.4842 USD | ||||
| common stock | Sale | 7,826 | 47.4307 USD | ||||
| common stock | Sale | 7,815 | 47.4195 USD | ||||
| common stock | Sale | 6,929 | 47.4352 USD | ||||
| common stock | Sale | 3,858 | 47.5206 USD | ||||
| common stock | Sale | 3,775 | 47.4814 USD | ||||
| common stock | Sale | 3,636 | 47.6238 USD | ||||
| common stock | Sale | 3,100 | 47.3906 USD | ||||
| common stock | Sale | 2,100 | 47.0800 USD | ||||
| common stock | Sale | 1,973 | 47.5427 USD | ||||
| common stock | Sale | 1,716 | 47.1814 USD | ||||
| common stock | Sale | 1,320 | 47.3827 USD | ||||
| common stock | Sale | 1,138 | 47.3702 USD | ||||
| common stock | Sale | 1,120 | 47.4400 USD | ||||
| common stock | Sale | 1,007 | 47.1816 USD | ||||
| common stock | Sale | 986 | 47.4480 USD | ||||
| common stock | Sale | 937 | 47.4484 USD | ||||
| common stock | Sale | 865 | 47.4405 USD | ||||
| common stock | Sale | 517 | 47.3396 USD | ||||
| common stock | Sale | 500 | 47.5750 USD | ||||
| common stock | Sale | 450 | 47.4011 USD | ||||
| common stock | Sale | 400 | 47.4412 USD | ||||
| common stock | Sale | 400 | 47.4175 USD | ||||
| common stock | Sale | 349 | 47.4496 USD | ||||
| common stock | Sale | 257 | 47.5480 USD | ||||
| common stock | Sale | 256 | 47.3276 USD | ||||
| common stock | Sale | 254 | 47.4837 USD | ||||
| common stock | Sale | 229 | 47.5800 USD | ||||
| common stock | Sale | 164 | 47.3971 USD | ||||
| common stock | Sale | 119 | 47.3500 USD | ||||
| common stock | Sale | 118 | 47.5715 USD | ||||
| common stock | Sale | 106 | 47.4320 USD | ||||
| common stock | Sale | 100 | 47.5375 USD | ||||
| common stock | Sale | 100 | 47.5900 USD | ||||
| common stock | Sale | 100 | 47.3200 USD | ||||
| common stock | Sale | 84 | 47.6200 USD | ||||
| common stock | Sale | 74 | 47.5867 USD | ||||
| common stock | Sale | 39 | 47.6085 USD | ||||
| common stock | Sale | 29 | 47.5700 USD | ||||
| common stock | Sale | 27 | 47.4622 USD | ||||
| common stock | Sale | 25 | 47.4980 USD | ||||
| common stock | Sale | 22 | 47.5272 USD | ||||
| common stock | Sale | 5 | 47.4200 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 | 10,881 | 47.3941 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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| common stock | Call Options | Purchasing | 500 | 48.0000 USD | American | 18 Oct 2024 | 2.1940 USD |
| common stock | Call Options | Selling | 500 | 53.0000 USD | American | 18 Oct 2024 | 0.4780 USD |
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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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| securities | unit | |||
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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: | 20 Aug 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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