| 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: | 06 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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| 827,904 | 0.24% | 500,225 | 0.14% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 381,319 | 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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| 1,333,023 | 0.38% | 500,225 | 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 | 47,124 | 46.9294 USD | ||||
| common stock | Purchase | 39,032 | 47.1244 USD | ||||
| common stock | Purchase | 31,637 | 47.2430 USD | ||||
| common stock | Purchase | 29,958 | 47.0369 USD | ||||
| common stock | Purchase | 28,802 | 47.1702 USD | ||||
| common stock | Purchase | 27,669 | 47.1100 USD | ||||
| common stock | Purchase | 15,213 | 47.1502 USD | ||||
| common stock | Purchase | 12,153 | 47.1663 USD | ||||
| common stock | Purchase | 10,094 | 47.1950 USD | ||||
| common stock | Purchase | 6,172 | 47.1102 USD | ||||
| common stock | Purchase | 5,018 | 47.1347 USD | ||||
| common stock | Purchase | 3,033 | 47.2783 USD | ||||
| common stock | Purchase | 2,959 | 47.1058 USD | ||||
| common stock | Purchase | 2,578 | 47.1927 USD | ||||
| common stock | Purchase | 2,359 | 47.0147 USD | ||||
| common stock | Purchase | 1,986 | 47.1900 USD | ||||
| common stock | Purchase | 1,732 | 46.8985 USD | ||||
| common stock | Purchase | 1,723 | 47.1706 USD | ||||
| common stock | Purchase | 1,578 | 47.0667 USD | ||||
| common stock | Purchase | 1,266 | 47.0021 USD | ||||
| common stock | Purchase | 1,042 | 47.1828 USD | ||||
| common stock | Purchase | 703 | 47.1608 USD | ||||
| common stock | Purchase | 610 | 46.9927 USD | ||||
| common stock | Purchase | 590 | 47.1341 USD | ||||
| common stock | Purchase | 514 | 47.1485 USD | ||||
| common stock | Purchase | 409 | 47.1107 USD | ||||
| common stock | Purchase | 400 | 47.1250 USD | ||||
| common stock | Purchase | 269 | 47.2527 USD | ||||
| common stock | Purchase | 200 | 47.2380 USD | ||||
| common stock | Purchase | 200 | 47.6600 USD | ||||
| common stock | Purchase | 200 | 47.0375 USD | ||||
| common stock | Purchase | 174 | 47.2004 USD | ||||
| common stock | Purchase | 159 | 47.0800 USD | ||||
| common stock | Purchase | 100 | 47.7400 USD | ||||
| common stock | Purchase | 100 | 47.5900 USD | ||||
| common stock | Purchase | 100 | 47.0400 USD | ||||
| common stock | Purchase | 100 | 46.8200 USD | ||||
| common stock | Purchase | 92 | 47.1406 USD | ||||
| common stock | Purchase | 22 | 47.4786 USD | ||||
| common stock | Purchase | 5 | 47.3000 USD | ||||
| common stock | Purchase | 3 | 47.2800 USD | ||||
| common stock | Sale | 47,124 | 46.9294 USD | ||||
| common stock | Sale | 44,960 | 47.2136 USD | ||||
| common stock | Sale | 43,572 | 47.1275 USD | ||||
| common stock | Sale | 29,958 | 47.0369 USD | ||||
| common stock | Sale | 22,380 | 47.1100 USD | ||||
| common stock | Sale | 14,341 | 47.1751 USD | ||||
| common stock | Sale | 13,173 | 47.0227 USD | ||||
| common stock | Sale | 11,404 | 47.1110 USD | ||||
| common stock | Sale | 9,006 | 47.0985 USD | ||||
| common stock | Sale | 8,967 | 47.2052 USD | ||||
| common stock | Sale | 6,172 | 47.1102 USD | ||||
| common stock | Sale | 5,937 | 47.2135 USD | ||||
| common stock | Sale | 5,323 | 47.1224 USD | ||||
| common stock | Sale | 5,000 | 47.1618 USD | ||||
| common stock | Sale | 4,186 | 47.1808 USD | ||||
| common stock | Sale | 3,832 | 47.1866 USD | ||||
| common stock | Sale | 3,337 | 47.1142 USD | ||||
| common stock | Sale | 2,874 | 47.2845 USD | ||||
| common stock | Sale | 2,200 | 47.0100 USD | ||||
| common stock | Sale | 1,756 | 47.0194 USD | ||||
| common stock | Sale | 1,713 | 47.3440 USD | ||||
| common stock | Sale | 1,611 | 47.0001 USD | ||||
| common stock | Sale | 1,455 | 47.1284 USD | ||||
| common stock | Sale | 1,433 | 46.9281 USD | ||||
| common stock | Sale | 991 | 47.0200 USD | ||||
| common stock | Sale | 900 | 46.9488 USD | ||||
| common stock | Sale | 900 | 46.9466 USD | ||||
| common stock | Sale | 856 | 46.8995 USD | ||||
| common stock | Sale | 790 | 47.3112 USD | ||||
| common stock | Sale | 743 | 47.1753 USD | ||||
| common stock | Sale | 510 | 46.9667 USD | ||||
| common stock | Sale | 480 | 47.0106 USD | ||||
| common stock | Sale | 451 | 46.9613 USD | ||||
| common stock | Sale | 318 | 47.0800 USD | ||||
| common stock | Sale | 315 | 46.8972 USD | ||||
| common stock | Sale | 277 | 47.1994 USD | ||||
| common stock | Sale | 243 | 47.1867 USD | ||||
| common stock | Sale | 214 | 46.9000 USD | ||||
| common stock | Sale | 200 | 47.2380 USD | ||||
| common stock | Sale | 200 | 46.8900 USD | ||||
| common stock | Sale | 200 | 47.6600 USD | ||||
| common stock | Sale | 189 | 47.2049 USD | ||||
| common stock | Sale | 174 | 47.2004 USD | ||||
| common stock | Sale | 160 | 46.9043 USD | ||||
| common stock | Sale | 126 | 46.9526 USD | ||||
| common stock | Sale | 106 | 47.5800 USD | ||||
| common stock | Sale | 105 | 47.1876 USD | ||||
| common stock | Sale | 101 | 47.0502 USD | ||||
| common stock | Sale | 100 | 46.8500 USD | ||||
| common stock | Sale | 99 | 46.9400 USD | ||||
| common stock | Sale | 80 | 47.3656 USD | ||||
| common stock | Sale | 62 | 47.0300 USD | ||||
| common stock | Sale | 50 | 47.1420 USD | ||||
| common stock | Sale | 50 | 47.1300 USD | ||||
| common stock | Sale | 24 | 47.1350 USD | ||||
| common stock | Sale | 22 | 47.4786 USD | ||||
| common stock | Sale | 15 | 47.1500 USD | ||||
| common stock | Sale | 13 | 47.2600 USD | ||||
| common stock | Sale | 1 | 47.2590 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 | |||
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| securities |
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| common stock | SWAP | Increasing Long | 21,760 | 46.9794 USD | |||
| common stock | SWAP | Decreasing Long | 4,224 | 47.1125 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: | 09 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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