| 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: | 22 Jan 2025 | |||||
| (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: | | | 735,596 | 0.21% | 620,353 | 0.18% |
| (2) | Cash-settled derivatives: | | | | | ||
| | and/or controlled: | | | 515,569 | 0.15% | 20,310 | 0.01% |
| (3) | Stock-settled derivatives (including options) | | | | | ||
| | and agreements to purchase/sell: | | | 0 | 0.00% | 35,000 | 0.01% |
| | | | | | | | |
| | TOTAL: | | | 1,251,165 | 0.36% | 675,663 | 0.19% |
| (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 | 150,194 | 58.1928 USD | ||||
| common stock | Purchase | 67,255 | 58.1717 USD | ||||
| common stock | Purchase | 45,236 | 58.1978 USD | ||||
| common stock | Purchase | 33,979 | 58.1955 USD | ||||
| common stock | Purchase | 33,357 | 58.1854 USD | ||||
| common stock | Purchase | 25,033 | 58.1876 USD | ||||
| common stock | Purchase | 23,742 | 58.1900 USD | ||||
| common stock | Purchase | 22,280 | 58.1908 USD | ||||
| common stock | Purchase | 8,408 | 58.1952 USD | ||||
| common stock | Purchase | 8,315 | 58.1809 USD | ||||
| common stock | Purchase | 8,287 | 58.1912 USD | ||||
| common stock | Purchase | 7,148 | 58.1427 USD | ||||
| common stock | Purchase | 7,087 | 58.1482 USD | ||||
| common stock | Purchase | 6,679 | 58.1566 USD | ||||
| common stock | Purchase | 6,209 | 58.1756 USD | ||||
| common stock | Purchase | 3,697 | 58.1968 USD | ||||
| common stock | Purchase | 3,614 | 58.1635 USD | ||||
| common stock | Purchase | 3,187 | 58.1550 USD | ||||
| common stock | Purchase | 2,770 | 58.3423 USD | ||||
| common stock | Purchase | 2,336 | 58.1865 USD | ||||
| common stock | Purchase | 2,213 | 58.0994 USD | ||||
| common stock | Purchase | 1,718 | 58.1925 USD | ||||
| common stock | Purchase | 1,700 | 58.0629 USD | ||||
| common stock | Purchase | 1,600 | 58.1162 USD | ||||
| common stock | Purchase | 1,560 | 58.2262 USD | ||||
| common stock | Purchase | 1,523 | 58.0949 USD | ||||
| common stock | Purchase | 1,403 | 58.1407 USD | ||||
| common stock | Purchase | 1,285 | 58.1000 USD | ||||
| common stock | Purchase | 1,194 | 58.1836 USD | ||||
| common stock | Purchase | 995 | 58.1641 USD | ||||
| common stock | Purchase | 765 | 58.1136 USD | ||||
| common stock | Purchase | 673 | 58.1827 USD | ||||
| common stock | Purchase | 600 | 58.0050 USD | ||||
| common stock | Purchase | 583 | 58.2687 USD | ||||
| common stock | Purchase | 503 | 58.1675 USD | ||||
| common stock | Purchase | 471 | 58.2566 USD | ||||
| common stock | Purchase | 316 | 58.0536 USD | ||||
| common stock | Purchase | 312 | 58.0503 USD | ||||
| common stock | Purchase | 204 | 58.1337 USD | ||||
| common stock | Purchase | 200 | 58.0500 USD | ||||
| common stock | Purchase | 200 | 58.1950 USD | ||||
| common stock | Purchase | 121 | 58.0681 USD | ||||
| common stock | Purchase | 100 | 58.1500 USD | ||||
| common stock | Purchase | 100 | 58.2000 USD | ||||
| common stock | Purchase | 61 | 58.1800 USD | ||||
| common stock | Purchase | 40 | 58.1600 USD | ||||
| common stock | Purchase | 1 | 58.1300 USD | ||||
| common stock | Purchase | 1 | 58.0300 USD | ||||
| common stock | Sale | 67,255 | 58.1717 USD | ||||
| common stock | Sale | 54,395 | 58.2087 USD | ||||
| common stock | Sale | 36,372 | 58.2056 USD | ||||
| common stock | Sale | 29,397 | 58.1562 USD | ||||
| common stock | Sale | 27,505 | 58.1589 USD | ||||
| common stock | Sale | 26,207 | 58.1927 USD | ||||
| common stock | Sale | 23,050 | 58.2278 USD | ||||
| common stock | Sale | 18,213 | 58.1992 USD | ||||
| common stock | Sale | 16,229 | 58.1630 USD | ||||
| common stock | Sale | 16,102 | 58.2215 USD | ||||
| common stock | Sale | 15,941 | 58.1944 USD | ||||
| common stock | Sale | 12,635 | 58.1532 USD | ||||
| common stock | Sale | 11,153 | 58.1900 USD | ||||
| common stock | Sale | 10,839 | 58.1644 USD | ||||
| common stock | Sale | 10,504 | 58.1807 USD | ||||
| common stock | Sale | 8,315 | 58.1809 USD | ||||
| common stock | Sale | 5,398 | 58.1950 USD | ||||
| common stock | Sale | 4,538 | 58.1634 USD | ||||
| common stock | Sale | 4,152 | 58.2647 USD | ||||
| common stock | Sale | 3,155 | 58.1225 USD | ||||
| common stock | Sale | 2,770 | 58.3423 USD | ||||
| common stock | Sale | 2,650 | 58.0596 USD | ||||
| common stock | Sale | 2,571 | 58.1380 USD | ||||
| common stock | Sale | 2,485 | 58.2081 USD | ||||
| common stock | Sale | 2,336 | 58.1179 USD | ||||
| common stock | Sale | 1,857 | 58.2830 USD | ||||
| common stock | Sale | 1,537 | 58.1977 USD | ||||
| common stock | Sale | 1,299 | 58.1846 USD | ||||
| common stock | Sale | 1,194 | 58.1836 USD | ||||
| common stock | Sale | 989 | 58.2630 USD | ||||
| common stock | Sale | 583 | 58.2687 USD | ||||
| common stock | Sale | 500 | 58.1420 USD | ||||
| common stock | Sale | 431 | 58.2653 USD | ||||
| common stock | Sale | 361 | 58.1594 USD | ||||
| common stock | Sale | 346 | 58.2809 USD | ||||
| common stock | Sale | 300 | 58.0666 USD | ||||
| common stock | Sale | 300 | 58.1250 USD | ||||
| common stock | Sale | 300 | 57.8850 USD | ||||
| common stock | Sale | 200 | 58.2500 USD | ||||
| common stock | Sale | 142 | 58.1880 USD | ||||
| common stock | Sale | 125 | 58.1020 USD | ||||
| common stock | Sale | 125 | 58.1920 USD | ||||
| common stock | Sale | 105 | 58.2523 USD | ||||
| common stock | Sale | 100 | 58.2000 USD | ||||
| common stock | Sale | 100 | 58.2300 USD | ||||
| common stock | Sale | 100 | 58.2900 USD | ||||
| common stock | Sale | 69 | 58.1813 USD | ||||
| common stock | Sale | 43 | 58.4050 USD | ||||
| common stock | Sale | 35 | 58.0935 USD | ||||
| common stock | Sale | 35 | 58.1442 USD | ||||
| common stock | Sale | 32 | 58.2600 USD | ||||
| common stock | Sale | 30 | 58.1290 USD | ||||
| common stock | Sale | 20 | 58.1700 USD | ||||
| common stock | Sale | 15 | 58.0700 USD | ||||
| common stock | Sale | 5 | 58.1600 USD | ||||
| common stock | Sale | 5 | 58.2700 USD | ||||
| common stock | Sale | 5 | 58.0800 USD | ||||
| common stock | Sale | 5 | 57.9640 USD | ||||
| common stock | Sale | 1 | 58.1300 USD | ||||
| | | | | | | | |
| (b) | Cash-settled derivative transactions | | |||||
| Class of | Product | Nature of dealing | Number of | Price per | |||
| relevant | description | | reference | unit | |||
| security | | | securities | | |||
| common stock | SWAP | Opening Short | 13,300 | 58.1900 USD | |||
| common stock | SWAP | Increasing Long | 17 | 58.1888 USD | |||
| common stock | SWAP | Increasing Long | 3,211 | 58.1648 USD | |||
| common stock | SWAP | Decreasing Long | 32,125 | 58.1531 USD | |||
| | | | | | | | |
| (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 | | | | |
| | | | | | | | |
| | | | | | | | |
| (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: | 23 Jan 2025 | ||||||
| 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 COMPANY | ||||||
| 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 | -35,000 | 55.0000 | American | 24 Jan 2025 | |
| | | | | | | | |
| 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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