| 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: | 30 Jan 2025 | |||||
| (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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| 890,358 | 0.26% | 641,264 | 0.18% |
| (2) | Cash-settled derivatives: |
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| and/or controlled: |
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| 530,718 | 0.15% | 38,610 | 0.01% |
| (3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: |
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| 60,100 | 0.02% | 0 | 0.00% |
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| TOTAL: |
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| 1,481,176 | 0.43% | 679,874 | 0.20% |
| (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 | 994,680 | 56.6496 USD | ||||
| common stock | Purchase | 499,118 | 56.9339 USD | ||||
| common stock | Purchase | 231,617 | 56.3945 USD | ||||
| common stock | Purchase | 135,968 | 56.7646 USD | ||||
| common stock | Purchase | 97,660 | 56.0775 USD | ||||
| common stock | Purchase | 58,480 | 56.5955 USD | ||||
| common stock | Purchase | 42,329 | 56.7450 USD | ||||
| common stock | Purchase | 41,813 | 57.0500 USD | ||||
| common stock | Purchase | 38,444 | 55.3167 USD | ||||
| common stock | Purchase | 24,225 | 56.6381 USD | ||||
| common stock | Purchase | 20,830 | 55.4426 USD | ||||
| common stock | Purchase | 16,357 | 56.4736 USD | ||||
| common stock | Purchase | 15,000 | 56.8677 USD | ||||
| common stock | Purchase | 14,933 | 55.1696 USD | ||||
| common stock | Purchase | 13,939 | 56.3683 USD | ||||
| common stock | Purchase | 13,351 | 57.0333 USD | ||||
| common stock | Purchase | 11,170 | 56.4903 USD | ||||
| common stock | Purchase | 10,425 | 57.2123 USD | ||||
| common stock | Purchase | 10,395 | 56.5499 USD | ||||
| common stock | Purchase | 6,727 | 55.1929 USD | ||||
| common stock | Purchase | 5,472 | 56.1182 USD | ||||
| common stock | Purchase | 4,447 | 56.6941 USD | ||||
| common stock | Purchase | 4,397 | 56.5501 USD | ||||
| common stock | Purchase | 3,739 | 57.2355 USD | ||||
| common stock | Purchase | 2,972 | 56.2402 USD | ||||
| common stock | Purchase | 2,787 | 56.6382 USD | ||||
| common stock | Purchase | 2,756 | 56.0528 USD | ||||
| common stock | Purchase | 2,576 | 56.8967 USD | ||||
| common stock | Purchase | 2,523 | 56.8884 USD | ||||
| common stock | Purchase | 2,093 | 56.0904 USD | ||||
| common stock | Purchase | 2,000 | 57.2000 USD | ||||
| common stock | Purchase | 1,835 | 56.5796 USD | ||||
| common stock | Purchase | 1,596 | 56.8827 USD | ||||
| common stock | Purchase | 1,561 | 55.9847 USD | ||||
| common stock | Purchase | 1,403 | 55.3613 USD | ||||
| common stock | Purchase | 1,400 | 56.5107 USD | ||||
| common stock | Purchase | 1,227 | 57.2009 USD | ||||
| common stock | Purchase | 1,077 | 55.7274 USD | ||||
| common stock | Purchase | 1,048 | 56.9302 USD | ||||
| common stock | Purchase | 936 | 56.6978 USD | ||||
| common stock | Purchase | 900 | 54.9294 USD | ||||
| common stock | Purchase | 790 | 55.0363 USD | ||||
| common stock | Purchase | 776 | 56.6870 USD | ||||
| common stock | Purchase | 700 | 56.3514 USD | ||||
| common stock | Purchase | 601 | 55.0216 USD | ||||
| common stock | Purchase | 515 | 56.1957 USD | ||||
| common stock | Purchase | 458 | 55.5597 EUR | ||||
| common stock | Purchase | 434 | 55.1772 USD | ||||
| common stock | Purchase | 426 | 55.5912 USD | ||||
| common stock | Purchase | 301 | 55.0300 USD | ||||
| common stock | Purchase | 281 | 55.8061 USD | ||||
| common stock | Purchase | 270 | 55.8550 USD | ||||
| common stock | Purchase | 242 | 55.5549 USD | ||||
| common stock | Purchase | 200 | 56.4750 USD | ||||
| common stock | Purchase | 200 | 56.2600 USD | ||||
| common stock | Purchase | 147 | 55.1863 USD | ||||
| common stock | Purchase | 124 | 55.2912 USD | ||||
| common stock | Purchase | 102 | 57.0626 USD | ||||
| common stock | Purchase | 100 | 56.9700 USD | ||||
| common stock | Purchase | 100 | 54.9850 USD | ||||
| common stock | Purchase | 100 | 56.1700 USD | ||||
| common stock | Purchase | 88 | 56.9500 USD | ||||
| common stock | Sale | 1,327,854 | 56.5529 USD | ||||
| common stock | Sale | 177,269 | 56.9166 USD | ||||
| common stock | Sale | 134,233 | 56.9218 USD | ||||
| common stock | Sale | 88,014 | 57.0500 USD | ||||
| common stock | Sale | 85,853 | 56.5641 USD | ||||
| common stock | Sale | 79,063 | 56.9728 USD | ||||
| common stock | Sale | 70,544 | 55.8415 USD | ||||
| common stock | Sale | 36,580 | 56.9046 USD | ||||
| common stock | Sale | 34,734 | 56.9794 USD | ||||
| common stock | Sale | 32,039 | 56.9265 USD | ||||
| common stock | Sale | 24,641 | 56.7471 USD | ||||
| common stock | Sale | 20,830 | 55.4426 USD | ||||
| common stock | Sale | 20,064 | 56.4955 USD | ||||
| common stock | Sale | 18,444 | 57.0521 USD | ||||
| common stock | Sale | 16,444 | 56.7039 USD | ||||
| common stock | Sale | 11,527 | 56.7556 USD | ||||
| common stock | Sale | 9,594 | 56.4096 USD | ||||
| common stock | Sale | 8,203 | 56.7980 USD | ||||
| common stock | Sale | 7,282 | 56.9163 USD | ||||
| common stock | Sale | 5,342 | 56.0133 USD | ||||
| common stock | Sale | 5,253 | 56.9694 USD | ||||
| common stock | Sale | 5,006 | 56.8741 USD | ||||
| common stock | Sale | 3,861 | 56.8714 USD | ||||
| common stock | Sale | 3,803 | 56.8863 USD | ||||
| common stock | Sale | 3,405 | 55.6123 USD | ||||
| common stock | Sale | 3,400 | 56.8166 USD | ||||
| common stock | Sale | 3,323 | 57.2622 USD | ||||
| common stock | Sale | 3,288 | 56.9204 USD | ||||
| common stock | Sale | 2,401 | 56.8479 USD | ||||
| common stock | Sale | 2,386 | 56.6891 USD | ||||
| common stock | Sale | 2,376 | 56.8593 USD | ||||
| common stock | Sale | 1,911 | 56.8702 USD | ||||
| common stock | Sale | 1,871 | 56.4784 USD | ||||
| common stock | Sale | 1,746 | 56.8096 USD | ||||
| common stock | Sale | 1,576 | 56.9817 USD | ||||
| common stock | Sale | 1,553 | 56.8828 USD | ||||
| common stock | Sale | 1,227 | 57.2009 USD | ||||
| common stock | Sale | 1,200 | 56.8897 USD | ||||
| common stock | Sale | 1,153 | 56.8631 USD | ||||
| common stock | Sale | 1,127 | 57.3100 USD | ||||
| common stock | Sale | 936 | 56.6978 USD | ||||
| common stock | Sale | 920 | 57.1735 USD | ||||
| common stock | Sale | 896 | 56.8159 USD | ||||
| common stock | Sale | 890 | 56.7391 USD | ||||
| common stock | Sale | 875 | 57.1311 USD | ||||
| common stock | Sale | 776 | 56.6870 USD | ||||
| common stock | Sale | 755 | 57.2627 USD | ||||
| common stock | Sale | 700 | 56.4942 USD | ||||
| common stock | Sale | 700 | 56.9828 USD | ||||
| common stock | Sale | 686 | 56.9617 USD | ||||
| common stock | Sale | 528 | 56.5300 USD | ||||
| common stock | Sale | 458 | 55.5597 EUR | ||||
| common stock | Sale | 416 | 57.0215 USD | ||||
| common stock | Sale | 400 | 55.7875 USD | ||||
| common stock | Sale | 382 | 56.8830 USD | ||||
| common stock | Sale | 309 | 56.6608 USD | ||||
| common stock | Sale | 300 | 56.9433 USD | ||||
| common stock | Sale | 252 | 56.5001 USD | ||||
| common stock | Sale | 221 | 57.0100 USD | ||||
| common stock | Sale | 206 | 56.9999 USD | ||||
| common stock | Sale | 200 | 56.9714 USD | ||||
| common stock | Sale | 200 | 57.3400 USD | ||||
| common stock | Sale | 166 | 56.9546 USD | ||||
| common stock | Sale | 100 | 56.8600 USD | ||||
| common stock | Sale | 100 | 57.6800 USD | ||||
| common stock | Sale | 100 | 57.5800 USD | ||||
| common stock | Sale | 100 | 57.1250 USD | ||||
| common stock | Sale | 100 | 56.7200 USD | ||||
| common stock | Sale | 100 | 57.3600 USD | ||||
| common stock | Sale | 45 | 56.9320 USD | ||||
| common stock | Sale | 36 | 56.9425 USD | ||||
| common stock | Sale | 9 | 57.0800 USD | ||||
| common stock | Sale | 7 | 55.3600 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 | Opening Short | 18,300 | 55.2235 USD | |||
| common stock | SWAP | Increasing Long | 3,320 | 57.2611 USD | |||
| common stock | SWAP | Decreasing Long | 106 | 56.5967 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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| 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: | 31 Jan 2025 | ||||||
| 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 COMPANY | ||||||
| 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 | Call Options | Purchased | 29,100 | 60.0000 | American | 31 Jan 2025 | |
| common stock | Call Options | Purchased | 31,000 | 63.0000 | American | 31 Jan 2025 | |
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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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