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: | Citadel Group |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | DS SMITH PLC |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | N/A |
| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 30 January 2025 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES INTERNATIONAL PAPER CO |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(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 | ISIN GB0008220112 10p Ordinary | |||
|
| Interests | Short positions | ||
|
| Number | % | Number | % |
| (1) Relevant securities owned and/or controlled: | 7,915 | 0.00 | 34,839 | 0.00 |
| (2) Cash-settled derivatives:
| 17,014,844 | 1.22 | 96,037 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
|
TOTAL: | 17,022,759 | 1.22 | 130,876 | 0.00 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
| Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
| Common | Buy Transaction | 800 | 5.6200 GBP |
| Common | Buy Transaction | 1,214 | 5.6250 GBP |
| Common | Buy Transaction | 730 | 5.6300 GBP |
| Common | Buy Transaction | 2,668 | 5.6450 GBP |
| Common | Buy Transaction | 864 | 5.6500 GBP |
| Common | Buy Transaction | 3,100 | 5.6800 GBP |
| Common | Buy Transaction | 4,822 | 5.6850 GBP |
| Common | Buy Transaction | 169 | 5.6900 GBP |
| Common | Buy Transaction | 527 | 5.6950 GBP |
| Common | Buy Transaction | 1,718 | 5.7000 GBP |
| Common | Buy Transaction | 3,635 | 5.7050 GBP |
| Common | Buy Transaction | 2,598 | 5.7100 GBP |
| Common | Buy Transaction | 774 | 5.7150 GBP |
| Common | Buy Transaction | 3,186 | 5.7200 GBP |
| Common | Buy Transaction | 2,008 | 5.7250 GBP |
| Common | Buy Transaction | 19,243 | 5.7300 GBP |
| Common | Buy Transaction | 109 | 5.7350 GBP |
| Common | Buy Transaction | 18,657 | 5.7400 GBP |
| Common | Buy Transaction | 9,748 | 5.7450 GBP |
| Common | Buy Transaction | 11,209 | 5.7500 GBP |
| Common | Buy Transaction | 959 | 5.7550 GBP |
| Common | Buy Transaction | 7,168 | 5.7600 GBP |
| Common | Buy Transaction | 1,162 | 5.7650 GBP |
| Common | Buy Transaction | 41,452 | 5.7700 GBP |
| Common | Buy Transaction | 12,568 | 5.7750 GBP |
| Common | Buy Transaction | 9,767 | 5.7800 GBP |
| Common | Buy Transaction | 30,980 | 5.7850 GBP |
| Common | Buy Transaction | 13,546 | 5.7900 GBP |
| Common | Buy Transaction | 8,355 | 5.7950 GBP |
| Common | Buy Transaction | 22,403 | 5.8000 GBP |
| Common | Buy Transaction | 7,149 | 5.8050 GBP |
| Common | Buy Transaction | 2,071 | 5.8075 GBP |
| Common | Buy Transaction | 15,027 | 5.8100 GBP |
| Common | Buy Transaction | 4,659 | 5.8125 GBP |
| Common | Buy Transaction | 7,429 | 5.8150 GBP |
| Common | Buy Transaction | 428 | 5.8175 GBP |
| Common | Buy Transaction | 14,564 | 5.8200 GBP |
| Common | Buy Transaction | 442 | 5.8225 GBP |
| Common | Buy Transaction | 14,389 | 5.8250 GBP |
| Common | Buy Transaction | 7,112 | 5.8275 GBP |
| Common | Buy Transaction | 18,061 | 5.8300 GBP |
| Common | Buy Transaction | 10,968 | 5.8350 GBP |
| Common | Buy Transaction | 22,024 | 5.8400 GBP |
| Common | Buy Transaction | 142 | 5.8425 GBP |
| Common | Buy Transaction | 16,125 | 5.8450 GBP |
| Common | Buy Transaction | 7,015 | 5.8500 GBP |
| Common | Buy Transaction | 12,907 | 5.8550 GBP |
| Common | Buy Transaction | 5,000 | 5.8600 GBP |
| Common | Buy Transaction | 5,566 | 5.8650 GBP |
| Common | Buy Transaction | 4,815 | 5.8700 GBP |
| Common | Buy Transaction | 7,643 | 5.8750 GBP |
| Common | Buy Transaction | 695 | 5.8800 GBP |
| Common | Buy Transaction | 15,000 | 5.8850 GBP |
| Common | Buy Transaction | 10,745 | 5.8900 GBP |
| Common | Buy Transaction | 4,560 | 5.8950 GBP |
| Common | Buy Transaction | 3,730 | 5.9000 GBP |
| Common | Buy Transaction | 3,120 | 5.9050 GBP |
| Common | Buy Transaction | 1,132 | 5.9100 GBP |
| Common | Buy Transaction | 1,630 | 5.9150 GBP |
| Common | Buy Transaction | 4,660 | 5.9200 GBP |
| Common | Buy Transaction | 2,144 | 5.9500 GBP |
| Common | Buy Transaction | 10 | 5.9600 GBP |
| Common | Buy Transaction | 27,372 | 5.9700 GBP |
| Common | Buy Transaction | 1,444 | 5.9750 GBP |
| Common | Buy Transaction | 863 | 5.9800 GBP |
| Common | Buy Transaction | 14,325 | 5.9850 GBP |
| Common | Buy Transaction | 17,969 | 5.9900 GBP |
| Common | Buy Transaction | 7,660 | 5.9950 GBP |
| Common | Sell Transaction | 2,684 | 5.6300 GBP |
| Common | Sell Transaction | 195 | 5.6550 GBP |
| Common | Sell Transaction | 2,393 | 5.6650 GBP |
| Common | Sell Transaction | 9,170 | 5.6700 GBP |
| Common | Sell Transaction | 10 | 5.6800 GBP |
| Common | Sell Transaction | 2,951 | 5.6950 GBP |
| Common | Sell Transaction | 10,211 | 5.7000 GBP |
| Common | Sell Transaction | 370 | 5.7025 GBP |
| Common | Sell Transaction | 6,085 | 5.7050 GBP |
| Common | Sell Transaction | 1,668 | 5.7100 GBP |
| Common | Sell Transaction | 33,736 | 5.7200 GBP |
| Common | Sell Transaction | 4,120 | 5.7250 GBP |
| Common | Sell Transaction | 4,548 | 5.7300 GBP |
| Common | Sell Transaction | 15,177 | 5.7350 GBP |
| Common | Sell Transaction | 17,690 | 5.7400 GBP |
| Common | Sell Transaction | 6,033 | 5.7450 GBP |
| Common | Sell Transaction | 1,929 | 5.7500 GBP |
| Common | Sell Transaction | 2,584 | 5.7550 GBP |
| Common | Sell Transaction | 12,784 | 5.7600 GBP |
| Common | Sell Transaction | 5,194 | 5.7650 GBP |
| Common | Sell Transaction | 7,080 | 5.7700 GBP |
| Common | Sell Transaction | 9,582 | 5.7750 GBP |
| Common | Sell Transaction | 1,136 | 5.7775 GBP |
| Common | Sell Transaction | 37,329 | 5.7800 GBP |
| Common | Sell Transaction | 7,272 | 5.7850 GBP |
| Common | Sell Transaction | 17,830 | 5.7900 GBP |
| Common | Sell Transaction | 5,775 | 5.7950 GBP |
| Common | Sell Transaction | 797 | 5.8000 GBP |
| Common | Sell Transaction | 887 | 5.8025 GBP |
| Common | Sell Transaction | 7,106 | 5.8050 GBP |
| Common | Sell Transaction | 27,484 | 5.8100 GBP |
| Common | Sell Transaction | 7,579 | 5.8150 GBP |
| Common | Sell Transaction | 13,533 | 5.8200 GBP |
| Common | Sell Transaction | 18,367 | 5.8250 GBP |
| Common | Sell Transaction | 599 | 5.8275 GBP |
| Common | Sell Transaction | 41,890 | 5.8300 GBP |
| Common | Sell Transaction | 41,593 | 5.8350 GBP |
| Common | Sell Transaction | 31,884 | 5.8400 GBP |
| Common | Sell Transaction | 17,926 | 5.8450 GBP |
| Common | Sell Transaction | 26,936 | 5.8500 GBP |
| Common | Sell Transaction | 14,043 | 5.8550 GBP |
| Common | Sell Transaction | 5,938 | 5.8600 GBP |
| Common | Sell Transaction | 16,526 | 5.8650 GBP |
| Common | Sell Transaction | 3,268 | 5.8700 GBP |
| Common | Sell Transaction | 4,199 | 5.8750 GBP |
| Common | Sell Transaction | 4,278 | 5.8800 GBP |
| Common | Sell Transaction | 1,391 | 5.8850 GBP |
| Common | Sell Transaction | 1,028 | 5.8900 GBP |
| Common | Sell Transaction | 10 | 5.8950 GBP |
| Common | Sell Transaction | 8,559 | 5.9000 GBP |
| Common | Sell Transaction | 3,529 | 5.9050 GBP |
| Common | Sell Transaction | 950 | 5.9500 GBP |
| Common | Sell Transaction | 1,573 | 5.9600 GBP |
| Common | Sell Transaction | 4,107 | 5.9650 GBP |
| Common | Sell Transaction | 2,706 | 5.9800 GBP |
| Common | Sell Transaction | 1,686 | 5.9850 GBP |
| Common | Sell Transaction | 10,278 | 5.9900 GBP |
| Common | Sell Transaction | 5,534 | 5.9950 GBP |
| Common | Sell Transaction | 1,291 | 6.0000 GBP |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
| Common | CFD | Increasing long position | 32,386 | 5.8678 GBP |
| Common | CFD | Reducing long position | 3,707 | 5.8919 GBP |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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4. OTHER INFORMATION
(a) Indemnity and other dealing 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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
|
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 or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
|
None
|
(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 31 January 2025 |
| Contact name: | Paula Santos |
| Telephone number*: | 020 7645 9700 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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