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
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(a) Full name of
discloser:
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The Bank of
New York Mellon Corporation and its subsidiaries, 1. The Bank of
New York Mellon, 2. BNY Mellon Investment Adviser, Inc., 3. Mellon
Investments Corporation, 4. BNY Mellon, National Association, 5.
Pershing LLC, 6. BNY Mellon Advisors, Inc. 7. BNY Mellon Trust of
Delaware, 8. BNY Mellon Securities Corporation
|
|
(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.
|
|
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(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
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International Paper
Company
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(d) If an exempt fund manager
connected with an offeror/offeree, state this and specify identity
of offeror/offeree:
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N/A
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(e) Date position
held/dealing undertaken:
For
an opening position disclosure, state the latest practicable date
prior to the disclosure
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21
November 2024
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(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"
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Yes, we
are reporting in respect to the Offeree Smith (DS) plc
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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)
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Class of relevant
security:
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Common
Stock
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|
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Interests
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Short
positions
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|
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Number
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%
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Number
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%
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(1) Relevant securities owned
and/or controlled:
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4,661,9421,2
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1.34%
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|
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(2) Cash-settled
derivatives:
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|
|
|
|
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(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
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|
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TOTAL:
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4,661,9421,2
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1.34%
|
|
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1 The Bank of New York Mellon
Corporation and its subsidiaries do not have discretion regarding
voting decisions in respect of 563,454 shares that are included in
the total above.
2 The change in the holding of
1,030 shares since the last disclosure on 21st November
2024 is due to the Transfer In of discretionary
holdings.
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)
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Class of relevant security in
relation to which subscription right exists:
|
|
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Details, including nature of
the rights concerned and relevant percentages:
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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
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Class of relevant
security
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Purchase/sale
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Number of
securities
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Price per
unit
|
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Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
Common
Stock
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Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Sale
Sale
Sale
Sale
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75
75
50
20
100
155
800
160
410
288
120
247.678
950
41.394
98.047
8,591.644
27
10,933.614
6.864
25.365
|
USD
58.14
USD
58.8699
USD
59.15
USD
59.1799
USD
59.28
USD
58.1135
USD
58.20
USD
58.2589
USD
59.145
USD
59.2021
USD
59.26
USD
59.15
USD
59.1541
USD
59.1594
USD
59.1598
USD
58.385
USD
59.08
USD
59.20
USD
59.3711
USD
59.4305
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(b) Cash-settled
derivative transactions
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Class of relevant
security
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Product
description
e.g. CFD
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Nature of
dealing
e.g. opening/closing a
long/short position, increasing/reducing a long/short
position
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Number of reference
securities
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Price per
unit
|
|
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|
|
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(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
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Class of relevant
security
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Product
description e.g. call
option
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Writing, purchasing, selling,
varying etc.
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Number of securities to which
option relates
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Exercise price per
unit
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Type
e.g. American, European
etc.
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Expiry date
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Option money paid/ received
per unit
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(ii)
Exercise
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Class of relevant
security
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Product
description
e.g. call
option
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Exercising/ exercised
against
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Number of
securities
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Exercise price per
unit
|
|
|
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(d) Other dealings
(including subscribing for new securities)
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Class of relevant
security
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Nature of
dealing
e.g. subscription,
conversion
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Details
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Price per unit (if
applicable)
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4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
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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"
|
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None
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(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 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"
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None
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(c)
Attachments
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Is a Supplemental Form 8
(Open Positions) attached?
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No
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Date of disclosure:
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22 November
2024
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Contact name:
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Kevin
Lockhart
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Telephone number*:
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516 338
3283
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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.