Acquisition

Smith (DS) PLC
03 March 2004

NOT FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA.





3 March 2004



                                  DS SMITH PLC

              PROPOSED ACQUISITION OF LINPAC CONTAINERS FOR £170M

                 CREATING THE UK LEADER IN CORRUGATED PACKAGING

                         AND RIGHTS ISSUE TO RAISE £71M



DS Smith, the international packaging manufacturer and office products
wholesaler, announces that it has agreed with LINPAC Group Holdings Limited the
terms of the acquisition of the LINPAC Containers Group for £170 million in
cash.  As at 31 December 2003 LINPAC Containers had pro forma net cash of £3.5
million.



The Acquisition is being funded through DS Smith's existing debt facilities and
a new loan facility from The Royal Bank of Scotland plc.  This new debt will be
reduced using the proceeds of a fully underwritten Rights Issue which has also
been announced today and which will raise £71.0 million (net of expenses).



Acquisition Summary



Following the Acquisition, DS Smith will be the UK leader in corrugated
packaging, in addition to its existing leading UK positions in corrugated case
material paper (CCM) and the collection of recovered paper.  The Board expects
to derive the following key benefits from the Acquisition:



•     a broader customer base and a major presence in the large and more
resilient, fast-moving consumer goods (FMCG) segment of the corrugated packaging
market;



•     strengthening of DS Smith's position as a major European buyer and seller
of CCM, resulting in a better market mix and a reduction in the effect of the
paper cycle on the Group;



•     total synergies of £14.5 million in the second full financial year of
ownership resulting from cost reduction, better capacity utilisation and
improved paper margins; and



•     substantial earnings enhancement and a return on the investment in LINPAC
Containers Group above DS Smith's weighted average cost of capital, in the
second full financial year of ownership.



In view of its size, the Acquisition requires the approval of DS Smith
Shareholders at an extraordinary general meeting to be held on 22 March 2004 but
is not conditional on the Rights Issue.



Rights Issue Summary



The Rights Issue is expected to raise £71.0 million (net of expenses) on the
following basis:



•        One new share for every five existing shares



•        Issue price of 112p at a discount of 38.8% to yesterday's closing price
of 183p



•        The Rights Issue is neither conditional on the Acquisition being
completed nor on shareholder approval.



Commenting on the acquisition, Tony Thorne, Group Chief Executive of DS Smith,
said:



'We are delighted to be acquiring LINPAC Containers, a high quality business
with good market positions and an experienced management team.  On completion,
DS Smith will become the largest producer of corrugated packaging in the UK,
complementing existing leadership positions in CCM manufacture and the
collection of recovered paper.  We believe that by combining LINPAC Containers
with our existing business we will be able to generate substantial synergies.



'This move is in line with our strategy to develop our strong European regional
positions in Paper and Corrugated Packaging and is an excellent opportunity to
enhance the Group's earnings and increase shareholder value.'





UBS is acting as financial adviser to DS Smith.  Cazenove is acting as
underwriter and broker to DS Smith.  UBS and Cazenove are joint sponsors.





Enquiries



DS Smith Plc                                                       020 7932 5000
Tony Thorne, Group Chief Executive
Gavin Morris, Group Finance Director
Peter Aubusson, Group Communications Manager

UBS Investment Bank                                                020 7567 8000
Liam Beere/Markus Pressdee

Cazenove & Co. Ltd                                                 020 7588 2828
Malcolm Moir/Dermot McKechnie

Financial Dynamics                                                 020 7269 7291
Richard Mountain/Robert Gurner



A presentation for analysts and institutions will be held at 9.00 a.m. today at
UBS, 1 Finsbury Avenue, London EC2M 2PP.





NOT FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA.





3 March 2004



                                  DS SMITH PLC

              PROPOSED ACQUISITION OF LINPAC CONTAINERS FOR £170M

                 CREATING THE UK LEADER IN CORRUGATED PACKAGING

                         AND RIGHTS ISSUE TO RAISE £71M



DS Smith, the international packaging manufacturer and office products
wholesaler, announces that it has agreed with LINPAC Group Holdings Limited the
terms of the acquisition of the LINPAC Containers Group for £170 million in
cash.  As at 31 December 2003 LINPAC Containers had pro forma net cash of £3.5
million.



The Acquisition is being funded through DS Smith's existing debt facilities and
a new loan facility from The Royal Bank of Scotland plc.  This new debt will be
reduced using the proceeds of a fully underwritten Rights Issue which has also
been announced today and which will raise £71.0 million (net of expenses).



In view of its size, the Acquisition requires the approval of DS Smith
Shareholders at an extraordinary general meeting to be held on 22 March 2004 but
is not conditional on the Rights Issue.  The Rights Issue is not conditional on
completion of the Acquisition and does not require approval from DS Smith
Shareholders.





Background to the Acquisition



Strategy

DS Smith's strategy remains the achievement of operational improvement and the
development of its two principal activities, Packaging and Office Products
Wholesaling.  In Paper and Corrugated Packaging, the largest segment within
Packaging, the focus is on developing the Group's strong European regional
positions including its existing key UK position.  In the second Packaging
segment, Plastic Packaging, the Group is growing in the two focused markets of
liquid packaging and dispensing and industrial returnable transit packaging.
The Company's goal in Office Products is to rebuild profits in the UK while
rolling out the business model in continental Europe.



The Group is implementing its strategy through organic development and
acquisitions; in the last two and a half years the Group has invested
approximately £80 million in acquisitions.



DS Smith's Paper and Corrugated Packaging Business

The Group produces 1.1 billion square metres per annum of corrugated packaging
at 25 factories in the UK and 12 factories in continental Europe.  It has a
leading position in UK corrugated packaging, a strong established position in
France and developing positions in the higher growth markets of Eastern Europe
and Italy.  It manufactures 1.2 million tonnes of paper per annum at six mills
in the UK and three mills in continental Europe; of this, 1.1 million tonnes is
made from recycled recovered paper.  Approximately 0.9 million tonnes of the
paper produced is CCM which is used for manufacturing corrugated board and is
sold both to DS Smith's corrugated packaging manufacturing operations and to
third parties on the open market.  DS Smith is the leading UK producer of CCM
and the leading UK collector and merchant of recovered paper.



In UK Corrugated Packaging, DS Smith has strengthened its position in recent
years through increased operational efficiency and focusing on higher margin
segments.  DS Smith's share of the UK corrugated packaging market is estimated
to be approximately 13 per cent.  Approximately 60% of DS Smith's corrugated
packaging sales are for the FMCG sector with the remainder being for the
consumer durables and industrial sectors.  In 2001, the Group acquired and
successfully integrated a number of corrugated plants which had previously been
owned by Danisco Pack Limited, enabling it to gain both a substantial presence
in the growing lightweight speciality sheetboard segment and to strengthen its
network of sheet plants that convert corrugated board into boxes.  These
operations were combined with existing Group businesses and the intended
synergies were captured within the planned timescale, resulting in returns on
the investment well in excess of the Group's cost of capital.



The UK Corrugated Packaging Market

The Group estimates the UK market for Corrugated Packaging to be £1.8 billion or
4.8 billion square metres of corrugated board per annum.  The trend in demand is
influenced by overall economic activity and manufacturing output; compound
annual growth between 1996 and 2002 was 2.1%, although in the economic downturn
between 2000 and 2002, it was -0.7% (source: European Federation of Corrugated
Board Manufacturers).  Price erosion has been a feature of the market due to the
purchasing power of retailers and direct customers.



Within the total market, the growth rates of the different segments have varied
considerably.  Corrugated packaging usage in parts of the industrial
manufacturing segment has declined as a result of the transfer of manufacturing
from the UK to lower cost countries, while usage for FMCG, which accounts for
approximately 50% of the corrugated market, has been relatively strong due to
the continuing growth of this sector of the economy.  Other growth segments have
been the home delivery of products, particularly from internet purchases, the
substitution of wood by corrugated packaging and the increased use of
lightweight (microflute) board which can be used as both transit and display
packaging.





Information on LINPAC Containers Group



The LINPAC Containers Group is the leading UK independent manufacturer of
corrugated packaging and has an estimated market share of approximately 11%.  It
has no paper manufacturing capacity.  In the year ended 31 December 2003, the
LINPAC Containers Group's continuing operations had sales of £164 million,
almost entirely to UK customers.  94% of the LINPAC Containers Group's total
continuing revenue for the year ended 31 December 2003 was generated by
corrugated packaging with the remainder being accounted for by its two smaller
businesses: LINPAC Sacks, which is a leading UK supplier of paper sacks, and
Ralegh, a leading manufacturer of dies for cutting boxes out of corrugated board
and polymer plates, used in the production of printed packaging.  The majority
of Ralegh's output is for in-house use.



LINPAC Containers began trading as a supplier of corrugated packaging in 1959
from a site in Louth, Lincolnshire and has developed into a national player,
largely through organic expansion.  The corrugated packaging operations employ
approximately 1,320 people, convert approximately 265,000 tonnes of paper per
annum and produce approximately 550 million square metres of corrugated
packaging per annum from eight factories:



•        six conventional plants which produce corrugated board and convert it
into boxes (Louth, Featherstone, Devizes, Glasgow, Rawcliffe and Erith);



•        one sheet feeder plant at Louth which manufactures corrugated board to
sell to independent sheet plants; and



•        one sheet plant which converts board into boxes at Louth.



The LINPAC Containers Group's box making facilities are well-invested; the Louth
plant was built on a green field site in 1995 at a cost of approximately £30
million and is one of the most advanced box making plants in the UK.  The LINPAC
Containers Group's sales are particularly focused on packaging for FMCG products
such as beverages, foodstuffs, cosmetics and pet food.  Major FMCG manufacturers
account for over 85% of turnover and the top ten customers in aggregate
represent about 30% of sales.  No individual customer represents more than 5% of
sales.



The LINPAC Containers Group is owned by LINPAC Group Holdings Limited which was
acquired by Montagu Private Equity in August 2003.





Financial Information on LINPAC Containers Group



Summary financial information for the continuing operations of the LINPAC
Containers Group for the three years ended 31 December 2003 is set out below:


                                                                Year ended 31 December (£m)
                                                                  2001          2002          2003
Turnover                                                         167.9         163.2         164.0
EBITDA                                                            13.9          15.2          21.9
Operating profit                                                   5.4           6.8          13.4
Net assets                                                       52.1*         49.9*          38.4



* Includes discontinued operations





Reasons for the Acquisition



The Board of DS Smith believes that the Acquisition is an exceptional
opportunity to consolidate DS Smith's position by creating the leading
corrugated packaging company in the UK.  This belief is supported by DS Smith's
knowledge of the LINPAC Containers Group, gained through the companies'
important trading relationship over more than 30 years.  The Board believes that
the key benefits of the Acquisition are:



Improved market position

The Acquisition will broaden DS Smith's customer base and the markets it serves.
The LINPAC Containers Group has high quality customers including a number of
major FMCG companies, to which it is sole or joint supplier.  The Enlarged Group
will have a greater participation in the important FMCG segment, which has been
more resilient than other areas of packaging.  The Enlarged Group will also
continue to supply the higher added value market segments.



Strengthened paper position

The Acquisition will strengthen the Group's position as a major buyer and seller
of CCM.  The Enlarged Group's European operations, excluding Turkey, will
purchase from DS Smith's own paper mills and third parties approximately 940,000
tonnes of CCM per annum compared with approximately 675,000 tonnes per annum
previously.  DS Smith will continue to sell approximately 910,000 tonnes of CCM
per annum to the corrugated operations of DS Smith, LINPAC Containers and open
market customers.  This strengthened position will result in a better market mix
and a reduction in the effect of the paper cycle on the Group.



Increased manufacturing competitiveness

Combining and consolidating DS Smith's and the LINPAC Containers Group's
corrugated packaging operations will enable the Enlarged Group to be highly
competitive, through increased efficiency and a lower cost base.  The geographic
locations of the LINPAC Containers Group's and DS Smith's manufacturing sites
complement each other well, which will enable the Enlarged Group to derive
benefit from their integration.  The LINPAC Containers Group's plants are
well-invested, efficient and customer-responsive and it has pioneered 24 hours a
day, seven days per week working within the UK corrugated packaging industry.



Experienced management team

The LINPAC Containers Group has high quality staff and an experienced management
team who will contribute to the further success of the Enlarged Group.  The
Board's current intention is that the management of the LINPAC Containers
Group's and DS Smith's UK corrugated operations will be merged to form a strong
team to implement the integration of the businesses and to take the combined UK
corrugated packaging operations forward.



The Board believes that the Acquisition will deliver substantial value for DS
Smith Shareholders.





Operational Synergies and Financial Effects of the Acquisition



DS Smith intends to integrate the LINPAC Containers Group's operations and
facilities with its existing operations, generating significant commercial and
operational synergies.



The Board estimates that the total pre-tax operating synergies from the
Acquisition will be £14.5 million per annum (before integration costs as
detailed below) with £8 million being achieved within the first full financial
year following the Acquisition.  All synergies are expected to be reflected in
the cash flow.  These synergies will arise from:



•        cost reduction through rationalisation of facilities and the
elimination of duplicate head office functions;



•        better capacity utilisation in both corrugated packaging and paper; and



•        improved paper margins from a better market mix as a result of the
strengthening of DS Smith's position as a major buyer and seller of CCM.



The estimated integration and rationalisation costs of £10 million (of which
approximately £2 million will be non-cash) will be incurred predominantly
between Completion and the end of the first full financial year.  In addition,
there will be an investment in capital expenditure of approximately £7 million
and in working capital of approximately £2 million incurred predominantly
between Completion and the end of the first full financial year.



The Board believes that the Acquisition, after taking into account the Rights
Issue and including the synergies referred to above, will be earnings enhancing
in the first full financial year of ownership and substantially earnings
enhancing in the second full financial year of ownership (but before taking into
account the goodwill amortisation and the integration costs referred to above).
The Acquisition is expected to achieve a return in excess of the Group's
weighted average cost of capital in the second full financial year.



Upon completion of the Acquisition and the Rights Issue, DS Smith will have pro
forma net borrowings of approximately £315.3 million.





Current Trading and Prospects



Current trading of DS Smith

The Group produced a robust result in the first half of the financial year to 30
April 2004 despite margins in the paper business being significantly affected by
the cyclical downturn in the paper market.  The Group's focus on raising
operational performance was reflected in further profit improvements in
Corrugated Packaging and at Spicers.



Since the interim results, sales volumes have been generally satisfactory but
pricing has remained under pressure.  Paper margins have continued to be
squeezed, being additionally affected by increased energy and starch prices.
Recovered paper prices in the UK are now rising, following recent price
increases on the continent.  Responding to these cost pressures, the Group has
announced a paper price increase effective from the end of March, although the
benefits of this will not fully offset these higher costs during the balance of
this financial year.  The Board anticipates delivering results for the full year
to 30 April 2004 for DS Smith's existing businesses broadly in line with its
current expectations, which are consistent with the statement made at the time
of the interim results announcement in December 2003.



As previously indicated the Board is reviewing the funding arrangements of its
existing UK pension scheme and now expects to incur a charge to the profit and
loss account from financial year 2004/05.



Current trading of the LINPAC Containers Group

The LINPAC Containers Group traded strongly in the closing period of its
financial year to 31 December 2003.  This trend has continued in the early weeks
of this year and results have been in line with the expectations of LINPAC
Containers' management and the assumptions made by the Board in its assessment
of the Acquisition.  The Board is confident about the prospects for the LINPAC
Containers Group in its current financial year.



Prospects for the Enlarged Group

The Acquisition will generate significant opportunities for synergies and the
Board is confident about the prospects for the Enlarged Group.







Dividends



As stated in the 2003 Annual Report, the Board attaches considerable importance
to the Group's capacity to pay its shareholders a reliable and significant
dividend consistent with its objective of sustaining around two times dividend
cover over the course of the business cycle.  DS Smith intends to adjust
ordinary dividend payments to take account of the bonus element of the Rights
Issue.





Principal Terms and Conditions of the Acquisition



Under the Acquisition Agreement, DS Smith has agreed to purchase all of the
LINPAC Containers shares for a consideration of £170 million in cash.  As at 31
December 2003 LINPAC Containers had pro forma net cash of £3.5 million.  Payment
will be made upon Completion to LINPAC Group Holdings Limited, owner of all of
LINPAC Containers' share capital.



The Acquisition Agreement is conditional on the passing of the Resolution at the
EGM but not on completion of the Rights Issue, nor on clearance by the
competition authorities.  The Board believes that there are no substantive
competition issues that will have a negative impact on the transaction.



The Acquisition Agreement contains warranties provided by the Seller to DS Smith
relating to the business of the LINPAC Containers Group.





Financing the Acquisition



The Acquisition will be fully financed through a combination of drawings under
DS Smith's existing loan facilities and a new loan facility of £140 million from
The Royal Bank of Scotland plc.



The Company intends to apply the proceeds of the Rights Issue to paying down
debt.  The loan facilities available to the Group will be reduced accordingly.





Summary of the Rights Issue



DS Smith is proposing to raise approximately £71.0 million (net of expenses) by
the issue of 64,540,651 New Ordinary Shares at a price of 112 pence per New
Ordinary Share.  The Issue Price represents a discount of 38.8% to the closing
middle market price of 183 pence per Ordinary Share (ex dividend) on 2 March
2004, the last business day prior to the date of announcement of the Rights
Issue.  The issue is being made by way of a Rights Issue to Qualifying
Shareholders on the basis of:



One New Ordinary Share for every five existing Ordinary Shares



held on the Record Date.



The New Ordinary Shares will, when issued and fully paid, rank equally in all
respects with the existing issued Ordinary Shares, including the right to
receive all dividends or distributions made, paid or declared after the date of
this document.  The New Ordinary Shares will not rank for the interim dividend
of 2.8 pence per Ordinary Share in respect of the six months ending 31 October
2003 announced on 10 December 2003 and payable on 9 March 2004 to shareholders
on the register at the close of business on 6 February 2004.



Further details of the Rights Issue will appear in the circular to shareholders
which will be posted shortly.  The Provisional Allotment Letter will be sent at
the same time.  Entitlements to New Ordinary Shares will be rounded down to the
nearest whole number and the aggregated fractions will not be allotted to DS
Smith Shareholders but will be sold for the benefit of the Company.



The Rights Issue is conditional upon:



•        Admission taking place not later than 8.30 a.m. on 5 March 2004 or on
such other later time and/or date as DS Smith and Cazenove may agree; and



•        the Underwriting Agreement having become unconditional in all respects
(save for the conditions relating to Admission) before commencement of dealings
in the New Ordinary Shares, nil paid.



The Rights Issue is not conditional on the Acquisition being completed and does
not require approval from DS Smith Shareholders.  If Completion does not take
place, the Directors' current intention is that the net proceeds of the Rights
Issue will be used to pay down existing debt.



The Rights Issue has been fully underwritten by Cazenove.





Directors' Intentions



The Directors intend to take up their rights in full in relation to the Rights
Issue.





Appendix



Expected timetable of principal events:



Record date for the Rights Issue                  1 March 2004
Announcement of the Acquisition                   3 March 2004
Posting of the shareholder circular               4 March 2004
Dealing in Nil Paid Rights                        5 March 2004
Nil Paid Rights enabled in CREST                  As soon as practicable after
                                                  after 8 a.m. on 5 March 2004
Extraordinary General Meeting                     22 March 2004
Completion of the Acquisition                     22 March 2004
Latest time and date for acceptance, 
payment in full                                   26 March 2004
New Ordinary Shares credited to CREST
Stock accounts 8 a.m. on                          29 March 2004
(uncertificated shareholders only)
Despatch of definitive share certificates for     By 2 April 2004
The New Ordinary Shares in certificated form





Definitions


'Acquisition'                         The proposed acquisition of LINPAC Containers on the terms and
                                      subject to the conditions set out in the Acquisition Agreement.

'Acquisition Agreement'               The sale and purchase agreement dated 2 March 2004 between the
                                      Seller and DS Smith.

'Admission'                           The admission of the New Ordinary Shares, nil paid: (i) to the
                                      Official List; and (ii) to trading on the London Stock Exchange's
                                      market for listed securities becoming effective in accordance with,
                                      respectively, the Listing Rules and the admission and Disclosure
                                      Standards.

'Admission and Disclosure Standards'  The requirements contained in the publication 'Admission and
                                      Disclosure Standards' dated April 2002 containing, among other
                                      things, the admission requirements to be observed by companies
                                      seeking admission to trading on the London Stock Exchange's market
                                      for listed securities.

'Board'                               The Directors of DS Smith.

'Cazenove'                            Cazenove & Co. Ltd.

'Completion'                          The completion of the Acquisition.

'CREST'                               The relevant system, as defined in the CREST Regulations (in
                                      respect of which CRESTCo. is operator as defined in the CREST
                                      Regulations).

'CRESTCo'                             CrestCo Limited, the operator of CREST.

'CREST Regulations'                   The Uncertified Securities Regulations 2001 (SI 2001/3755), as
                                      amended.

'DS Smith' or the 'Company'           DS Smith Plc.

'Group'                               DS Smith and its subsidiaries and subsidiary undertakings (other
                                      than the LINPAC Containers Group).

'DS Smith Shareholder'                A holder of Ordinary Shares.

'EBITDA'                              Earnings before interest, tax, depreciation and amortisation.

'EGM'                                 The extraordinary general meeting of DS Smith to be held on 22
                                      March 2004.

'Issue Price'                         112 pence per New Ordinary Share.

'LINPAC Containers'                   LINPAC Containers Limited.

'LINPAC Containers Group'             LINPAC Containers and its subsidiaries and subsidiary undertakings.

'Listing Rules'                       The Listing Rules made under section 74 of the Financial Services
                                      and Markets Act 2000.

'London Stock Exchange'               London Stock Exchange plc.

'New Ordinary Shares'                 The New Ordinary Shares to be allotted and issued pursuant to the
                                      Rights Issue.

'Nil Paid Rights'                     Rights to acquire the New Ordinary Shares, nil paid.

'Official List'                       The Daily Official List of the UK Listing Authority.

'Overseas Shareholders'               Qualifying Shareholders with registered addresses outside the
                                      United Kingdom or who are citizens or residents of countries
                                      outside the United Kingdom.

'Provisional Allotment Letter'        The renounceable provisional allotment letters expected to be sent
                                      to Qualifying non-CREST Shareholders (other than certain Overseas
                                      Shareholders) in respect of the New Ordinary Shares to be
                                      provisionally allotted to them pursuant to the Rights Issue.

'Qualifying non-CREST Shareholders'   Qualifying Shareholders holding Ordinary Shares in certificated
                                      form.

'Qualifying Shareholders'             Holders of Ordinary Shares on the register of members of DS Smith
                                      at the Record Date.

'Record Date'                         Close of business on 1 March 2004.

'Seller'                              LINPAC Group Holdings Limited.

'UBS'                                 UBS Limited.

'Underwriting Agreement'              The underwriting agreement dated 3 March 2004 between DS Smith and
                                      Cazenove relating to the Rights Issue.





This announcement does not constitute, or form part of, an offer or solicitation
of an offer, to purchase or subscribe for any rights, shares or other securities
in DS Smith.  Any such offer will be made by means of a Prospectus to be
published in due course in connection with the Rights Issue and the Acquisition
and any acquisition of rights, shares or other securities in DS Smith should be
made on the basis of information that will be contained in such Prospectus.



This announcement is not an offer for sale of securities in or into the United
States, Canada, Japan, Australia, the Republic of South Africa or in any other
jurisdiction.  The securities referred to herein may not be offered or sold in
or into the United States as such term is defined in Regulation S under the US
Securities Act 1933, as amended (the 'Securities Act') absent registration
under, or an exemption from such registration under, the Securities Act.  There
will be no public offer of securities in the United States.



UBS Limited ('UBS' or 'UBS Investment Bank') is acting for DS Smith in
connection with the Acquisition and no one else and will not be responsible to
anyone other than DS Smith for providing the protections afforded to clients of
UBS nor for providing advice in relation to the Acquisition.



Cazenove is acting exclusively for DS Smith and no one else in connection with
the Acquisition and the Rights Issue and will not be responsible to anyone other
than DS Smith for providing the protections afforded to clients of Cazenove nor
for providing advice in relation to the Acquisition and the Rights Issue.



This announcement contains certain forward-looking statements.  Such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements.  These include, among
other factors: conditions in the markets and market position, of DS Smith and
LINPAC Containers, earnings, financial position, tax rates, cash flows, return
on capital and operating margins; anticipated investments in capital
expenditures; the success of the Acquisition as planned by DS Smith, including
anticipated synergies and cost savings; changing business or other market
conditions; and general economic conditions.  Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. DS Smith disclaims any
obligation to update any forward-looking statements contained herein, except as
required pursuant to applicable law.


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