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Form 8.3 - American Axle & Manufacturing Holdings

25th Feb 2025 15:00

RNS Number : 4060Y
Citadel Group
25 February 2025
 

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

AMERICAN AXLE MANUFACTURING HOLDINGS INC

(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

24 February 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

DOWLAIS GROUP PLC

 

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 US0240611030

USD 0.01 common

 

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,157,883

0.98

1,312,124

1.11

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

449,500

0.38

585,500

0.49

 

TOTAL:

1,607,383

1.36

1,897,624

1.61

 

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

193

5.3700 USD

Common

Buy Transaction

290

5.3800 USD

Common

Buy Transaction

4,155

5.3806 USD

Common

Buy Transaction

2,009

5.3880 USD

Common

Buy Transaction

51

5.3891 USD

Common

Buy Transaction

10

5.3900 USD

Common

Buy Transaction

549

5.3901 USD

Common

Buy Transaction

319

5.3942 USD

Common

Buy Transaction

68

5.3960 USD

Common

Buy Transaction

138

5.4004 USD

Common

Buy Transaction

1,273

5.4011 USD

Common

Buy Transaction

1,270

5.4013 USD

Common

Buy Transaction

85

5.4071 USD

Common

Buy Transaction

7,600

5.4071 USD

Common

Buy Transaction

41

5.4095 USD

Common

Buy Transaction

1,325

5.4100 USD

Common

Buy Transaction

1,244

5.4119 USD

Common

Buy Transaction

9,084

5.4120 USD

Common

Buy Transaction

2,905

5.4151 USD

Common

Buy Transaction

100

5.4155 USD

Common

Buy Transaction

731

5.4164 USD

Common

Buy Transaction

910

5.4167 USD

Common

Buy Transaction

123

5.4173 USD

Common

Buy Transaction

830

5.4200 USD

Common

Buy Transaction

923

5.4201 USD

Common

Buy Transaction

81

5.4204 USD

Common

Buy Transaction

5,410

5.4231 USD

Common

Buy Transaction

44

5.4232 USD

Common

Buy Transaction

844

5.4245 USD

Common

Buy Transaction

1,900

5.4246 USD

Common

Buy Transaction

1,000

5.4250 USD

Common

Buy Transaction

700

5.4257 USD

Common

Buy Transaction

554

5.4260 USD

Common

Buy Transaction

999

5.4260 USD

Common

Buy Transaction

220

5.4273 USD

Common

Buy Transaction

102

5.4275 USD

Common

Buy Transaction

2,800

5.4286 USD

Common

Buy Transaction

1,618

5.4293 USD

Common

Buy Transaction

144

5.4294 USD

Common

Buy Transaction

459

5.4295 USD

Common

Buy Transaction

6,704

5.4295 USD

Common

Buy Transaction

49

5.4299 USD

Common

Buy Transaction

50,660

5.4300 USD

Common

Buy Transaction

551

5.4300 USD

Common

Buy Transaction

601

5.4316 USD

Common

Buy Transaction

2,140

5.4317 USD

Common

Buy Transaction

179

5.4326 USD

Common

Buy Transaction

15

5.4327 USD

Common

Buy Transaction

186

5.4336 USD

Common

Buy Transaction

2,040

5.4338 USD

Common

Buy Transaction

1,604

5.4343 USD

Common

Buy Transaction

233

5.4343 USD

Common

Buy Transaction

2,673

5.4343 USD

Common

Buy Transaction

100

5.4350 USD

Common

Buy Transaction

257

5.4355 USD

Common

Buy Transaction

1,471

5.4359 USD

Common

Buy Transaction

2,527

5.4360 USD

Common

Buy Transaction

1,053

5.4371 USD

Common

Buy Transaction

66

5.4373 USD

Common

Buy Transaction

40

5.4375 USD

Common

Buy Transaction

685

5.4383 USD

Common

Buy Transaction

2,014

5.4390 USD

Common

Buy Transaction

3,530

5.4393 USD

Common

Buy Transaction

520

5.4398 USD

Common

Buy Transaction

3,802

5.4400 USD

Common

Buy Transaction

300

5.4408 USD

Common

Buy Transaction

27

5.4409 USD

Common

Buy Transaction

188

5.4411 USD

Common

Buy Transaction

2,186

5.4411 USD

Common

Buy Transaction

24

5.4417 USD

Common

Buy Transaction

368

5.4417 USD

Common

Buy Transaction

287

5.4424 USD

Common

Buy Transaction

1,435

5.4426 USD

Common

Buy Transaction

67

5.4427 USD

Common

Buy Transaction

135

5.4427 USD

Common

Buy Transaction

324

5.4432 USD

Common

Buy Transaction

1,219

5.4439 USD

Common

Buy Transaction

193

5.4445 USD

Common

Buy Transaction

5,477

5.4445 USD

Common

Buy Transaction

71

5.4450 USD

Common

Buy Transaction

626

5.4452 USD

Common

Buy Transaction

1,537

5.4454 USD

Common

Buy Transaction

1,556

5.4455 USD

Common

Buy Transaction

700

5.4457 USD

Common

Buy Transaction

400

5.4463 USD

Common

Buy Transaction

584

5.4463 USD

Common

Buy Transaction

833

5.4476 USD

Common

Buy Transaction

1,232

5.4478 USD

Common

Buy Transaction

572

5.4483 USD

Common

Buy Transaction

150

5.4483 USD

Common

Buy Transaction

955

5.4492 USD

Common

Buy Transaction

3,970

5.4493 USD

Common

Buy Transaction

697

5.4500 USD

Common

Buy Transaction

24

5.4508 USD

Common

Buy Transaction

850

5.4515 USD

Common

Buy Transaction

404

5.4521 USD

Common

Buy Transaction

1,689

5.4544 USD

Common

Buy Transaction

250

5.4546 USD

Common

Buy Transaction

200

5.4550 USD

Common

Buy Transaction

100

5.4575 USD

Common

Buy Transaction

442

5.4583 USD

Common

Buy Transaction

442

5.4600 USD

Common

Buy Transaction

101

5.4601 USD

Common

Buy Transaction

186

5.4620 USD

Common

Buy Transaction

40

5.4638 USD

Common

Buy Transaction

1,437

5.4663 USD

Common

Buy Transaction

51

5.4665 USD

Common

Buy Transaction

114

5.4667 USD

Common

Buy Transaction

400

5.4675 USD

Common

Buy Transaction

300

5.4700 USD

Common

Buy Transaction

101

5.4800 USD

Common

Buy Transaction

6,808

5.4802 USD

Common

Buy Transaction

1

5.5100 USD

Common

Buy Transaction

100

5.5210 USD

Common

DVP Transaction

18

5.3650 USD

Common

DVP Transaction

174

5.3800 USD

Common

DVP Transaction

57

5.4116 USD

Common

DVP Transaction

4

5.4200 USD

Common

DVP Transaction

72

5.4261 USD

Common

DVP Transaction

80

5.4262 USD

Common

DVP Transaction

91

5.4285 USD

Common

DVP Transaction

26,596

5.4300 USD

Common

DVP Transaction

50

5.4340 USD

Common

DVP Transaction

161

5.4394 USD

Common

DVP Transaction

45

5.4433 USD

Common

DVP Transaction

18

5.4450 USD

Common

DVP Transaction

207

5.4464 USD

Common

DVP Transaction

15

5.4553 USD

Common

DVP Transaction

102

5.4577 USD

Common

DVP Transaction

1

5.4600 USD

Common

DVP Transaction

81

5.4669 USD

Common

DVP Transaction

4,597

5.4711 USD

Common

DVP Transaction

2,003

5.5498 USD

Common

DVP Transaction

53

5.5600 USD

Common

DVP Transaction

546

5.5800 USD

Common

DVP Transaction

1

5.6100 USD

Common

DVP Transaction

1

5.6300 USD

Common

RVP Transaction

150

5.3800 USD

Common

RVP Transaction

26,344

5.4300 USD

Common

RVP Transaction

253

5.4306 USD

Common

RVP Transaction

965

5.4373 USD

Common

RVP Transaction

60

5.4450 USD

Common

RVP Transaction

4

5.4525 USD

Common

RVP Transaction

1

5.4600 USD

Common

RVP Transaction

1,488

5.4700 USD

Common

RVP Transaction

796

5.4706 USD

Common

RVP Transaction

1,144

5.4711 USD

Common

RVP Transaction

944

5.4724 USD

Common

RVP Transaction

225

5.4750 USD

Common

RVP Transaction

2,000

5.5500 USD

Common

RVP Transaction

53

5.5600 USD

Common

RVP Transaction

545

5.5800 USD

Common

RVP Transaction

1

5.6300 USD

Common

Sell Transaction

103

5.3726 USD

Common

Sell Transaction

103

5.3800 USD

Common

Sell Transaction

10,030

5.3802 USD

Common

Sell Transaction

50

5.3830 USD

Common

Sell Transaction

203

5.3852 USD

Common

Sell Transaction

100

5.3890 USD

Common

Sell Transaction

300

5.3900 USD

Common

Sell Transaction

76

5.3901 USD

Common

Sell Transaction

200

5.3950 USD

Common

Sell Transaction

80

5.3974 USD

Common

Sell Transaction

3,841

5.4000 USD

Common

Sell Transaction

25

5.4020 USD

Common

Sell Transaction

20

5.4150 USD

Common

Sell Transaction

198

5.4154 USD

Common

Sell Transaction

2,323

5.4183 USD

Common

Sell Transaction

955

5.4191 USD

Common

Sell Transaction

1,116

5.4200 USD

Common

Sell Transaction

573

5.4206 USD

Common

Sell Transaction

951

5.4241 USD

Common

Sell Transaction

388

5.4245 USD

Common

Sell Transaction

400

5.4250 USD

Common

Sell Transaction

10,138

5.4261 USD

Common

Sell Transaction

900

5.4267 USD

Common

Sell Transaction

36,246

5.4300 USD

Common

Sell Transaction

528

5.4305 USD

Common

Sell Transaction

224

5.4309 USD

Common

Sell Transaction

43

5.4312 USD

Common

Sell Transaction

442

5.4312 USD

Common

Sell Transaction

341

5.4328 USD

Common

Sell Transaction

970

5.4331 USD

Common

Sell Transaction

691

5.4338 USD

Common

Sell Transaction

500

5.4360 USD

Common

Sell Transaction

1,089

5.4365 USD

Common

Sell Transaction

186

5.4387 USD

Common

Sell Transaction

2,215

5.4387 USD

Common

Sell Transaction

178

5.4390 USD

Common

Sell Transaction

18,868

5.4398 USD

Common

Sell Transaction

494

5.4407 USD

Common

Sell Transaction

508

5.4415 USD

Common

Sell Transaction

5,479

5.4415 USD

Common

Sell Transaction

975

5.4421 USD

Common

Sell Transaction

1,944

5.4421 USD

Common

Sell Transaction

300

5.4433 USD

Common

Sell Transaction

965

5.4442 USD

Common

Sell Transaction

3,382

5.4444 USD

Common

Sell Transaction

1,106

5.4446 USD

Common

Sell Transaction

307

5.4451 USD

Common

Sell Transaction

410

5.4454 USD

Common

Sell Transaction

3,290

5.4456 USD

Common

Sell Transaction

956

5.4458 USD

Common

Sell Transaction

1,218

5.4473 USD

Common

Sell Transaction

985

5.4473 USD

Common

Sell Transaction

2,869

5.4477 USD

Common

Sell Transaction

1,466

5.4478 USD

Common

Sell Transaction

266

5.4487 USD

Common

Sell Transaction

1,833

5.4491 USD

Common

Sell Transaction

156

5.4497 USD

Common

Sell Transaction

40

5.4497 USD

Common

Sell Transaction

239

5.4500 USD

Common

Sell Transaction

203

5.4502 USD

Common

Sell Transaction

49

5.4504 USD

Common

Sell Transaction

243

5.4504 USD

Common

Sell Transaction

555

5.4507 USD

Common

Sell Transaction

4,031

5.4509 USD

Common

Sell Transaction

701

5.4514 USD

Common

Sell Transaction

338

5.4519 USD

Common

Sell Transaction

3,607

5.4522 USD

Common

Sell Transaction

1,000

5.4540 USD

Common

Sell Transaction

388

5.4547 USD

Common

Sell Transaction

643

5.4561 USD

Common

Sell Transaction

438

5.4564 USD

Common

Sell Transaction

338

5.4567 USD

Common

Sell Transaction

199

5.4571 USD

Common

Sell Transaction

2,448

5.4571 USD

Common

Sell Transaction

3,793

5.4586 USD

Common

Sell Transaction

474

5.4591 USD

Common

Sell Transaction

5,240

5.4600 USD

Common

Sell Transaction

200

5.4617 USD

Common

Sell Transaction

3,275

5.4635 USD

Common

Sell Transaction

533

5.4638 USD

Common

Sell Transaction

756

5.4645 USD

Common

Sell Transaction

1,285

5.4675 USD

Common

Sell Transaction

463

5.4697 USD

Common

Sell Transaction

288

5.4699 USD

Common

Sell Transaction

3,412

5.4700 USD

Common

Sell Transaction

800

5.4775 USD

Common

Sell Transaction

100

5.4800 USD

Common

Sell Transaction

391

5.4847 USD

Common

Sell Transaction

105

5.4889 USD

Common

Sell Transaction

100

5.4900 USD

Common

Sell Transaction

389

5.4938 USD

Common

Sell Transaction

10

5.5050 USD

Common

Sell Transaction

2

5.5650 USD

Common

Sell Transaction

9

5.5900 USD

 

(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

 

(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

Common

Call Option

Buy Transaction

1

6.0000 USD

American

2025-Mar-21

0.0500 USD

Common

Put Option

Buy Transaction

1

6.0000 USD

American

2025-Mar-21

0.5500 USD

Common

Call Option

Sell Transaction

10

7.0000 USD

American

2025-Mar-21

0.0600 USD

 

(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)

 

 

 

 

 

 

 

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?

YES

 

 

Date of disclosure:

25 February 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1. KEY INFORMATION

 

Full name of person making disclosure:

Citadel Group

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

AMERICAN AXLE MANUFACTURING HOLDINGS INC

 

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Common

Put Option

Purchased

-800

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

600

10.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-4,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

900

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

5.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Purchased

100

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

100

4.0 USD

 

American

 

21/03/2025

 

Common

Put Option

Purchased

-3,900

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-200

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-100,000

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-4,000

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-5,800

5.0 USD

 

American

 

21/03/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

246,200

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,500

6.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-800

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

100

4.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Sold

-400

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-31,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-500

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

9,200

5.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

200

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

75,400

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

7,600

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-100

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,600

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100,700

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-14,000

6.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Sold

-7,700

7.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Sold

-116,600

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

900

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-500

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,700

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

 

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:

 

 

 

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

 

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