22nd Sep 2025 15:00
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 | 19 September 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: | 1,007,799 | 0.84 | 118,847 | 0.10 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 419,100 | 0.35 | 1,040,700 | 0.87 |
TOTAL: | 1,426,899 | 1.20 | 1,159,547 | 0.97 |
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 | 739 | 6.1800 USD |
Common | Buy Transaction | 1,000 | 6.1850 USD |
Common | Buy Transaction | 72,578 | 6.1900 USD |
Common | Buy Transaction | 3,000 | 6.1950 USD |
Common | Buy Transaction | 4,400 | 6.1992 USD |
Common | Buy Transaction | 78 | 6.2000 USD |
Common | Buy Transaction | 7,983 | 6.2001 USD |
Common | Buy Transaction | 479 | 6.2012 USD |
Common | Buy Transaction | 3,191 | 6.2012 USD |
Common | Buy Transaction | 7 | 6.2014 USD |
Common | Buy Transaction | 2,289 | 6.2039 USD |
Common | Buy Transaction | 1,114 | 6.2047 USD |
Common | Buy Transaction | 750 | 6.2050 USD |
Common | Buy Transaction | 709 | 6.2066 USD |
Common | Buy Transaction | 400 | 6.2075 USD |
Common | Buy Transaction | 25 | 6.2080 USD |
Common | Buy Transaction | 22 | 6.2091 USD |
Common | Buy Transaction | 259 | 6.2100 USD |
Common | Buy Transaction | 416 | 6.2148 USD |
Common | Buy Transaction | 613 | 6.2150 USD |
Common | Buy Transaction | 2,629 | 6.2163 USD |
Common | Buy Transaction | 2,496 | 6.2166 USD |
Common | Buy Transaction | 2,152 | 6.2177 USD |
Common | Buy Transaction | 1,033 | 6.2180 USD |
Common | Buy Transaction | 3,409 | 6.2180 USD |
Common | Buy Transaction | 999 | 6.2190 USD |
Common | Buy Transaction | 71 | 6.2192 USD |
Common | Buy Transaction | 5 | 6.2200 USD |
Common | Buy Transaction | 120 | 6.2217 USD |
Common | Buy Transaction | 1,162 | 6.2222 USD |
Common | Buy Transaction | 2,143 | 6.2224 USD |
Common | Buy Transaction | 1,577 | 6.2224 USD |
Common | Buy Transaction | 155 | 6.2245 USD |
Common | Buy Transaction | 1 | 6.2245 USD |
Common | Buy Transaction | 7,683 | 6.2248 USD |
Common | Buy Transaction | 153 | 6.2252 USD |
Common | Buy Transaction | 7,966 | 6.2253 USD |
Common | Buy Transaction | 164 | 6.2261 USD |
Common | Buy Transaction | 314 | 6.2264 USD |
Common | Buy Transaction | 365 | 6.2267 USD |
Common | Buy Transaction | 1,198 | 6.2281 USD |
Common | Buy Transaction | 4,300 | 6.2281 USD |
Common | Buy Transaction | 18 | 6.2289 USD |
Common | Buy Transaction | 2,431 | 6.2300 USD |
Common | Buy Transaction | 1,516 | 6.2303 USD |
Common | Buy Transaction | 289 | 6.2309 USD |
Common | Buy Transaction | 2,760 | 6.2331 USD |
Common | Buy Transaction | 16,026 | 6.2337 USD |
Common | Buy Transaction | 430 | 6.2347 USD |
Common | Buy Transaction | 859 | 6.2368 USD |
Common | Buy Transaction | 2 | 6.2369 USD |
Common | Buy Transaction | 781 | 6.2370 USD |
Common | Buy Transaction | 49 | 6.2398 USD |
Common | Buy Transaction | 659 | 6.2407 USD |
Common | Buy Transaction | 2,017 | 6.2414 USD |
Common | Buy Transaction | 525 | 6.2425 USD |
Common | Buy Transaction | 1,918 | 6.2456 USD |
Common | Buy Transaction | 1,849 | 6.2459 USD |
Common | Buy Transaction | 7,508 | 6.2473 USD |
Common | Buy Transaction | 8,839 | 6.2486 USD |
Common | Buy Transaction | 9,387 | 6.2493 USD |
Common | Buy Transaction | 338 | 6.2498 USD |
Common | Buy Transaction | 1,238 | 6.2500 USD |
Common | Buy Transaction | 1,913 | 6.2501 USD |
Common | Buy Transaction | 508 | 6.2512 USD |
Common | Buy Transaction | 694 | 6.2532 USD |
Common | Buy Transaction | 2,453 | 6.2539 USD |
Common | Buy Transaction | 47 | 6.2551 USD |
Common | Buy Transaction | 17 | 6.2553 USD |
Common | Buy Transaction | 652 | 6.2583 USD |
Common | Buy Transaction | 306 | 6.2600 USD |
Common | Buy Transaction | 1,022 | 6.2607 USD |
Common | Buy Transaction | 2,026 | 6.2608 USD |
Common | Buy Transaction | 1,205 | 6.2633 USD |
Common | Buy Transaction | 200 | 6.2650 USD |
Common | Buy Transaction | 840 | 6.2662 USD |
Common | Buy Transaction | 1,620 | 6.2690 USD |
Common | Buy Transaction | 248 | 6.2713 USD |
Common | Buy Transaction | 149 | 6.2741 USD |
Common | Buy Transaction | 2,115 | 6.2750 USD |
Common | Buy Transaction | 235 | 6.2756 USD |
Common | Buy Transaction | 1,225 | 6.2784 USD |
Common | Buy Transaction | 128 | 6.2794 USD |
Common | Buy Transaction | 1,369 | 6.2800 USD |
Common | Buy Transaction | 7 | 6.2814 USD |
Common | Buy Transaction | 217 | 6.2844 USD |
Common | Buy Transaction | 200 | 6.2850 USD |
Common | Buy Transaction | 25 | 6.2852 USD |
Common | Buy Transaction | 474 | 6.2895 USD |
Common | Buy Transaction | 3,200 | 6.2959 USD |
Common | Buy Transaction | 19 | 6.2968 USD |
Common | Buy Transaction | 115 | 6.3000 USD |
Common | Buy Transaction | 1 | 6.3047 USD |
Common | Buy Transaction | 600 | 6.3100 USD |
Common | Buy Transaction | 786 | 6.3300 USD |
Common | Buy Transaction | 4,100 | 6.3400 USD |
Common | Sell Transaction | 8,034 | 6.1899 USD |
Common | Sell Transaction | 90,021 | 6.1900 USD |
Common | Sell Transaction | 2,066 | 6.1923 USD |
Common | Sell Transaction | 400 | 6.1950 USD |
Common | Sell Transaction | 20 | 6.1967 USD |
Common | Sell Transaction | 500 | 6.1970 USD |
Common | Sell Transaction | 35 | 6.1983 USD |
Common | Sell Transaction | 5,218 | 6.1987 USD |
Common | Sell Transaction | 7,983 | 6.2000 USD |
Common | Sell Transaction | 700 | 6.2064 USD |
Common | Sell Transaction | 1,434 | 6.2080 USD |
Common | Sell Transaction | 6,853 | 6.2092 USD |
Common | Sell Transaction | 13,475 | 6.2100 USD |
Common | Sell Transaction | 4,560 | 6.2101 USD |
Common | Sell Transaction | 630 | 6.2110 USD |
Common | Sell Transaction | 766 | 6.2127 USD |
Common | Sell Transaction | 224 | 6.2132 USD |
Common | Sell Transaction | 1,103 | 6.2140 USD |
Common | Sell Transaction | 2,641 | 6.2141 USD |
Common | Sell Transaction | 300 | 6.2150 USD |
Common | Sell Transaction | 1,083 | 6.2152 USD |
Common | Sell Transaction | 2,563 | 6.2160 USD |
Common | Sell Transaction | 969 | 6.2162 USD |
Common | Sell Transaction | 2,890 | 6.2169 USD |
Common | Sell Transaction | 44,691 | 6.2197 USD |
Common | Sell Transaction | 25,878 | 6.2200 USD |
Common | Sell Transaction | 18,566 | 6.2201 USD |
Common | Sell Transaction | 6,982 | 6.2250 USD |
Common | Sell Transaction | 38 | 6.2258 USD |
Common | Sell Transaction | 177 | 6.2281 USD |
Common | Sell Transaction | 0 | 6.2291 USD |
Common | Sell Transaction | 520 | 6.2298 USD |
Common | Sell Transaction | 352 | 6.2299 USD |
Common | Sell Transaction | 1,745 | 6.2300 USD |
Common | Sell Transaction | 111 | 6.2310 USD |
Common | Sell Transaction | 100 | 6.2350 USD |
Common | Sell Transaction | 180 | 6.2359 USD |
Common | Sell Transaction | 1,429 | 6.2372 USD |
Common | Sell Transaction | 453 | 6.2392 USD |
Common | Sell Transaction | 2,270 | 6.2400 USD |
Common | Sell Transaction | 66 | 6.2403 USD |
Common | Sell Transaction | 286 | 6.2421 USD |
Common | Sell Transaction | 1,218 | 6.2430 USD |
Common | Sell Transaction | 300 | 6.2433 USD |
Common | Sell Transaction | 21 | 6.2483 USD |
Common | Sell Transaction | 16 | 6.2500 USD |
Common | Sell Transaction | 176 | 6.2545 USD |
Common | Sell Transaction | 1,634 | 6.2549 USD |
Common | Sell Transaction | 118 | 6.2550 USD |
Common | Sell Transaction | 3,754 | 6.2600 USD |
Common | Sell Transaction | 332 | 6.2607 USD |
Common | Sell Transaction | 1,285 | 6.2629 USD |
Common | Sell Transaction | 3,224 | 6.2650 USD |
Common | Sell Transaction | 138 | 6.2654 USD |
Common | Sell Transaction | 5 | 6.2660 USD |
Common | Sell Transaction | 139 | 6.2684 USD |
Common | Sell Transaction | 10,891 | 6.2700 USD |
Common | Sell Transaction | 2,011 | 6.2701 USD |
Common | Sell Transaction | 12 | 6.2717 USD |
Common | Sell Transaction | 2,857 | 6.2800 USD |
Common | Sell Transaction | 626 | 6.2812 USD |
Common | Sell Transaction | 256 | 6.2832 USD |
Common | Sell Transaction | 10 | 6.2850 USD |
Common | Sell Transaction | 244 | 6.2855 USD |
Common | Sell Transaction | 10 | 6.2890 USD |
Common | Sell Transaction | 1,600 | 6.2900 USD |
Common | Sell Transaction | 9,462 | 6.2908 USD |
Common | Sell Transaction | 4,350 | 6.2919 USD |
Common | Sell Transaction | 11,562 | 6.2923 USD |
Common | Sell Transaction | 400 | 6.2950 USD |
Common | Sell Transaction | 4,355 | 6.2960 USD |
Common | Sell Transaction | 20 | 6.2970 USD |
Common | Sell Transaction | 5,040 | 6.2998 USD |
Common | Sell Transaction | 14,394 | 6.3000 USD |
Common | Sell Transaction | 980 | 6.3006 USD |
Common | Sell Transaction | 371 | 6.3024 USD |
Common | Sell Transaction | 118 | 6.3031 USD |
Common | Sell Transaction | 1,672 | 6.3063 USD |
Common | Sell Transaction | 15,826 | 6.3065 USD |
Common | Sell Transaction | 532 | 6.3075 USD |
Common | Sell Transaction | 7,600 | 6.3087 USD |
Common | Sell Transaction | 1 | 6.3090 USD |
Common | Sell Transaction | 4,417 | 6.3100 USD |
Common | Sell Transaction | 500 | 6.3140 USD |
Common | Sell Transaction | 32 | 6.3150 USD |
Common | Sell Transaction | 5,502 | 6.3200 USD |
Common | Sell Transaction | 4,000 | 6.3290 USD |
Common | Sell Transaction | 3,719 | 6.3300 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 | 100 | 6.0000 USD | American | 2025-09-19 | 0.1900 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2025-09-19 | 0.3000 USD |
Common | Call Option | Buy Transaction | 100 | 6.0000 USD | American | 2026-01-16 | 0.9000 USD |
Common | Call Option | Buy Transaction | 100 | 7.0000 USD | American | 2026-12-18 | 1.1400 USD |
Common | Call Option | Buy Transaction | 300 | 7.0000 USD | American | 2026-12-18 | 1.1600 USD |
Common | Call Option | Buy Transaction | 100 | 7.0000 USD | American | 2026-12-18 | 1.1700 USD |
Common | Call Option | Buy Transaction | 900 | 5.0000 USD | American | 2025-10-17 | 1.2500 USD |
Common | Call Option | Buy Transaction | 800 | 5.0000 USD | American | 2025-10-17 | 1.2600 USD |
Common | Call Option | Buy Transaction | 3,500 | 5.0000 USD | American | 2025-10-17 | 1.2700 USD |
Common | Call Option | Buy Transaction | 700 | 5.0000 USD | American | 2025-10-17 | 1.3000 USD |
Common | Call Option | Buy Transaction | 400 | 5.0000 USD | American | 2025-10-17 | 1.3100 USD |
Common | Call Option | Sell Transaction | 2,000 | 7.0000 USD | American | 2025-10-17 | 0.1400 USD |
Common | Call Option | Sell Transaction | 1,000 | 7.0000 USD | American | 2025-10-17 | 0.2000 USD |
Common | Call Option | Sell Transaction | 48,600 | 7.0000 USD | American | 2026-01-16 | 0.5700 USD |
Common | Put Option | Sell Transaction | 800 | 7.0000 USD | American | 2026-01-16 | 1.1800 USD |
Common | Call Option | Sell Transaction | 100 | 5.0000 USD | American | 2025-10-17 | 1.2800 USD |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
Common | Call Option | Exercising | 100 | 4.0000 USD
|
Common | Call Option | Exercising | 1,600 | 5.0000 USD
|
Common | Call Option | Exercising | 5,900 | 6.0000 USD
|
(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: | 22 September 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 | Call Option | Purchased | 43,100 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -216,000 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 10,600 | 7.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 47,000 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,600 | 5.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -1,200 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 500 | 8.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -800 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 15,100 | 6.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 7,600 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 175,900 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 100 | 9.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -10,800 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 3,100 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 900 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 200 | 11.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -54,200 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 1,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 91,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -508,700 | 7.0 USD
| American
| 17/04/2026
|
Common | Put Option | Sold | 300 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -39,400 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -12,500 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -159,800 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -900 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -300 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,400 | 3.0 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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