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Form 8.3 - AMERICAN AXLE & MANUFACTURING HOLDINGS

30th May 2025 15:00

RNS Number : 7788K
Citadel Group
30 May 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

29 May 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:

1,420,746

1.19

0

0.00

(2) Cash-settled derivatives:

 

822,878

0.69

0

0.00

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

989,300

0.83

996,600

0.83

 

TOTAL:

3,232,924

2.72

996,600

0.83

 

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

301

4.3700 USD

Common

Buy Transaction

800

4.3712 USD

Common

Buy Transaction

700

4.3736 USD

Common

Buy Transaction

200

4.3750 USD

Common

Buy Transaction

528

4.3808 USD

Common

Buy Transaction

289

4.3812 USD

Common

Buy Transaction

355

4.3846 USD

Common

Buy Transaction

966

4.3864 USD

Common

Buy Transaction

817

4.3896 USD

Common

Buy Transaction

2,353

4.3900 USD

Common

Buy Transaction

1,200

4.3950 USD

Common

Buy Transaction

300

4.3967 USD

Common

Buy Transaction

144

4.3977 USD

Common

Buy Transaction

494

4.3995 USD

Common

Buy Transaction

9,200

4.3999 USD

Common

Buy Transaction

30

4.4000 USD

Common

Buy Transaction

262

4.4000 USD

Common

Buy Transaction

47,843

4.4018 USD

Common

Buy Transaction

975

4.4031 USD

Common

Buy Transaction

3,896

4.4038 USD

Common

Buy Transaction

1,268

4.4039 USD

Common

Buy Transaction

19

4.4039 USD

Common

Buy Transaction

250

4.4047 USD

Common

Buy Transaction

142

4.4049 USD

Common

Buy Transaction

340

4.4065 USD

Common

Buy Transaction

600

4.4067 USD

Common

Buy Transaction

2,800

4.4079 USD

Common

Buy Transaction

3,406

4.4097 USD

Common

Buy Transaction

202

4.4100 USD

Common

Buy Transaction

2,327

4.4101 USD

Common

Buy Transaction

478

4.4112 USD

Common

Buy Transaction

401

4.4116 USD

Common

Buy Transaction

35

4.4117 USD

Common

Buy Transaction

125

4.4120 USD

Common

Buy Transaction

1,995

4.4130 USD

Common

Buy Transaction

2,288

4.4139 USD

Common

Buy Transaction

20

4.4140 USD

Common

Buy Transaction

782

4.4144 USD

Common

Buy Transaction

900

4.4144 USD

Common

Buy Transaction

262

4.4150 USD

Common

Buy Transaction

900

4.4156 USD

Common

Buy Transaction

3

4.4167 USD

Common

Buy Transaction

2,404

4.4170 USD

Common

Buy Transaction

116

4.4195 USD

Common

Buy Transaction

50

4.4200 USD

Common

Buy Transaction

511

4.4202 USD

Common

Buy Transaction

168

4.4205 USD

Common

Buy Transaction

1,700

4.4206 USD

Common

Buy Transaction

1,153

4.4206 USD

Common

Buy Transaction

18,386

4.4209 USD

Common

Buy Transaction

1,200

4.4212 USD

Common

Buy Transaction

500

4.4220 USD

Common

Buy Transaction

900

4.4222 USD

Common

Buy Transaction

1,700

4.4224 USD

Common

Buy Transaction

1,053

4.4224 USD

Common

Buy Transaction

23,293

4.4228 USD

Common

Buy Transaction

1,149

4.4235 USD

Common

Buy Transaction

781

4.4248 USD

Common

Buy Transaction

10

4.4250 USD

Common

Buy Transaction

1,598

4.4251 USD

Common

Buy Transaction

426

4.4253 USD

Common

Buy Transaction

700

4.4271 USD

Common

Buy Transaction

716

4.4272 USD

Common

Buy Transaction

2,409

4.4278 USD

Common

Buy Transaction

972

4.4300 USD

Common

Buy Transaction

1,221

4.4308 USD

Common

Buy Transaction

800

4.4313 USD

Common

Buy Transaction

1,462

4.4317 USD

Common

Buy Transaction

700

4.4329 USD

Common

Buy Transaction

1,918

4.4330 USD

Common

Buy Transaction

1,500

4.4340 USD

Common

Buy Transaction

6,589

4.4342 USD

Common

Buy Transaction

1,540

4.4342 USD

Common

Buy Transaction

1,611

4.4345 USD

Common

Buy Transaction

2,443

4.4354 USD

Common

Buy Transaction

704

4.4355 USD

Common

Buy Transaction

800

4.4363 USD

Common

Buy Transaction

5,494

4.4365 USD

Common

Buy Transaction

300

4.4367 USD

Common

Buy Transaction

800

4.4375 USD

Common

Buy Transaction

198

4.4399 USD

Common

Buy Transaction

2,030

4.4400 USD

Common

Buy Transaction

2,000

4.4405 USD

Common

Buy Transaction

1,026

4.4434 USD

Common

Buy Transaction

7,161

4.4436 USD

Common

Buy Transaction

375

4.4440 USD

Common

Buy Transaction

2,000

4.4445 USD

Common

Buy Transaction

110

4.4450 USD

Common

Buy Transaction

400

4.4475 USD

Common

Buy Transaction

1,200

4.4483 USD

Common

Buy Transaction

100

4.4490 USD

Common

Buy Transaction

1,024

4.4495 USD

Common

Buy Transaction

886

4.4500 USD

Common

Buy Transaction

112

4.4502 USD

Common

Buy Transaction

1,697

4.4519 USD

Common

Buy Transaction

5,576

4.4524 USD

Common

Buy Transaction

80

4.4525 USD

Common

Buy Transaction

289

4.4554 USD

Common

Buy Transaction

1,500

4.4557 USD

Common

Buy Transaction

3,692

4.4562 USD

Common

Buy Transaction

185

4.4565 USD

Common

Buy Transaction

2,946

4.4572 USD

Common

Buy Transaction

42,564

4.4600 USD

Common

Buy Transaction

520

4.4631 USD

Common

Buy Transaction

220

4.4632 USD

Common

Buy Transaction

1,682

4.4659 USD

Common

Buy Transaction

25,824

4.4663 USD

Common

Buy Transaction

2,791

4.4700 USD

Common

Buy Transaction

1

4.4707 USD

Common

Buy Transaction

30

4.4717 USD

Common

Buy Transaction

26

4.4900 USD

Common

Buy Transaction

1

4.4917 USD

Common

Buy Transaction

1

4.5000 USD

Common

DVP Transaction

1,456

4.4188 USD

Common

DVP Transaction

42

4.4450 USD

Common

DVP Transaction

3,040

4.4509 USD

Common

DVP Transaction

48

4.4538 USD

Common

DVP Transaction

33,969

4.4600 USD

Common

DVP Transaction

30

4.4607 USD

Common

DVP Transaction

41

4.4700 USD

Common

DVP Transaction

360

4.5200 USD

Common

RVP Transaction

72

4.3750 USD

Common

RVP Transaction

52

4.3800 USD

Common

RVP Transaction

48

4.3900 USD

Common

RVP Transaction

136

4.3941 USD

Common

RVP Transaction

144

4.4150 USD

Common

RVP Transaction

162

4.4161 USD

Common

RVP Transaction

40

4.4200 USD

Common

RVP Transaction

303

4.4254 USD

Common

RVP Transaction

127

4.4335 USD

Common

RVP Transaction

46

4.4346 USD

Common

RVP Transaction

72

4.4350 USD

Common

RVP Transaction

235

4.4374 USD

Common

RVP Transaction

9

4.4456 USD

Common

RVP Transaction

3,000

4.4500 USD

Common

RVP Transaction

163

4.4569 USD

Common

RVP Transaction

33,967

4.4600 USD

Common

RVP Transaction

10

4.4700 USD

Common

RVP Transaction

400

4.5200 USD

Common

Sell Transaction

5

4.3700 USD

Common

Sell Transaction

101

4.3800 USD

Common

Sell Transaction

8,935

4.3896 USD

Common

Sell Transaction

200

4.3900 USD

Common

Sell Transaction

23,988

4.3994 USD

Common

Sell Transaction

298

4.3999 USD

Common

Sell Transaction

1,754

4.3999 USD

Common

Sell Transaction

1,000

4.4000 USD

Common

Sell Transaction

600

4.4033 USD

Common

Sell Transaction

17

4.4035 USD

Common

Sell Transaction

2,216

4.4054 USD

Common

Sell Transaction

2,177

4.4068 USD

Common

Sell Transaction

364

4.4092 USD

Common

Sell Transaction

2,000

4.4094 USD

Common

Sell Transaction

3,034

4.4099 USD

Common

Sell Transaction

277

4.4100 USD

Common

Sell Transaction

4,392

4.4109 USD

Common

Sell Transaction

354

4.4116 USD

Common

Sell Transaction

2,335

4.4132 USD

Common

Sell Transaction

600

4.4133 USD

Common

Sell Transaction

2,264

4.4135 USD

Common

Sell Transaction

2,935

4.4140 USD

Common

Sell Transaction

400

4.4150 USD

Common

Sell Transaction

900

4.4156 USD

Common

Sell Transaction

347

4.4163 USD

Common

Sell Transaction

700

4.4171 USD

Common

Sell Transaction

514

4.4178 USD

Common

Sell Transaction

405

4.4195 USD

Common

Sell Transaction

1,345

4.4199 USD

Common

Sell Transaction

4,825

4.4200 USD

Common

Sell Transaction

1,241

4.4201 USD

Common

Sell Transaction

296

4.4201 USD

Common

Sell Transaction

359

4.4204 USD

Common

Sell Transaction

161

4.4205 USD

Common

Sell Transaction

1,794

4.4219 USD

Common

Sell Transaction

879

4.4225 USD

Common

Sell Transaction

400

4.4238 USD

Common

Sell Transaction

1,172

4.4240 USD

Common

Sell Transaction

1,203

4.4246 USD

Common

Sell Transaction

1,214

4.4246 USD

Common

Sell Transaction

2,144

4.4248 USD

Common

Sell Transaction

1,870

4.4250 USD

Common

Sell Transaction

437

4.4250 USD

Common

Sell Transaction

113

4.4250 USD

Common

Sell Transaction

1,052

4.4255 USD

Common

Sell Transaction

942

4.4274 USD

Common

Sell Transaction

1,020

4.4277 USD

Common

Sell Transaction

112

4.4279 USD

Common

Sell Transaction

194

4.4284 USD

Common

Sell Transaction

80

4.4285 USD

Common

Sell Transaction

1,125

4.4285 USD

Common

Sell Transaction

2,615

4.4285 USD

Common

Sell Transaction

880

4.4296 USD

Common

Sell Transaction

1,684

4.4300 USD

Common

Sell Transaction

500

4.4309 USD

Common

Sell Transaction

6

4.4350 USD

Common

Sell Transaction

1,011

4.4351 USD

Common

Sell Transaction

711

4.4359 USD

Common

Sell Transaction

684

4.4363 USD

Common

Sell Transaction

600

4.4367 USD

Common

Sell Transaction

1,119

4.4371 USD

Common

Sell Transaction

4

4.4375 USD

Common

Sell Transaction

918

4.4378 USD

Common

Sell Transaction

401

4.4378 USD

Common

Sell Transaction

528

4.4400 USD

Common

Sell Transaction

404

4.4400 USD

Common

Sell Transaction

15

4.4420 USD

Common

Sell Transaction

534

4.4444 USD

Common

Sell Transaction

2,391

4.4463 USD

Common

Sell Transaction

2,058

4.4476 USD

Common

Sell Transaction

3,689

4.4500 USD

Common

Sell Transaction

1,000

4.4540 USD

Common

Sell Transaction

500

4.4545 USD

Common

Sell Transaction

20

4.4550 USD

Common

Sell Transaction

1

4.4560 USD

Common

Sell Transaction

1,700

4.4565 USD

Common

Sell Transaction

42,371

4.4600 USD

Common

Sell Transaction

2,701

4.4653 USD

Common

Sell Transaction

1,171

4.4694 USD

Common

Sell Transaction

1,200

4.4700 USD

Common

Sell Transaction

26

4.4900 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

Common

CFD

Reducing long position

300

4.4117 USD

Common

CFD

Reducing long position

2,100

4.4469 USD

Common

CFD

Reducing long position

2,283

4.4650 USD

 

(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

8.0000 USD

American

2025-Oct-17

0.1000 USD

Common

Call Option

Buy Transaction

1

5.0000 USD

American

2025-Jun-20

0.1100 USD

Common

Call Option

DVP Transaction

1

6.0000 USD

American

2025-Jul-18

0.1000 USD

Common

Call Option

DVP Transaction

1

8.0000 USD

American

2025-Oct-17

0.1000 USD

Common

Call Option

DVP Transaction

1

5.0000 USD

American

2025-Jun-20

0.1100 USD

Common

Call Option

DVP Transaction

1

8.0000 USD

American

2025-Oct-17

0.1100 USD

Common

Call Option

RVP Transaction

1

6.0000 USD

American

2025-Jul-18

0.1000 USD

Common

Call Option

RVP Transaction

1

8.0000 USD

American

2025-Oct-17

0.1000 USD

Common

Call Option

RVP Transaction

1

5.0000 USD

American

2025-Jun-20

0.1100 USD

Common

Call Option

RVP Transaction

1

8.0000 USD

American

2025-Oct-17

0.1100 USD

Common

Call Option

Sell Transaction

1

6.0000 USD

American

2025-Jul-18

0.1000 USD

Common

Call Option

Sell Transaction

1

8.0000 USD

American

2025-Oct-17

0.1100 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:

30 May 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

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-1,300

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,000

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

700

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

9,200

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-6,000

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

256,200

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,500

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

12,900

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,000

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

3,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-117,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-8,200

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-2,000

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-36,000

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-400

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-95,400

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,800

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

98,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-645,200

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-800

6.0 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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