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Form 8.3 - American Axle & Manufacturing Holdings

15th Oct 2025 15:00

RNS Number : 5184D
Citadel Group
15 October 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

14 October 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:

748,473

0.63

242,345

0.20

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

480,700

0.40

1,050,800

0.88

 

TOTAL:

1,229,173

1.03

1,293,145

1.08

 

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

200

5.3450 USD

Common

Buy Transaction

265

5.3462 USD

Common

Buy Transaction

1,295

5.3500 USD

Common

Buy Transaction

1,700

5.3553 USD

Common

Buy Transaction

140

5.3800 USD

Common

Buy Transaction

451

5.3870 USD

Common

Buy Transaction

1

5.4100 USD

Common

Buy Transaction

187

5.4150 USD

Common

Buy Transaction

2

5.4200 USD

Common

Buy Transaction

129

5.4261 USD

Common

Buy Transaction

1,116

5.4300 USD

Common

Buy Transaction

183

5.4354 USD

Common

Buy Transaction

500

5.4380 USD

Common

Buy Transaction

406

5.4400 USD

Common

Buy Transaction

100

5.4450 USD

Common

Buy Transaction

1,400

5.4486 USD

Common

Buy Transaction

2,907

5.4500 USD

Common

Buy Transaction

1,614

5.4506 USD

Common

Buy Transaction

200

5.4550 USD

Common

Buy Transaction

2,381

5.4710 USD

Common

Buy Transaction

75

5.4711 USD

Common

Buy Transaction

17,692

5.4738 USD

Common

Buy Transaction

1,419

5.4740 USD

Common

Buy Transaction

523

5.4791 USD

Common

Buy Transaction

650

5.4800 USD

Common

Buy Transaction

10

5.4810 USD

Common

Buy Transaction

774

5.4811 USD

Common

Buy Transaction

54

5.4811 USD

Common

Buy Transaction

285

5.4858 USD

Common

Buy Transaction

21

5.4900 USD

Common

Buy Transaction

88

5.4911 USD

Common

Buy Transaction

12

5.4958 USD

Common

Buy Transaction

300

5.5000 USD

Common

Buy Transaction

46

5.5011 USD

Common

Buy Transaction

2,877

5.5037 USD

Common

Buy Transaction

300

5.5050 USD

Common

Buy Transaction

1,000

5.5051 USD

Common

Buy Transaction

370

5.5061 USD

Common

Buy Transaction

2,790

5.5064 USD

Common

Buy Transaction

545

5.5100 USD

Common

Buy Transaction

2,616

5.5110 USD

Common

Buy Transaction

50

5.5166 USD

Common

Buy Transaction

305

5.5200 USD

Common

Buy Transaction

167

5.5231 USD

Common

Buy Transaction

307

5.5280 USD

Common

Buy Transaction

187

5.5297 USD

Common

Buy Transaction

146

5.5300 USD

Common

Buy Transaction

3,509

5.5310 USD

Common

Buy Transaction

15,071

5.5366 USD

Common

Buy Transaction

2,435

5.5393 USD

Common

Buy Transaction

35

5.5400 USD

Common

Buy Transaction

14

5.5407 USD

Common

Buy Transaction

3,978

5.5407 USD

Common

Buy Transaction

500

5.5450 USD

Common

Buy Transaction

312

5.5500 USD

Common

Buy Transaction

5,500

5.5550 USD

Common

Buy Transaction

1,610

5.5556 USD

Common

Buy Transaction

641

5.5562 USD

Common

Buy Transaction

3,482

5.5597 USD

Common

Buy Transaction

104

5.5600 USD

Common

Buy Transaction

1,040

5.5618 USD

Common

Buy Transaction

513

5.5636 USD

Common

Buy Transaction

501

5.5642 USD

Common

Buy Transaction

873

5.5649 USD

Common

Buy Transaction

586

5.5650 USD

Common

Buy Transaction

546

5.5662 USD

Common

Buy Transaction

32,160

5.5682 USD

Common

Buy Transaction

300

5.5700 USD

Common

Buy Transaction

2,152

5.5731 USD

Common

Buy Transaction

400

5.5750 USD

Common

Buy Transaction

132

5.5758 USD

Common

Buy Transaction

6,863

5.5780 USD

Common

Buy Transaction

922

5.5792 USD

Common

Buy Transaction

1,500

5.5793 USD

Common

Buy Transaction

3,501

5.5800 USD

Common

Buy Transaction

1,157

5.5854 USD

Common

Buy Transaction

558

5.5882 USD

Common

Buy Transaction

2,603

5.5893 USD

Common

Buy Transaction

735

5.5900 USD

Common

Buy Transaction

3,432

5.5901 USD

Common

Buy Transaction

177

5.5902 USD

Common

Buy Transaction

166

5.5902 USD

Common

Buy Transaction

34

5.5903 USD

Common

Buy Transaction

540

5.5912 USD

Common

Buy Transaction

2,022

5.5925 USD

Common

Buy Transaction

91

5.5936 USD

Common

Buy Transaction

744

5.5966 USD

Common

Buy Transaction

4,831

5.5984 USD

Common

Buy Transaction

784

5.5989 USD

Common

Buy Transaction

130,254

5.6000 USD

Common

Buy Transaction

24

5.6008 USD

Common

Buy Transaction

2,227

5.6018 USD

Common

Buy Transaction

2,900

5.6028 USD

Common

Buy Transaction

585

5.6054 USD

Common

Buy Transaction

8

5.6100 USD

Common

Buy Transaction

6,197

5.6183 USD

Common

Buy Transaction

241

5.6200 USD

Common

Sell Transaction

1

5.2900 USD

Common

Sell Transaction

138

5.3250 USD

Common

Sell Transaction

10

5.3300 USD

Common

Sell Transaction

30

5.3350 USD

Common

Sell Transaction

200

5.3500 USD

Common

Sell Transaction

3,239

5.4000 USD

Common

Sell Transaction

2,800

5.4005 USD

Common

Sell Transaction

901

5.4063 USD

Common

Sell Transaction

150

5.4250 USD

Common

Sell Transaction

1,067

5.4300 USD

Common

Sell Transaction

900

5.4399 USD

Common

Sell Transaction

4

5.4400 USD

Common

Sell Transaction

5,004

5.4500 USD

Common

Sell Transaction

959

5.4508 USD

Common

Sell Transaction

700

5.4550 USD

Common

Sell Transaction

818

5.4595 USD

Common

Sell Transaction

1,556

5.4663 USD

Common

Sell Transaction

24

5.4717 USD

Common

Sell Transaction

19,270

5.4733 USD

Common

Sell Transaction

277

5.4759 USD

Common

Sell Transaction

2,386

5.4778 USD

Common

Sell Transaction

1,976

5.4784 USD

Common

Sell Transaction

7,652

5.4790 USD

Common

Sell Transaction

1,588

5.4799 USD

Common

Sell Transaction

146

5.4805 USD

Common

Sell Transaction

66

5.4814 USD

Common

Sell Transaction

6

5.4850 USD

Common

Sell Transaction

211

5.4868 USD

Common

Sell Transaction

6

5.4883 USD

Common

Sell Transaction

2,930

5.4894 USD

Common

Sell Transaction

29

5.4897 USD

Common

Sell Transaction

820

5.4899 USD

Common

Sell Transaction

3,100

5.4929 USD

Common

Sell Transaction

1

5.4950 USD

Common

Sell Transaction

594

5.4980 USD

Common

Sell Transaction

2

5.5000 USD

Common

Sell Transaction

1

5.5050 USD

Common

Sell Transaction

1,474

5.5070 USD

Common

Sell Transaction

98

5.5088 USD

Common

Sell Transaction

3,100

5.5090 USD

Common

Sell Transaction

5,427

5.5126 USD

Common

Sell Transaction

11,100

5.5140 USD

Common

Sell Transaction

1,200

5.5158 USD

Common

Sell Transaction

2,100

5.5174 USD

Common

Sell Transaction

1,131

5.5182 USD

Common

Sell Transaction

86

5.5195 USD

Common

Sell Transaction

400

5.5200 USD

Common

Sell Transaction

900

5.5206 USD

Common

Sell Transaction

7,005

5.5228 USD

Common

Sell Transaction

14,500

5.5269 USD

Common

Sell Transaction

624

5.5302 USD

Common

Sell Transaction

1,301

5.5318 USD

Common

Sell Transaction

1,888

5.5366 USD

Common

Sell Transaction

789

5.5376 USD

Common

Sell Transaction

6

5.5383 USD

Common

Sell Transaction

228

5.5384 USD

Common

Sell Transaction

66,637

5.5429 USD

Common

Sell Transaction

3,620

5.5445 USD

Common

Sell Transaction

6,200

5.5450 USD

Common

Sell Transaction

1

5.5500 USD

Common

Sell Transaction

301

5.5534 USD

Common

Sell Transaction

118

5.5578 USD

Common

Sell Transaction

44

5.5589 USD

Common

Sell Transaction

16,351

5.5589 USD

Common

Sell Transaction

1,267

5.5676 USD

Common

Sell Transaction

1,704

5.5695 USD

Common

Sell Transaction

1,317

5.5700 USD

Common

Sell Transaction

2

5.5750 USD

Common

Sell Transaction

8,105

5.5788 USD

Common

Sell Transaction

25,245

5.5796 USD

Common

Sell Transaction

528

5.5800 USD

Common

Sell Transaction

3,479

5.5810 USD

Common

Sell Transaction

4,724

5.5832 USD

Common

Sell Transaction

100

5.5850 USD

Common

Sell Transaction

6,250

5.5893 USD

Common

Sell Transaction

1

5.5900 USD

Common

Sell Transaction

1,119

5.5930 USD

Common

Sell Transaction

300

5.5967 USD

Common

Sell Transaction

156,916

5.6000 USD

Common

Sell Transaction

310

5.6006 USD

Common

Sell Transaction

174

5.6047 USD

Common

Sell Transaction

2

5.6050 USD

Common

Sell Transaction

288

5.6050 USD

Common

Sell Transaction

13

5.6077 USD

Common

Sell Transaction

300

5.6100 USD

Common

Sell Transaction

2,700

5.6159 USD

Common

Sell Transaction

464

5.6163 USD

Common

Sell Transaction

153

5.6169 USD

Common

Sell Transaction

358

5.6188 USD

Common

Sell Transaction

2,278

5.6197 USD

Common

Sell Transaction

25

5.6200 USD

Common

Sell Transaction

508

5.6260 USD

Common

Sell Transaction

100

5.6300 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

Put Option

Buy Transaction

100

4.0000 USD

American

2026-01-16

0.1500 USD

Common

Put Option

Buy Transaction

200

4.0000 USD

American

2026-01-16

0.1700 USD

Common

Put Option

Buy Transaction

100

4.0000 USD

American

2026-01-16

0.2000 USD

Common

Put Option

Buy Transaction

1,200

5.0000 USD

American

2025-11-21

0.2500 USD

Common

Put Option

Buy Transaction

200

4.0000 USD

American

2026-07-17

0.3400 USD

Common

Put Option

Buy Transaction

200

5.0000 USD

American

2026-01-16

0.4100 USD

Common

Put Option

Buy Transaction

200

7.0000 USD

American

2026-01-16

1.7800 USD

Common

Put Option

Sell Transaction

100

4.0000 USD

American

2026-01-16

0.1300 USD

Common

Call Option

Sell Transaction

2,000

10.0000 USD

American

2026-07-17

0.1900 USD

Common

Call Option

Sell Transaction

1,000

10.0000 USD

American

2026-07-17

0.2000 USD

Common

Put Option

Sell Transaction

200

5.0000 USD

American

2026-01-16

0.3800 USD

Common

Call Option

Sell Transaction

300

7.0000 USD

American

2026-04-17

0.4500 USD

Common

Put Option

Sell Transaction

100

7.0000 USD

American

2026-01-16

1.6900 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:

15 October 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

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-2,200

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,500

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-10,900

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-900

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

175,900

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

22,600

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

200

11.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

35,000

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

5,400

7.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

48,200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-218,200

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,800

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

0

5.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Purchased

9,500

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-100

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

200

8.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Purchased

-400

4.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-1,000

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-2,000

5.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Purchased

-4,400

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-3,300

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

300

6.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Sold

2,200

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

300

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,000

5.0 USD

 

American

 

21/01/2028

 

Common

Call Option

Sold

-2,100

7.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Sold

91,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-151,300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

62,200

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

10.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-200

8.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/12/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

10.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-400

8.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-9,100

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

21/01/2028

 

Common

Call Option

Sold

-52,500

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-508,700

7.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-1,200

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-800

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

9.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

 

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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