15th 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 | 12 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: | 1,169,222 | 0.98 | 97,759 | 0.08 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 246,500 | 0.20 | 621,000 | 0.52 |
TOTAL: | 1,415,722 | 1.19 | 718,759 | 0.60 |
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 | 18,255 | 5.8700 USD |
Common | Buy Transaction | 5,060 | 5.8800 USD |
Common | Buy Transaction | 167 | 5.8811 USD |
Common | Buy Transaction | 57 | 5.8911 USD |
Common | Buy Transaction | 680 | 5.8912 USD |
Common | Buy Transaction | 557 | 5.9083 USD |
Common | Buy Transaction | 1,966 | 5.9100 USD |
Common | Buy Transaction | 883 | 5.9102 USD |
Common | Buy Transaction | 38 | 5.9111 USD |
Common | Buy Transaction | 286 | 5.9112 USD |
Common | Buy Transaction | 6,500 | 5.9222 USD |
Common | Buy Transaction | 424 | 5.9242 USD |
Common | Buy Transaction | 1 | 5.9275 USD |
Common | Buy Transaction | 119 | 5.9300 USD |
Common | Buy Transaction | 35 | 5.9323 USD |
Common | Buy Transaction | 1,325 | 5.9330 USD |
Common | Buy Transaction | 315 | 5.9336 USD |
Common | Buy Transaction | 232 | 5.9349 USD |
Common | Buy Transaction | 2,201 | 5.9359 USD |
Common | Buy Transaction | 100 | 5.9400 USD |
Common | Buy Transaction | 1,003 | 5.9400 USD |
Common | Buy Transaction | 4,619 | 5.9429 USD |
Common | Buy Transaction | 15 | 5.9433 USD |
Common | Buy Transaction | 4 | 5.9450 USD |
Common | Buy Transaction | 141 | 5.9455 USD |
Common | Buy Transaction | 806 | 5.9460 USD |
Common | Buy Transaction | 1 | 5.9475 USD |
Common | Buy Transaction | 2,870 | 5.9498 USD |
Common | Buy Transaction | 44 | 5.9500 USD |
Common | Buy Transaction | 3,828 | 5.9503 USD |
Common | Buy Transaction | 1,894 | 5.9506 USD |
Common | Buy Transaction | 364 | 5.9507 USD |
Common | Buy Transaction | 200 | 5.9508 USD |
Common | Buy Transaction | 79 | 5.9510 USD |
Common | Buy Transaction | 3,360 | 5.9517 USD |
Common | Buy Transaction | 664 | 5.9528 USD |
Common | Buy Transaction | 105 | 5.9534 USD |
Common | Buy Transaction | 1,568 | 5.9559 USD |
Common | Buy Transaction | 1 | 5.9566 USD |
Common | Buy Transaction | 581 | 5.9597 USD |
Common | Buy Transaction | 725 | 5.9599 USD |
Common | Buy Transaction | 24 | 5.9600 USD |
Common | Buy Transaction | 24,493 | 5.9632 USD |
Common | Buy Transaction | 599 | 5.9634 USD |
Common | Buy Transaction | 4,374 | 5.9662 USD |
Common | Buy Transaction | 609 | 5.9684 USD |
Common | Buy Transaction | 970 | 5.9700 USD |
Common | Buy Transaction | 4,000 | 5.9706 USD |
Common | Buy Transaction | 317 | 5.9706 USD |
Common | Buy Transaction | 5,259 | 5.9709 USD |
Common | Buy Transaction | 2,453 | 5.9711 USD |
Common | Buy Transaction | 740 | 5.9719 USD |
Common | Buy Transaction | 439 | 5.9724 USD |
Common | Buy Transaction | 185 | 5.9800 USD |
Common | Buy Transaction | 600 | 5.9811 USD |
Common | Buy Transaction | 464 | 5.9821 USD |
Common | Buy Transaction | 750 | 5.9850 USD |
Common | Buy Transaction | 82 | 6.0100 USD |
Common | Buy Transaction | 1 | 6.0200 USD |
Common | Buy Transaction | 6,380 | 6.0300 USD |
Common | Sell Transaction | 17,619 | 5.8700 USD |
Common | Sell Transaction | 5 | 5.8760 USD |
Common | Sell Transaction | 3,146 | 5.8800 USD |
Common | Sell Transaction | 1,601 | 5.8801 USD |
Common | Sell Transaction | 11 | 5.8809 USD |
Common | Sell Transaction | 149 | 5.8823 USD |
Common | Sell Transaction | 340 | 5.8912 USD |
Common | Sell Transaction | 1,028 | 5.9000 USD |
Common | Sell Transaction | 2,400 | 5.9079 USD |
Common | Sell Transaction | 413 | 5.9100 USD |
Common | Sell Transaction | 94 | 5.9130 USD |
Common | Sell Transaction | 4,419 | 5.9156 USD |
Common | Sell Transaction | 2,465 | 5.9170 USD |
Common | Sell Transaction | 379 | 5.9182 USD |
Common | Sell Transaction | 4,400 | 5.9200 USD |
Common | Sell Transaction | 1,210 | 5.9208 USD |
Common | Sell Transaction | 3 | 5.9216 USD |
Common | Sell Transaction | 703 | 5.9221 USD |
Common | Sell Transaction | 2,132 | 5.9226 USD |
Common | Sell Transaction | 605 | 5.9229 USD |
Common | Sell Transaction | 2,987 | 5.9257 USD |
Common | Sell Transaction | 238 | 5.9263 USD |
Common | Sell Transaction | 5,390 | 5.9293 USD |
Common | Sell Transaction | 26,246 | 5.9300 USD |
Common | Sell Transaction | 6 | 5.9300 USD |
Common | Sell Transaction | 2,255 | 5.9301 USD |
Common | Sell Transaction | 1,626 | 5.9308 USD |
Common | Sell Transaction | 2,940 | 5.9336 USD |
Common | Sell Transaction | 221 | 5.9348 USD |
Common | Sell Transaction | 5,147 | 5.9348 USD |
Common | Sell Transaction | 25,670 | 5.9352 USD |
Common | Sell Transaction | 2,556 | 5.9354 USD |
Common | Sell Transaction | 300 | 5.9362 USD |
Common | Sell Transaction | 1,323 | 5.9400 USD |
Common | Sell Transaction | 365 | 5.9447 USD |
Common | Sell Transaction | 420 | 5.9450 USD |
Common | Sell Transaction | 657 | 5.9450 USD |
Common | Sell Transaction | 500 | 5.9477 USD |
Common | Sell Transaction | 656 | 5.9481 USD |
Common | Sell Transaction | 643 | 5.9484 USD |
Common | Sell Transaction | 3,235 | 5.9499 USD |
Common | Sell Transaction | 7,573 | 5.9500 USD |
Common | Sell Transaction | 3,092 | 5.9503 USD |
Common | Sell Transaction | 2,866 | 5.9510 USD |
Common | Sell Transaction | 5,700 | 5.9523 USD |
Common | Sell Transaction | 436 | 5.9530 USD |
Common | Sell Transaction | 947 | 5.9531 USD |
Common | Sell Transaction | 450 | 5.9539 USD |
Common | Sell Transaction | 200 | 5.9550 USD |
Common | Sell Transaction | 21 | 5.9581 USD |
Common | Sell Transaction | 664 | 5.9584 USD |
Common | Sell Transaction | 100 | 5.9592 USD |
Common | Sell Transaction | 6,260 | 5.9593 USD |
Common | Sell Transaction | 2,401 | 5.9600 USD |
Common | Sell Transaction | 569 | 5.9603 USD |
Common | Sell Transaction | 661 | 5.9610 USD |
Common | Sell Transaction | 111 | 5.9620 USD |
Common | Sell Transaction | 8 | 5.9625 USD |
Common | Sell Transaction | 139 | 5.9640 USD |
Common | Sell Transaction | 530 | 5.9650 USD |
Common | Sell Transaction | 1,127 | 5.9651 USD |
Common | Sell Transaction | 2,664 | 5.9651 USD |
Common | Sell Transaction | 247 | 5.9660 USD |
Common | Sell Transaction | 3,542 | 5.9666 USD |
Common | Sell Transaction | 996 | 5.9667 USD |
Common | Sell Transaction | 800 | 5.9688 USD |
Common | Sell Transaction | 3,752 | 5.9700 USD |
Common | Sell Transaction | 387 | 5.9711 USD |
Common | Sell Transaction | 473 | 5.9714 USD |
Common | Sell Transaction | 205 | 5.9747 USD |
Common | Sell Transaction | 300 | 5.9750 USD |
Common | Sell Transaction | 343 | 5.9756 USD |
Common | Sell Transaction | 10 | 5.9790 USD |
Common | Sell Transaction | 4 | 5.9800 USD |
Common | Sell Transaction | 3,353 | 5.9843 USD |
Common | Sell Transaction | 23 | 5.9848 USD |
Common | Sell Transaction | 771 | 5.9900 USD |
Common | Sell Transaction | 300 | 6.0250 USD |
Common | Sell Transaction | 448 | 6.0325 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 | 5.0000 USD | American | 2026-01-16 | 0.2500 USD |
Common | Call Option | Buy Transaction | 500 | 6.0000 USD | American | 2026-04-17 | 0.9500 USD |
Common | Call Option | Buy Transaction | 1,000 | 6.0000 USD | American | 2026-04-17 | 1.0000 USD |
Common | Call Option | Sell Transaction | 100 | 6.0000 USD | American | 2025-10-17 | 0.4000 USD |
Common | Call Option | Sell Transaction | 3,100 | 7.0000 USD | American | 2026-04-17 | 0.6500 USD |
Common | Call Option | Sell Transaction | 6,000 | 7.0000 USD | American | 2026-04-17 | 0.7000 USD |
Common | Call Option | Sell Transaction | 100 | 7.0000 USD | American | 2026-12-18 | 1.0500 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 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 | 100 | 4.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 10,100 | 7.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 44,700 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 100 | 9.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 500 | 8.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,600 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 200 | 11.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -400 | 5.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -800 | 7.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -215,700 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 17,500 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 43,300 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 1,500 | 5.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,200 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 3,100 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -10,800 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 5,400 | 6.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 7,300 | 6.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -8,400 | 7.0 USD
| American
| 17/04/2026
|
Common | Put Option | Sold | 100 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 700 | 6.0 USD
| American
| 19/09/2025
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -300 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -111,700 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -500 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -128,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 800 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -54,300 | 5.0 USD
| American
| 16/01/2026
|
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 | -900 | 4.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 89,600 | 5.0 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.
Related Shares:
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