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Form 8.3 - American Axle & Manufacturing Holdings

22nd Aug 2025 15:00

RNS Number : 4274W
Citadel Group
22 August 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

21 August 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:

1,089,944

0.91

668,698

0.56

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

224,200

0.18

614,100

0.51

 

TOTAL:

1,314,144

1.10

1,282,798

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

2

5.4700 USD

Common

Buy Transaction

4,500

5.5000 USD

Common

Buy Transaction

200

5.5150 USD

Common

Buy Transaction

484

5.5200 USD

Common

Buy Transaction

100

5.5250 USD

Common

Buy Transaction

3,472

5.5300 USD

Common

Buy Transaction

1,000

5.5350 USD

Common

Buy Transaction

2,199

5.5357 USD

Common

Buy Transaction

400

5.5362 USD

Common

Buy Transaction

451

5.5367 USD

Common

Buy Transaction

150

5.5390 USD

Common

Buy Transaction

4,999

5.5400 USD

Common

Buy Transaction

383

5.5413 USD

Common

Buy Transaction

42,994

5.5423 USD

Common

Buy Transaction

750

5.5440 USD

Common

Buy Transaction

453

5.5459 USD

Common

Buy Transaction

2,061

5.5521 USD

Common

Buy Transaction

610

5.5523 USD

Common

Buy Transaction

800

5.5525 USD

Common

Buy Transaction

651

5.5562 USD

Common

Buy Transaction

2,500

5.5576 USD

Common

Buy Transaction

728

5.5591 USD

Common

Buy Transaction

1,864

5.5593 USD

Common

Buy Transaction

900

5.5611 USD

Common

Buy Transaction

3,581

5.5693 USD

Common

Buy Transaction

3,764

5.5735 USD

Common

Buy Transaction

689

5.5857 USD

Common

Buy Transaction

1

5.5858 USD

Common

Buy Transaction

4,800

5.5883 USD

Common

Buy Transaction

1

5.5924 USD

Common

Buy Transaction

950

5.5950 USD

Common

Buy Transaction

151

5.5956 USD

Common

Buy Transaction

6,500

5.5964 USD

Common

Buy Transaction

1,568

5.5973 USD

Common

Buy Transaction

1,700

5.5988 USD

Common

Buy Transaction

30

5.5997 USD

Common

Buy Transaction

4,248

5.6000 USD

Common

Buy Transaction

6,580

5.6038 USD

Common

Buy Transaction

1,051

5.6042 USD

Common

Buy Transaction

14,496

5.6057 USD

Common

Buy Transaction

6,405

5.6081 USD

Common

Buy Transaction

5,046

5.6100 USD

Common

Buy Transaction

88,958

5.6120 USD

Common

Buy Transaction

24,066

5.6122 USD

Common

Buy Transaction

9,486

5.6147 USD

Common

Buy Transaction

7,103

5.6152 USD

Common

Buy Transaction

1,500

5.6207 USD

Common

Buy Transaction

373

5.6225 USD

Common

Buy Transaction

661

5.6234 USD

Common

Buy Transaction

3,300

5.6270 USD

Common

Buy Transaction

2,730

5.6352 USD

Common

Buy Transaction

548

5.6395 USD

Common

Buy Transaction

2,500

5.6416 USD

Common

Buy Transaction

3,400

5.6424 USD

Common

Buy Transaction

1,398

5.6433 USD

Common

Buy Transaction

754

5.6456 USD

Common

Buy Transaction

1,794

5.6475 USD

Common

Buy Transaction

4,521

5.6504 USD

Common

Buy Transaction

2,233

5.6511 USD

Common

Buy Transaction

1,201

5.6536 USD

Common

Buy Transaction

151

5.6544 USD

Common

Buy Transaction

1,600

5.6550 USD

Common

Buy Transaction

4,438

5.6579 USD

Common

Buy Transaction

2,513

5.6624 USD

Common

Buy Transaction

1,400

5.6650 USD

Common

Buy Transaction

2,533

5.6703 USD

Common

Buy Transaction

10,070

5.6850 USD

Common

Buy Transaction

455

5.6850 USD

Common

Buy Transaction

77

5.6851 USD

Common

Buy Transaction

1,393

5.6879 USD

Common

Buy Transaction

1,218

5.6896 USD

Common

Buy Transaction

589

5.6900 USD

Common

Buy Transaction

428

5.6924 USD

Common

Buy Transaction

15

5.6947 USD

Common

Buy Transaction

5,102

5.6947 USD

Common

Buy Transaction

200

5.6950 USD

Common

Buy Transaction

694

5.6957 USD

Common

Buy Transaction

430

5.6975 USD

Common

Buy Transaction

36,655

5.7000 USD

Common

Buy Transaction

411

5.7040 USD

Common

Buy Transaction

106

5.7050 USD

Common

Buy Transaction

127

5.7084 USD

Common

Buy Transaction

243

5.7090 USD

Common

Buy Transaction

30

5.7093 USD

Common

Buy Transaction

1,123

5.7100 USD

Common

Buy Transaction

100

5.7150 USD

Common

Buy Transaction

135

5.7150 USD

Common

Sell Transaction

1,600

5.4600 USD

Common

Sell Transaction

7,209

5.5000 USD

Common

Sell Transaction

939

5.5094 USD

Common

Sell Transaction

800

5.5100 USD

Common

Sell Transaction

64

5.5126 USD

Common

Sell Transaction

497

5.5210 USD

Common

Sell Transaction

101

5.5260 USD

Common

Sell Transaction

800

5.5271 USD

Common

Sell Transaction

11,260

5.5300 USD

Common

Sell Transaction

101

5.5311 USD

Common

Sell Transaction

706

5.5316 USD

Common

Sell Transaction

6,049

5.5351 USD

Common

Sell Transaction

8,400

5.5357 USD

Common

Sell Transaction

500

5.5380 USD

Common

Sell Transaction

42,651

5.5399 USD

Common

Sell Transaction

110

5.5400 USD

Common

Sell Transaction

2,000

5.5531 USD

Common

Sell Transaction

390

5.5540 USD

Common

Sell Transaction

300

5.5550 USD

Common

Sell Transaction

1,900

5.5579 USD

Common

Sell Transaction

861

5.5582 USD

Common

Sell Transaction

1,508

5.5586 USD

Common

Sell Transaction

2,900

5.5603 USD

Common

Sell Transaction

377

5.5700 USD

Common

Sell Transaction

1,595

5.5723 USD

Common

Sell Transaction

510

5.5725 USD

Common

Sell Transaction

900

5.5733 USD

Common

Sell Transaction

400

5.5775 USD

Common

Sell Transaction

6,400

5.5794 USD

Common

Sell Transaction

1,782

5.5800 USD

Common

Sell Transaction

2,141

5.5839 USD

Common

Sell Transaction

300

5.5867 USD

Common

Sell Transaction

212

5.5883 USD

Common

Sell Transaction

800

5.5888 USD

Common

Sell Transaction

1,335

5.5900 USD

Common

Sell Transaction

2,462

5.5911 USD

Common

Sell Transaction

200

5.5925 USD

Common

Sell Transaction

300

5.5967 USD

Common

Sell Transaction

545

5.5980 USD

Common

Sell Transaction

1,907

5.5986 USD

Common

Sell Transaction

1,000

5.5990 USD

Common

Sell Transaction

6,899

5.5999 USD

Common

Sell Transaction

1,144

5.6000 USD

Common

Sell Transaction

2,800

5.6004 USD

Common

Sell Transaction

2,350

5.6004 USD

Common

Sell Transaction

660

5.6006 USD

Common

Sell Transaction

9

5.6011 USD

Common

Sell Transaction

699

5.6014 USD

Common

Sell Transaction

638

5.6016 USD

Common

Sell Transaction

400

5.6025 USD

Common

Sell Transaction

300

5.6033 USD

Common

Sell Transaction

773

5.6033 USD

Common

Sell Transaction

1,432

5.6035 USD

Common

Sell Transaction

1,455

5.6044 USD

Common

Sell Transaction

2,185

5.6063 USD

Common

Sell Transaction

6,579

5.6066 USD

Common

Sell Transaction

1,115

5.6066 USD

Common

Sell Transaction

1,141

5.6069 USD

Common

Sell Transaction

800

5.6075 USD

Common

Sell Transaction

3,331

5.6082 USD

Common

Sell Transaction

31,237

5.6082 USD

Common

Sell Transaction

1,001

5.6100 USD

Common

Sell Transaction

2,059

5.6106 USD

Common

Sell Transaction

739

5.6107 USD

Common

Sell Transaction

1,400

5.6114 USD

Common

Sell Transaction

88,958

5.6120 USD

Common

Sell Transaction

14,100

5.6133 USD

Common

Sell Transaction

5,396

5.6138 USD

Common

Sell Transaction

1,128

5.6141 USD

Common

Sell Transaction

1,368

5.6149 USD

Common

Sell Transaction

860

5.6150 USD

Common

Sell Transaction

310

5.6161 USD

Common

Sell Transaction

13,999

5.6174 USD

Common

Sell Transaction

767

5.6176 USD

Common

Sell Transaction

1,451

5.6180 USD

Common

Sell Transaction

501

5.6180 USD

Common

Sell Transaction

30

5.6183 USD

Common

Sell Transaction

2

5.6191 USD

Common

Sell Transaction

37

5.6200 USD

Common

Sell Transaction

1,308

5.6208 USD

Common

Sell Transaction

800

5.6212 USD

Common

Sell Transaction

1,612

5.6213 USD

Common

Sell Transaction

430

5.6214 USD

Common

Sell Transaction

77

5.6214 USD

Common

Sell Transaction

693

5.6227 USD

Common

Sell Transaction

600

5.6233 USD

Common

Sell Transaction

7,075

5.6245 USD

Common

Sell Transaction

18,383

5.6263 USD

Common

Sell Transaction

300

5.6267 USD

Common

Sell Transaction

12,418

5.6311 USD

Common

Sell Transaction

1,800

5.6311 USD

Common

Sell Transaction

1,408

5.6340 USD

Common

Sell Transaction

700

5.6343 USD

Common

Sell Transaction

1,700

5.6347 USD

Common

Sell Transaction

511

5.6352 USD

Common

Sell Transaction

2,900

5.6359 USD

Common

Sell Transaction

1,838

5.6361 USD

Common

Sell Transaction

1,698

5.6371 USD

Common

Sell Transaction

5,856

5.6372 USD

Common

Sell Transaction

1,462

5.6379 USD

Common

Sell Transaction

91

5.6400 USD

Common

Sell Transaction

501

5.6448 USD

Common

Sell Transaction

712

5.6479 USD

Common

Sell Transaction

69

5.6500 USD

Common

Sell Transaction

1,004

5.6519 USD

Common

Sell Transaction

800

5.6550 USD

Common

Sell Transaction

3,255

5.6554 USD

Common

Sell Transaction

800

5.6562 USD

Common

Sell Transaction

204

5.6616 USD

Common

Sell Transaction

5,510

5.6616 USD

Common

Sell Transaction

2,000

5.6620 USD

Common

Sell Transaction

8,026

5.6640 USD

Common

Sell Transaction

407

5.6646 USD

Common

Sell Transaction

500

5.6650 USD

Common

Sell Transaction

5,467

5.6664 USD

Common

Sell Transaction

108

5.6675 USD

Common

Sell Transaction

3,220

5.6680 USD

Common

Sell Transaction

14

5.6700 USD

Common

Sell Transaction

9,048

5.6707 USD

Common

Sell Transaction

2,064

5.6710 USD

Common

Sell Transaction

1,301

5.6719 USD

Common

Sell Transaction

58

5.6736 USD

Common

Sell Transaction

96

5.6742 USD

Common

Sell Transaction

160

5.6751 USD

Common

Sell Transaction

654

5.6764 USD

Common

Sell Transaction

603

5.6780 USD

Common

Sell Transaction

40

5.6785 USD

Common

Sell Transaction

134

5.6797 USD

Common

Sell Transaction

43

5.6800 USD

Common

Sell Transaction

217

5.6811 USD

Common

Sell Transaction

372

5.6813 USD

Common

Sell Transaction

65

5.6826 USD

Common

Sell Transaction

389

5.6850 USD

Common

Sell Transaction

17

5.6853 USD

Common

Sell Transaction

84

5.6900 USD

Common

Sell Transaction

3,736

5.6909 USD

Common

Sell Transaction

3,100

5.6923 USD

Common

Sell Transaction

40

5.6950 USD

Common

Sell Transaction

81

5.6979 USD

Common

Sell Transaction

2,840

5.6996 USD

Common

Sell Transaction

26,712

5.7000 USD

Common

Sell Transaction

937

5.7026 USD

Common

Sell Transaction

1,300

5.7058 USD

Common

Sell Transaction

326

5.7069 USD

Common

Sell Transaction

6,312

5.7100 USD

Common

Sell Transaction

258

5.7200 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

400

6.0000 USD

American

2025-09-19

0.1700 USD

Common

Call Option

Buy Transaction

100

6.0000 USD

American

2025-10-17

0.3000 USD

Common

Call Option

Buy Transaction

1,000

5.0000 USD

American

2025-10-17

0.7500 USD

Common

Call Option

Buy Transaction

100

5.0000 USD

American

2025-10-17

0.8400 USD

Common

Call Option

Buy Transaction

200

5.0000 USD

American

2025-10-17

0.9000 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-09-19

0.1200 USD

Common

Call Option

Sell Transaction

200

6.0000 USD

American

2025-09-19

0.2000 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-10-17

0.2300 USD

Common

Call Option

Sell Transaction

100

5.0000 USD

American

2025-09-19

0.6200 USD

Common

Call Option

Sell Transaction

100

5.0000 USD

American

2025-10-17

0.7800 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:

22 August 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

-8,200

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,000

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

35,900

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

22,000

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-10,700

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

100

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

100

4.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

3,000

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-1,200

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

1,400

5.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-215,100

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

6,300

6.0 USD

 

American

 

19/09/2025

 

Common

Call Option

Purchased

41,900

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

500

6.0 USD

 

American

 

19/09/2025

 

Common

Put Option

Sold

92,800

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-900

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-54,100

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-107,700

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,300

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-41,600

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-130,300

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,000

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,700

3.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

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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