8th Aug 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 | 7 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: | 1,448,556 | 1.22 | 390,129 | 0.32 |
(2) Cash-settled derivatives:
| 83,970 | 0.07 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 203,400 | 0.17 | 596,600 | 0.50 |
TOTAL: | 1,735,926 | 1.46 | 986,729 | 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 | 514 | 4.5234 USD |
Common | Buy Transaction | 200 | 4.5250 USD |
Common | Buy Transaction | 21,100 | 4.5299 USD |
Common | Buy Transaction | 509 | 4.5300 USD |
Common | Buy Transaction | 630 | 4.5361 USD |
Common | Buy Transaction | 1 | 4.5400 USD |
Common | Buy Transaction | 10 | 4.5410 USD |
Common | Buy Transaction | 637 | 4.5418 USD |
Common | Buy Transaction | 5,577 | 4.5465 USD |
Common | Buy Transaction | 300 | 4.5467 USD |
Common | Buy Transaction | 4,084 | 4.5491 USD |
Common | Buy Transaction | 800 | 4.5500 USD |
Common | Buy Transaction | 500 | 4.5560 USD |
Common | Buy Transaction | 215 | 4.5562 USD |
Common | Buy Transaction | 357 | 4.5568 USD |
Common | Buy Transaction | 75 | 4.5592 USD |
Common | Buy Transaction | 1,310 | 4.5600 USD |
Common | Buy Transaction | 7,474 | 4.5611 USD |
Common | Buy Transaction | 6,567 | 4.5613 USD |
Common | Buy Transaction | 2,120 | 4.5617 USD |
Common | Buy Transaction | 9 | 4.5622 USD |
Common | Buy Transaction | 10,448 | 4.5648 USD |
Common | Buy Transaction | 1,200 | 4.5650 USD |
Common | Buy Transaction | 5,261 | 4.5655 USD |
Common | Buy Transaction | 800 | 4.5663 USD |
Common | Buy Transaction | 400 | 4.5675 USD |
Common | Buy Transaction | 1,245 | 4.5679 USD |
Common | Buy Transaction | 973 | 4.5687 USD |
Common | Buy Transaction | 1,000 | 4.5690 USD |
Common | Buy Transaction | 1 | 4.5691 USD |
Common | Buy Transaction | 459 | 4.5696 USD |
Common | Buy Transaction | 1,711 | 4.5700 USD |
Common | Buy Transaction | 593 | 4.5713 USD |
Common | Buy Transaction | 150 | 4.5718 USD |
Common | Buy Transaction | 54 | 4.5719 USD |
Common | Buy Transaction | 1,300 | 4.5719 USD |
Common | Buy Transaction | 164 | 4.5726 USD |
Common | Buy Transaction | 2,784 | 4.5731 USD |
Common | Buy Transaction | 4,295 | 4.5743 USD |
Common | Buy Transaction | 480 | 4.5746 USD |
Common | Buy Transaction | 3,000 | 4.5746 USD |
Common | Buy Transaction | 1,898 | 4.5747 USD |
Common | Buy Transaction | 1,906 | 4.5748 USD |
Common | Buy Transaction | 800 | 4.5748 USD |
Common | Buy Transaction | 200 | 4.5750 USD |
Common | Buy Transaction | 2,750 | 4.5756 USD |
Common | Buy Transaction | 2,064 | 4.5766 USD |
Common | Buy Transaction | 500 | 4.5780 USD |
Common | Buy Transaction | 590 | 4.5781 USD |
Common | Buy Transaction | 1,544 | 4.5785 USD |
Common | Buy Transaction | 258 | 4.5788 USD |
Common | Buy Transaction | 3,400 | 4.5791 USD |
Common | Buy Transaction | 63,072 | 4.5800 USD |
Common | Buy Transaction | 507 | 4.5801 USD |
Common | Buy Transaction | 451 | 4.5807 USD |
Common | Buy Transaction | 1 | 4.5814 USD |
Common | Buy Transaction | 1,159 | 4.5823 USD |
Common | Buy Transaction | 3,221 | 4.5825 USD |
Common | Buy Transaction | 411 | 4.5827 USD |
Common | Buy Transaction | 557 | 4.5827 USD |
Common | Buy Transaction | 4,560 | 4.5828 USD |
Common | Buy Transaction | 300 | 4.5833 USD |
Common | Buy Transaction | 400 | 4.5850 USD |
Common | Buy Transaction | 318 | 4.5852 USD |
Common | Buy Transaction | 891 | 4.5865 USD |
Common | Buy Transaction | 600 | 4.5867 USD |
Common | Buy Transaction | 100 | 4.5894 USD |
Common | Buy Transaction | 2,105 | 4.5899 USD |
Common | Buy Transaction | 13,494 | 4.5900 USD |
Common | Buy Transaction | 1,200 | 4.5900 USD |
Common | Buy Transaction | 1,161 | 4.5916 USD |
Common | Buy Transaction | 1,315 | 4.5917 USD |
Common | Buy Transaction | 81 | 4.5922 USD |
Common | Buy Transaction | 1 | 4.5936 USD |
Common | Buy Transaction | 109 | 4.5949 USD |
Common | Buy Transaction | 18,857 | 4.5949 USD |
Common | Buy Transaction | 620 | 4.5950 USD |
Common | Buy Transaction | 209 | 4.5964 USD |
Common | Buy Transaction | 19,369 | 4.5992 USD |
Common | Buy Transaction | 122 | 4.6000 USD |
Common | Buy Transaction | 932 | 4.6013 USD |
Common | Buy Transaction | 7,900 | 4.6100 USD |
Common | Buy Transaction | 6,497 | 4.6100 USD |
Common | Buy Transaction | 6,400 | 4.6142 USD |
Common | Buy Transaction | 3,000 | 4.6200 USD |
Common | Buy Transaction | 3,526 | 4.6297 USD |
Common | Buy Transaction | 6,811 | 4.6300 USD |
Common | Sell Transaction | 72 | 4.5200 USD |
Common | Sell Transaction | 4,429 | 4.5344 USD |
Common | Sell Transaction | 20 | 4.5385 USD |
Common | Sell Transaction | 9,745 | 4.5400 USD |
Common | Sell Transaction | 669 | 4.5416 USD |
Common | Sell Transaction | 2,155 | 4.5444 USD |
Common | Sell Transaction | 200 | 4.5450 USD |
Common | Sell Transaction | 21 | 4.5469 USD |
Common | Sell Transaction | 35 | 4.5476 USD |
Common | Sell Transaction | 432 | 4.5477 USD |
Common | Sell Transaction | 486 | 4.5481 USD |
Common | Sell Transaction | 1,800 | 4.5494 USD |
Common | Sell Transaction | 2,900 | 4.5500 USD |
Common | Sell Transaction | 102 | 4.5508 USD |
Common | Sell Transaction | 840 | 4.5515 USD |
Common | Sell Transaction | 288 | 4.5522 USD |
Common | Sell Transaction | 2,059 | 4.5538 USD |
Common | Sell Transaction | 30 | 4.5550 USD |
Common | Sell Transaction | 688 | 4.5559 USD |
Common | Sell Transaction | 3,901 | 4.5560 USD |
Common | Sell Transaction | 247 | 4.5562 USD |
Common | Sell Transaction | 6,160 | 4.5600 USD |
Common | Sell Transaction | 145 | 4.5602 USD |
Common | Sell Transaction | 82 | 4.5602 USD |
Common | Sell Transaction | 1,628 | 4.5605 USD |
Common | Sell Transaction | 256 | 4.5609 USD |
Common | Sell Transaction | 14,159 | 4.5615 USD |
Common | Sell Transaction | 572 | 4.5635 USD |
Common | Sell Transaction | 500 | 4.5640 USD |
Common | Sell Transaction | 1,269 | 4.5641 USD |
Common | Sell Transaction | 416 | 4.5643 USD |
Common | Sell Transaction | 842 | 4.5645 USD |
Common | Sell Transaction | 57 | 4.5647 USD |
Common | Sell Transaction | 420 | 4.5650 USD |
Common | Sell Transaction | 311 | 4.5650 USD |
Common | Sell Transaction | 380 | 4.5653 USD |
Common | Sell Transaction | 1,275 | 4.5657 USD |
Common | Sell Transaction | 282 | 4.5658 USD |
Common | Sell Transaction | 300 | 4.5667 USD |
Common | Sell Transaction | 7,273 | 4.5671 USD |
Common | Sell Transaction | 725 | 4.5675 USD |
Common | Sell Transaction | 3,786 | 4.5686 USD |
Common | Sell Transaction | 2,815 | 4.5686 USD |
Common | Sell Transaction | 655 | 4.5690 USD |
Common | Sell Transaction | 312 | 4.5690 USD |
Common | Sell Transaction | 56 | 4.5700 USD |
Common | Sell Transaction | 1,032 | 4.5713 USD |
Common | Sell Transaction | 84 | 4.5714 USD |
Common | Sell Transaction | 504 | 4.5715 USD |
Common | Sell Transaction | 5,408 | 4.5748 USD |
Common | Sell Transaction | 25 | 4.5752 USD |
Common | Sell Transaction | 8,362 | 4.5757 USD |
Common | Sell Transaction | 648 | 4.5766 USD |
Common | Sell Transaction | 77 | 4.5773 USD |
Common | Sell Transaction | 15,389 | 4.5783 USD |
Common | Sell Transaction | 231 | 4.5791 USD |
Common | Sell Transaction | 62,467 | 4.5800 USD |
Common | Sell Transaction | 303 | 4.5805 USD |
Common | Sell Transaction | 2,424 | 4.5805 USD |
Common | Sell Transaction | 12,358 | 4.5810 USD |
Common | Sell Transaction | 3,200 | 4.5820 USD |
Common | Sell Transaction | 112 | 4.5833 USD |
Common | Sell Transaction | 303 | 4.5833 USD |
Common | Sell Transaction | 300 | 4.5833 USD |
Common | Sell Transaction | 23 | 4.5848 USD |
Common | Sell Transaction | 432 | 4.5850 USD |
Common | Sell Transaction | 2,183 | 4.5850 USD |
Common | Sell Transaction | 170 | 4.5859 USD |
Common | Sell Transaction | 3,700 | 4.5868 USD |
Common | Sell Transaction | 7 | 4.5871 USD |
Common | Sell Transaction | 3,540 | 4.5872 USD |
Common | Sell Transaction | 281 | 4.5884 USD |
Common | Sell Transaction | 56 | 4.5889 USD |
Common | Sell Transaction | 61 | 4.5893 USD |
Common | Sell Transaction | 1,438 | 4.5894 USD |
Common | Sell Transaction | 15,420 | 4.5900 USD |
Common | Sell Transaction | 1 | 4.5906 USD |
Common | Sell Transaction | 84 | 4.5914 USD |
Common | Sell Transaction | 49 | 4.5929 USD |
Common | Sell Transaction | 500 | 4.5940 USD |
Common | Sell Transaction | 1,290 | 4.5950 USD |
Common | Sell Transaction | 109 | 4.5950 USD |
Common | Sell Transaction | 103 | 4.5960 USD |
Common | Sell Transaction | 469 | 4.5962 USD |
Common | Sell Transaction | 8 | 4.5963 USD |
Common | Sell Transaction | 60 | 4.5967 USD |
Common | Sell Transaction | 1,150 | 4.5975 USD |
Common | Sell Transaction | 353 | 4.5987 USD |
Common | Sell Transaction | 1,493 | 4.5991 USD |
Common | Sell Transaction | 180 | 4.5992 USD |
Common | Sell Transaction | 110 | 4.5996 USD |
Common | Sell Transaction | 142 | 4.5999 USD |
Common | Sell Transaction | 2,309 | 4.6000 USD |
Common | Sell Transaction | 320 | 4.6002 USD |
Common | Sell Transaction | 891 | 4.6028 USD |
Common | Sell Transaction | 116 | 4.6034 USD |
Common | Sell Transaction | 983 | 4.6040 USD |
Common | Sell Transaction | 1,689 | 4.6044 USD |
Common | Sell Transaction | 144 | 4.6050 USD |
Common | Sell Transaction | 0 | 4.6066 USD |
Common | Sell Transaction | 56 | 4.6074 USD |
Common | Sell Transaction | 144 | 4.6075 USD |
Common | Sell Transaction | 1,657 | 4.6093 USD |
Common | Sell Transaction | 3,103 | 4.6100 USD |
Common | Sell Transaction | 200 | 4.6110 USD |
Common | Sell Transaction | 38 | 4.6118 USD |
Common | Sell Transaction | 37 | 4.6132 USD |
Common | Sell Transaction | 600 | 4.6150 USD |
Common | Sell Transaction | 82 | 4.6163 USD |
Common | Sell Transaction | 246 | 4.6181 USD |
Common | Sell Transaction | 2,200 | 4.6182 USD |
Common | Sell Transaction | 400 | 4.6188 USD |
Common | Sell Transaction | 5,697 | 4.6200 USD |
Common | Sell Transaction | 3,253 | 4.6209 USD |
Common | Sell Transaction | 700 | 4.6214 USD |
Common | Sell Transaction | 1,382 | 4.6218 USD |
Common | Sell Transaction | 200 | 4.6225 USD |
Common | Sell Transaction | 673 | 4.6243 USD |
Common | Sell Transaction | 1,300 | 4.6250 USD |
Common | Sell Transaction | 228 | 4.6254 USD |
Common | Sell Transaction | 602 | 4.6300 USD |
Common | Sell Transaction | 100 | 4.6350 USD |
Common | Sell Transaction | 150 | 4.6923 USD |
Common | Sell Transaction | 400 | 4.6959 USD |
Common | Sell Transaction | 500 | 4.6975 USD |
Common | Sell Transaction | 100 | 4.7048 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 | 39,494 | 4.5849 USD |
Common | CFD | Reducing long position | 6,000 | 4.5862 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 | 100 | 8.0000 USD | American | 2026-01-16 | 0.1000 USD |
Common | Call Option | Buy Transaction | 100 | 5.0000 USD | American | 2025-08-15 | 0.1200 USD |
Common | Call Option | Buy Transaction | 700 | 6.0000 USD | American | 2025-10-17 | 0.1300 USD |
Common | Call Option | Buy Transaction | 200 | 7.0000 USD | American | 2026-01-16 | 0.2000 USD |
Common | Call Option | Sell Transaction | 400 | 5.0000 USD | American | 2025-08-15 | 0.1400 USD |
Common | Call Option | Sell Transaction | 700 | 4.0000 USD | American | 2025-10-17 | 0.8500 USD |
Common | Call Option | Sell Transaction | 100 | 4.0000 USD | American | 2025-10-17 | 0.8800 USD |
Common | Call Option | Sell Transaction | 200 | 3.0000 USD | American | 2025-10-17 | 1.6500 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: | 8 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 | -1,900 | 4.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -201,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 36,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -12,100 | 3.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -600 | 5.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 3,000 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 100 | 8.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 44,100 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 600 | 5.0 USD
| American
| 19/09/2025
|
Common | Put Option | Purchased | -1,200 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 5,000 | 5.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 5,200 | 6.0 USD
| American
| 19/09/2025
|
Common | Call Option | Purchased | 18,000 | 4.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -13,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,000 | 6.0 USD
| American
| 15/08/2025
|
Common | Call Option | Sold | -2,000 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -48,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,200 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -139,400 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -2,700 | 4.0 USD
| American
| 15/08/2025
|
Common | Put Option | Sold | 88,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -116,800 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -36,700 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -700 | 12.0 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:
Dowlais