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Form 8.3 - American Axle & Manufacturing Holdings

23rd Sep 2025 15:00

RNS Number : 4774A
Citadel Group
23 September 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

22 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:

1,127,355

0.95

143,837

0.12

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

432,500

0.36

1,043,000

0.87

 

TOTAL:

1,559,855

1.31

1,186,837

1.00

 

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

480

6.0100 USD

Common

Buy Transaction

105

6.0150 USD

Common

Buy Transaction

300

6.0180 USD

Common

Buy Transaction

98

6.0200 USD

Common

Buy Transaction

100

6.0300 USD

Common

Buy Transaction

6,000

6.0301 USD

Common

Buy Transaction

4,918

6.0312 USD

Common

Buy Transaction

125

6.0350 USD

Common

Buy Transaction

123

6.0368 USD

Common

Buy Transaction

675

6.0400 USD

Common

Buy Transaction

696

6.0401 USD

Common

Buy Transaction

859

6.0402 USD

Common

Buy Transaction

4,480

6.0430 USD

Common

Buy Transaction

5,694

6.0440 USD

Common

Buy Transaction

1,567

6.0444 USD

Common

Buy Transaction

1,825

6.0445 USD

Common

Buy Transaction

20

6.0450 USD

Common

Buy Transaction

267

6.0451 USD

Common

Buy Transaction

384

6.0453 USD

Common

Buy Transaction

11,600

6.0479 USD

Common

Buy Transaction

481

6.0484 USD

Common

Buy Transaction

202

6.0499 USD

Common

Buy Transaction

83,234

6.0500 USD

Common

Buy Transaction

658

6.0514 USD

Common

Buy Transaction

41,261

6.0532 USD

Common

Buy Transaction

2,158

6.0536 USD

Common

Buy Transaction

871

6.0540 USD

Common

Buy Transaction

2

6.0550 USD

Common

Buy Transaction

100

6.0551 USD

Common

Buy Transaction

624

6.0557 USD

Common

Buy Transaction

1,417

6.0557 USD

Common

Buy Transaction

2,000

6.0562 USD

Common

Buy Transaction

2,385

6.0575 USD

Common

Buy Transaction

1,224

6.0577 USD

Common

Buy Transaction

95

6.0582 USD

Common

Buy Transaction

600

6.0590 USD

Common

Buy Transaction

1

6.0593 USD

Common

Buy Transaction

1,613

6.0595 USD

Common

Buy Transaction

7,293

6.0596 USD

Common

Buy Transaction

999

6.0598 USD

Common

Buy Transaction

1,886

6.0600 USD

Common

Buy Transaction

4,800

6.0601 USD

Common

Buy Transaction

900

6.0604 USD

Common

Buy Transaction

1,584

6.0608 USD

Common

Buy Transaction

300

6.0611 USD

Common

Buy Transaction

1,249

6.0613 USD

Common

Buy Transaction

1,300

6.0623 USD

Common

Buy Transaction

6,352

6.0623 USD

Common

Buy Transaction

2,408

6.0632 USD

Common

Buy Transaction

1,336

6.0642 USD

Common

Buy Transaction

4,800

6.0650 USD

Common

Buy Transaction

1,300

6.0662 USD

Common

Buy Transaction

400

6.0667 USD

Common

Buy Transaction

1,417

6.0669 USD

Common

Buy Transaction

204

6.0675 USD

Common

Buy Transaction

132

6.0679 USD

Common

Buy Transaction

386

6.0685 USD

Common

Buy Transaction

2

6.0688 USD

Common

Buy Transaction

11,589

6.0690 USD

Common

Buy Transaction

800

6.0690 USD

Common

Buy Transaction

762

6.0694 USD

Common

Buy Transaction

9,305

6.0698 USD

Common

Buy Transaction

8,087

6.0700 USD

Common

Buy Transaction

1,195

6.0701 USD

Common

Buy Transaction

2,300

6.0702 USD

Common

Buy Transaction

184

6.0705 USD

Common

Buy Transaction

1,502

6.0707 USD

Common

Buy Transaction

212

6.0709 USD

Common

Buy Transaction

1,425

6.0727 USD

Common

Buy Transaction

649

6.0734 USD

Common

Buy Transaction

1,177

6.0744 USD

Common

Buy Transaction

2,224

6.0750 USD

Common

Buy Transaction

100

6.0750 USD

Common

Buy Transaction

356

6.0756 USD

Common

Buy Transaction

1,630

6.0768 USD

Common

Buy Transaction

88

6.0780 USD

Common

Buy Transaction

110

6.0782 USD

Common

Buy Transaction

465

6.0782 USD

Common

Buy Transaction

773

6.0800 USD

Common

Buy Transaction

10,219

6.0801 USD

Common

Buy Transaction

781

6.0801 USD

Common

Buy Transaction

781

6.0801 USD

Common

Buy Transaction

962

6.0807 USD

Common

Buy Transaction

2,314

6.0824 USD

Common

Buy Transaction

1,155

6.0842 USD

Common

Buy Transaction

16

6.0900 USD

Common

Buy Transaction

392

6.0930 USD

Common

Buy Transaction

75

6.0931 USD

Common

Buy Transaction

2,073

6.0932 USD

Common

Buy Transaction

5,612

6.1031 USD

Common

Buy Transaction

1,105

6.1056 USD

Common

Buy Transaction

368

6.1057 USD

Common

Buy Transaction

10,357

6.1178 USD

Common

Buy Transaction

2,690

6.1185 USD

Common

Buy Transaction

472

6.1235 USD

Common

Buy Transaction

218

6.1279 USD

Common

Buy Transaction

20

6.1350 USD

Common

Buy Transaction

1

6.1354 USD

Common

Buy Transaction

107

6.1400 USD

Common

Buy Transaction

687

6.1522 USD

Common

Buy Transaction

95

6.1583 USD

Common

Buy Transaction

375

6.1587 USD

Common

Buy Transaction

198

6.1588 USD

Common

Buy Transaction

891

6.1600 USD

Common

Buy Transaction

413

6.1604 USD

Common

Buy Transaction

400

6.1700 USD

Common

Buy Transaction

61

6.1707 USD

Common

Buy Transaction

295

6.1742 USD

Common

Buy Transaction

1

6.1743 USD

Common

Buy Transaction

1,453

6.1792 USD

Common

Buy Transaction

1,733

6.1800 USD

Common

Buy Transaction

1,088

6.1821 USD

Common

Buy Transaction

500

6.1830 USD

Common

Buy Transaction

12

6.1850 USD

Common

Buy Transaction

16

6.1900 USD

Common

Buy Transaction

1,275

6.1916 USD

Common

Buy Transaction

211

6.1940 USD

Common

Buy Transaction

1,181

6.1948 USD

Common

Buy Transaction

1

6.2000 USD

Common

Buy Transaction

1,050

6.2049 USD

Common

Buy Transaction

1,100

6.2100 USD

Common

Sell Transaction

160

6.0200 USD

Common

Sell Transaction

7,100

6.0250 USD

Common

Sell Transaction

6,418

6.0297 USD

Common

Sell Transaction

5,734

6.0344 USD

Common

Sell Transaction

125

6.0350 USD

Common

Sell Transaction

3,927

6.0363 USD

Common

Sell Transaction

938

6.0394 USD

Common

Sell Transaction

3,558

6.0400 USD

Common

Sell Transaction

550

6.0403 USD

Common

Sell Transaction

42

6.0410 USD

Common

Sell Transaction

501

6.0420 USD

Common

Sell Transaction

1,261

6.0422 USD

Common

Sell Transaction

9,200

6.0423 USD

Common

Sell Transaction

111

6.0440 USD

Common

Sell Transaction

925

6.0446 USD

Common

Sell Transaction

200

6.0450 USD

Common

Sell Transaction

1,757

6.0451 USD

Common

Sell Transaction

6

6.0483 USD

Common

Sell Transaction

328

6.0491 USD

Common

Sell Transaction

39,288

6.0500 USD

Common

Sell Transaction

167

6.0516 USD

Common

Sell Transaction

7

6.0529 USD

Common

Sell Transaction

285

6.0531 USD

Common

Sell Transaction

988

6.0546 USD

Common

Sell Transaction

0

6.0550 USD

Common

Sell Transaction

421

6.0550 USD

Common

Sell Transaction

390

6.0550 USD

Common

Sell Transaction

696

6.0555 USD

Common

Sell Transaction

173

6.0558 USD

Common

Sell Transaction

832

6.0568 USD

Common

Sell Transaction

1,100

6.0575 USD

Common

Sell Transaction

220

6.0578 USD

Common

Sell Transaction

5,981

6.0579 USD

Common

Sell Transaction

160

6.0594 USD

Common

Sell Transaction

2,484

6.0600 USD

Common

Sell Transaction

9,593

6.0606 USD

Common

Sell Transaction

2,461

6.0641 USD

Common

Sell Transaction

347

6.0650 USD

Common

Sell Transaction

2,577

6.0651 USD

Common

Sell Transaction

1,872

6.0660 USD

Common

Sell Transaction

1,353

6.0665 USD

Common

Sell Transaction

3,771

6.0666 USD

Common

Sell Transaction

3,824

6.0666 USD

Common

Sell Transaction

1,510

6.0667 USD

Common

Sell Transaction

1,770

6.0668 USD

Common

Sell Transaction

500

6.0680 USD

Common

Sell Transaction

220

6.0691 USD

Common

Sell Transaction

3,320

6.0700 USD

Common

Sell Transaction

791

6.0704 USD

Common

Sell Transaction

2,798

6.0709 USD

Common

Sell Transaction

4,183

6.0713 USD

Common

Sell Transaction

13,303

6.0714 USD

Common

Sell Transaction

1,000

6.0750 USD

Common

Sell Transaction

198

6.0751 USD

Common

Sell Transaction

475

6.0772 USD

Common

Sell Transaction

400

6.0775 USD

Common

Sell Transaction

4,625

6.0800 USD

Common

Sell Transaction

781

6.0801 USD

Common

Sell Transaction

30,989

6.0813 USD

Common

Sell Transaction

668

6.0816 USD

Common

Sell Transaction

3,700

6.0830 USD

Common

Sell Transaction

1,575

6.0894 USD

Common

Sell Transaction

200

6.0900 USD

Common

Sell Transaction

4,195

6.1025 USD

Common

Sell Transaction

540

6.1148 USD

Common

Sell Transaction

13

6.1177 USD

Common

Sell Transaction

4,777

6.1200 USD

Common

Sell Transaction

1

6.1253 USD

Common

Sell Transaction

8

6.1775 USD

Common

Sell Transaction

0

6.1793 USD

Common

Sell Transaction

580

6.1800 USD

Common

Sell Transaction

720

6.1889 USD

Common

Sell Transaction

9,838

6.1900 USD

Common

Sell Transaction

137

6.1927 USD

Common

Sell Transaction

269

6.1943 USD

Common

Sell Transaction

284

6.1945 USD

Common

Sell Transaction

200

6.1950 USD

Common

Sell Transaction

109

6.1983 USD

Common

Sell Transaction

824

6.1989 USD

Common

Sell Transaction

1,940

6.1997 USD

Common

Sell Transaction

299

6.1999 USD

Common

Sell Transaction

970

6.2000 USD

Common

Sell Transaction

50

6.2094 USD

Common

Sell Transaction

13

6.2115 USD

Common

Sell Transaction

805

6.2200 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

4,000

7.0000 USD

American

2025-10-17

0.1000 USD

Common

Call Option

Buy Transaction

200

7.0000 USD

American

2025-11-21

0.2500 USD

Common

Put Option

Buy Transaction

100

6.0000 USD

American

2025-10-17

0.2700 USD

Common

Call Option

Buy Transaction

1,000

10.0000 USD

American

2026-07-17

0.3300 USD

Common

Call Option

Buy Transaction

100

10.0000 USD

American

2026-07-17

0.3900 USD

Common

Call Option

Buy Transaction

600

6.0000 USD

American

2025-10-17

0.4000 USD

Common

Call Option

Buy Transaction

6,600

6.0000 USD

American

2025-10-17

0.4500 USD

Common

Put Option

Buy Transaction

1,500

5.0000 USD

American

2026-07-17

0.5200 USD

Common

Call Option

Buy Transaction

100

6.0000 USD

American

2026-01-16

0.8000 USD

Common

Call Option

Buy Transaction

3,000

7.0000 USD

American

2026-07-17

0.8500 USD

Common

Put Option

Buy Transaction

500

7.0000 USD

American

2025-10-17

0.9500 USD

Common

Call Option

Sell Transaction

400

7.0000 USD

American

2025-10-17

0.1000 USD

Common

Call Option

Sell Transaction

1,100

7.0000 USD

American

2025-10-17

0.1100 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2025-10-17

0.3700 USD

Common

Call Option

Sell Transaction

500

7.0000 USD

American

2026-01-16

0.5000 USD

Common

Call Option

Sell Transaction

100

7.0000 USD

American

2026-04-17

0.7000 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2026-01-16

0.7100 USD

Common

Call Option

Sell Transaction

100

6.0000 USD

American

2026-01-16

0.7200 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:

23 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

Put Option

Purchased

-216,000

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-500

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

50,200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,700

7.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-800

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

10,100

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

500

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

10,600

7.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

2,000

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-10,800

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

175,900

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

100

9.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

200

7.0 USD

 

American

 

21/11/2025

 

Common

Put Option

Purchased

-200

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,600

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

200

11.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-8,200

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

15,100

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

46,900

6.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-2,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

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

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-900

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-160,300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

1,700

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-508,800

7.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Sold

91,700

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-54,200

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.

 

 

 

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