23rd Apr 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 | 22 April 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: | 587,852 | 0.49 | 219,285 | 0.18 |
(2) Cash-settled derivatives:
| 83,851 | 0.07 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 2,112,000 | 1.78 | 558,400 | 0.47 |
TOTAL: | 2,783,703 | 2.35 | 777,685 | 0.65 |
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 | 152 | 3.2711 USD |
Common | Buy Transaction | 2,601 | 3.2895 USD |
Common | Buy Transaction | 31 | 3.2900 USD |
Common | Buy Transaction | 68,502 | 3.2908 USD |
Common | Buy Transaction | 100 | 3.3050 USD |
Common | Buy Transaction | 350 | 3.3083 USD |
Common | Buy Transaction | 424 | 3.3087 USD |
Common | Buy Transaction | 198 | 3.3123 USD |
Common | Buy Transaction | 14,442 | 3.3167 USD |
Common | Buy Transaction | 835 | 3.3183 USD |
Common | Buy Transaction | 600 | 3.3183 USD |
Common | Buy Transaction | 1,403 | 3.3199 USD |
Common | Buy Transaction | 3,387 | 3.3200 USD |
Common | Buy Transaction | 60 | 3.3208 USD |
Common | Buy Transaction | 4,843 | 3.3210 USD |
Common | Buy Transaction | 69 | 3.3243 USD |
Common | Buy Transaction | 364 | 3.3251 USD |
Common | Buy Transaction | 222 | 3.3255 USD |
Common | Buy Transaction | 25 | 3.3264 USD |
Common | Buy Transaction | 300 | 3.3267 USD |
Common | Buy Transaction | 40 | 3.3275 USD |
Common | Buy Transaction | 20,691 | 3.3277 USD |
Common | Buy Transaction | 1,905 | 3.3299 USD |
Common | Buy Transaction | 16,321 | 3.3300 USD |
Common | Buy Transaction | 6,599 | 3.3301 USD |
Common | Buy Transaction | 318 | 3.3306 USD |
Common | Buy Transaction | 2,849 | 3.3319 USD |
Common | Buy Transaction | 732 | 3.3320 USD |
Common | Buy Transaction | 220 | 3.3320 USD |
Common | Buy Transaction | 10,253 | 3.3324 USD |
Common | Buy Transaction | 136 | 3.3344 USD |
Common | Buy Transaction | 10,400 | 3.3347 USD |
Common | Buy Transaction | 600 | 3.3350 USD |
Common | Buy Transaction | 2,529 | 3.3350 USD |
Common | Buy Transaction | 428 | 3.3355 USD |
Common | Buy Transaction | 4,238 | 3.3355 USD |
Common | Buy Transaction | 270 | 3.3356 USD |
Common | Buy Transaction | 104 | 3.3363 USD |
Common | Buy Transaction | 7,948 | 3.3369 USD |
Common | Buy Transaction | 124 | 3.3377 USD |
Common | Buy Transaction | 2,500 | 3.3384 USD |
Common | Buy Transaction | 32,354 | 3.3385 USD |
Common | Buy Transaction | 160 | 3.3389 USD |
Common | Buy Transaction | 19 | 3.3395 USD |
Common | Buy Transaction | 4,120 | 3.3400 USD |
Common | Buy Transaction | 1,126 | 3.3406 USD |
Common | Buy Transaction | 2,401 | 3.3408 USD |
Common | Buy Transaction | 1,716 | 3.3412 USD |
Common | Buy Transaction | 422 | 3.3413 USD |
Common | Buy Transaction | 360 | 3.3416 USD |
Common | Buy Transaction | 33 | 3.3421 USD |
Common | Buy Transaction | 700 | 3.3429 USD |
Common | Buy Transaction | 2 | 3.3431 USD |
Common | Buy Transaction | 3,171 | 3.3434 USD |
Common | Buy Transaction | 500 | 3.3440 USD |
Common | Buy Transaction | 50,005 | 3.3442 USD |
Common | Buy Transaction | 11,782 | 3.3448 USD |
Common | Buy Transaction | 319 | 3.3451 USD |
Common | Buy Transaction | 2,878 | 3.3453 USD |
Common | Buy Transaction | 726 | 3.3455 USD |
Common | Buy Transaction | 500 | 3.3460 USD |
Common | Buy Transaction | 300 | 3.3467 USD |
Common | Buy Transaction | 190 | 3.3471 USD |
Common | Buy Transaction | 6,723 | 3.3471 USD |
Common | Buy Transaction | 43,553 | 3.3473 USD |
Common | Buy Transaction | 400 | 3.3475 USD |
Common | Buy Transaction | 261 | 3.3477 USD |
Common | Buy Transaction | 1,164 | 3.3485 USD |
Common | Buy Transaction | 1,855 | 3.3490 USD |
Common | Buy Transaction | 149 | 3.3491 USD |
Common | Buy Transaction | 3,499 | 3.3500 USD |
Common | Buy Transaction | 1,336 | 3.3520 USD |
Common | Buy Transaction | 340 | 3.3524 USD |
Common | Buy Transaction | 75,330 | 3.3526 USD |
Common | Buy Transaction | 424 | 3.3537 USD |
Common | Buy Transaction | 500 | 3.3540 USD |
Common | Buy Transaction | 2,758 | 3.3557 USD |
Common | Buy Transaction | 138 | 3.3572 USD |
Common | Buy Transaction | 488 | 3.3586 USD |
Common | Buy Transaction | 206 | 3.3597 USD |
Common | Buy Transaction | 700 | 3.3600 USD |
Common | Buy Transaction | 726 | 3.3635 USD |
Common | Buy Transaction | 118 | 3.3639 USD |
Common | Buy Transaction | 1 | 3.3650 USD |
Common | Buy Transaction | 505 | 3.3656 USD |
Common | Buy Transaction | 318 | 3.3677 USD |
Common | Buy Transaction | 153,479 | 3.3700 USD |
Common | Buy Transaction | 1,194 | 3.3701 USD |
Common | Buy Transaction | 932 | 3.3714 USD |
Common | Buy Transaction | 5,235 | 3.3720 USD |
Common | Buy Transaction | 99 | 3.3745 USD |
Common | Buy Transaction | 159 | 3.3750 USD |
Common | Buy Transaction | 100 | 3.3751 USD |
Common | Buy Transaction | 1 | 3.3771 USD |
Common | Buy Transaction | 4,070 | 3.3800 USD |
Common | Buy Transaction | 2,133 | 3.3804 USD |
Common | Buy Transaction | 4,051 | 3.3817 USD |
Common | Buy Transaction | 8,524 | 3.3849 USD |
Common | Buy Transaction | 19 | 3.3863 USD |
Common | Buy Transaction | 102 | 3.3896 USD |
Common | Buy Transaction | 1,991 | 3.3900 USD |
Common | Buy Transaction | 844 | 3.3911 USD |
Common | Buy Transaction | 3,818 | 3.3958 USD |
Common | Buy Transaction | 43 | 3.4000 USD |
Common | Buy Transaction | 41 | 3.4100 USD |
Common | DVP Transaction | 2 | 3.3300 USD |
Common | DVP Transaction | 111 | 3.3500 USD |
Common | DVP Transaction | 141,506 | 3.3700 USD |
Common | DVP Transaction | 8,390 | 3.3800 USD |
Common | DVP Transaction | 81 | 3.4000 USD |
Common | RVP Transaction | 111 | 3.3500 USD |
Common | RVP Transaction | 141,506 | 3.3700 USD |
Common | RVP Transaction | 102 | 3.3790 USD |
Common | RVP Transaction | 8,290 | 3.3800 USD |
Common | RVP Transaction | 81 | 3.4000 USD |
Common | Sell Transaction | 978 | 3.2800 USD |
Common | Sell Transaction | 1,146 | 3.2835 USD |
Common | Sell Transaction | 10 | 3.2890 USD |
Common | Sell Transaction | 152 | 3.2900 USD |
Common | Sell Transaction | 300 | 3.2933 USD |
Common | Sell Transaction | 302 | 3.2938 USD |
Common | Sell Transaction | 400 | 3.2991 USD |
Common | Sell Transaction | 500 | 3.3000 USD |
Common | Sell Transaction | 540 | 3.3007 USD |
Common | Sell Transaction | 668 | 3.3020 USD |
Common | Sell Transaction | 602 | 3.3052 USD |
Common | Sell Transaction | 1,627 | 3.3059 USD |
Common | Sell Transaction | 500 | 3.3100 USD |
Common | Sell Transaction | 3 | 3.3167 USD |
Common | Sell Transaction | 524 | 3.3200 USD |
Common | Sell Transaction | 1,962 | 3.3217 USD |
Common | Sell Transaction | 437 | 3.3223 USD |
Common | Sell Transaction | 100 | 3.3250 USD |
Common | Sell Transaction | 5,680 | 3.3286 USD |
Common | Sell Transaction | 123 | 3.3287 USD |
Common | Sell Transaction | 1,449 | 3.3290 USD |
Common | Sell Transaction | 58 | 3.3291 USD |
Common | Sell Transaction | 11,305 | 3.3299 USD |
Common | Sell Transaction | 1,490 | 3.3300 USD |
Common | Sell Transaction | 5,839 | 3.3321 USD |
Common | Sell Transaction | 241 | 3.3324 USD |
Common | Sell Transaction | 13,516 | 3.3332 USD |
Common | Sell Transaction | 61,821 | 3.3336 USD |
Common | Sell Transaction | 200 | 3.3350 USD |
Common | Sell Transaction | 1,000 | 3.3360 USD |
Common | Sell Transaction | 72 | 3.3363 USD |
Common | Sell Transaction | 1,530 | 3.3364 USD |
Common | Sell Transaction | 1,103 | 3.3366 USD |
Common | Sell Transaction | 6,566 | 3.3381 USD |
Common | Sell Transaction | 1,200 | 3.3383 USD |
Common | Sell Transaction | 405 | 3.3386 USD |
Common | Sell Transaction | 1,100 | 3.3391 USD |
Common | Sell Transaction | 10,000 | 3.3392 USD |
Common | Sell Transaction | 347 | 3.3393 USD |
Common | Sell Transaction | 1,936 | 3.3400 USD |
Common | Sell Transaction | 3,600 | 3.3401 USD |
Common | Sell Transaction | 359 | 3.3408 USD |
Common | Sell Transaction | 370 | 3.3409 USD |
Common | Sell Transaction | 364 | 3.3411 USD |
Common | Sell Transaction | 586 | 3.3417 USD |
Common | Sell Transaction | 665 | 3.3418 USD |
Common | Sell Transaction | 1,400 | 3.3429 USD |
Common | Sell Transaction | 1,935 | 3.3430 USD |
Common | Sell Transaction | 1,418 | 3.3450 USD |
Common | Sell Transaction | 893 | 3.3464 USD |
Common | Sell Transaction | 295 | 3.3472 USD |
Common | Sell Transaction | 417 | 3.3490 USD |
Common | Sell Transaction | 17 | 3.3500 USD |
Common | Sell Transaction | 4,301 | 3.3531 USD |
Common | Sell Transaction | 2,051 | 3.3549 USD |
Common | Sell Transaction | 3,000 | 3.3550 USD |
Common | Sell Transaction | 676 | 3.3560 USD |
Common | Sell Transaction | 500 | 3.3560 USD |
Common | Sell Transaction | 65 | 3.3569 USD |
Common | Sell Transaction | 5,468 | 3.3576 USD |
Common | Sell Transaction | 2 | 3.3577 USD |
Common | Sell Transaction | 193 | 3.3581 USD |
Common | Sell Transaction | 3,809 | 3.3600 USD |
Common | Sell Transaction | 152 | 3.3603 USD |
Common | Sell Transaction | 202 | 3.3606 USD |
Common | Sell Transaction | 847 | 3.3618 USD |
Common | Sell Transaction | 14,096 | 3.3619 USD |
Common | Sell Transaction | 100 | 3.3650 USD |
Common | Sell Transaction | 660 | 3.3691 USD |
Common | Sell Transaction | 147,404 | 3.3700 USD |
Common | Sell Transaction | 217 | 3.3754 USD |
Common | Sell Transaction | 3,184 | 3.3773 USD |
Common | Sell Transaction | 778 | 3.3793 USD |
Common | Sell Transaction | 9,233 | 3.3795 USD |
Common | Sell Transaction | 4,912 | 3.3800 USD |
Common | Sell Transaction | 1,570 | 3.3894 USD |
Common | Sell Transaction | 348 | 3.3900 USD |
Common | Sell Transaction | 1,427 | 3.4000 USD |
Common | Sell Transaction | 87 | 3.4003 USD |
Common | Sell Transaction | 1,230 | 3.4100 USD |
Common | Sell Transaction | 150 | 3.4516 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 | 25 | 4.0000 USD | American | 2025-May-16 | 0.0700 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 April 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 | 2,500 | 4.0 USD
| American
| 16/05/2025
|
Common | Call Option | Purchased | 245,600 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -104,200 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 2,300 | 7.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 200 | 3.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -4,300 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 6,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 1,000,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -400 | 4.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -13,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -99,800 | 7.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/05/2025
|
Common | Put Option | Purchased | -8,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 150,000 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 800 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,400 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -5,400 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -118,400 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,500 | 4.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -2,800 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -2,000 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -100 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 200 | 5.0 USD
| American
| 18/07/2025
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -101,000 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -9,500 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -200 | 3.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -3,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -9,100 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -36,100 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -500 | 3.0 USD
| American
| 17/07/2026
|
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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