12th Feb 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 | 11 February 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: | 1,053,665 | 0.89 | 1,302,837 | 1.10 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 393,000 | 0.33 | 545,200 | 0.46 |
TOTAL: | 1,446,665 | 1.23 | 1,848,037 | 1.57 |
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 | 230 | 4.8150 USD |
Common | Buy Transaction | 200 | 4.8200 USD |
Common | Buy Transaction | 100 | 4.8250 USD |
Common | Buy Transaction | 4,136 | 4.8268 USD |
Common | Buy Transaction | 1,173 | 4.8274 USD |
Common | Buy Transaction | 1 | 4.8300 USD |
Common | Buy Transaction | 448 | 4.8306 USD |
Common | Buy Transaction | 200 | 4.8310 USD |
Common | Buy Transaction | 418 | 4.8341 USD |
Common | Buy Transaction | 1,508 | 4.8390 USD |
Common | Buy Transaction | 333 | 4.8400 USD |
Common | Buy Transaction | 1,212 | 4.8414 USD |
Common | Buy Transaction | 710 | 4.8423 USD |
Common | Buy Transaction | 263 | 4.8448 USD |
Common | Buy Transaction | 199 | 4.8449 USD |
Common | Buy Transaction | 500 | 4.8450 USD |
Common | Buy Transaction | 2,385 | 4.8455 USD |
Common | Buy Transaction | 26 | 4.8462 USD |
Common | Buy Transaction | 787 | 4.8476 USD |
Common | Buy Transaction | 1,244 | 4.8477 USD |
Common | Buy Transaction | 1,213 | 4.8499 USD |
Common | Buy Transaction | 837 | 4.8500 USD |
Common | Buy Transaction | 40 | 4.8502 USD |
Common | Buy Transaction | 39 | 4.8508 USD |
Common | Buy Transaction | 400 | 4.8508 USD |
Common | Buy Transaction | 2,525 | 4.8509 USD |
Common | Buy Transaction | 144 | 4.8519 USD |
Common | Buy Transaction | 5,355 | 4.8531 USD |
Common | Buy Transaction | 5,117 | 4.8538 USD |
Common | Buy Transaction | 41 | 4.8550 USD |
Common | Buy Transaction | 102 | 4.8562 USD |
Common | Buy Transaction | 208 | 4.8569 USD |
Common | Buy Transaction | 63 | 4.8571 USD |
Common | Buy Transaction | 309 | 4.8574 USD |
Common | Buy Transaction | 1,971 | 4.8574 USD |
Common | Buy Transaction | 111 | 4.8590 USD |
Common | Buy Transaction | 2,900 | 4.8600 USD |
Common | Buy Transaction | 2,224 | 4.8606 USD |
Common | Buy Transaction | 5,035 | 4.8620 USD |
Common | Buy Transaction | 11,700 | 4.8622 USD |
Common | Buy Transaction | 1,162 | 4.8626 USD |
Common | Buy Transaction | 444 | 4.8632 USD |
Common | Buy Transaction | 6,525 | 4.8646 USD |
Common | Buy Transaction | 272 | 4.8649 USD |
Common | Buy Transaction | 300 | 4.8650 USD |
Common | Buy Transaction | 953 | 4.8650 USD |
Common | Buy Transaction | 3,675 | 4.8652 USD |
Common | Buy Transaction | 1,304 | 4.8660 USD |
Common | Buy Transaction | 14,999 | 4.8661 USD |
Common | Buy Transaction | 1,742 | 4.8671 USD |
Common | Buy Transaction | 676 | 4.8677 USD |
Common | Buy Transaction | 3,102 | 4.8681 USD |
Common | Buy Transaction | 113 | 4.8684 USD |
Common | Buy Transaction | 1,890 | 4.8694 USD |
Common | Buy Transaction | 42,718 | 4.8700 USD |
Common | Buy Transaction | 1,828 | 4.8701 USD |
Common | Buy Transaction | 5,840 | 4.8703 USD |
Common | Buy Transaction | 1,090 | 4.8706 USD |
Common | Buy Transaction | 3,700 | 4.8708 USD |
Common | Buy Transaction | 4,134 | 4.8710 USD |
Common | Buy Transaction | 104 | 4.8719 USD |
Common | Buy Transaction | 4 | 4.8725 USD |
Common | Buy Transaction | 398 | 4.8726 USD |
Common | Buy Transaction | 7 | 4.8743 USD |
Common | Buy Transaction | 118 | 4.8759 USD |
Common | Buy Transaction | 735 | 4.8785 USD |
Common | Buy Transaction | 14 | 4.8786 USD |
Common | Buy Transaction | 410 | 4.8792 USD |
Common | Buy Transaction | 101 | 4.8798 USD |
Common | Buy Transaction | 100 | 4.8800 USD |
Common | Buy Transaction | 130 | 4.8811 USD |
Common | Buy Transaction | 6,500 | 4.8811 USD |
Common | Buy Transaction | 405 | 4.8811 USD |
Common | Buy Transaction | 2,184 | 4.8837 USD |
Common | Buy Transaction | 419 | 4.8843 USD |
Common | Buy Transaction | 3,394 | 4.8846 USD |
Common | Buy Transaction | 557 | 4.8868 USD |
Common | Buy Transaction | 2,447 | 4.8900 USD |
Common | Buy Transaction | 586 | 4.8930 USD |
Common | Buy Transaction | 114 | 4.8991 USD |
Common | Buy Transaction | 100 | 4.9000 USD |
Common | Buy Transaction | 475 | 4.9005 USD |
Common | Buy Transaction | 300 | 4.9033 USD |
Common | Buy Transaction | 100 | 4.9200 USD |
Common | DVP Transaction | 962 | 4.8200 USD |
Common | DVP Transaction | 104 | 4.8310 USD |
Common | DVP Transaction | 130 | 4.8672 USD |
Common | DVP Transaction | 33,902 | 4.8700 USD |
Common | DVP Transaction | 195 | 4.8850 USD |
Common | DVP Transaction | 3 | 4.9600 USD |
Common | RVP Transaction | 962 | 4.8200 USD |
Common | RVP Transaction | 100 | 4.8300 USD |
Common | RVP Transaction | 4 | 4.8550 USD |
Common | RVP Transaction | 16 | 4.8600 USD |
Common | RVP Transaction | 11 | 4.8636 USD |
Common | RVP Transaction | 15 | 4.8653 USD |
Common | RVP Transaction | 20 | 4.8670 USD |
Common | RVP Transaction | 29 | 4.8679 USD |
Common | RVP Transaction | 18 | 4.8694 USD |
Common | RVP Transaction | 33,902 | 4.8700 USD |
Common | RVP Transaction | 13 | 4.8746 USD |
Common | RVP Transaction | 1 | 4.8800 USD |
Common | RVP Transaction | 100 | 4.8850 USD |
Common | RVP Transaction | 95 | 4.8851 USD |
Common | RVP Transaction | 3 | 4.8900 USD |
Common | RVP Transaction | 7 | 4.9000 USD |
Common | Sell Transaction | 8 | 4.8400 USD |
Common | Sell Transaction | 80 | 4.8405 USD |
Common | Sell Transaction | 3,440 | 4.8431 USD |
Common | Sell Transaction | 113 | 4.8438 USD |
Common | Sell Transaction | 2,044 | 4.8444 USD |
Common | Sell Transaction | 1,365 | 4.8469 USD |
Common | Sell Transaction | 7 | 4.8471 USD |
Common | Sell Transaction | 95 | 4.8476 USD |
Common | Sell Transaction | 7,179 | 4.8493 USD |
Common | Sell Transaction | 1,205 | 4.8497 USD |
Common | Sell Transaction | 4,354 | 4.8500 USD |
Common | Sell Transaction | 201 | 4.8501 USD |
Common | Sell Transaction | 6,938 | 4.8502 USD |
Common | Sell Transaction | 104 | 4.8508 USD |
Common | Sell Transaction | 900 | 4.8511 USD |
Common | Sell Transaction | 820 | 4.8524 USD |
Common | Sell Transaction | 14,432 | 4.8532 USD |
Common | Sell Transaction | 2,499 | 4.8532 USD |
Common | Sell Transaction | 3 | 4.8533 USD |
Common | Sell Transaction | 45 | 4.8550 USD |
Common | Sell Transaction | 1,666 | 4.8551 USD |
Common | Sell Transaction | 2,126 | 4.8554 USD |
Common | Sell Transaction | 1,411 | 4.8567 USD |
Common | Sell Transaction | 3,295 | 4.8572 USD |
Common | Sell Transaction | 139 | 4.8581 USD |
Common | Sell Transaction | 26 | 4.8596 USD |
Common | Sell Transaction | 1,988 | 4.8600 USD |
Common | Sell Transaction | 3,443 | 4.8607 USD |
Common | Sell Transaction | 93 | 4.8618 USD |
Common | Sell Transaction | 447 | 4.8621 USD |
Common | Sell Transaction | 145 | 4.8624 USD |
Common | Sell Transaction | 218 | 4.8629 USD |
Common | Sell Transaction | 287 | 4.8630 USD |
Common | Sell Transaction | 819 | 4.8633 USD |
Common | Sell Transaction | 17,000 | 4.8637 USD |
Common | Sell Transaction | 420 | 4.8650 USD |
Common | Sell Transaction | 100 | 4.8657 USD |
Common | Sell Transaction | 3,939 | 4.8663 USD |
Common | Sell Transaction | 220 | 4.8671 USD |
Common | Sell Transaction | 300 | 4.8683 USD |
Common | Sell Transaction | 11,100 | 4.8684 USD |
Common | Sell Transaction | 28 | 4.8693 USD |
Common | Sell Transaction | 44,604 | 4.8700 USD |
Common | Sell Transaction | 140 | 4.8704 USD |
Common | Sell Transaction | 1,850 | 4.8708 USD |
Common | Sell Transaction | 221 | 4.8723 USD |
Common | Sell Transaction | 3 | 4.8733 USD |
Common | Sell Transaction | 352 | 4.8737 USD |
Common | Sell Transaction | 959 | 4.8738 USD |
Common | Sell Transaction | 198 | 4.8745 USD |
Common | Sell Transaction | 386 | 4.8750 USD |
Common | Sell Transaction | 11,485 | 4.8753 USD |
Common | Sell Transaction | 400 | 4.8775 USD |
Common | Sell Transaction | 225 | 4.8778 USD |
Common | Sell Transaction | 5,272 | 4.8795 USD |
Common | Sell Transaction | 435 | 4.8800 USD |
Common | Sell Transaction | 800 | 4.8825 USD |
Common | Sell Transaction | 7,744 | 4.8845 USD |
Common | Sell Transaction | 3,394 | 4.8846 USD |
Common | Sell Transaction | 6 | 4.8850 USD |
Common | Sell Transaction | 495 | 4.8866 USD |
Common | Sell Transaction | 600 | 4.8883 USD |
Common | Sell Transaction | 2,900 | 4.8890 USD |
Common | Sell Transaction | 605 | 4.8900 USD |
Common | Sell Transaction | 839 | 4.8924 USD |
Common | Sell Transaction | 220 | 4.8950 USD |
Common | Sell Transaction | 85 | 4.8965 USD |
Common | Sell Transaction | 300 | 4.8967 USD |
Common | Sell Transaction | 2,980 | 4.9000 USD |
Common | Sell Transaction | 20 | 4.9075 USD |
Common | Sell Transaction | 4,495 | 4.9100 USD |
Common | Sell Transaction | 4,709 | 4.9200 USD |
Common | Sell Transaction | 173 | 4.9229 USD |
Common | Sell Transaction | 200 | 4.9300 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 | 2 | 10.0000 USD | American | 2026-Jul-17 | 0.2500 USD |
Common | Call Option | Buy Transaction | 1 | 10.0000 USD | American | 2026-Jul-17 | 0.3000 USD |
Common | Call Option | Buy Transaction | 2 | 5.0000 USD | American | 2025-Jul-18 | 0.4500 USD |
Common | Call Option | Sell Transaction | 6 | 5.0000 USD | American | 2025-Jun-20 | 0.5500 USD |
Common | Call Option | Sell Transaction | 1 | 4.0000 USD | American | 2025-Feb-21 | 1.0000 USD |
Common | Call Option | Sell Transaction | 18 | 4.0000 USD | American | 2025-Mar-21 | 1.0000 USD |
Common | Call Option | Sell Transaction | 10 | 4.0000 USD | American | 2025-Apr-17 | 1.0200 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: | 12 February 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 | 900 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -4,000 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 600 | 10.0 USD
| American
| 17/04/2025
|
Common | Call Option | Purchased | 2,500 | 7.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -800 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -600 | 6.0 USD
| American
| 21/02/2025
|
Common | Call Option | Purchased | 1,200 | 6.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -5,400 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 100 | 6.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -800 | 7.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -6,700 | 5.0 USD
| American
| 21/02/2025
|
Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 21/02/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 2,100 | 6.0 USD
| American
| 21/02/2025
|
Common | Put Option | Purchased | -3,900 | 4.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -1,100 | 5.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -104,200 | 6.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -4,900 | 5.0 USD
| American
| 21/03/2025
|
Common | Put Option | Purchased | -4,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100,000 | 7.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 188,900 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -8,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 100 | 4.0 USD
| American
| 21/03/2025
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 200 | 7.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -1,900 | 9.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 21/02/2025
|
Common | Call Option | Sold | -9,100 | 5.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -1,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -118,700 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 5.0 USD
| American
| 21/03/2025
|
Common | Call Option | Sold | -2,700 | 4.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -8,600 | 8.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -14,800 | 7.0 USD
| American
| 17/04/2025
|
Common | Put Option | Sold | 900 | 6.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,000 | 5.0 USD
| American
| 21/02/2025
|
Common | Call Option | Sold | -1,600 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -1,500 | 7.0 USD
| American
| 21/03/2025
|
Common | Call Option | Sold | -1,800 | 4.0 USD
| American
| 21/03/2025
|
Common | Call Option | Sold | -3,600 | 6.0 USD
| American
| 21/03/2025
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -700 | 4.0 USD
| American
| 21/02/2025
|
Common | Call Option | Sold | -100,700 | 5.0 USD
| American
| 18/07/2025
|
Common | Put Option | Sold | 7,500 | 6.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -400 | 10.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 9,200 | 5.0 USD
| American
| 17/04/2025
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Put Option | Sold | 75,400 | 7.0 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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