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Form 8.3 - American Axle & Manufacturing Holdings

17th Oct 2025 15:00

RNS Number : 8729D
Citadel Group
17 October 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

16 October 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:

769,348

0.64

207,904

0.17

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

481,100

0.40

1,049,000

0.88

 

TOTAL:

1,250,448

1.05

1,256,904

1.05

 

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

1

5.4000 USD

Common

Buy Transaction

100

5.4209 USD

Common

Buy Transaction

10

5.4300 USD

Common

Buy Transaction

100

5.4350 USD

Common

Buy Transaction

150

5.4400 USD

Common

Buy Transaction

8

5.4415 USD

Common

Buy Transaction

830

5.4447 USD

Common

Buy Transaction

116

5.4451 USD

Common

Buy Transaction

209

5.4456 USD

Common

Buy Transaction

567

5.4500 USD

Common

Buy Transaction

60

5.4512 USD

Common

Buy Transaction

1,893

5.4513 USD

Common

Buy Transaction

165

5.4515 USD

Common

Buy Transaction

874

5.4522 USD

Common

Buy Transaction

1,187

5.4547 USD

Common

Buy Transaction

420

5.4550 USD

Common

Buy Transaction

412

5.4575 USD

Common

Buy Transaction

212

5.4587 USD

Common

Buy Transaction

149

5.4593 USD

Common

Buy Transaction

210

5.4595 USD

Common

Buy Transaction

1,295

5.4600 USD

Common

Buy Transaction

2,239

5.4607 USD

Common

Buy Transaction

1,563

5.4637 USD

Common

Buy Transaction

123

5.4700 USD

Common

Buy Transaction

858

5.4711 USD

Common

Buy Transaction

255

5.4712 USD

Common

Buy Transaction

62

5.4716 USD

Common

Buy Transaction

142

5.4756 USD

Common

Buy Transaction

29

5.4762 USD

Common

Buy Transaction

1,688

5.4765 USD

Common

Buy Transaction

382

5.4772 USD

Common

Buy Transaction

967

5.4779 USD

Common

Buy Transaction

199

5.4799 USD

Common

Buy Transaction

127

5.4800 USD

Common

Buy Transaction

2,904

5.4801 USD

Common

Buy Transaction

2,096

5.4801 USD

Common

Buy Transaction

45

5.4802 USD

Common

Buy Transaction

49

5.4804 USD

Common

Buy Transaction

547

5.4818 USD

Common

Buy Transaction

2,971

5.4822 USD

Common

Buy Transaction

427

5.4840 USD

Common

Buy Transaction

117

5.4856 USD

Common

Buy Transaction

3

5.4867 USD

Common

Buy Transaction

1,066

5.4881 USD

Common

Buy Transaction

6,995

5.4896 USD

Common

Buy Transaction

446

5.4900 USD

Common

Buy Transaction

398

5.4905 USD

Common

Buy Transaction

4,257

5.4924 USD

Common

Buy Transaction

628

5.4925 USD

Common

Buy Transaction

300

5.4933 USD

Common

Buy Transaction

385

5.4937 USD

Common

Buy Transaction

9,070

5.4950 USD

Common

Buy Transaction

1,807

5.4971 USD

Common

Buy Transaction

1,461

5.4984 USD

Common

Buy Transaction

162

5.4996 USD

Common

Buy Transaction

10,801

5.5000 USD

Common

Buy Transaction

20,994

5.5044 USD

Common

Buy Transaction

2,200

5.5059 USD

Common

Buy Transaction

503

5.5060 USD

Common

Buy Transaction

2,804

5.5073 USD

Common

Buy Transaction

601

5.5094 USD

Common

Buy Transaction

170

5.5097 USD

Common

Buy Transaction

1,495

5.5100 USD

Common

Buy Transaction

2,790

5.5101 USD

Common

Buy Transaction

1,500

5.5103 USD

Common

Buy Transaction

14

5.5150 USD

Common

Buy Transaction

71

5.5151 USD

Common

Buy Transaction

77

5.5162 USD

Common

Buy Transaction

194

5.5188 USD

Common

Buy Transaction

69,608

5.5200 USD

Common

Buy Transaction

32

5.5250 USD

Common

Buy Transaction

151

5.5408 USD

Common

Buy Transaction

685

5.5488 USD

Common

Buy Transaction

1

5.5500 USD

Common

Buy Transaction

910

5.5547 USD

Common

Buy Transaction

100

5.5550 USD

Common

Buy Transaction

400

5.5575 USD

Common

Buy Transaction

300

5.5600 USD

Common

Buy Transaction

100

5.5690 USD

Common

Buy Transaction

4,703

5.5700 USD

Common

Sell Transaction

100

5.4200 USD

Common

Sell Transaction

1,445

5.4347 USD

Common

Sell Transaction

2,049

5.4352 USD

Common

Sell Transaction

612

5.4400 USD

Common

Sell Transaction

4

5.4415 USD

Common

Sell Transaction

408

5.4446 USD

Common

Sell Transaction

116

5.4451 USD

Common

Sell Transaction

893

5.4473 USD

Common

Sell Transaction

336

5.4498 USD

Common

Sell Transaction

47

5.4500 USD

Common

Sell Transaction

321

5.4512 USD

Common

Sell Transaction

1,063

5.4517 USD

Common

Sell Transaction

3,800

5.4522 USD

Common

Sell Transaction

2,615

5.4529 USD

Common

Sell Transaction

130

5.4592 USD

Common

Sell Transaction

122

5.4600 USD

Common

Sell Transaction

42

5.4619 USD

Common

Sell Transaction

1,648

5.4621 USD

Common

Sell Transaction

3,028

5.4645 USD

Common

Sell Transaction

722

5.4658 USD

Common

Sell Transaction

2,246

5.4661 USD

Common

Sell Transaction

1,599

5.4696 USD

Common

Sell Transaction

300

5.4700 USD

Common

Sell Transaction

2

5.4750 USD

Common

Sell Transaction

11,912

5.4767 USD

Common

Sell Transaction

1,035

5.4771 USD

Common

Sell Transaction

961

5.4788 USD

Common

Sell Transaction

72

5.4796 USD

Common

Sell Transaction

400

5.4800 USD

Common

Sell Transaction

604

5.4805 USD

Common

Sell Transaction

253

5.4811 USD

Common

Sell Transaction

1,200

5.4817 USD

Common

Sell Transaction

623

5.4819 USD

Common

Sell Transaction

200

5.4850 USD

Common

Sell Transaction

4,903

5.4867 USD

Common

Sell Transaction

3

5.4867 USD

Common

Sell Transaction

630

5.4868 USD

Common

Sell Transaction

4

5.4875 USD

Common

Sell Transaction

36

5.4883 USD

Common

Sell Transaction

323

5.4895 USD

Common

Sell Transaction

389

5.4897 USD

Common

Sell Transaction

565

5.4900 USD

Common

Sell Transaction

68

5.4910 USD

Common

Sell Transaction

106

5.4911 USD

Common

Sell Transaction

1

5.4950 USD

Common

Sell Transaction

321

5.4956 USD

Common

Sell Transaction

3,314

5.4959 USD

Common

Sell Transaction

181

5.4975 USD

Common

Sell Transaction

1,741

5.4988 USD

Common

Sell Transaction

1,546

5.4994 USD

Common

Sell Transaction

72

5.4997 USD

Common

Sell Transaction

55

5.4998 USD

Common

Sell Transaction

516

5.5000 USD

Common

Sell Transaction

27,798

5.5030 USD

Common

Sell Transaction

181

5.5041 USD

Common

Sell Transaction

5,983

5.5082 USD

Common

Sell Transaction

1,355

5.5085 USD

Common

Sell Transaction

1,411

5.5096 USD

Common

Sell Transaction

3,438

5.5099 USD

Common

Sell Transaction

1,464

5.5100 USD

Common

Sell Transaction

16,992

5.5101 USD

Common

Sell Transaction

21,551

5.5104 USD

Common

Sell Transaction

140

5.5171 USD

Common

Sell Transaction

69,403

5.5200 USD

Common

Sell Transaction

1,727

5.5223 USD

Common

Sell Transaction

3

5.5250 USD

Common

Sell Transaction

420

5.5257 USD

Common

Sell Transaction

1,021

5.5261 USD

Common

Sell Transaction

2

5.5350 USD

Common

Sell Transaction

1,492

5.5400 USD

Common

Sell Transaction

1,009

5.5500 USD

Common

Sell Transaction

677

5.5699 USD

Common

Sell Transaction

4,125

5.5699 USD

Common

Sell Transaction

36

5.6103 USD

Common

Sell Transaction

17

5.6353 USD

Common

Sell Transaction

5

5.6500 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

Put Option

Buy Transaction

1,600

4.0000 USD

American

2026-01-16

0.1200 USD

Common

Put Option

Buy Transaction

100

4.0000 USD

American

2026-01-16

0.1400 USD

Common

Call Option

Buy Transaction

900

6.0000 USD

American

2025-11-21

0.1500 USD

Common

Call Option

Buy Transaction

100

6.0000 USD

American

2026-01-16

0.4000 USD

Common

Call Option

Buy Transaction

100

5.0000 USD

American

2025-10-17

0.5000 USD

Common

Call Option

Buy Transaction

100

6.0000 USD

American

2026-04-17

0.6000 USD

Common

Call Option

Buy Transaction

200

6.0000 USD

American

2026-04-17

0.6400 USD

Common

Call Option

Buy Transaction

500

4.0000 USD

American

2026-07-17

1.9000 USD

Common

Put Option

Sell Transaction

1,100

4.0000 USD

American

2026-01-16

0.0800 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:

17 October 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

9,500

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,000

8.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-10,900

5.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

35,000

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

800

3.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-100

6.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-3,300

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-218,800

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

3,100

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-2,200

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

48,200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-400

4.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

22,900

6.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

176,000

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-2,100

5.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Purchased

300

3.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-17,200

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,500

5.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-4,400

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

15,700

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-900

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-500

3.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

2,800

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

200

11.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Purchased

-1,000

3.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Purchased

200

8.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Purchased

5,400

7.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Purchased

0

5.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-200

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-39,400

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-6,200

12.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

91,400

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,000

5.0 USD

 

American

 

21/01/2028

 

Common

Call Option

Sold

-400

5.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-300

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100

1.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

62,200

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-151,300

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

8.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-400

8.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-12,500

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

9.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-9,000

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-508,700

7.0 USD

 

American

 

17/04/2026

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

300

6.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-52,500

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,200

7.0 USD

 

American

 

21/11/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

21/01/2028

 

Common

Put Option

Sold

2,200

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

300

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-100

10.0 USD

 

American

 

18/12/2026

 

Common

Call Option

Sold

-200

10.0 USD

 

American

 

17/04/2026

 

Common

Put Option

Sold

100

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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END
 
 
RETPKOBQKBDDAKD

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