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Form 8.3 - American Axle & Manufacturing Holdings

13th Mar 2025 15:00

RNS Number : 6099A
Citadel Group
13 March 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

12 March 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:

1,246,389

1.06

181,617

0.15

(2) Cash-settled derivatives:

 

0

0.00

0

0.00

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

1,039,200

0.88

605,800

0.51

 

TOTAL:

2,285,589

1.94

787,417

0.66

 

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

1,001

4.4500 USD

Common

Buy Transaction

2,280

4.4600 USD

Common

Buy Transaction

50

4.4608 USD

Common

Buy Transaction

46

4.4635 USD

Common

Buy Transaction

448

4.4667 USD

Common

Buy Transaction

1,741

4.4700 USD

Common

Buy Transaction

4,020

4.4700 USD

Common

Buy Transaction

17

4.4706 USD

Common

Buy Transaction

442

4.4707 USD

Common

Buy Transaction

137

4.4718 USD

Common

Buy Transaction

85

4.4749 USD

Common

Buy Transaction

4

4.4750 USD

Common

Buy Transaction

300

4.4767 USD

Common

Buy Transaction

1,206

4.4768 USD

Common

Buy Transaction

1,071

4.4776 USD

Common

Buy Transaction

1,093

4.4782 USD

Common

Buy Transaction

4,057

4.4783 USD

Common

Buy Transaction

454

4.4783 USD

Common

Buy Transaction

599

4.4783 USD

Common

Buy Transaction

200

4.4790 USD

Common

Buy Transaction

2,011

4.4793 USD

Common

Buy Transaction

1,902

4.4800 USD

Common

Buy Transaction

630

4.4802 USD

Common

Buy Transaction

4,298

4.4803 USD

Common

Buy Transaction

7,300

4.4803 USD

Common

Buy Transaction

13,810

4.4804 USD

Common

Buy Transaction

2,518

4.4819 USD

Common

Buy Transaction

10

4.4830 USD

Common

Buy Transaction

30

4.4833 USD

Common

Buy Transaction

56,933

4.4845 USD

Common

Buy Transaction

883

4.4846 USD

Common

Buy Transaction

745

4.4859 USD

Common

Buy Transaction

339

4.4859 USD

Common

Buy Transaction

145

4.4862 USD

Common

Buy Transaction

400

4.4875 USD

Common

Buy Transaction

114

4.4882 USD

Common

Buy Transaction

196

4.4890 USD

Common

Buy Transaction

79

4.4895 USD

Common

Buy Transaction

5,411

4.4900 USD

Common

Buy Transaction

2,214

4.4907 USD

Common

Buy Transaction

60

4.4908 USD

Common

Buy Transaction

59

4.4908 USD

Common

Buy Transaction

1,789

4.4909 USD

Common

Buy Transaction

120

4.4911 USD

Common

Buy Transaction

1,021

4.4911 USD

Common

Buy Transaction

2,030

4.4918 USD

Common

Buy Transaction

1,157

4.4919 USD

Common

Buy Transaction

321

4.4919 USD

Common

Buy Transaction

364

4.4932 USD

Common

Buy Transaction

629

4.4936 USD

Common

Buy Transaction

4,371

4.4942 USD

Common

Buy Transaction

802

4.4947 USD

Common

Buy Transaction

333

4.4950 USD

Common

Buy Transaction

400

4.4950 USD

Common

Buy Transaction

758

4.4953 USD

Common

Buy Transaction

42

4.4990 USD

Common

Buy Transaction

734

4.4998 USD

Common

Buy Transaction

26,941

4.5000 USD

Common

Buy Transaction

1,612

4.5000 USD

Common

Buy Transaction

2,038

4.5005 USD

Common

Buy Transaction

50

4.5008 USD

Common

Buy Transaction

2,566

4.5008 USD

Common

Buy Transaction

571

4.5009 USD

Common

Buy Transaction

501

4.5018 USD

Common

Buy Transaction

4,600

4.5028 USD

Common

Buy Transaction

524

4.5030 USD

Common

Buy Transaction

725

4.5031 USD

Common

Buy Transaction

645

4.5038 USD

Common

Buy Transaction

1,075

4.5050 USD

Common

Buy Transaction

1,974

4.5052 USD

Common

Buy Transaction

1,063

4.5072 USD

Common

Buy Transaction

1,401

4.5080 USD

Common

Buy Transaction

414

4.5100 USD

Common

Buy Transaction

2,016

4.5101 USD

Common

Buy Transaction

2,617

4.5104 USD

Common

Buy Transaction

6,438

4.5124 USD

Common

Buy Transaction

217

4.5138 USD

Common

Buy Transaction

5,786

4.5146 USD

Common

Buy Transaction

1,308

4.5173 USD

Common

Buy Transaction

1,180

4.5176 USD

Common

Buy Transaction

890

4.5183 USD

Common

Buy Transaction

4,618

4.5191 USD

Common

Buy Transaction

1,756

4.5197 USD

Common

Buy Transaction

1,346

4.5204 USD

Common

Buy Transaction

984

4.5213 USD

Common

Buy Transaction

1,754

4.5279 USD

Common

Buy Transaction

328

4.5305 USD

Common

Buy Transaction

75

4.5340 USD

Common

Buy Transaction

370

4.5394 USD

Common

Buy Transaction

1,940

4.5400 USD

Common

Buy Transaction

47

4.5450 USD

Common

Buy Transaction

160

4.5500 USD

Common

Buy Transaction

100

4.6400 USD

Common

DVP Transaction

251

4.4500 USD

Common

DVP Transaction

3,128

4.4826 USD

Common

DVP Transaction

74

4.4876 USD

Common

DVP Transaction

156

4.4900 USD

Common

DVP Transaction

16,197

4.5000 USD

Common

DVP Transaction

280

4.5029 USD

Common

DVP Transaction

490

4.5050 USD

Common

DVP Transaction

300

4.5083 USD

Common

DVP Transaction

568

4.5093 USD

Common

DVP Transaction

940

4.5098 USD

Common

DVP Transaction

969

4.5132 USD

Common

DVP Transaction

100

4.5150 USD

Common

DVP Transaction

240

4.5158 USD

Common

DVP Transaction

770

4.5211 USD

Common

DVP Transaction

510

4.5243 USD

Common

DVP Transaction

380

4.5253 USD

Common

DVP Transaction

250

4.5280 USD

Common

DVP Transaction

400

4.5287 USD

Common

DVP Transaction

78

4.5314 USD

Common

DVP Transaction

235

4.5346 USD

Common

DVP Transaction

210

4.5350 USD

Common

DVP Transaction

305

4.5355 USD

Common

DVP Transaction

90

4.5400 USD

Common

DVP Transaction

2,000

4.5500 USD

Common

DVP Transaction

3,252

4.5592 USD

Common

DVP Transaction

401

4.5800 USD

Common

DVP Transaction

253

4.6487 USD

Common

RVP Transaction

160

4.4511 USD

Common

RVP Transaction

300

4.4700 USD

Common

RVP Transaction

100

4.4750 USD

Common

RVP Transaction

199

4.4750 USD

Common

RVP Transaction

299

4.4767 USD

Common

RVP Transaction

196

4.4799 USD

Common

RVP Transaction

267

4.4800 USD

Common

RVP Transaction

660

4.4803 USD

Common

RVP Transaction

101

4.4851 USD

Common

RVP Transaction

25

4.4852 USD

Common

RVP Transaction

84

4.4900 USD

Common

RVP Transaction

196

4.4901 USD

Common

RVP Transaction

228

4.4929 USD

Common

RVP Transaction

381

4.4937 USD

Common

RVP Transaction

17,043

4.5000 USD

Common

RVP Transaction

91

4.5001 USD

Common

RVP Transaction

7,271

4.5173 USD

Common

RVP Transaction

4

4.5400 USD

Common

RVP Transaction

2,165

4.5436 USD

Common

RVP Transaction

2,807

4.5800 USD

Common

RVP Transaction

250

4.6500 USD

Common

Sell Transaction

104

4.4500 USD

Common

Sell Transaction

3,700

4.4600 USD

Common

Sell Transaction

132

4.4686 USD

Common

Sell Transaction

459

4.4700 USD

Common

Sell Transaction

183

4.4722 USD

Common

Sell Transaction

2,041

4.4724 USD

Common

Sell Transaction

256

4.4739 USD

Common

Sell Transaction

200

4.4750 USD

Common

Sell Transaction

413

4.4759 USD

Common

Sell Transaction

323

4.4766 USD

Common

Sell Transaction

332

4.4777 USD

Common

Sell Transaction

128

4.4780 USD

Common

Sell Transaction

152

4.4784 USD

Common

Sell Transaction

2,549

4.4789 USD

Common

Sell Transaction

141

4.4789 USD

Common

Sell Transaction

12,083

4.4790 USD

Common

Sell Transaction

5,876

4.4797 USD

Common

Sell Transaction

2,135

4.4800 USD

Common

Sell Transaction

8,400

4.4805 USD

Common

Sell Transaction

54,789

4.4806 USD

Common

Sell Transaction

400

4.4825 USD

Common

Sell Transaction

325

4.4862 USD

Common

Sell Transaction

800

4.4863 USD

Common

Sell Transaction

6,543

4.4871 USD

Common

Sell Transaction

677

4.4889 USD

Common

Sell Transaction

5,461

4.4890 USD

Common

Sell Transaction

856

4.4891 USD

Common

Sell Transaction

320

4.4894 USD

Common

Sell Transaction

50

4.4896 USD

Common

Sell Transaction

4,125

4.4900 USD

Common

Sell Transaction

5,438

4.4900 USD

Common

Sell Transaction

119

4.4909 USD

Common

Sell Transaction

600

4.4917 USD

Common

Sell Transaction

8,801

4.4918 USD

Common

Sell Transaction

300

4.4933 USD

Common

Sell Transaction

1,733

4.4941 USD

Common

Sell Transaction

2,317

4.4946 USD

Common

Sell Transaction

720

4.4950 USD

Common

Sell Transaction

612

4.4965 USD

Common

Sell Transaction

122

4.4966 USD

Common

Sell Transaction

2,347

4.4975 USD

Common

Sell Transaction

611

4.4985 USD

Common

Sell Transaction

1

4.4988 USD

Common

Sell Transaction

104

4.4992 USD

Common

Sell Transaction

2,005

4.4994 USD

Common

Sell Transaction

1

4.4998 USD

Common

Sell Transaction

27,227

4.5000 USD

Common

Sell Transaction

419

4.5013 USD

Common

Sell Transaction

700

4.5014 USD

Common

Sell Transaction

403

4.5023 USD

Common

Sell Transaction

484

4.5028 USD

Common

Sell Transaction

962

4.5036 USD

Common

Sell Transaction

1,572

4.5037 USD

Common

Sell Transaction

1,670

4.5041 USD

Common

Sell Transaction

970

4.5049 USD

Common

Sell Transaction

1,580

4.5057 USD

Common

Sell Transaction

3

4.5067 USD

Common

Sell Transaction

2,488

4.5067 USD

Common

Sell Transaction

3,078

4.5073 USD

Common

Sell Transaction

1,247

4.5073 USD

Common

Sell Transaction

226

4.5075 USD

Common

Sell Transaction

193

4.5080 USD

Common

Sell Transaction

4,569

4.5086 USD

Common

Sell Transaction

749

4.5087 USD

Common

Sell Transaction

7,985

4.5097 USD

Common

Sell Transaction

101

4.5098 USD

Common

Sell Transaction

29

4.5100 USD

Common

Sell Transaction

205

4.5107 USD

Common

Sell Transaction

54

4.5128 USD

Common

Sell Transaction

28

4.5129 USD

Common

Sell Transaction

1,110

4.5136 USD

Common

Sell Transaction

1,900

4.5147 USD

Common

Sell Transaction

200

4.5150 USD

Common

Sell Transaction

677

4.5168 USD

Common

Sell Transaction

2,894

4.5168 USD

Common

Sell Transaction

6,589

4.5192 USD

Common

Sell Transaction

200

4.5200 USD

Common

Sell Transaction

77

4.5205 USD

Common

Sell Transaction

28

4.5207 USD

Common

Sell Transaction

1,743

4.5208 USD

Common

Sell Transaction

283

4.5223 USD

Common

Sell Transaction

261

4.5230 USD

Common

Sell Transaction

840

4.5260 USD

Common

Sell Transaction

548

4.5261 USD

Common

Sell Transaction

5,571

4.5270 USD

Common

Sell Transaction

425

4.5276 USD

Common

Sell Transaction

212

4.5289 USD

Common

Sell Transaction

178

4.5300 USD

Common

Sell Transaction

226

4.5304 USD

Common

Sell Transaction

1,285

4.5327 USD

Common

Sell Transaction

230

4.5350 USD

Common

Sell Transaction

2,567

4.5374 USD

Common

Sell Transaction

220

4.5377 USD

Common

Sell Transaction

1,377

4.5400 USD

Common

Sell Transaction

40

4.5500 USD

Common

Sell Transaction

15

4.5700 USD

Common

Sell Transaction

216

4.6400 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

1

6.0000 USD

American

2025-Jun-20

0.1000 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:

13 March 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

-800

5.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-4,300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-5,800

5.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-100

8.0 USD

 

American

 

21/03/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

700

4.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Purchased

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

600

10.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-800

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-500

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-99,800

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-4,000

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-3,800

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-200

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

246,200

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

900

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-500

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-3,600

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

74,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-7,700

7.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Sold

-100,800

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-3,200

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

6.0 USD

 

American

 

17/10/2025

 

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

-31,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-8,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,100

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,600

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

1,600

4.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-116,600

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-14,100

6.0 USD

 

American

 

21/03/2025

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-300

5.0 USD

 

American

 

21/03/2025

 

Common

Put Option

Sold

1,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

7,600

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

 

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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