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Form 8.3 - American Axle & Manufacturing Holdings

11th Jun 2025 15:00

RNS Number : 4071M
Citadel Group
11 June 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

10 June 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:

1,814,092

1.52

9,008

0.00

(2) Cash-settled derivatives:

 

628,633

0.52

0

0.00

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

989,700

0.83

1,001,600

0.84

 

TOTAL:

3,432,425

2.89

1,010,608

0.85

 

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

200

4.2300 USD

Common

Buy Transaction

253

4.2500 USD

Common

Buy Transaction

164

4.2539 USD

Common

Buy Transaction

200

4.2600 USD

Common

Buy Transaction

878

4.2709 USD

Common

Buy Transaction

45

4.2751 USD

Common

Buy Transaction

360

4.2778 USD

Common

Buy Transaction

1,357

4.2800 USD

Common

Buy Transaction

628

4.2806 USD

Common

Buy Transaction

400

4.2825 USD

Common

Buy Transaction

1,785

4.2931 USD

Common

Buy Transaction

546

4.2980 USD

Common

Buy Transaction

3,617

4.3100 USD

Common

Buy Transaction

3,000

4.3160 USD

Common

Buy Transaction

171

4.3200 USD

Common

Buy Transaction

1,200

4.3233 USD

Common

Buy Transaction

10

4.3250 USD

Common

Buy Transaction

1,186

4.3327 USD

Common

Buy Transaction

3,696

4.3400 USD

Common

Buy Transaction

971

4.3401 USD

Common

Buy Transaction

1,800

4.3489 USD

Common

Buy Transaction

407

4.3494 USD

Common

Buy Transaction

6,510

4.3500 USD

Common

Buy Transaction

588

4.3545 USD

Common

Buy Transaction

200

4.3550 USD

Common

Buy Transaction

2,229

4.3553 USD

Common

Buy Transaction

2,277

4.3554 USD

Common

Buy Transaction

300

4.3567 USD

Common

Buy Transaction

1,405

4.3594 USD

Common

Buy Transaction

1,084

4.3600 USD

Common

Buy Transaction

604

4.3603 USD

Common

Buy Transaction

217

4.3608 USD

Common

Buy Transaction

2,674

4.3614 USD

Common

Buy Transaction

30

4.3633 USD

Common

Buy Transaction

1,363

4.3658 USD

Common

Buy Transaction

6,541

4.3678 USD

Common

Buy Transaction

2,157

4.3691 USD

Common

Buy Transaction

573

4.3692 USD

Common

Buy Transaction

2,404

4.3700 USD

Common

Buy Transaction

10,140

4.3731 USD

Common

Buy Transaction

560

4.3754 USD

Common

Buy Transaction

861

4.3775 USD

Common

Buy Transaction

522

4.3782 USD

Common

Buy Transaction

600

4.3783 USD

Common

Buy Transaction

7,753

4.3792 USD

Common

Buy Transaction

6,030

4.3793 USD

Common

Buy Transaction

2,629

4.3800 USD

Common

Buy Transaction

3,621

4.3803 USD

Common

Buy Transaction

1

4.3811 USD

Common

Buy Transaction

400

4.3813 USD

Common

Buy Transaction

317

4.3821 USD

Common

Buy Transaction

9,621

4.3833 USD

Common

Buy Transaction

300

4.3833 USD

Common

Buy Transaction

14,863

4.3836 USD

Common

Buy Transaction

10

4.3850 USD

Common

Buy Transaction

300

4.3867 USD

Common

Buy Transaction

1,600

4.3887 USD

Common

Buy Transaction

4,570

4.3900 USD

Common

Buy Transaction

104

4.3904 USD

Common

Buy Transaction

69

4.3917 USD

Common

Buy Transaction

34,135

4.3942 USD

Common

Buy Transaction

700

4.3943 USD

Common

Buy Transaction

3,678

4.3943 USD

Common

Buy Transaction

278

4.3952 USD

Common

Buy Transaction

382

4.3964 USD

Common

Buy Transaction

23,788

4.3972 USD

Common

Buy Transaction

1,300

4.3992 USD

Common

Buy Transaction

565

4.3995 USD

Common

Buy Transaction

5,342

4.3999 USD

Common

Buy Transaction

6,529

4.4000 USD

Common

Buy Transaction

400

4.4025 USD

Common

Buy Transaction

1,249

4.4032 USD

Common

Buy Transaction

105

4.4043 USD

Common

Buy Transaction

100

4.4050 USD

Common

Buy Transaction

1,500

4.4053 USD

Common

Buy Transaction

60

4.4062 USD

Common

Buy Transaction

3,366

4.4098 USD

Common

Buy Transaction

32,535

4.4100 USD

Common

Buy Transaction

49

4.4108 USD

Common

Buy Transaction

299

4.4109 USD

Common

Buy Transaction

94

4.4115 USD

Common

Buy Transaction

579

4.4148 USD

Common

Buy Transaction

200

4.4150 USD

Common

Buy Transaction

1

4.4173 USD

Common

Buy Transaction

4

4.4175 USD

Common

Buy Transaction

1,500

4.4190 USD

Common

Buy Transaction

3,506

4.4197 USD

Common

Buy Transaction

1,536

4.4200 USD

Common

Buy Transaction

3,025

4.4210 USD

Common

Buy Transaction

712

4.4237 USD

Common

Buy Transaction

461

4.4244 USD

Common

Buy Transaction

1,100

4.4250 USD

Common

Buy Transaction

2,558

4.4260 USD

Common

Buy Transaction

106

4.4277 USD

Common

Buy Transaction

110

4.4282 USD

Common

Buy Transaction

1,100

4.4290 USD

Common

Buy Transaction

593

4.4290 USD

Common

Buy Transaction

2,360

4.4293 USD

Common

Buy Transaction

359

4.4300 USD

Common

DVP Transaction

45

4.2750 USD

Common

DVP Transaction

570

4.2950 USD

Common

DVP Transaction

5,481

4.3100 USD

Common

DVP Transaction

100

4.3750 USD

Common

DVP Transaction

21

4.3800 USD

Common

DVP Transaction

63

4.3846 USD

Common

DVP Transaction

130

4.3947 USD

Common

DVP Transaction

112

4.3981 USD

Common

DVP Transaction

39

4.4000 USD

Common

DVP Transaction

30

4.4050 USD

Common

DVP Transaction

29,452

4.4100 USD

Common

DVP Transaction

69

4.4113 USD

Common

DVP Transaction

78

4.4151 USD

Common

DVP Transaction

225

4.4189 USD

Common

RVP Transaction

45

4.2750 USD

Common

RVP Transaction

570

4.2950 USD

Common

RVP Transaction

5,481

4.3100 USD

Common

RVP Transaction

100

4.3750 USD

Common

RVP Transaction

767

4.4053 USD

Common

RVP Transaction

29,452

4.4100 USD

Common

Sell Transaction

1,000

4.2390 USD

Common

Sell Transaction

5

4.2400 USD

Common

Sell Transaction

110

4.2500 USD

Common

Sell Transaction

246

4.2545 USD

Common

Sell Transaction

1,406

4.2600 USD

Common

Sell Transaction

200

4.2650 USD

Common

Sell Transaction

571

4.2681 USD

Common

Sell Transaction

602

4.2698 USD

Common

Sell Transaction

1,551

4.2700 USD

Common

Sell Transaction

3

4.2900 USD

Common

Sell Transaction

570

4.2950 USD

Common

Sell Transaction

200

4.3000 USD

Common

Sell Transaction

4,554

4.3214 USD

Common

Sell Transaction

200

4.3250 USD

Common

Sell Transaction

800

4.3350 USD

Common

Sell Transaction

111

4.3363 USD

Common

Sell Transaction

130

4.3390 USD

Common

Sell Transaction

985

4.3399 USD

Common

Sell Transaction

1,015

4.3400 USD

Common

Sell Transaction

756

4.3490 USD

Common

Sell Transaction

2,000

4.3505 USD

Common

Sell Transaction

500

4.3560 USD

Common

Sell Transaction

2,166

4.3586 USD

Common

Sell Transaction

200

4.3600 USD

Common

Sell Transaction

933

4.3631 USD

Common

Sell Transaction

2,655

4.3647 USD

Common

Sell Transaction

300

4.3667 USD

Common

Sell Transaction

2,727

4.3685 USD

Common

Sell Transaction

713

4.3689 USD

Common

Sell Transaction

6,521

4.3695 USD

Common

Sell Transaction

1,658

4.3700 USD

Common

Sell Transaction

800

4.3712 USD

Common

Sell Transaction

3,406

4.3741 USD

Common

Sell Transaction

6,690

4.3767 USD

Common

Sell Transaction

1,003

4.3778 USD

Common

Sell Transaction

118

4.3785 USD

Common

Sell Transaction

1,009

4.3786 USD

Common

Sell Transaction

10

4.3790 USD

Common

Sell Transaction

892

4.3795 USD

Common

Sell Transaction

1,901

4.3795 USD

Common

Sell Transaction

1,098

4.3800 USD

Common

Sell Transaction

1,319

4.3803 USD

Common

Sell Transaction

2,329

4.3807 USD

Common

Sell Transaction

4,334

4.3811 USD

Common

Sell Transaction

25,003

4.3816 USD

Common

Sell Transaction

1,200

4.3833 USD

Common

Sell Transaction

5,600

4.3850 USD

Common

Sell Transaction

1,958

4.3853 USD

Common

Sell Transaction

3,617

4.3861 USD

Common

Sell Transaction

2,131

4.3862 USD

Common

Sell Transaction

7,008

4.3882 USD

Common

Sell Transaction

6,051

4.3882 USD

Common

Sell Transaction

578

4.3894 USD

Common

Sell Transaction

2,149

4.3900 USD

Common

Sell Transaction

4,250

4.3928 USD

Common

Sell Transaction

2,104

4.3930 USD

Common

Sell Transaction

1,429

4.3935 USD

Common

Sell Transaction

522

4.3940 USD

Common

Sell Transaction

82

4.3957 USD

Common

Sell Transaction

750

4.3960 USD

Common

Sell Transaction

1,150

4.3971 USD

Common

Sell Transaction

1,329

4.3974 USD

Common

Sell Transaction

2,392

4.3980 USD

Common

Sell Transaction

345

4.3994 USD

Common

Sell Transaction

2,053

4.4000 USD

Common

Sell Transaction

4,184

4.4023 USD

Common

Sell Transaction

20,456

4.4060 USD

Common

Sell Transaction

1

4.4061 USD

Common

Sell Transaction

300

4.4067 USD

Common

Sell Transaction

800

4.4075 USD

Common

Sell Transaction

12,354

4.4089 USD

Common

Sell Transaction

33,054

4.4100 USD

Common

Sell Transaction

31,250

4.4105 USD

Common

Sell Transaction

5,543

4.4109 USD

Common

Sell Transaction

869

4.4113 USD

Common

Sell Transaction

3,343

4.4116 USD

Common

Sell Transaction

1,600

4.4119 USD

Common

Sell Transaction

111

4.4123 USD

Common

Sell Transaction

29,405

4.4149 USD

Common

Sell Transaction

5

4.4160 USD

Common

Sell Transaction

115

4.4165 USD

Common

Sell Transaction

1,359

4.4188 USD

Common

Sell Transaction

362

4.4194 USD

Common

Sell Transaction

7,773

4.4200 USD

Common

Sell Transaction

424

4.4224 USD

Common

Sell Transaction

5,200

4.4244 USD

Common

Sell Transaction

7,778

4.4249 USD

Common

Sell Transaction

3,296

4.4254 USD

Common

Sell Transaction

1,494

4.4299 USD

Common

Sell Transaction

273

4.4300 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

Common

CFD

Reducing long position

200

4.2500 USD

Common

CFD

Reducing long position

441

4.3950 USD

Common

CFD

Reducing long position

23,399

4.4081 USD

Common

CFD

Reducing long position

1,919

4.4168 USD

Common

CFD

Reducing long position

900

4.4250 USD

 

(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

4.0000 USD

American

2026-Jan-16

0.6000 USD

Common

Call Option

Buy Transaction

1

4.0000 USD

American

2025-Oct-17

0.9000 USD

Common

Call Option

DVP Transaction

1

6.0000 USD

American

2025-Jun-20

0.0300 USD

Common

Put Option

DVP Transaction

2

4.0000 USD

American

2025-Jun-20

0.1000 USD

Common

Put Option

DVP Transaction

1

4.0000 USD

American

2026-Jan-16

0.6000 USD

Common

Call Option

DVP Transaction

1

4.0000 USD

American

2025-Oct-17

0.9000 USD

Common

Call Option

RVP Transaction

1

6.0000 USD

American

2025-Jun-20

0.0300 USD

Common

Put Option

RVP Transaction

2

4.0000 USD

American

2025-Jun-20

0.1000 USD

Common

Put Option

RVP Transaction

1

4.0000 USD

American

2026-Jan-16

0.6000 USD

Common

Call Option

RVP Transaction

1

4.0000 USD

American

2025-Oct-17

0.9000 USD

Common

Call Option

Sell Transaction

1

6.0000 USD

American

2025-Jun-20

0.0300 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:

11 June 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

-200

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

300

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

14,000

4.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-6,000

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

300

2.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

900

6.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-8,500

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-6,300

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

9,200

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,000

3.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-7,200

3.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

256,200

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,100

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,600

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,600

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

200

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,000

7.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,100

7.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-117,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-36,000

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-300

6.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

3,000

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-9,700

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

100

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

98,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-643,700

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

100

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-100

2.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-96,400

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-300

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-3,500

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-2,000

3.0 USD

 

American

 

17/10/2025

 

 

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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