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Form 8.3 - American Axle & Manufacturing Holdings

17th Apr 2025 15:00

RNS Number : 4935F
Citadel Group
17 April 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 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:

351,752

0.29

488,989

0.41

(2) Cash-settled derivatives:

 

83,851

0.07

0

0.00

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

2,121,600

1.79

595,400

0.50

 

TOTAL:

2,557,203

2.16

1,084,389

0.91

 

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

112

3.1800 USD

Common

Buy Transaction

3,297

3.1829 USD

Common

Buy Transaction

680

3.1848 USD

Common

Buy Transaction

4,831

3.1864 USD

Common

Buy Transaction

36

3.1869 USD

Common

Buy Transaction

188

3.1900 USD

Common

Buy Transaction

334

3.1904 USD

Common

Buy Transaction

10,076

3.1912 USD

Common

Buy Transaction

173

3.1916 USD

Common

Buy Transaction

471

3.1942 USD

Common

Buy Transaction

100

3.1950 USD

Common

Buy Transaction

219

3.1950 USD

Common

Buy Transaction

12,685

3.1959 USD

Common

Buy Transaction

329

3.1964 USD

Common

Buy Transaction

904

3.1975 USD

Common

Buy Transaction

498

3.1978 USD

Common

Buy Transaction

149

3.1980 USD

Common

Buy Transaction

299

3.1985 USD

Common

Buy Transaction

389

3.1987 USD

Common

Buy Transaction

1,887

3.2000 USD

Common

Buy Transaction

1,998

3.2003 USD

Common

Buy Transaction

495

3.2015 USD

Common

Buy Transaction

1,400

3.2021 USD

Common

Buy Transaction

213

3.2047 USD

Common

Buy Transaction

10,106

3.2052 USD

Common

Buy Transaction

7,700

3.2062 USD

Common

Buy Transaction

362

3.2063 USD

Common

Buy Transaction

524

3.2063 USD

Common

Buy Transaction

2,638

3.2064 USD

Common

Buy Transaction

1,100

3.2064 USD

Common

Buy Transaction

600

3.2067 USD

Common

Buy Transaction

20

3.2090 USD

Common

Buy Transaction

21,104

3.2091 USD

Common

Buy Transaction

1,205

3.2092 USD

Common

Buy Transaction

310

3.2094 USD

Common

Buy Transaction

289

3.2096 USD

Common

Buy Transaction

227

3.2098 USD

Common

Buy Transaction

1,859

3.2100 USD

Common

Buy Transaction

4,889

3.2110 USD

Common

Buy Transaction

638

3.2121 USD

Common

Buy Transaction

1

3.2129 USD

Common

Buy Transaction

1,200

3.2133 USD

Common

Buy Transaction

1,295

3.2135 USD

Common

Buy Transaction

782

3.2138 USD

Common

Buy Transaction

2,356

3.2142 USD

Common

Buy Transaction

700

3.2143 USD

Common

Buy Transaction

1,753

3.2145 USD

Common

Buy Transaction

1,187

3.2146 USD

Common

Buy Transaction

690

3.2150 USD

Common

Buy Transaction

70

3.2150 USD

Common

Buy Transaction

109

3.2159 USD

Common

Buy Transaction

135

3.2161 USD

Common

Buy Transaction

617

3.2165 USD

Common

Buy Transaction

15

3.2167 USD

Common

Buy Transaction

728

3.2169 USD

Common

Buy Transaction

177

3.2169 USD

Common

Buy Transaction

1,112

3.2171 USD

Common

Buy Transaction

1,800

3.2172 USD

Common

Buy Transaction

522

3.2173 USD

Common

Buy Transaction

623

3.2174 USD

Common

Buy Transaction

761

3.2175 USD

Common

Buy Transaction

245

3.2178 USD

Common

Buy Transaction

500

3.2180 USD

Common

Buy Transaction

3

3.2185 USD

Common

Buy Transaction

325

3.2186 USD

Common

Buy Transaction

555

3.2186 USD

Common

Buy Transaction

1,325

3.2192 USD

Common

Buy Transaction

47,960

3.2195 USD

Common

Buy Transaction

79,059

3.2200 USD

Common

Buy Transaction

60,127

3.2200 USD

Common

Buy Transaction

663

3.2207 USD

Common

Buy Transaction

1,444

3.2210 USD

Common

Buy Transaction

24,900

3.2211 USD

Common

Buy Transaction

133

3.2226 USD

Common

Buy Transaction

5,382

3.2235 USD

Common

Buy Transaction

580

3.2250 USD

Common

Buy Transaction

209

3.2250 USD

Common

Buy Transaction

233

3.2257 USD

Common

Buy Transaction

585

3.2260 USD

Common

Buy Transaction

500

3.2260 USD

Common

Buy Transaction

658

3.2274 USD

Common

Buy Transaction

498

3.2286 USD

Common

Buy Transaction

4,446

3.2287 USD

Common

Buy Transaction

1,157

3.2300 USD

Common

Buy Transaction

18,363

3.2306 USD

Common

Buy Transaction

9

3.2322 USD

Common

Buy Transaction

5,994

3.2350 USD

Common

Buy Transaction

75

3.2353 USD

Common

Buy Transaction

11,875

3.2359 USD

Common

Buy Transaction

16

3.2400 USD

Common

Buy Transaction

113

3.2465 USD

Common

Buy Transaction

81

3.2500 USD

Common

Buy Transaction

100

3.2600 USD

Common

DVP Transaction

50

3.2000 USD

Common

DVP Transaction

2,166

3.2100 USD

Common

DVP Transaction

2,090

3.2104 USD

Common

DVP Transaction

585

3.2200 USD

Common

DVP Transaction

510

3.2222 USD

Common

DVP Transaction

11,341

3.2300 USD

Common

DVP Transaction

5,994

3.2350 USD

Common

DVP Transaction

1,027

3.2350 USD

Common

DVP Transaction

1

3.2400 USD

Common

DVP Transaction

1

3.2450 USD

Common

RVP Transaction

50

3.2000 USD

Common

RVP Transaction

2,159

3.2100 USD

Common

RVP Transaction

2,377

3.2116 USD

Common

RVP Transaction

351

3.2150 USD

Common

RVP Transaction

306

3.2200 USD

Common

RVP Transaction

10

3.2250 USD

Common

RVP Transaction

6,328

3.2300 USD

Common

RVP Transaction

5,016

3.2301 USD

Common

RVP Transaction

766

3.2340 USD

Common

RVP Transaction

6,294

3.2350 USD

Common

RVP Transaction

103

3.2450 USD

Common

RVP Transaction

5

3.2460 USD

Common

Sell Transaction

210

3.1700 USD

Common

Sell Transaction

1,112

3.1739 USD

Common

Sell Transaction

1,666

3.1800 USD

Common

Sell Transaction

103

3.1809 USD

Common

Sell Transaction

165

3.1839 USD

Common

Sell Transaction

1,232

3.1841 USD

Common

Sell Transaction

2,336

3.1845 USD

Common

Sell Transaction

1,022

3.1846 USD

Common

Sell Transaction

327

3.1858 USD

Common

Sell Transaction

159

3.1879 USD

Common

Sell Transaction

4,471

3.1900 USD

Common

Sell Transaction

267

3.1913 USD

Common

Sell Transaction

1,200

3.1921 USD

Common

Sell Transaction

126

3.1944 USD

Common

Sell Transaction

761

3.1955 USD

Common

Sell Transaction

637

3.1972 USD

Common

Sell Transaction

1,268

3.1979 USD

Common

Sell Transaction

690

3.1982 USD

Common

Sell Transaction

552

3.1983 USD

Common

Sell Transaction

1,579

3.2000 USD

Common

Sell Transaction

806

3.2003 USD

Common

Sell Transaction

2,841

3.2003 USD

Common

Sell Transaction

300

3.2016 USD

Common

Sell Transaction

1,383

3.2022 USD

Common

Sell Transaction

1,822

3.2040 USD

Common

Sell Transaction

3,562

3.2048 USD

Common

Sell Transaction

8,148

3.2058 USD

Common

Sell Transaction

1,850

3.2082 USD

Common

Sell Transaction

360

3.2088 USD

Common

Sell Transaction

1,338

3.2090 USD

Common

Sell Transaction

643

3.2097 USD

Common

Sell Transaction

507

3.2097 USD

Common

Sell Transaction

10,367

3.2099 USD

Common

Sell Transaction

10,664

3.2100 USD

Common

Sell Transaction

5,919

3.2100 USD

Common

Sell Transaction

86,960

3.2102 USD

Common

Sell Transaction

3,844

3.2102 USD

Common

Sell Transaction

208

3.2104 USD

Common

Sell Transaction

6,915

3.2109 USD

Common

Sell Transaction

3,406

3.2116 USD

Common

Sell Transaction

2,065

3.2116 USD

Common

Sell Transaction

10,984

3.2118 USD

Common

Sell Transaction

762

3.2120 USD

Common

Sell Transaction

461

3.2122 USD

Common

Sell Transaction

416

3.2122 USD

Common

Sell Transaction

601

3.2133 USD

Common

Sell Transaction

1

3.2135 USD

Common

Sell Transaction

4,644

3.2138 USD

Common

Sell Transaction

315

3.2149 USD

Common

Sell Transaction

1,950

3.2150 USD

Common

Sell Transaction

1,200

3.2150 USD

Common

Sell Transaction

1,179

3.2153 USD

Common

Sell Transaction

6,728

3.2157 USD

Common

Sell Transaction

2,141

3.2164 USD

Common

Sell Transaction

1,042

3.2167 USD

Common

Sell Transaction

3,702

3.2178 USD

Common

Sell Transaction

305

3.2190 USD

Common

Sell Transaction

281

3.2196 USD

Common

Sell Transaction

99

3.2199 USD

Common

Sell Transaction

1,653

3.2199 USD

Common

Sell Transaction

1,260

3.2200 USD

Common

Sell Transaction

26,020

3.2200 USD

Common

Sell Transaction

41

3.2212 USD

Common

Sell Transaction

2,519

3.2229 USD

Common

Sell Transaction

300

3.2233 USD

Common

Sell Transaction

121

3.2235 USD

Common

Sell Transaction

836

3.2236 USD

Common

Sell Transaction

2,274

3.2246 USD

Common

Sell Transaction

212

3.2250 USD

Common

Sell Transaction

1,414

3.2290 USD

Common

Sell Transaction

1,912

3.2290 USD

Common

Sell Transaction

1,812

3.2292 USD

Common

Sell Transaction

662

3.2294 USD

Common

Sell Transaction

900

3.2299 USD

Common

Sell Transaction

300

3.2300 USD

Common

Sell Transaction

12

3.2308 USD

Common

Sell Transaction

4,638

3.2319 USD

Common

Sell Transaction

3,585

3.2325 USD

Common

Sell Transaction

200

3.2350 USD

Common

Sell Transaction

15

3.2353 USD

Common

Sell Transaction

103

3.2400 USD

Common

Sell Transaction

228

3.2407 USD

Common

Sell Transaction

300

3.2433 USD

Common

Sell Transaction

212

3.2450 USD

Common

Sell Transaction

266

3.2486 USD

Common

Sell Transaction

8,466

3.2500 USD

Common

Sell Transaction

10

3.2700 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

11,520

3.2222 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

Call Option

Buy Transaction

1

3.0000 USD

American

2025-Apr-17

0.2500 USD

Common

Call Option

Buy Transaction

1

3.0000 USD

American

2025-May-16

0.3500 USD

Common

Call Option

Buy Transaction

10

3.0000 USD

American

2025-May-16

0.3900 USD

Common

Call Option

Buy Transaction

10

3.0000 USD

American

2025-May-16

0.4000 USD

 

(ii) Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

Common

Put Option

Exercised against

6

5.0000 USD

 

 

(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 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

Put Option

Purchased

-5,900

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

800

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-1,000

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

800

5.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

6,000

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-13,000

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-1,400

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

245,600

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-99,800

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

150,000

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-4,300

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-400

3.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

200

3.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

600

10.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-400

4.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

1,000,000

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

6,000

4.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

800

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-100

7.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Sold

200

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-100

3.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-2,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-200

3.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-1,400

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-500

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-36,100

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-101,000

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

4,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-2,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-9,500

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-118,400

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-500

4.0 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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