10th Jul 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 | 9 July 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: | 2,004,688 | 1.68 | 76,977 | 0.06 |
(2) Cash-settled derivatives:
| 498,079 | 0.41 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 1,002,700 | 0.84 | 1,373,300 | 1.15 |
TOTAL: | 3,505,467 | 2.95 | 1,450,277 | 1.22 |
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 | 1,688 | 4.3293 USD |
Common | Buy Transaction | 1 | 4.3300 USD |
Common | Buy Transaction | 30 | 4.3400 USD |
Common | Buy Transaction | 10,087 | 4.3585 USD |
Common | Buy Transaction | 3,412 | 4.3599 USD |
Common | Buy Transaction | 9,543 | 4.3600 USD |
Common | Buy Transaction | 1,100 | 4.3618 USD |
Common | Buy Transaction | 1,146 | 4.3627 USD |
Common | Buy Transaction | 1,793 | 4.3629 USD |
Common | Buy Transaction | 1,200 | 4.3650 USD |
Common | Buy Transaction | 2,000 | 4.3700 USD |
Common | Buy Transaction | 2,986 | 4.3702 USD |
Common | Buy Transaction | 1,217 | 4.3705 USD |
Common | Buy Transaction | 3,600 | 4.3750 USD |
Common | Buy Transaction | 1,500 | 4.3760 USD |
Common | Buy Transaction | 700 | 4.3771 USD |
Common | Buy Transaction | 1,990 | 4.3796 USD |
Common | Buy Transaction | 61 | 4.3797 USD |
Common | Buy Transaction | 1,408 | 4.3800 USD |
Common | Buy Transaction | 2,903 | 4.3802 USD |
Common | Buy Transaction | 2,500 | 4.3804 USD |
Common | Buy Transaction | 15,600 | 4.3806 USD |
Common | Buy Transaction | 1,595 | 4.3809 USD |
Common | Buy Transaction | 871 | 4.3809 USD |
Common | Buy Transaction | 10,100 | 4.3820 USD |
Common | Buy Transaction | 1,344 | 4.3822 USD |
Common | Buy Transaction | 1,800 | 4.3822 USD |
Common | Buy Transaction | 1,439 | 4.3833 USD |
Common | Buy Transaction | 2,126 | 4.3851 USD |
Common | Buy Transaction | 1,577 | 4.3856 USD |
Common | Buy Transaction | 4,291 | 4.3861 USD |
Common | Buy Transaction | 1,152 | 4.3881 USD |
Common | Buy Transaction | 691 | 4.3881 USD |
Common | Buy Transaction | 3,320 | 4.3900 USD |
Common | Buy Transaction | 594 | 4.3900 USD |
Common | Buy Transaction | 1,617 | 4.3907 USD |
Common | Buy Transaction | 210 | 4.3910 USD |
Common | Buy Transaction | 1,791 | 4.3933 USD |
Common | Buy Transaction | 600 | 4.3933 USD |
Common | Buy Transaction | 1,200 | 4.3942 USD |
Common | Buy Transaction | 500 | 4.3950 USD |
Common | Buy Transaction | 492 | 4.3956 USD |
Common | Buy Transaction | 3,000 | 4.3960 USD |
Common | Buy Transaction | 505 | 4.3979 USD |
Common | Buy Transaction | 1,825 | 4.4000 USD |
Common | Buy Transaction | 205 | 4.4002 USD |
Common | Buy Transaction | 2,607 | 4.4009 USD |
Common | Buy Transaction | 17,970 | 4.4021 USD |
Common | Buy Transaction | 5,000 | 4.4022 USD |
Common | Buy Transaction | 479 | 4.4026 USD |
Common | Buy Transaction | 5,714 | 4.4030 USD |
Common | Buy Transaction | 1,379 | 4.4044 USD |
Common | Buy Transaction | 2,521 | 4.4050 USD |
Common | Buy Transaction | 8,117 | 4.4061 USD |
Common | Buy Transaction | 1,879 | 4.4077 USD |
Common | Buy Transaction | 3,309 | 4.4078 USD |
Common | Buy Transaction | 1,225 | 4.4102 USD |
Common | Buy Transaction | 180 | 4.4129 USD |
Common | Buy Transaction | 1,217 | 4.4134 USD |
Common | Buy Transaction | 6,587 | 4.4144 USD |
Common | Buy Transaction | 8 | 4.4150 USD |
Common | Buy Transaction | 1 | 4.4187 USD |
Common | Buy Transaction | 410 | 4.4195 USD |
Common | Buy Transaction | 3,204 | 4.4200 USD |
Common | Buy Transaction | 1,888 | 4.4205 USD |
Common | Buy Transaction | 147 | 4.4214 USD |
Common | Buy Transaction | 431 | 4.4219 USD |
Common | Buy Transaction | 12,023 | 4.4223 USD |
Common | Buy Transaction | 1,407 | 4.4271 USD |
Common | Buy Transaction | 2,786 | 4.4290 USD |
Common | Buy Transaction | 684 | 4.4293 USD |
Common | Buy Transaction | 26,699 | 4.4302 USD |
Common | Buy Transaction | 1,363 | 4.4303 USD |
Common | Buy Transaction | 869 | 4.4327 USD |
Common | Buy Transaction | 27 | 4.4341 USD |
Common | Buy Transaction | 1 | 4.4350 USD |
Common | Buy Transaction | 2,977 | 4.4371 USD |
Common | Buy Transaction | 475 | 4.4376 USD |
Common | Buy Transaction | 73 | 4.4382 USD |
Common | Buy Transaction | 5,172 | 4.4400 USD |
Common | Buy Transaction | 68 | 4.4425 USD |
Common | Buy Transaction | 49 | 4.4443 USD |
Common | Buy Transaction | 63,043 | 4.4500 USD |
Common | DVP Transaction | 1 | 4.3300 USD |
Common | DVP Transaction | 16 | 4.3650 USD |
Common | DVP Transaction | 1 | 4.3900 USD |
Common | DVP Transaction | 648 | 4.4100 USD |
Common | DVP Transaction | 54 | 4.4317 USD |
Common | DVP Transaction | 28 | 4.4361 USD |
Common | DVP Transaction | 72 | 4.4400 USD |
Common | DVP Transaction | 20,406 | 4.4500 USD |
Common | RVP Transaction | 1 | 4.3300 USD |
Common | RVP Transaction | 16 | 4.3650 USD |
Common | RVP Transaction | 1 | 4.3900 USD |
Common | RVP Transaction | 648 | 4.4100 USD |
Common | RVP Transaction | 155 | 4.4365 USD |
Common | RVP Transaction | 20,405 | 4.4500 USD |
Common | Sell Transaction | 421 | 4.3325 USD |
Common | Sell Transaction | 2,600 | 4.3381 USD |
Common | Sell Transaction | 200 | 4.3550 USD |
Common | Sell Transaction | 500 | 4.3590 USD |
Common | Sell Transaction | 555 | 4.3622 USD |
Common | Sell Transaction | 4,300 | 4.3677 USD |
Common | Sell Transaction | 700 | 4.3693 USD |
Common | Sell Transaction | 3 | 4.3700 USD |
Common | Sell Transaction | 100 | 4.3750 USD |
Common | Sell Transaction | 730 | 4.3799 USD |
Common | Sell Transaction | 2,193 | 4.3800 USD |
Common | Sell Transaction | 2,831 | 4.3833 USD |
Common | Sell Transaction | 600 | 4.3850 USD |
Common | Sell Transaction | 8,095 | 4.3858 USD |
Common | Sell Transaction | 92 | 4.3893 USD |
Common | Sell Transaction | 1,092 | 4.3900 USD |
Common | Sell Transaction | 10,045 | 4.3929 USD |
Common | Sell Transaction | 800 | 4.3931 USD |
Common | Sell Transaction | 600 | 4.3933 USD |
Common | Sell Transaction | 8,848 | 4.3979 USD |
Common | Sell Transaction | 229 | 4.3990 USD |
Common | Sell Transaction | 200 | 4.3991 USD |
Common | Sell Transaction | 124 | 4.3991 USD |
Common | Sell Transaction | 136 | 4.3996 USD |
Common | Sell Transaction | 1,451 | 4.4000 USD |
Common | Sell Transaction | 600 | 4.4006 USD |
Common | Sell Transaction | 1,236 | 4.4021 USD |
Common | Sell Transaction | 655 | 4.4025 USD |
Common | Sell Transaction | 500 | 4.4040 USD |
Common | Sell Transaction | 926 | 4.4050 USD |
Common | Sell Transaction | 803 | 4.4050 USD |
Common | Sell Transaction | 4,465 | 4.4069 USD |
Common | Sell Transaction | 1,804 | 4.4084 USD |
Common | Sell Transaction | 1,588 | 4.4097 USD |
Common | Sell Transaction | 4,332 | 4.4100 USD |
Common | Sell Transaction | 196 | 4.4134 USD |
Common | Sell Transaction | 2,200 | 4.4157 USD |
Common | Sell Transaction | 1,745 | 4.4158 USD |
Common | Sell Transaction | 6,027 | 4.4200 USD |
Common | Sell Transaction | 8,602 | 4.4202 USD |
Common | Sell Transaction | 730 | 4.4205 USD |
Common | Sell Transaction | 820 | 4.4217 USD |
Common | Sell Transaction | 387 | 4.4218 USD |
Common | Sell Transaction | 8,607 | 4.4224 USD |
Common | Sell Transaction | 1,035 | 4.4277 USD |
Common | Sell Transaction | 4,627 | 4.4300 USD |
Common | Sell Transaction | 1,500 | 4.4315 USD |
Common | Sell Transaction | 200 | 4.4350 USD |
Common | Sell Transaction | 940 | 4.4384 USD |
Common | Sell Transaction | 12,634 | 4.4400 USD |
Common | Sell Transaction | 3 | 4.4450 USD |
Common | Sell Transaction | 5,041 | 4.4458 USD |
Common | Sell Transaction | 5,808 | 4.4460 USD |
Common | Sell Transaction | 10 | 4.4490 USD |
Common | Sell Transaction | 49,808 | 4.4500 USD |
Common | Sell Transaction | 35,350 | 4.4502 USD |
Common | Sell Transaction | 2,270 | 4.4513 USD |
Common | Sell Transaction | 5,582 | 4.4513 USD |
Common | Sell Transaction | 21 | 4.4538 USD |
Common | Sell Transaction | 1 | 4.4600 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 | 10,050 | 4.4286 USD |
Common | CFD | Reducing long position | 500 | 4.4390 USD |
Common | CFD | Reducing long position | 9,849 | 4.4431 USD |
Common | CFD | Reducing long position | 3,674 | 4.4445 USD |
Common | CFD | Reducing long position | 4,899 | 4.4500 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 | 10 | 5.0000 USD | American | 2025-Aug-15 | 0.1500 USD |
Common | Call Option | DVP Transaction | 40 | 7.0000 USD | American | 2026-Jan-16 | 0.2000 USD |
Common | Call Option | RVP Transaction | 40 | 7.0000 USD | American | 2026-Jan-16 | 0.2000 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) |
|
|
|
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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: | 10 July 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 | 2,500 | 5.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -300 | 4.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 17,300 | 4.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -200 | 6.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 600,000 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -12,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 270,900 | 6.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 1,000 | 3.0 USD
| American
| 15/08/2025
|
Common | Call Option | Purchased | 10,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 300 | 15.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 15/08/2025
|
Common | Put Option | Purchased | -300 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -201,600 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,900 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -11,900 | 4.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -13,100 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -700 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -900 | 5.0 USD
| American
| 17/07/2026
|
Common | Put Option | Purchased | -7,200 | 3.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -700 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 2,000 | 3.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -106,100 | 5.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -8,500 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -100 | 2.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -651,300 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,100 | 7.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 2,600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -37,000 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -2,400 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -118,200 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -300 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -700 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -2,000 | 3.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 300 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -159,900 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 91,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,600 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -2,500 | 4.0 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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