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Form 8.3 - American Axle & Manufacturing Holdings

1st Apr 2025 15:00

RNS Number : 1592D
Citadel Group
01 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

31 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:

836,903

0.70

718,240

0.60

(2) Cash-settled derivatives:

 

127,688

0.10

0

0.00

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

2,043,500

1.72

585,000

0.49

 

TOTAL:

3,008,091

2.54

1,303,240

1.10

 

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

517

3.8494 USD

Common

Buy Transaction

440

3.8600 USD

Common

Buy Transaction

25

3.9100 USD

Common

Buy Transaction

300

3.9200 USD

Common

Buy Transaction

89

3.9509 USD

Common

Buy Transaction

298

3.9549 USD

Common

Buy Transaction

38

3.9550 USD

Common

Buy Transaction

312

3.9568 USD

Common

Buy Transaction

235

3.9572 USD

Common

Buy Transaction

22,995

3.9594 USD

Common

Buy Transaction

329

3.9600 USD

Common

Buy Transaction

2,000

3.9601 USD

Common

Buy Transaction

200

3.9606 USD

Common

Buy Transaction

183

3.9618 USD

Common

Buy Transaction

1,897

3.9619 USD

Common

Buy Transaction

1,019

3.9637 USD

Common

Buy Transaction

730

3.9638 USD

Common

Buy Transaction

805

3.9640 USD

Common

Buy Transaction

95

3.9651 USD

Common

Buy Transaction

105

3.9657 USD

Common

Buy Transaction

372

3.9691 USD

Common

Buy Transaction

7,239

3.9700 USD

Common

Buy Transaction

1,100

3.9709 USD

Common

Buy Transaction

679

3.9718 USD

Common

Buy Transaction

913

3.9732 USD

Common

Buy Transaction

227

3.9744 USD

Common

Buy Transaction

500

3.9760 USD

Common

Buy Transaction

3,057

3.9761 USD

Common

Buy Transaction

485

3.9782 USD

Common

Buy Transaction

827

3.9790 USD

Common

Buy Transaction

320

3.9800 USD

Common

Buy Transaction

318

3.9831 USD

Common

Buy Transaction

220

3.9845 USD

Common

Buy Transaction

5,065

3.9871 USD

Common

Buy Transaction

682

3.9883 USD

Common

Buy Transaction

408

3.9900 USD

Common

Buy Transaction

3,235

3.9912 USD

Common

Buy Transaction

3,783

3.9912 USD

Common

Buy Transaction

5,920

3.9927 USD

Common

Buy Transaction

17,502

3.9942 USD

Common

Buy Transaction

300

3.9950 USD

Common

Buy Transaction

2,166

3.9976 USD

Common

Buy Transaction

489

4.0000 USD

Common

Buy Transaction

32

4.0009 USD

Common

Buy Transaction

100

4.0010 USD

Common

Buy Transaction

101

4.0013 USD

Common

Buy Transaction

48

4.0017 USD

Common

Buy Transaction

14,623

4.0021 USD

Common

Buy Transaction

10,140

4.0029 USD

Common

Buy Transaction

10,687

4.0059 USD

Common

Buy Transaction

192

4.0083 USD

Common

Buy Transaction

110

4.0091 USD

Common

Buy Transaction

2,633

4.0099 USD

Common

Buy Transaction

83

4.0100 USD

Common

Buy Transaction

2,701

4.0127 USD

Common

Buy Transaction

120

4.0133 USD

Common

Buy Transaction

30

4.0143 USD

Common

Buy Transaction

42,372

4.0169 USD

Common

Buy Transaction

13,074

4.0238 USD

Common

Buy Transaction

53

4.0247 USD

Common

Buy Transaction

7,435

4.0258 USD

Common

Buy Transaction

279

4.0281 USD

Common

Buy Transaction

800

4.0300 USD

Common

Buy Transaction

796

4.0326 USD

Common

Buy Transaction

213

4.0371 USD

Common

Buy Transaction

177

4.0400 USD

Common

Buy Transaction

600

4.0450 USD

Common

Buy Transaction

1,395

4.0455 USD

Common

Buy Transaction

1

4.0460 USD

Common

Buy Transaction

424

4.0500 USD

Common

Buy Transaction

174

4.0505 USD

Common

Buy Transaction

30

4.0510 USD

Common

Buy Transaction

195

4.0513 USD

Common

Buy Transaction

781

4.0540 USD

Common

Buy Transaction

603

4.0600 USD

Common

Buy Transaction

1,023

4.0610 USD

Common

Buy Transaction

1,369

4.0613 USD

Common

Buy Transaction

1,383

4.0657 USD

Common

Buy Transaction

7,664

4.0694 USD

Common

Buy Transaction

85,850

4.0700 USD

Common

Buy Transaction

128,605

4.0731 USD

Common

Buy Transaction

1,599

4.0737 USD

Common

Buy Transaction

1,258

4.0769 USD

Common

Buy Transaction

2,338

4.0784 USD

Common

Buy Transaction

918

4.0787 USD

Common

Buy Transaction

485

4.0790 USD

Common

Buy Transaction

1,141

4.0800 USD

Common

Buy Transaction

249

4.0802 USD

Common

Buy Transaction

474

4.0910 USD

Common

Buy Transaction

895

4.0950 USD

Common

Buy Transaction

133

4.1000 USD

Common

Buy Transaction

5

4.1050 USD

Common

Buy Transaction

20

4.1100 USD

Common

DVP Transaction

58

3.9650 USD

Common

DVP Transaction

496

3.9692 USD

Common

DVP Transaction

200

3.9800 USD

Common

DVP Transaction

100

4.0000 USD

Common

DVP Transaction

255

4.0050 USD

Common

DVP Transaction

400

4.0150 USD

Common

DVP Transaction

1,209

4.0150 USD

Common

DVP Transaction

726

4.0300 USD

Common

DVP Transaction

114

4.0318 USD

Common

DVP Transaction

526

4.0622 USD

Common

DVP Transaction

66,477

4.0700 USD

Common

DVP Transaction

40

4.0900 USD

Common

RVP Transaction

3

3.9667 USD

Common

RVP Transaction

587

3.9706 USD

Common

RVP Transaction

158

3.9745 USD

Common

RVP Transaction

4

3.9950 USD

Common

RVP Transaction

100

4.0000 USD

Common

RVP Transaction

22

4.0032 USD

Common

RVP Transaction

255

4.0050 USD

Common

RVP Transaction

400

4.0150 USD

Common

RVP Transaction

1,209

4.0150 USD

Common

RVP Transaction

20

4.0190 USD

Common

RVP Transaction

23

4.0200 USD

Common

RVP Transaction

310

4.0290 USD

Common

RVP Transaction

527

4.0300 USD

Common

RVP Transaction

12

4.0383 USD

Common

RVP Transaction

8

4.0425 USD

Common

RVP Transaction

66,901

4.0700 USD

Common

RVP Transaction

2

4.0800 USD

Common

RVP Transaction

44

4.0900 USD

Common

RVP Transaction

16

4.0950 USD

Common

Sell Transaction

10

3.8100 USD

Common

Sell Transaction

507

3.8502 USD

Common

Sell Transaction

440

3.8600 USD

Common

Sell Transaction

300

3.9199 USD

Common

Sell Transaction

9,515

3.9500 USD

Common

Sell Transaction

859

3.9526 USD

Common

Sell Transaction

38

3.9550 USD

Common

Sell Transaction

1,000

3.9560 USD

Common

Sell Transaction

794

3.9600 USD

Common

Sell Transaction

101

3.9605 USD

Common

Sell Transaction

878

3.9609 USD

Common

Sell Transaction

2,242

3.9610 USD

Common

Sell Transaction

2,244

3.9651 USD

Common

Sell Transaction

437

3.9658 USD

Common

Sell Transaction

744

3.9691 USD

Common

Sell Transaction

686

3.9700 USD

Common

Sell Transaction

327

3.9715 USD

Common

Sell Transaction

1,074

3.9724 USD

Common

Sell Transaction

165

3.9736 USD

Common

Sell Transaction

204

3.9750 USD

Common

Sell Transaction

395

3.9753 USD

Common

Sell Transaction

1,950

3.9760 USD

Common

Sell Transaction

523

3.9788 USD

Common

Sell Transaction

425

3.9800 USD

Common

Sell Transaction

618

3.9810 USD

Common

Sell Transaction

200

3.9850 USD

Common

Sell Transaction

107

3.9878 USD

Common

Sell Transaction

3,428

3.9881 USD

Common

Sell Transaction

349

3.9887 USD

Common

Sell Transaction

141

3.9900 USD

Common

Sell Transaction

342

3.9902 USD

Common

Sell Transaction

118

3.9919 USD

Common

Sell Transaction

112

3.9923 USD

Common

Sell Transaction

708

3.9929 USD

Common

Sell Transaction

1,324

3.9939 USD

Common

Sell Transaction

1

3.9942 USD

Common

Sell Transaction

561

3.9950 USD

Common

Sell Transaction

533

3.9950 USD

Common

Sell Transaction

777

3.9951 USD

Common

Sell Transaction

448

3.9955 USD

Common

Sell Transaction

2,717

3.9957 USD

Common

Sell Transaction

543

3.9979 USD

Common

Sell Transaction

14,800

3.9984 USD

Common

Sell Transaction

541

4.0000 USD

Common

Sell Transaction

6,644

4.0001 USD

Common

Sell Transaction

2,296

4.0002 USD

Common

Sell Transaction

49,976

4.0005 USD

Common

Sell Transaction

308

4.0009 USD

Common

Sell Transaction

1,809

4.0023 USD

Common

Sell Transaction

936

4.0045 USD

Common

Sell Transaction

267

4.0063 USD

Common

Sell Transaction

400

4.0075 USD

Common

Sell Transaction

369

4.0079 USD

Common

Sell Transaction

263

4.0086 USD

Common

Sell Transaction

1,037

4.0086 USD

Common

Sell Transaction

14

4.0093 USD

Common

Sell Transaction

1,533

4.0100 USD

Common

Sell Transaction

426

4.0127 USD

Common

Sell Transaction

189

4.0140 USD

Common

Sell Transaction

326

4.0150 USD

Common

Sell Transaction

7,356

4.0150 USD

Common

Sell Transaction

2,300

4.0183 USD

Common

Sell Transaction

880

4.0250 USD

Common

Sell Transaction

1,000

4.0300 USD

Common

Sell Transaction

4,474

4.0500 USD

Common

Sell Transaction

22

4.0550 USD

Common

Sell Transaction

800

4.0575 USD

Common

Sell Transaction

2,037

4.0600 USD

Common

Sell Transaction

4,952

4.0682 USD

Common

Sell Transaction

82,595

4.0700 USD

Common

Sell Transaction

772

4.0701 USD

Common

Sell Transaction

67

4.0750 USD

Common

Sell Transaction

864

4.0800 USD

Common

Sell Transaction

401

4.0811 USD

Common

Sell Transaction

811

4.0825 USD

Common

Sell Transaction

800

4.0825 USD

Common

Sell Transaction

1,224

4.0829 USD

Common

Sell Transaction

41

4.0844 USD

Common

Sell Transaction

677

4.0847 USD

Common

Sell Transaction

585

4.0849 USD

Common

Sell Transaction

6

4.0850 USD

Common

Sell Transaction

109

4.0853 USD

Common

Sell Transaction

230

4.0856 USD

Common

Sell Transaction

116

4.0857 USD

Common

Sell Transaction

1

4.0858 USD

Common

Sell Transaction

500

4.0860 USD

Common

Sell Transaction

417

4.0886 USD

Common

Sell Transaction

241

4.0887 USD

Common

Sell Transaction

1,600

4.0888 USD

Common

Sell Transaction

30

4.0890 USD

Common

Sell Transaction

72

4.0890 USD

Common

Sell Transaction

12

4.0892 USD

Common

Sell Transaction

9,710

4.0900 USD

Common

Sell Transaction

1,165

4.0906 USD

Common

Sell Transaction

3,900

4.0918 USD

Common

Sell Transaction

4,304

4.0920 USD

Common

Sell Transaction

700

4.0929 USD

Common

Sell Transaction

1,700

4.0947 USD

Common

Sell Transaction

355

4.0947 USD

Common

Sell Transaction

204

4.0950 USD

Common

Sell Transaction

105

4.0950 USD

Common

Sell Transaction

585

4.0960 USD

Common

Sell Transaction

487

4.0990 USD

Common

Sell Transaction

195

4.1000 USD

Common

Sell Transaction

500

4.1020 USD

Common

Sell Transaction

477

4.1037 USD

Common

Sell Transaction

36

4.1042 USD

Common

Sell Transaction

1,355

4.1045 USD

Common

Sell Transaction

425

4.1100 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

15,118

4.0165 USD

Common

CFD

Reducing long position

21,544

4.0638 USD

Common

CFD

Reducing long position

1,850

4.0700 USD

Common

CFD

Reducing long position

2,047

4.0747 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

9

5.0000 USD

American

2025-Jun-20

0.1000 USD

Common

Put Option

Buy Transaction

1

4.0000 USD

American

2025-Apr-17

0.2000 USD

Common

Call Option

Sell Transaction

2

7.0000 USD

American

2026-Jan-16

0.2000 USD

Common

Put Option

Sell Transaction

4

4.0000 USD

American

2025-Apr-17

0.2500 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:

1 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

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-1,000

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

1,300

5.0 USD

 

American

 

16/05/2025

 

Common

Call Option

Purchased

1,000,000

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,000

5.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-700

7.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-4,900

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-4,300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

245,600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

6,800

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,000

4.0 USD

 

American

 

17/04/2025

 

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

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

600

10.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

900

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

4.0 USD

 

American

 

16/05/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-4,000

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-2,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-500

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-100,900

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-31,700

5.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-8,800

4.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Sold

5,100

6.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

74,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-1,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-200

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-9,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-118,300

7.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

 

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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END
 
 
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