10th Feb 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 | 7 February 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: | 1,007,738 | 0.85 | 1,138,126 | 0.96 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 397,300 | 0.33 | 541,900 | 0.46 |
TOTAL: | 1,405,038 | 1.19 | 1,680,026 | 1.42 |
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 | 124 | 4.9973 USD |
Common | Buy Transaction | 655 | 5.0034 USD |
Common | Buy Transaction | 6,297 | 5.0046 USD |
Common | Buy Transaction | 34 | 5.0100 USD |
Common | Buy Transaction | 224 | 5.0127 USD |
Common | Buy Transaction | 100 | 5.0150 USD |
Common | Buy Transaction | 2,600 | 5.0173 USD |
Common | Buy Transaction | 1,010 | 5.0200 USD |
Common | Buy Transaction | 1,029 | 5.0218 USD |
Common | Buy Transaction | 790 | 5.0222 USD |
Common | Buy Transaction | 487 | 5.0233 USD |
Common | Buy Transaction | 300 | 5.0233 USD |
Common | Buy Transaction | 312 | 5.0250 USD |
Common | Buy Transaction | 3 | 5.0267 USD |
Common | Buy Transaction | 1,174 | 5.0273 USD |
Common | Buy Transaction | 2,139 | 5.0274 USD |
Common | Buy Transaction | 4,482 | 5.0275 USD |
Common | Buy Transaction | 169 | 5.0285 USD |
Common | Buy Transaction | 169 | 5.0285 USD |
Common | Buy Transaction | 1,786 | 5.0299 USD |
Common | Buy Transaction | 1,700 | 5.0300 USD |
Common | Buy Transaction | 40 | 5.0305 USD |
Common | Buy Transaction | 48 | 5.0312 USD |
Common | Buy Transaction | 2,606 | 5.0323 USD |
Common | Buy Transaction | 24 | 5.0333 USD |
Common | Buy Transaction | 160 | 5.0338 USD |
Common | Buy Transaction | 756 | 5.0346 USD |
Common | Buy Transaction | 600 | 5.0350 USD |
Common | Buy Transaction | 1 | 5.0354 USD |
Common | Buy Transaction | 369 | 5.0355 USD |
Common | Buy Transaction | 800 | 5.0362 USD |
Common | Buy Transaction | 294 | 5.0364 USD |
Common | Buy Transaction | 1,500 | 5.0367 USD |
Common | Buy Transaction | 874 | 5.0374 USD |
Common | Buy Transaction | 3,800 | 5.0376 USD |
Common | Buy Transaction | 393 | 5.0389 USD |
Common | Buy Transaction | 418 | 5.0397 USD |
Common | Buy Transaction | 48,610 | 5.0400 USD |
Common | Buy Transaction | 1,303 | 5.0416 USD |
Common | Buy Transaction | 723 | 5.0420 USD |
Common | Buy Transaction | 400 | 5.0420 USD |
Common | Buy Transaction | 25,620 | 5.0424 USD |
Common | Buy Transaction | 4,206 | 5.0427 USD |
Common | Buy Transaction | 3 | 5.0434 USD |
Common | Buy Transaction | 3,431 | 5.0437 USD |
Common | Buy Transaction | 149 | 5.0438 USD |
Common | Buy Transaction | 3,573 | 5.0446 USD |
Common | Buy Transaction | 98 | 5.0446 USD |
Common | Buy Transaction | 3 | 5.0467 USD |
Common | Buy Transaction | 539 | 5.0472 USD |
Common | Buy Transaction | 1,717 | 5.0473 USD |
Common | Buy Transaction | 472 | 5.0488 USD |
Common | Buy Transaction | 3,130 | 5.0489 USD |
Common | Buy Transaction | 710 | 5.0490 USD |
Common | Buy Transaction | 1,776 | 5.0497 USD |
Common | Buy Transaction | 2,359 | 5.0498 USD |
Common | Buy Transaction | 5,900 | 5.0500 USD |
Common | Buy Transaction | 34 | 5.0503 USD |
Common | Buy Transaction | 2,540 | 5.0504 USD |
Common | Buy Transaction | 844 | 5.0505 USD |
Common | Buy Transaction | 319 | 5.0506 USD |
Common | Buy Transaction | 209 | 5.0509 USD |
Common | Buy Transaction | 9 | 5.0522 USD |
Common | Buy Transaction | 10 | 5.0530 USD |
Common | Buy Transaction | 400 | 5.0550 USD |
Common | Buy Transaction | 124 | 5.0561 USD |
Common | Buy Transaction | 7,000 | 5.0600 USD |
Common | Buy Transaction | 552 | 5.0636 USD |
Common | Buy Transaction | 133 | 5.0646 USD |
Common | Buy Transaction | 100 | 5.0650 USD |
Common | Buy Transaction | 21 | 5.0652 USD |
Common | Buy Transaction | 361 | 5.0700 USD |
Common | Buy Transaction | 2 | 5.0750 USD |
Common | Buy Transaction | 30 | 5.0787 USD |
Common | DVP Transaction | 5 | 4.9900 USD |
Common | DVP Transaction | 134 | 5.0250 USD |
Common | DVP Transaction | 43,724 | 5.0400 USD |
Common | DVP Transaction | 1 | 5.0600 USD |
Common | DVP Transaction | 2 | 5.0800 USD |
Common | DVP Transaction | 1 | 5.1000 USD |
Common | DVP Transaction | 35 | 5.1100 USD |
Common | DVP Transaction | 174 | 5.1300 USD |
Common | RVP Transaction | 5 | 4.9900 USD |
Common | RVP Transaction | 134 | 5.0250 USD |
Common | RVP Transaction | 43,724 | 5.0400 USD |
Common | RVP Transaction | 1 | 5.0600 USD |
Common | RVP Transaction | 2 | 5.0800 USD |
Common | RVP Transaction | 1 | 5.1000 USD |
Common | RVP Transaction | 35 | 5.1100 USD |
Common | RVP Transaction | 174 | 5.1300 USD |
Common | Sell Transaction | 498 | 4.9900 USD |
Common | Sell Transaction | 6,297 | 5.0046 USD |
Common | Sell Transaction | 9,646 | 5.0100 USD |
Common | Sell Transaction | 1,259 | 5.0106 USD |
Common | Sell Transaction | 595 | 5.0112 USD |
Common | Sell Transaction | 600 | 5.0133 USD |
Common | Sell Transaction | 336 | 5.0143 USD |
Common | Sell Transaction | 100 | 5.0150 USD |
Common | Sell Transaction | 1,118 | 5.0170 USD |
Common | Sell Transaction | 210 | 5.0171 USD |
Common | Sell Transaction | 500 | 5.0180 USD |
Common | Sell Transaction | 6,101 | 5.0185 USD |
Common | Sell Transaction | 371 | 5.0191 USD |
Common | Sell Transaction | 555 | 5.0192 USD |
Common | Sell Transaction | 3,456 | 5.0199 USD |
Common | Sell Transaction | 327 | 5.0200 USD |
Common | Sell Transaction | 1,775 | 5.0222 USD |
Common | Sell Transaction | 118 | 5.0231 USD |
Common | Sell Transaction | 426 | 5.0233 USD |
Common | Sell Transaction | 600 | 5.0233 USD |
Common | Sell Transaction | 2,178 | 5.0241 USD |
Common | Sell Transaction | 100 | 5.0250 USD |
Common | Sell Transaction | 1,330 | 5.0254 USD |
Common | Sell Transaction | 400 | 5.0263 USD |
Common | Sell Transaction | 300 | 5.0267 USD |
Common | Sell Transaction | 1,835 | 5.0272 USD |
Common | Sell Transaction | 80 | 5.0275 USD |
Common | Sell Transaction | 2,493 | 5.0278 USD |
Common | Sell Transaction | 365 | 5.0282 USD |
Common | Sell Transaction | 925 | 5.0283 USD |
Common | Sell Transaction | 10 | 5.0290 USD |
Common | Sell Transaction | 40 | 5.0293 USD |
Common | Sell Transaction | 131 | 5.0294 USD |
Common | Sell Transaction | 89 | 5.0299 USD |
Common | Sell Transaction | 2,323 | 5.0300 USD |
Common | Sell Transaction | 13,019 | 5.0300 USD |
Common | Sell Transaction | 219 | 5.0309 USD |
Common | Sell Transaction | 135 | 5.0324 USD |
Common | Sell Transaction | 8,543 | 5.0326 USD |
Common | Sell Transaction | 3 | 5.0333 USD |
Common | Sell Transaction | 782 | 5.0335 USD |
Common | Sell Transaction | 3,700 | 5.0335 USD |
Common | Sell Transaction | 14,710 | 5.0337 USD |
Common | Sell Transaction | 800 | 5.0338 USD |
Common | Sell Transaction | 157 | 5.0344 USD |
Common | Sell Transaction | 554 | 5.0349 USD |
Common | Sell Transaction | 800 | 5.0350 USD |
Common | Sell Transaction | 1 | 5.0354 USD |
Common | Sell Transaction | 816 | 5.0356 USD |
Common | Sell Transaction | 414 | 5.0363 USD |
Common | Sell Transaction | 909 | 5.0367 USD |
Common | Sell Transaction | 1,700 | 5.0371 USD |
Common | Sell Transaction | 700 | 5.0386 USD |
Common | Sell Transaction | 307 | 5.0387 USD |
Common | Sell Transaction | 410 | 5.0395 USD |
Common | Sell Transaction | 50 | 5.0396 USD |
Common | Sell Transaction | 1,108 | 5.0400 USD |
Common | Sell Transaction | 48,954 | 5.0400 USD |
Common | Sell Transaction | 774 | 5.0403 USD |
Common | Sell Transaction | 2,629 | 5.0420 USD |
Common | Sell Transaction | 385 | 5.0422 USD |
Common | Sell Transaction | 314 | 5.0427 USD |
Common | Sell Transaction | 5,958 | 5.0427 USD |
Common | Sell Transaction | 140 | 5.0429 USD |
Common | Sell Transaction | 306 | 5.0433 USD |
Common | Sell Transaction | 1,161 | 5.0433 USD |
Common | Sell Transaction | 303 | 5.0433 USD |
Common | Sell Transaction | 5 | 5.0440 USD |
Common | Sell Transaction | 1,206 | 5.0441 USD |
Common | Sell Transaction | 2,153 | 5.0449 USD |
Common | Sell Transaction | 3,329 | 5.0450 USD |
Common | Sell Transaction | 800 | 5.0450 USD |
Common | Sell Transaction | 1,606 | 5.0450 USD |
Common | Sell Transaction | 459 | 5.0454 USD |
Common | Sell Transaction | 3,169 | 5.0463 USD |
Common | Sell Transaction | 717 | 5.0467 USD |
Common | Sell Transaction | 1,052 | 5.0481 USD |
Common | Sell Transaction | 873 | 5.0486 USD |
Common | Sell Transaction | 2,370 | 5.0487 USD |
Common | Sell Transaction | 1,022 | 5.0488 USD |
Common | Sell Transaction | 25 | 5.0492 USD |
Common | Sell Transaction | 7,284 | 5.0496 USD |
Common | Sell Transaction | 2,000 | 5.0499 USD |
Common | Sell Transaction | 8,062 | 5.0500 USD |
Common | Sell Transaction | 58 | 5.0507 USD |
Common | Sell Transaction | 802 | 5.0513 USD |
Common | Sell Transaction | 200 | 5.0525 USD |
Common | Sell Transaction | 258 | 5.0531 USD |
Common | Sell Transaction | 447 | 5.0548 USD |
Common | Sell Transaction | 2,094 | 5.0550 USD |
Common | Sell Transaction | 627 | 5.0552 USD |
Common | Sell Transaction | 3 | 5.0567 USD |
Common | Sell Transaction | 1,620 | 5.0573 USD |
Common | Sell Transaction | 47 | 5.0574 USD |
Common | Sell Transaction | 4 | 5.0575 USD |
Common | Sell Transaction | 1,313 | 5.0575 USD |
Common | Sell Transaction | 401 | 5.0576 USD |
Common | Sell Transaction | 12,509 | 5.0592 USD |
Common | Sell Transaction | 123 | 5.0593 USD |
Common | Sell Transaction | 350 | 5.0596 USD |
Common | Sell Transaction | 3,979 | 5.0600 USD |
Common | Sell Transaction | 370 | 5.0627 USD |
Common | Sell Transaction | 420 | 5.0631 USD |
Common | Sell Transaction | 60 | 5.0633 USD |
Common | Sell Transaction | 1,931 | 5.0644 USD |
Common | Sell Transaction | 20 | 5.0650 USD |
Common | Sell Transaction | 48 | 5.0654 USD |
Common | Sell Transaction | 3 | 5.0667 USD |
Common | Sell Transaction | 262 | 5.0679 USD |
Common | Sell Transaction | 200 | 5.0691 USD |
Common | Sell Transaction | 522 | 5.0700 USD |
Common | Sell Transaction | 564 | 5.0713 USD |
Common | Sell Transaction | 51 | 5.0792 USD |
Common | Sell Transaction | 610 | 5.0800 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 | Sell Transaction | 70 | 6.0000 USD | American | 2025-Jul-18 | 0.3500 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: | 10 February 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 | -4,000 | 4.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 600 | 10.0 USD
| American
| 17/04/2025
|
Common | Call Option | Purchased | 100 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 300 | 8.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -100 | 7.0 USD
| American
| 21/02/2025
|
Common | Call Option | Purchased | 2,500 | 10.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -104,200 | 6.0 USD
| American
| 20/06/2025
|
Common | Call Option | Purchased | 1,200 | 6.0 USD
| American
| 17/04/2025
|
Common | Put Option | Purchased | -3,700 | 4.0 USD
| American
| 17/04/2025
|
Common | Call Option | Purchased | 700 | 10.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -800 | 7.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -100,000 | 7.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -4,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -1,100 | 5.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -6,700 | 5.0 USD
| American
| 21/02/2025
|
Common | Put Option | Purchased | -800 | 5.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -600 | 6.0 USD
| American
| 21/02/2025
|
Common | Call Option | Purchased | 2,100 | 6.0 USD
| American
| 21/02/2025
|
Common | Call Option | Purchased | 193,300 | 6.0 USD
| American
| 18/07/2025
|
Common | Put Option | Purchased | -8,400 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,500 | 7.0 USD
| American
| 20/06/2025
|
Common | Put Option | Purchased | -4,900 | 5.0 USD
| American
| 21/03/2025
|
Common | Put Option | Purchased | -5,300 | 4.0 USD
| American
| 18/07/2025
|
Common | Call Option | Purchased | 900 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,000 | 7.0 USD
| American
| 21/02/2025
|
Common | Call Option | Sold | -100,900 | 5.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -118,700 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,000 | 5.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -9,100 | 5.0 USD
| American
| 17/04/2025
|
Common | Put Option | Sold | 7,500 | 6.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -200 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,700 | 4.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -800 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,900 | 9.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -29,400 | 8.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -14,800 | 7.0 USD
| American
| 17/04/2025
|
Common | Put Option | Sold | 900 | 6.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -1,000 | 5.0 USD
| American
| 21/02/2025
|
Common | Put Option | Sold | 9,200 | 5.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -100 | 5.0 USD
| American
| 21/03/2025
|
Common | Call Option | Sold | -200 | 7.0 USD
| American
| 18/07/2025
|
Common | Call Option | Sold | -3,600 | 6.0 USD
| American
| 21/03/2025
|
Common | Put Option | Sold | 200 | 7.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -8,600 | 8.0 USD
| American
| 17/04/2025
|
Common | Call Option | Sold | -700 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -500 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,000 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Sold | 99,900 | 8.0 USD
| American
| 20/06/2025
|
Common | Call Option | Sold | -600 | 4.0 USD
| American
| 21/02/2025
|
Common | Put Option | Sold | 75,400 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -1,500 | 7.0 USD
| American
| 21/03/2025
|
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.
Related Shares:
Dowlais