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Form 8.3 - American Axle & Manufacturing Holdings

26th Mar 2025 15:00

RNS Number : 3511C
Citadel Group
26 March 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

25 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:

913,895

0.77

807,901

0.68

(2) Cash-settled derivatives:

 

176,957

0.14

0

0.00

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

2,048,900

1.73

580,800

0.49

 

TOTAL:

3,139,752

2.65

1,388,701

1.17

 

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

139

4.4958 USD

Common

Buy Transaction

3,600

4.4989 USD

Common

Buy Transaction

31,422

4.5000 USD

Common

Buy Transaction

224

4.5088 USD

Common

Buy Transaction

703

4.5100 USD

Common

Buy Transaction

567

4.5135 USD

Common

Buy Transaction

600

4.5150 USD

Common

Buy Transaction

15,196

4.5177 USD

Common

Buy Transaction

725

4.5200 USD

Common

Buy Transaction

400

4.5250 USD

Common

Buy Transaction

554

4.5262 USD

Common

Buy Transaction

2,486

4.5277 USD

Common

Buy Transaction

2,744

4.5300 USD

Common

Buy Transaction

3,923

4.5303 USD

Common

Buy Transaction

106

4.5306 USD

Common

Buy Transaction

458

4.5316 USD

Common

Buy Transaction

249

4.5320 USD

Common

Buy Transaction

3,602

4.5323 USD

Common

Buy Transaction

442

4.5344 USD

Common

Buy Transaction

264

4.5346 USD

Common

Buy Transaction

500

4.5360 USD

Common

Buy Transaction

115

4.5361 USD

Common

Buy Transaction

1,543

4.5365 USD

Common

Buy Transaction

300

4.5367 USD

Common

Buy Transaction

505

4.5370 USD

Common

Buy Transaction

8,010

4.5370 USD

Common

Buy Transaction

176

4.5374 USD

Common

Buy Transaction

1,100

4.5382 USD

Common

Buy Transaction

813

4.5388 USD

Common

Buy Transaction

904

4.5399 USD

Common

Buy Transaction

6,223

4.5399 USD

Common

Buy Transaction

2,465

4.5400 USD

Common

Buy Transaction

1,231

4.5408 USD

Common

Buy Transaction

664

4.5419 USD

Common

Buy Transaction

2,900

4.5426 USD

Common

Buy Transaction

879

4.5429 USD

Common

Buy Transaction

242

4.5440 USD

Common

Buy Transaction

1,298

4.5447 USD

Common

Buy Transaction

59

4.5451 USD

Common

Buy Transaction

250

4.5456 USD

Common

Buy Transaction

267

4.5457 USD

Common

Buy Transaction

498

4.5462 USD

Common

Buy Transaction

548

4.5463 USD

Common

Buy Transaction

2,970

4.5467 USD

Common

Buy Transaction

177

4.5472 USD

Common

Buy Transaction

897

4.5480 USD

Common

Buy Transaction

771

4.5482 USD

Common

Buy Transaction

949

4.5500 USD

Common

Buy Transaction

1,988

4.5516 USD

Common

Buy Transaction

435

4.5523 USD

Common

Buy Transaction

300

4.5533 USD

Common

Buy Transaction

577

4.5536 USD

Common

Buy Transaction

192

4.5544 USD

Common

Buy Transaction

141

4.5555 USD

Common

Buy Transaction

30,022

4.5560 USD

Common

Buy Transaction

1,954

4.5571 USD

Common

Buy Transaction

3,834

4.5600 USD

Common

Buy Transaction

1,029

4.5601 USD

Common

Buy Transaction

450

4.5602 USD

Common

Buy Transaction

1,000

4.5609 USD

Common

Buy Transaction

665

4.5625 USD

Common

Buy Transaction

8,162

4.5650 USD

Common

Buy Transaction

5,924

4.5654 USD

Common

Buy Transaction

695

4.5655 USD

Common

Buy Transaction

319

4.5657 USD

Common

Buy Transaction

290

4.5658 USD

Common

Buy Transaction

743

4.5677 USD

Common

Buy Transaction

196

4.5678 USD

Common

Buy Transaction

972

4.5697 USD

Common

Buy Transaction

24

4.5700 USD

Common

Buy Transaction

6,477

4.5713 USD

Common

Buy Transaction

1

4.5720 USD

Common

Buy Transaction

700

4.5729 USD

Common

Buy Transaction

200

4.5750 USD

Common

Buy Transaction

600

4.5767 USD

Common

Buy Transaction

754

4.5773 USD

Common

Buy Transaction

1,162

4.5800 USD

Common

Buy Transaction

26

4.5873 USD

Common

Buy Transaction

1,245

4.5877 USD

Common

Buy Transaction

300

4.6100 USD

Common

Buy Transaction

100

4.6200 USD

Common

Buy Transaction

400

4.6250 USD

Common

DVP Transaction

28,845

4.5000 USD

Common

DVP Transaction

2,149

4.5384 USD

Common

DVP Transaction

64

4.5600 USD

Common

DVP Transaction

6,552

4.5650 USD

Common

DVP Transaction

263

4.5800 USD

Common

RVP Transaction

28,845

4.5000 USD

Common

RVP Transaction

1

4.5100 USD

Common

RVP Transaction

12

4.5250 USD

Common

RVP Transaction

12

4.5300 USD

Common

RVP Transaction

33

4.5352 USD

Common

RVP Transaction

1,148

4.5361 USD

Common

RVP Transaction

336

4.5393 USD

Common

RVP Transaction

312

4.5400 USD

Common

RVP Transaction

237

4.5448 USD

Common

RVP Transaction

33

4.5464 USD

Common

RVP Transaction

13

4.5469 USD

Common

RVP Transaction

64

4.5600 USD

Common

RVP Transaction

6,564

4.5650 USD

Common

RVP Transaction

263

4.5800 USD

Common

Sell Transaction

136

4.4900 USD

Common

Sell Transaction

46,532

4.5000 USD

Common

Sell Transaction

247

4.5010 USD

Common

Sell Transaction

2,776

4.5025 USD

Common

Sell Transaction

180

4.5047 USD

Common

Sell Transaction

350

4.5050 USD

Common

Sell Transaction

6

4.5067 USD

Common

Sell Transaction

851

4.5069 USD

Common

Sell Transaction

500

4.5090 USD

Common

Sell Transaction

80

4.5091 USD

Common

Sell Transaction

1,741

4.5100 USD

Common

Sell Transaction

253

4.5200 USD

Common

Sell Transaction

527

4.5250 USD

Common

Sell Transaction

282

4.5250 USD

Common

Sell Transaction

374

4.5298 USD

Common

Sell Transaction

1,002

4.5300 USD

Common

Sell Transaction

600

4.5300 USD

Common

Sell Transaction

953

4.5300 USD

Common

Sell Transaction

707

4.5311 USD

Common

Sell Transaction

200

4.5350 USD

Common

Sell Transaction

1,029

4.5353 USD

Common

Sell Transaction

124

4.5356 USD

Common

Sell Transaction

223

4.5369 USD

Common

Sell Transaction

1

4.5394 USD

Common

Sell Transaction

43

4.5395 USD

Common

Sell Transaction

2,396

4.5396 USD

Common

Sell Transaction

229

4.5398 USD

Common

Sell Transaction

1,000

4.5399 USD

Common

Sell Transaction

2,151

4.5400 USD

Common

Sell Transaction

10,008

4.5400 USD

Common

Sell Transaction

56

4.5402 USD

Common

Sell Transaction

140

4.5407 USD

Common

Sell Transaction

1,555

4.5411 USD

Common

Sell Transaction

488

4.5412 USD

Common

Sell Transaction

48

4.5417 USD

Common

Sell Transaction

1,600

4.5419 USD

Common

Sell Transaction

398

4.5427 USD

Common

Sell Transaction

18,800

4.5428 USD

Common

Sell Transaction

63

4.5438 USD

Common

Sell Transaction

1,002

4.5438 USD

Common

Sell Transaction

1,119

4.5439 USD

Common

Sell Transaction

500

4.5440 USD

Common

Sell Transaction

524

4.5442 USD

Common

Sell Transaction

250

4.5445 USD

Common

Sell Transaction

283

4.5445 USD

Common

Sell Transaction

4,839

4.5445 USD

Common

Sell Transaction

322

4.5448 USD

Common

Sell Transaction

28

4.5450 USD

Common

Sell Transaction

1,120

4.5451 USD

Common

Sell Transaction

2,875

4.5453 USD

Common

Sell Transaction

4,557

4.5458 USD

Common

Sell Transaction

9,509

4.5460 USD

Common

Sell Transaction

4,920

4.5461 USD

Common

Sell Transaction

6,524

4.5468 USD

Common

Sell Transaction

712

4.5470 USD

Common

Sell Transaction

13,382

4.5475 USD

Common

Sell Transaction

396

4.5484 USD

Common

Sell Transaction

613

4.5486 USD

Common

Sell Transaction

900

4.5489 USD

Common

Sell Transaction

1,126

4.5489 USD

Common

Sell Transaction

917

4.5497 USD

Common

Sell Transaction

847

4.5499 USD

Common

Sell Transaction

2,150

4.5500 USD

Common

Sell Transaction

23,958

4.5502 USD

Common

Sell Transaction

108

4.5504 USD

Common

Sell Transaction

986

4.5504 USD

Common

Sell Transaction

776

4.5508 USD

Common

Sell Transaction

2,142

4.5509 USD

Common

Sell Transaction

560

4.5511 USD

Common

Sell Transaction

2,705

4.5511 USD

Common

Sell Transaction

494

4.5513 USD

Common

Sell Transaction

51

4.5514 USD

Common

Sell Transaction

1,260

4.5517 USD

Common

Sell Transaction

2,144

4.5518 USD

Common

Sell Transaction

119

4.5520 USD

Common

Sell Transaction

721

4.5522 USD

Common

Sell Transaction

3,032

4.5527 USD

Common

Sell Transaction

91

4.5531 USD

Common

Sell Transaction

169

4.5550 USD

Common

Sell Transaction

75

4.5551 USD

Common

Sell Transaction

1,241

4.5553 USD

Common

Sell Transaction

2,075

4.5561 USD

Common

Sell Transaction

631

4.5565 USD

Common

Sell Transaction

470

4.5566 USD

Common

Sell Transaction

1,242

4.5567 USD

Common

Sell Transaction

3,402

4.5569 USD

Common

Sell Transaction

7,052

4.5578 USD

Common

Sell Transaction

27

4.5581 USD

Common

Sell Transaction

2,434

4.5584 USD

Common

Sell Transaction

829

4.5588 USD

Common

Sell Transaction

120

4.5592 USD

Common

Sell Transaction

513

4.5598 USD

Common

Sell Transaction

356

4.5598 USD

Common

Sell Transaction

2,934

4.5600 USD

Common

Sell Transaction

295

4.5602 USD

Common

Sell Transaction

512

4.5602 USD

Common

Sell Transaction

2,864

4.5607 USD

Common

Sell Transaction

5,678

4.5609 USD

Common

Sell Transaction

291

4.5609 USD

Common

Sell Transaction

335

4.5624 USD

Common

Sell Transaction

1,300

4.5631 USD

Common

Sell Transaction

4,223

4.5639 USD

Common

Sell Transaction

11,362

4.5650 USD

Common

Sell Transaction

703

4.5652 USD

Common

Sell Transaction

15

4.5680 USD

Common

Sell Transaction

1,957

4.5683 USD

Common

Sell Transaction

3,583

4.5686 USD

Common

Sell Transaction

492

4.5696 USD

Common

Sell Transaction

981

4.5700 USD

Common

Sell Transaction

472

4.5701 USD

Common

Sell Transaction

31

4.5710 USD

Common

Sell Transaction

200

4.5750 USD

Common

Sell Transaction

113

4.5796 USD

Common

Sell Transaction

4,465

4.5800 USD

Common

Sell Transaction

721

4.5828 USD

Common

Sell Transaction

300

4.5850 USD

Common

Sell Transaction

700

4.5857 USD

Common

Sell Transaction

362

4.5976 USD

Common

Sell Transaction

440

4.5992 USD

Common

Sell Transaction

85

4.6151 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

Increasing long position

5

4.5000 USD

Common

CFD

Increasing long position

3,805

4.5050 USD

Common

CFD

Increasing long position

1,000

4.5700 USD

Common

CFD

Increasing long position

600

4.5800 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

 

(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:

26 March 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

-800

5.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-3,800

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Purchased

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

246,200

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

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

2,300

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,000

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

900

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-4,300

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

1,300

5.0 USD

 

American

 

16/05/2025

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-4,000

3.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Purchased

-99,800

7.0 USD

 

American

 

20/06/2025

 

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

Call Option

Purchased

300

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

10,000

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-31,700

5.0 USD

 

American

 

17/07/2026

 

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

-118,200

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-100,900

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-8,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-3,600

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-4,200

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

74,900

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-2,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Sold

7,600

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-500

3.0 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

Put Option

Sold

800

5.0 USD

 

American

 

18/07/2025

 

 

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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