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Form 8.3 - American Axle & Manufacturing Holdings

31st Mar 2025 15:00

RNS Number : 9625C
Citadel Group
31 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

28 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:

875,712

0.74

935,551

0.79

(2) Cash-settled derivatives:

 

168,247

0.14

0

0.00

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

2,042,600

1.72

585,100

0.49

 

TOTAL:

3,086,559

2.60

1,520,651

1.28

 

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

519

4.0800 USD

Common

Buy Transaction

1,000

4.0840 USD

Common

Buy Transaction

210

4.0840 USD

Common

Buy Transaction

752

4.0844 USD

Common

Buy Transaction

200

4.0850 USD

Common

Buy Transaction

2,034

4.0853 USD

Common

Buy Transaction

1,900

4.0858 USD

Common

Buy Transaction

2,222

4.0859 USD

Common

Buy Transaction

300

4.0867 USD

Common

Buy Transaction

1,780

4.0872 USD

Common

Buy Transaction

1,716

4.0893 USD

Common

Buy Transaction

337

4.0900 USD

Common

Buy Transaction

2,329

4.0911 USD

Common

Buy Transaction

377

4.0953 USD

Common

Buy Transaction

2,343

4.0964 USD

Common

Buy Transaction

101

4.1000 USD

Common

Buy Transaction

32

4.1009 USD

Common

Buy Transaction

400

4.1050 USD

Common

Buy Transaction

300

4.1067 USD

Common

Buy Transaction

4,543

4.1073 USD

Common

Buy Transaction

225

4.1078 USD

Common

Buy Transaction

2,805

4.1086 USD

Common

Buy Transaction

1,300

4.1087 USD

Common

Buy Transaction

1,808

4.1087 USD

Common

Buy Transaction

782

4.1100 USD

Common

Buy Transaction

830

4.1104 USD

Common

Buy Transaction

218

4.1104 USD

Common

Buy Transaction

700

4.1114 USD

Common

Buy Transaction

517

4.1115 USD

Common

Buy Transaction

1,700

4.1118 USD

Common

Buy Transaction

631

4.1127 USD

Common

Buy Transaction

176

4.1128 USD

Common

Buy Transaction

664

4.1143 USD

Common

Buy Transaction

1,880

4.1144 USD

Common

Buy Transaction

400

4.1150 USD

Common

Buy Transaction

1,060

4.1152 USD

Common

Buy Transaction

2,441

4.1154 USD

Common

Buy Transaction

7,098

4.1155 USD

Common

Buy Transaction

393

4.1164 USD

Common

Buy Transaction

150

4.1167 USD

Common

Buy Transaction

83

4.1167 USD

Common

Buy Transaction

192

4.1171 USD

Common

Buy Transaction

2,040

4.1174 USD

Common

Buy Transaction

2,459

4.1182 USD

Common

Buy Transaction

458

4.1184 USD

Common

Buy Transaction

26,238

4.1185 USD

Common

Buy Transaction

576

4.1193 USD

Common

Buy Transaction

5,347

4.1194 USD

Common

Buy Transaction

623

4.1199 USD

Common

Buy Transaction

38,381

4.1200 USD

Common

Buy Transaction

130

4.1210 USD

Common

Buy Transaction

1,217

4.1219 USD

Common

Buy Transaction

2,464

4.1229 USD

Common

Buy Transaction

4,500

4.1233 USD

Common

Buy Transaction

630

4.1238 USD

Common

Buy Transaction

205

4.1245 USD

Common

Buy Transaction

100

4.1250 USD

Common

Buy Transaction

351

4.1250 USD

Common

Buy Transaction

19,088

4.1253 USD

Common

Buy Transaction

430

4.1255 USD

Common

Buy Transaction

910

4.1256 USD

Common

Buy Transaction

500

4.1260 USD

Common

Buy Transaction

484

4.1281 USD

Common

Buy Transaction

1,008

4.1297 USD

Common

Buy Transaction

1,342

4.1300 USD

Common

Buy Transaction

1,013

4.1301 USD

Common

Buy Transaction

202

4.1302 USD

Common

Buy Transaction

8,178

4.1305 USD

Common

Buy Transaction

1,137

4.1309 USD

Common

Buy Transaction

1,000

4.1309 USD

Common

Buy Transaction

7

4.1357 USD

Common

Buy Transaction

501

4.1360 USD

Common

Buy Transaction

281

4.1369 USD

Common

Buy Transaction

101

4.1400 USD

Common

Buy Transaction

394

4.1402 USD

Common

Buy Transaction

1,308

4.1409 USD

Common

Buy Transaction

1,000

4.1410 USD

Common

Buy Transaction

712

4.1411 USD

Common

Buy Transaction

2,326

4.1414 USD

Common

Buy Transaction

102,105

4.1444 USD

Common

Buy Transaction

246

4.1448 USD

Common

Buy Transaction

159

4.1450 USD

Common

Buy Transaction

2,049

4.1500 USD

Common

Buy Transaction

205

4.1600 USD

Common

Buy Transaction

584

4.1607 USD

Common

Buy Transaction

109

4.1654 USD

Common

Buy Transaction

100

4.1700 USD

Common

Buy Transaction

1,018

4.1718 USD

Common

Buy Transaction

382

4.1761 USD

Common

Buy Transaction

190

4.1769 USD

Common

Buy Transaction

400

4.2164 USD

Common

Buy Transaction

6

4.2200 USD

Common

DVP Transaction

13,762

4.1200 USD

Common

DVP Transaction

520

4.1204 USD

Common

DVP Transaction

965

4.1250 USD

Common

DVP Transaction

213

4.1250 USD

Common

DVP Transaction

1

4.1300 USD

Common

DVP Transaction

1

4.1500 USD

Common

DVP Transaction

50

4.1600 USD

Common

DVP Transaction

40

4.2300 USD

Common

DVP Transaction

51

4.2682 USD

Common

DVP Transaction

338

4.2700 USD

Common

DVP Transaction

633

4.2800 USD

Common

RVP Transaction

13,762

4.1200 USD

Common

RVP Transaction

965

4.1250 USD

Common

RVP Transaction

213

4.1250 USD

Common

RVP Transaction

1

4.1300 USD

Common

RVP Transaction

1

4.1500 USD

Common

RVP Transaction

792

4.1628 USD

Common

RVP Transaction

1

4.1800 USD

Common

RVP Transaction

206

4.2700 USD

Common

RVP Transaction

633

4.2800 USD

Common

Sell Transaction

1,876

4.0900 USD

Common

Sell Transaction

123

4.0911 USD

Common

Sell Transaction

4,325

4.1000 USD

Common

Sell Transaction

653

4.1015 USD

Common

Sell Transaction

57

4.1028 USD

Common

Sell Transaction

500

4.1040 USD

Common

Sell Transaction

16

4.1050 USD

Common

Sell Transaction

1,700

4.1078 USD

Common

Sell Transaction

710

4.1100 USD

Common

Sell Transaction

618

4.1138 USD

Common

Sell Transaction

86

4.1145 USD

Common

Sell Transaction

112

4.1147 USD

Common

Sell Transaction

231

4.1150 USD

Common

Sell Transaction

125

4.1150 USD

Common

Sell Transaction

500

4.1160 USD

Common

Sell Transaction

300

4.1167 USD

Common

Sell Transaction

85

4.1168 USD

Common

Sell Transaction

584

4.1168 USD

Common

Sell Transaction

300

4.1173 USD

Common

Sell Transaction

103

4.1175 USD

Common

Sell Transaction

500

4.1190 USD

Common

Sell Transaction

28,834

4.1200 USD

Common

Sell Transaction

20,010

4.1200 USD

Common

Sell Transaction

3,595

4.1204 USD

Common

Sell Transaction

198

4.1204 USD

Common

Sell Transaction

1,328

4.1207 USD

Common

Sell Transaction

545

4.1209 USD

Common

Sell Transaction

2,723

4.1211 USD

Common

Sell Transaction

88

4.1217 USD

Common

Sell Transaction

994

4.1219 USD

Common

Sell Transaction

500

4.1221 USD

Common

Sell Transaction

450

4.1222 USD

Common

Sell Transaction

515

4.1229 USD

Common

Sell Transaction

933

4.1232 USD

Common

Sell Transaction

50

4.1234 USD

Common

Sell Transaction

2,178

4.1235 USD

Common

Sell Transaction

1,621

4.1241 USD

Common

Sell Transaction

24,234

4.1242 USD

Common

Sell Transaction

514

4.1250 USD

Common

Sell Transaction

965

4.1250 USD

Common

Sell Transaction

2,844

4.1256 USD

Common

Sell Transaction

161

4.1263 USD

Common

Sell Transaction

9,340

4.1265 USD

Common

Sell Transaction

1,796

4.1266 USD

Common

Sell Transaction

2,180

4.1268 USD

Common

Sell Transaction

4,750

4.1269 USD

Common

Sell Transaction

700

4.1271 USD

Common

Sell Transaction

8

4.1275 USD

Common

Sell Transaction

397

4.1276 USD

Common

Sell Transaction

1,026

4.1276 USD

Common

Sell Transaction

1,429

4.1277 USD

Common

Sell Transaction

62

4.1277 USD

Common

Sell Transaction

902

4.1278 USD

Common

Sell Transaction

418

4.1280 USD

Common

Sell Transaction

5,760

4.1281 USD

Common

Sell Transaction

1,000

4.1282 USD

Common

Sell Transaction

425

4.1284 USD

Common

Sell Transaction

1,900

4.1284 USD

Common

Sell Transaction

1,594

4.1287 USD

Common

Sell Transaction

509

4.1289 USD

Common

Sell Transaction

13,241

4.1292 USD

Common

Sell Transaction

171

4.1298 USD

Common

Sell Transaction

293

4.1299 USD

Common

Sell Transaction

2,876

4.1300 USD

Common

Sell Transaction

450

4.1303 USD

Common

Sell Transaction

189

4.1304 USD

Common

Sell Transaction

4,890

4.1304 USD

Common

Sell Transaction

979

4.1310 USD

Common

Sell Transaction

2,828

4.1316 USD

Common

Sell Transaction

2,706

4.1317 USD

Common

Sell Transaction

114

4.1318 USD

Common

Sell Transaction

903

4.1321 USD

Common

Sell Transaction

85

4.1321 USD

Common

Sell Transaction

900

4.1322 USD

Common

Sell Transaction

3,898

4.1324 USD

Common

Sell Transaction

417

4.1327 USD

Common

Sell Transaction

785

4.1330 USD

Common

Sell Transaction

793

4.1335 USD

Common

Sell Transaction

88

4.1339 USD

Common

Sell Transaction

1,215

4.1339 USD

Common

Sell Transaction

255

4.1343 USD

Common

Sell Transaction

7

4.1357 USD

Common

Sell Transaction

253

4.1358 USD

Common

Sell Transaction

300

4.1367 USD

Common

Sell Transaction

2

4.1377 USD

Common

Sell Transaction

490

4.1380 USD

Common

Sell Transaction

10

4.1390 USD

Common

Sell Transaction

1,340

4.1392 USD

Common

Sell Transaction

4,310

4.1400 USD

Common

Sell Transaction

1,604

4.1403 USD

Common

Sell Transaction

3,896

4.1406 USD

Common

Sell Transaction

46

4.1487 USD

Common

Sell Transaction

880

4.1518 USD

Common

Sell Transaction

420

4.1552 USD

Common

Sell Transaction

2,574

4.1588 USD

Common

Sell Transaction

533

4.1600 USD

Common

Sell Transaction

292

4.1607 USD

Common

Sell Transaction

3,302

4.1630 USD

Common

Sell Transaction

0

4.1689 USD

Common

Sell Transaction

2,680

4.1761 USD

Common

Sell Transaction

95

4.1800 USD

Common

Sell Transaction

1,206

4.1996 USD

Common

Sell Transaction

370

4.2700 USD

Common

Sell Transaction

570

4.2777 USD

Common

Sell Transaction

300

4.2800 USD

Common

Sell Transaction

60

4.2900 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

700

4.1379 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

Put Option

Buy Transaction

17

4.0000 USD

American

2025-Apr-17

0.1500 USD

Common

Call Option

Buy Transaction

1

7.0000 USD

American

2026-Jan-16

0.2500 USD

Common

Put Option

Buy Transaction

3

4.0000 USD

American

2025-May-16

0.2800 USD

Common

Call Option

Sell Transaction

6

6.0000 USD

American

2025-Jul-18

0.1000 USD

Common

Put Option

Sell Transaction

3

4.0000 USD

American

2025-Apr-17

0.1800 USD

Common

Call Option

Sell Transaction

41

5.0000 USD

American

2025-Jun-20

0.2000 USD

Common

Call Option

Sell Transaction

1

6.0000 USD

American

2025-Oct-17

0.2500 USD

Common

Call Option

Sell Transaction

7

4.0000 USD

American

2025-Apr-17

0.3000 USD

Common

Call Option

Sell Transaction

58

4.0000 USD

American

2025-Jul-18

0.6000 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

25

6.0000 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:

31 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

-104,200

6.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-300

4.0 USD

 

American

 

16/05/2025

 

Common

Put Option

Purchased

-4,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

245,600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

900

5.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-1,000

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

700

10.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

200

6.0 USD

 

American

 

17/10/2025

 

Common

Call Option

Purchased

1,300

5.0 USD

 

American

 

16/05/2025

 

Common

Put Option

Purchased

-1,000

4.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-300

5.0 USD

 

American

 

17/10/2025

 

Common

Put Option

Purchased

-1,400

5.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Purchased

2,500

10.0 USD

 

American

 

16/01/2026

 

Common

Put Option

Purchased

-8,400

5.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Purchased

600,000

6.0 USD

 

American

 

18/07/2025

 

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

-4,300

4.0 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

Call Option

Purchased

300

8.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-99,800

7.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-900

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Purchased

-5,200

4.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Purchased

5,900

5.0 USD

 

American

 

20/06/2025

 

Common

Put Option

Purchased

-5,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Purchased

1,000

4.0 USD

 

American

 

17/04/2025

 

Common

Put Option

Sold

800

5.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-800

12.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-31,700

5.0 USD

 

American

 

17/07/2026

 

Common

Put Option

Sold

99,900

8.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-3,400

10.0 USD

 

American

 

17/07/2026

 

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

-200

15.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-118,100

7.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-1,700

6.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-200

7.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-9,400

4.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-29,400

8.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-13,900

5.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,000

3.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-8,600

8.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-1,900

9.0 USD

 

American

 

17/04/2025

 

Common

Call Option

Sold

-2,500

4.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-500

3.0 USD

 

American

 

17/07/2026

 

Common

Call Option

Sold

-2,000

6.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-100,900

5.0 USD

 

American

 

18/07/2025

 

Common

Put Option

Sold

600

6.0 USD

 

American

 

18/07/2025

 

Common

Call Option

Sold

-8,800

4.0 USD

 

American

 

20/06/2025

 

Common

Call Option

Sold

-500

4.0 USD

 

American

 

16/01/2026

 

Common

Call Option

Sold

-12,700

7.0 USD

 

American

 

17/04/2025

 

 

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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