24th Sep 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 | 23 September 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: | 1,146,903 | 0.96 | 130,331 | 0.10 |
(2) Cash-settled derivatives:
| 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 467,700 | 0.39 | 1,041,300 | 0.87 |
TOTAL: | 1,614,603 | 1.36 | 1,171,631 | 0.98 |
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 | 8,300 | 5.9450 USD |
Common | Buy Transaction | 1,633 | 5.9500 USD |
Common | Buy Transaction | 432 | 5.9550 USD |
Common | Buy Transaction | 1,001 | 5.9559 USD |
Common | Buy Transaction | 1,470 | 5.9570 USD |
Common | Buy Transaction | 2,574 | 5.9580 USD |
Common | Buy Transaction | 413 | 5.9595 USD |
Common | Buy Transaction | 3,052 | 5.9600 USD |
Common | Buy Transaction | 238 | 5.9608 USD |
Common | Buy Transaction | 66 | 5.9630 USD |
Common | Buy Transaction | 180 | 5.9650 USD |
Common | Buy Transaction | 100 | 5.9700 USD |
Common | Buy Transaction | 2,461 | 5.9708 USD |
Common | Buy Transaction | 100 | 5.9750 USD |
Common | Buy Transaction | 369 | 5.9831 USD |
Common | Buy Transaction | 3,500 | 5.9850 USD |
Common | Buy Transaction | 2,099 | 5.9850 USD |
Common | Buy Transaction | 60 | 5.9867 USD |
Common | Buy Transaction | 680 | 5.9893 USD |
Common | Buy Transaction | 945 | 5.9900 USD |
Common | Buy Transaction | 244 | 5.9903 USD |
Common | Buy Transaction | 900 | 5.9911 USD |
Common | Buy Transaction | 300 | 5.9933 USD |
Common | Buy Transaction | 30 | 5.9943 USD |
Common | Buy Transaction | 2 | 5.9950 USD |
Common | Buy Transaction | 534 | 5.9971 USD |
Common | Buy Transaction | 51,047 | 6.0000 USD |
Common | Buy Transaction | 59 | 6.0003 USD |
Common | Buy Transaction | 619 | 6.0009 USD |
Common | Buy Transaction | 1,831 | 6.0018 USD |
Common | Buy Transaction | 2,288 | 6.0020 USD |
Common | Buy Transaction | 193 | 6.0050 USD |
Common | Buy Transaction | 371 | 6.0060 USD |
Common | Buy Transaction | 2,592 | 6.0066 USD |
Common | Buy Transaction | 1 | 6.0068 USD |
Common | Buy Transaction | 221 | 6.0084 USD |
Common | Buy Transaction | 4,381 | 6.0091 USD |
Common | Buy Transaction | 1,154 | 6.0095 USD |
Common | Buy Transaction | 1,200 | 6.0100 USD |
Common | Buy Transaction | 896 | 6.0104 USD |
Common | Buy Transaction | 995 | 6.0125 USD |
Common | Buy Transaction | 476 | 6.0141 USD |
Common | Buy Transaction | 4,544 | 6.0148 USD |
Common | Buy Transaction | 683 | 6.0170 USD |
Common | Buy Transaction | 200 | 6.0200 USD |
Common | Buy Transaction | 1,046 | 6.0207 USD |
Common | Buy Transaction | 706 | 6.0208 USD |
Common | Buy Transaction | 3,967 | 6.0227 USD |
Common | Buy Transaction | 1,426 | 6.0231 USD |
Common | Buy Transaction | 26,599 | 6.0242 USD |
Common | Buy Transaction | 389 | 6.0246 USD |
Common | Buy Transaction | 2,251 | 6.0257 USD |
Common | Buy Transaction | 1 | 6.0261 USD |
Common | Buy Transaction | 2,739 | 6.0270 USD |
Common | Buy Transaction | 47 | 6.0300 USD |
Common | Buy Transaction | 2,226 | 6.0312 USD |
Common | Buy Transaction | 18 | 6.0322 USD |
Common | Buy Transaction | 15,240 | 6.0339 USD |
Common | Buy Transaction | 63 | 6.0357 USD |
Common | Buy Transaction | 992 | 6.0369 USD |
Common | Buy Transaction | 1,807 | 6.0369 USD |
Common | Buy Transaction | 510 | 6.0374 USD |
Common | Buy Transaction | 1 | 6.0400 USD |
Common | Buy Transaction | 22 | 6.0409 USD |
Common | Buy Transaction | 2,175 | 6.0423 USD |
Common | Buy Transaction | 80 | 6.0434 USD |
Common | Buy Transaction | 5,600 | 6.0441 USD |
Common | Buy Transaction | 70 | 6.0450 USD |
Common | Buy Transaction | 1,769 | 6.0463 USD |
Common | Buy Transaction | 476 | 6.0473 USD |
Common | Buy Transaction | 39 | 6.0477 USD |
Common | Buy Transaction | 156 | 6.0483 USD |
Common | Buy Transaction | 2,421 | 6.0500 USD |
Common | Buy Transaction | 313 | 6.0516 USD |
Common | Buy Transaction | 140 | 6.0518 USD |
Common | Buy Transaction | 145 | 6.0528 USD |
Common | Buy Transaction | 831 | 6.0530 USD |
Common | Buy Transaction | 199 | 6.0550 USD |
Common | Buy Transaction | 50 | 6.0550 USD |
Common | Buy Transaction | 68 | 6.0560 USD |
Common | Buy Transaction | 68 | 6.0568 USD |
Common | Buy Transaction | 16 | 6.0569 USD |
Common | Buy Transaction | 3,822 | 6.0571 USD |
Common | Buy Transaction | 93 | 6.0584 USD |
Common | Buy Transaction | 21,350 | 6.0600 USD |
Common | Buy Transaction | 198 | 6.0629 USD |
Common | Buy Transaction | 30 | 6.0633 USD |
Common | Buy Transaction | 53 | 6.0636 USD |
Common | Buy Transaction | 330 | 6.0667 USD |
Common | Buy Transaction | 1,737 | 6.0700 USD |
Common | Buy Transaction | 202 | 6.0702 USD |
Common | Buy Transaction | 82 | 6.0757 USD |
Common | Buy Transaction | 580 | 6.0788 USD |
Common | Buy Transaction | 139 | 6.0800 USD |
Common | Buy Transaction | 2,000 | 6.0825 USD |
Common | Buy Transaction | 499 | 6.0836 USD |
Common | Buy Transaction | 5,311 | 6.0900 USD |
Common | Buy Transaction | 152 | 6.0906 USD |
Common | Buy Transaction | 1,300 | 6.0908 USD |
Common | Buy Transaction | 176 | 6.0916 USD |
Common | Buy Transaction | 15 | 6.0933 USD |
Common | Buy Transaction | 6,300 | 6.0949 USD |
Common | Buy Transaction | 210 | 6.0950 USD |
Common | Buy Transaction | 701 | 6.1000 USD |
Common | Buy Transaction | 2,224 | 6.1050 USD |
Common | Buy Transaction | 500 | 6.1100 USD |
Common | Buy Transaction | 596 | 6.1117 USD |
Common | Buy Transaction | 30 | 6.1120 USD |
Common | Buy Transaction | 400 | 6.1175 USD |
Common | Buy Transaction | 655 | 6.1200 USD |
Common | Buy Transaction | 100 | 6.1250 USD |
Common | Buy Transaction | 1 | 6.1529 USD |
Common | Buy Transaction | 6,395 | 6.1600 USD |
Common | Sell Transaction | 585 | 5.9500 USD |
Common | Sell Transaction | 350 | 5.9589 USD |
Common | Sell Transaction | 100 | 5.9600 USD |
Common | Sell Transaction | 517 | 5.9615 USD |
Common | Sell Transaction | 52 | 5.9625 USD |
Common | Sell Transaction | 100 | 5.9650 USD |
Common | Sell Transaction | 95 | 5.9663 USD |
Common | Sell Transaction | 121 | 5.9836 USD |
Common | Sell Transaction | 155 | 5.9858 USD |
Common | Sell Transaction | 3,174 | 5.9873 USD |
Common | Sell Transaction | 33 | 5.9879 USD |
Common | Sell Transaction | 514 | 5.9900 USD |
Common | Sell Transaction | 137 | 5.9958 USD |
Common | Sell Transaction | 165 | 5.9964 USD |
Common | Sell Transaction | 400 | 5.9975 USD |
Common | Sell Transaction | 9,028 | 6.0000 USD |
Common | Sell Transaction | 46,451 | 6.0000 USD |
Common | Sell Transaction | 1,388 | 6.0001 USD |
Common | Sell Transaction | 151 | 6.0003 USD |
Common | Sell Transaction | 20,062 | 6.0012 USD |
Common | Sell Transaction | 995 | 6.0024 USD |
Common | Sell Transaction | 86 | 6.0029 USD |
Common | Sell Transaction | 214 | 6.0033 USD |
Common | Sell Transaction | 500 | 6.0040 USD |
Common | Sell Transaction | 8 | 6.0050 USD |
Common | Sell Transaction | 935 | 6.0050 USD |
Common | Sell Transaction | 19 | 6.0053 USD |
Common | Sell Transaction | 23 | 6.0057 USD |
Common | Sell Transaction | 2,764 | 6.0066 USD |
Common | Sell Transaction | 78 | 6.0071 USD |
Common | Sell Transaction | 1,300 | 6.0077 USD |
Common | Sell Transaction | 0 | 6.0083 USD |
Common | Sell Transaction | 232 | 6.0089 USD |
Common | Sell Transaction | 308 | 6.0100 USD |
Common | Sell Transaction | 402 | 6.0104 USD |
Common | Sell Transaction | 994 | 6.0112 USD |
Common | Sell Transaction | 12 | 6.0125 USD |
Common | Sell Transaction | 3,852 | 6.0133 USD |
Common | Sell Transaction | 5 | 6.0160 USD |
Common | Sell Transaction | 21,038 | 6.0200 USD |
Common | Sell Transaction | 3,070 | 6.0230 USD |
Common | Sell Transaction | 1,528 | 6.0250 USD |
Common | Sell Transaction | 419 | 6.0300 USD |
Common | Sell Transaction | 41 | 6.0324 USD |
Common | Sell Transaction | 488 | 6.0354 USD |
Common | Sell Transaction | 6,864 | 6.0358 USD |
Common | Sell Transaction | 211 | 6.0359 USD |
Common | Sell Transaction | 562 | 6.0367 USD |
Common | Sell Transaction | 12,800 | 6.0379 USD |
Common | Sell Transaction | 602 | 6.0383 USD |
Common | Sell Transaction | 1 | 6.0400 USD |
Common | Sell Transaction | 650 | 6.0418 USD |
Common | Sell Transaction | 1,333 | 6.0440 USD |
Common | Sell Transaction | 319 | 6.0483 USD |
Common | Sell Transaction | 403 | 6.0496 USD |
Common | Sell Transaction | 2,009 | 6.0499 USD |
Common | Sell Transaction | 11 | 6.0500 USD |
Common | Sell Transaction | 59 | 6.0503 USD |
Common | Sell Transaction | 317 | 6.0550 USD |
Common | Sell Transaction | 12,636 | 6.0550 USD |
Common | Sell Transaction | 540 | 6.0560 USD |
Common | Sell Transaction | 304 | 6.0566 USD |
Common | Sell Transaction | 3 | 6.0567 USD |
Common | Sell Transaction | 502 | 6.0580 USD |
Common | Sell Transaction | 192 | 6.0593 USD |
Common | Sell Transaction | 1,132 | 6.0600 USD |
Common | Sell Transaction | 977 | 6.0640 USD |
Common | Sell Transaction | 240 | 6.0650 USD |
Common | Sell Transaction | 468 | 6.0679 USD |
Common | Sell Transaction | 9,341 | 6.0700 USD |
Common | Sell Transaction | 901 | 6.0800 USD |
Common | Sell Transaction | 3,072 | 6.0825 USD |
Common | Sell Transaction | 2 | 6.0839 USD |
Common | Sell Transaction | 2 | 6.0850 USD |
Common | Sell Transaction | 106 | 6.0888 USD |
Common | Sell Transaction | 5,714 | 6.0900 USD |
Common | Sell Transaction | 15,760 | 6.1000 USD |
Common | Sell Transaction | 804 | 6.1100 USD |
Common | Sell Transaction | 600 | 6.1250 USD |
Common | Sell Transaction | 900 | 6.1300 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 | Buy Transaction | 100 | 7.0000 USD | American | 2025-10-17 | 0.0600 USD |
Common | Call Option | Buy Transaction | 35,500 | 10.0000 USD | American | 2026-07-17 | 0.3000 USD |
Common | Call Option | Buy Transaction | 500 | 6.0000 USD | American | 2025-11-21 | 0.5200 USD |
Common | Call Option | Buy Transaction | 100 | 5.0000 USD | American | 2025-10-17 | 0.9700 USD |
Common | Call Option | Buy Transaction | 1,700 | 5.0000 USD | American | 2026-01-16 | 1.3000 USD |
Common | Call Option | Sell Transaction | 600 | 7.0000 USD | American | 2025-10-17 | 0.0800 USD |
Common | Call Option | Sell Transaction | 100 | 7.0000 USD | American | 2025-11-21 | 0.2400 USD |
Common | Call Option | Sell Transaction | 200 | 7.0000 USD | American | 2026-12-18 | 1.0000 USD |
Common | Call Option | Sell Transaction | 100 | 7.0000 USD | American | 2026-12-18 | 1.0500 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: | 24 September 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 | 100 | 7.0 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 200 | 11.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 800 | 3.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 37,500 | 10.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 9,600 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 100 | 9.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -500 | 7.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -8,200 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -500 | 3.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 50,200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 15,100 | 6.0 USD
| American
| 17/04/2026
|
Common | Put Option | Purchased | -800 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 3,100 | 10.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 300 | 2.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 46,900 | 6.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -200 | 7.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 500 | 6.0 USD
| American
| 21/11/2025
|
Common | Call Option | Purchased | 500 | 8.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -216,000 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Purchased | 2,700 | 7.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 10,300 | 7.0 USD
| American
| 18/12/2026
|
Common | Call Option | Purchased | 1,000 | 8.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -17,200 | 3.0 USD
| American
| 16/01/2026
|
Common | Put Option | Purchased | -2,700 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Purchased | 2,600 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 176,000 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Purchased | -10,800 | 5.0 USD
| American
| 17/04/2026
|
Common | Call Option | Purchased | 300 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Purchased | 15,700 | 4.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 91,700 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -6,200 | 12.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -52,500 | 5.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -39,400 | 5.0 USD
| American
| 17/07/2026
|
Common | Call Option | Sold | -1,400 | 4.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -400 | 5.0 USD
| American
| 18/12/2026
|
Common | Call Option | Sold | -900 | 4.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 1,700 | 5.0 USD
| American
| 17/10/2025
|
Common | Put Option | Sold | 600 | 3.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -12,500 | 15.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -100 | 1.0 USD
| American
| 17/07/2026
|
Common | Put Option | Sold | 200 | 6.0 USD
| American
| 17/10/2025
|
Common | Call Option | Sold | -1,400 | 3.0 USD
| American
| 16/01/2026
|
Common | Call Option | Sold | -508,800 | 7.0 USD
| American
| 17/04/2026
|
Common | Call Option | Sold | -160,300 | 7.0 USD
| American
| 16/01/2026
|
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.
Related Shares:
Dowlais